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  • PART I ADMINISTRATION OF THE GOVERNMENT
  • TITLE XXII CORPORATIONS
  • CHAPTER 156B CERTAIN BUSINESS CORPORATIONS
  • Section 26 Division of class of stock into series; variations; reissue of restored shares; filing of certificate

Section 26. If the articles of organization so provide, the directors may determine, in whole or in part, the preferences, voting powers, qualifications, and special or relative rights or privileges of (1) any class of stock before the issuance of any shares of that class or (2) one or more series within a class before the issuance of any shares of that series. Each series of a class shall have a distinguishing designation.

If shares of any class or series are restored to the status of authorized but unissued shares pursuant to section twenty-one A, such shares may be reissued, either as shares of the same class and series or as shares of one or more other series within the same class, the terms of which are determined by the directors in accordance with this section.

Prior to the issuance of any shares of a class or series having terms so determined by the directors other than a reissue of restored shares as shares of the same class and series pursuant to the second paragraph, the corporation shall submit to the state secretary a certificate signed by the president or a vice president and by the clerk or an assistant clerk setting forth the text of the vote of the directors determining the terms of the class or the number of shares and the terms of any series, the date of adoption of such vote, and a certification that such vote was duly adopted by the directors.

Such certificate shall constitute an amendment of the articles of organization, and shall become effective when filed in accordance with section six.