§ 17-16-601 — Authorized shares

(a) The articles of incorporation shall set forth the
classes of shares and series of shares within a class, and the
number, which may be unlimited, of shares of each class and
series that the corporation is authorized to issue. If more
than one (1) class or series of shares is authorized, the
articles of incorporation shall prescribe a distinguishing
designation for each class or series, and shall prescribe, prior
to the issuance of shares of a class or series, the terms,
including preferences, rights and limitations of that class or
series. Except to the extent varied as permitted by this
section, all shares of a class or series shall have terms,
including preferences, rights and limitations that are identical
with those of other shares of the same class or series.
(b) The articles of incorporation shall authorize:
(i) One (1) or more classes or series of shares that
together have unlimited voting rights; and
(ii) One (1) or more classes or series of shares,
which may be the same class or classes as those with voting
rights, that together are entitled to receive the net assets of
the corporation upon dissolution.
(c) The articles of incorporation may authorize one (1) or
more classes or series of shares that:
(i) Have special, conditional, or limited voting
rights, or no right to vote, except to the extent otherwise
provided by this act;
(ii) Are redeemable or convertible as specified in
the articles of incorporation:
(A) At the option of the corporation, the
shareholder, or another person or upon the occurrence of a
specified event;
(B) For cash, indebtedness, securities, or other
property; and
(C) At prices and in amounts specified or
determined in accordance with a formula.
(iii) Entitle the holders to distributions calculated
in any manner, including dividends that may be cumulative,
noncumulative, or partially cumulative; or
(iv) Have preference over any other class or series
of shares with respect to distributions, including distributions
upon the dissolution of the corporation.
(d) Terms of shares may be made dependent upon facts
objectively ascertainable outside the articles of incorporation.
(e) Any of the terms of shares may vary among holders of
the same class or series so long as such variations are
expressly set forth in the articles of incorporation.
(f) The description of the preferences, rights and
limitations of classes or series of shares in subsection (c) of
this section is not exhaustive.