2023 New York Laws › BSC - Business Corporation › Article 5 - Corporate Finance › 502 - Issue of Any Class of Preferred Shares in Series.

§ 502. Issue of any class of preferred shares in series.
(a) If the certificate of incorporation so provides, a corporation may
issue  any  class  of  preferred  shares  in series. Shares of each such
series when issued, shall be designated to distinguish them from  shares
of all other series.
(b)  The number of shares included in any or all series of any classes
of preferred shares and any or all of the designations, relative rights,
preferences and limitations of any or all such series may  be  fixed  in
the certificate of incorporation, subject to the limitation that, unless
the  certificate  of  incorporation  provides  otherwise,  if the stated
dividends and amounts payable on liquidation are not paid in  full,  the
shares  of  all  series  of  the  same  class shall share ratably in the
payment of dividends including accumulations, if any, in accordance with
the sums which would be payable on such shares  if  all  dividends  were
declared  and paid in full, and in any distribution of assets other than
by way of dividends in accordance with the sums which would  be  payable
on such distribution if all sums payable were discharged in full.
(c)  If  any  such  number of shares or any such designation, relative
right, preference or limitation of the shares of any series is not fixed
in the certificate of incorporation, it may be fixed by  the  board,  to
the  extent  authorized  by  the  certificate of incorporation.   Unless
otherwise provided in the certificate of incorporation,  the  number  of
preferred  shares  of  any series so fixed by the board may be increased
(but not above the total number of authorized shares of  the  class)  or
decreased  (but not below the number of shares thereof then outstanding)
by the board. In case the number of such shares shall be decreased,  the
number  of  shares  by  which  the  series  is  decreased  shall, unless
eliminated pursuant to paragraph (e) of this section, resume the  status
which  they  had  prior  to  being  designated  as  part  of a series of
preferred shares.
(d) Before the issue of any shares of  a  series  established  by  the
board,  a  certificate  of  amendment  under section 805 (Certificate of
amendment; contents) shall be delivered  to  the  department  of  state.
Such certificate shall set forth:
(1) The name of the corporation, and, if it has been changed, the name
under which it was formed.
(2)  The  date  the  certificate  of  incorporation  was  filed by the
department of state.
(3) That the certificate of incorporation is thereby  amended  by  the
addition  of  a  provision  stating  the  number,  designation, relative
rights, preferences, and limitations of the  shares  of  the  series  as
fixed by the board, setting forth in full the text of such provision.
(e)  Action  by  the  board  to  increase  or  decrease  the number of
preferred shares of any series pursuant to paragraph (c) of this section
shall become effective by  delivering  to  the  department  of  state  a
certificate  of  amendment  under section 805 (Certificate of amendment;
contents) which shall set forth:
(1) The name of the corporation, and, if it has been changed, the name
under which it was formed.
(2) The date its certificate  of  incorporation  was  filed  with  the
department of state.
(3)  That  the  certificate  of  incorporation  is  thereby amended to
increase or decrease, as the case may be, the number of preferred shares
of any series so fixed by the board, setting forth the specific terms of
the amendment and the number  of  shares  so  authorized  following  the
effectiveness of the amendment.
When no shares of any such series are outstanding, either because none
were  issued  or  because  no  issued  shares  of any such series remain

outstanding, the certificate of amendment under section 805 may also set
forth a statement that none of the authorized shares of such series  are
outstanding  and  that none will be issued subject to the certificate of
incorporation,  and,  when such certificate becomes accepted for filing,
it shall  have  the  effect  of  eliminating  from  the  certificate  of
incorporation  all matters set forth therein with respect to such series
of preferred shares.