16-10a-602. Terms of class or series determined by board of directors.
(1) If the articles of incorporation so provide, the board of directors, without shareholder
action but subject to any limitations and restrictions stated in the articles of incorporation, may
amend the corporation's articles of incorporation pursuant to the authority granted to the board of
directors by Subsection 16-10a-1002 (1)(e) to do any of the following:
(a) designate in whole or in part, the preferences, limitations, and relative rights, within
the limits set forth in Section 16-10a-601, of any class of shares before the issuance of any shares
of that class;
(b) create one or more series within a class of shares, fix the number of shares of each
such series, and designate, in whole or part, the preferences, limitations, and relative rights of the
series, within the limits set forth in Section 16-10a-601, all before the issuance of any shares of
that series;
(c) alter or revoke the preferences, limitations, and relative rights granted to or imposed
upon any wholly unissued class of shares or any wholly unissued series of any class of shares; or
(d) increase or decrease the number of shares constituting any series, the number of
shares of which was originally fixed by the board of directors, either before or after the issuance
of shares of the series, provided that the number may not be decreased below the number of
shares of the series then outstanding, or increased above the total number of authorized shares of
the applicable class of shares available for designation as a part of the series.
(2) Each series of a class must be given a distinguishing designation.
(3) All shares of a series must have preferences, limitations, and relative rights identical
with those of other shares of the same series and, except to the extent otherwise provided in the
description of the series, with those of other series of the same class.
(4) Before issuing any shares of a class or series created under this section, or having
preferences, limitations, or relative rights designated by the board of directors as provided in this
section, and before any amendment to articles of incorporation contemplated by Subsection (1)
shall be effective, the corporation must deliver to the division for filing, in accordance with the
procedure set forth in Section 16-10a-1006, articles of amendment that set forth:
(a) the name of the corporation;
(b) the text of the amendment adopted by the board of directors pursuant to Subsection
(1);
(c) the date the amendment was adopted by the board of directors;
(d) a statement that the amendment was duly adopted by the board of directors without
shareholder action and that shareholder action was not required; and
(e) if the amendment alters or revokes the preferences, limitations, or relative rights
granted to or imposed upon any wholly unissued class of shares or any wholly unissued series of
any class of shares, a statement that none of the shares of any class or series of shares so affected
has been issued.
Enacted by Chapter 277, 1992 General Session
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Last revised: Thursday, May 28, 2009