(1) If the articles of incorporation so provide, the board of directors may determine,
in whole or in part, the preferences, limitations, and relative rights, within the
limits set forth in section 7-106-101, of:
(a) Any class of shares before the issuance of any shares of that class; or
(b) One or more series within a class before the issuance of any shares of that series.
(2) Each series of a class shall be given a distinguishing designation.
(3) All shares of a series shall 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, the preferences, limitations,
and relative rights of which are determined by the board of directors under this section,
the corporation shall deliver to the secretary of state, for filing pursuant to part
3 of article 90 of this title, articles of amendment to the articles of incorporation,
which are effective without shareholder action, that state:
(a) The domestic entity name of the corporation;
(b) The text of the amendment determining the designations, preferences, limitations,
and relative rights of the class or series of shares;
(c) The date the amendment was adopted; and
(d) A statement that the amendment was duly adopted by the board of directors.
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