1. (a) The certificate of incorporation must set forth any classes of stock and series of stock within a class, and the number of shares of stock of each class and series, that the corporation is authorized to issue. If more than one class or series of stock is authorized, the certificate of incorporation must prescribe a distinguishing designation for each class or series and, before the issuance of stock of a class or series, describe the terms, including the preferences, rights, and limitations, of that class or series. Except to the extent varied as permitted by this section, all shares of stock of a class or series must have terms, including preferences, rights, and limitations, that are identical with those of other shares of stock of the same class or series.

2. (b) The certificate of incorporation must authorize:

   1. (1) one or more classes or series of stock that together have full voting rights, and
   2. (2) one or more classes or series of stock (which may be the same class, classes, or series as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution.

3. (c) The certificate of incorporation may authorize one or more classes or series of stock that:

   1. (1) have special, conditional, or limited voting rights, or no right to vote, except to the extent otherwise provided by this chapter;

   2. (2) are redeemable or convertible as specified in the certificate of incorporation:

      1. (i) at the option of the corporation, the stockholder, or another person or upon the occurrence of a specified event;
      2. (ii) for cash, indebtedness, securities, or other property; and
      3. (iii) at prices and in amounts specified or determined in accordance with a formula;
   3. (3) entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative; or
   4. (4) have preference over any other class or series of stock with respect to distributions, including distributions upon the dissolution of the corporation.
4. (d) Terms of stock may be made dependent upon facts objectively ascertainable outside the certificate of incorporation in accordance with Section 10A-2A-1.20(c).
5. (e) Any of the terms of stock may vary among holders of the same class or series so long as those variations are expressly set forth in the certificate of incorporation.
6. (f) The description of the preferences, rights, and limitations of classes or series of stock in subsection (c) is not exhaustive.
7. (g) The certificate of incorporation may authorize the board of directors, without stockholder approval, to adopt resolutions, prepare and deliver certificates and certificates of designation to the Secretary of State, and take any other actions described in Section 10A-2A-6.02.

(Act 2019-94, §1.)