Sec. 33-666. Terms of class or series of shares.
Sec. 33-666. Terms of class or series of shares. (a) If the certificate of incorporation so provides, the board of directors is authorized, without shareholder approval, to:
(1) Classify any unissued shares into one or more classes or into one or more series
within a class; (2) reclassify any unissued shares of any class into one or more classes
or into one or more series within one or more classes; or (3) reclassify any unissued
shares of any series of any class into one or more classes or into one or more series
within a class.
(b) If the board of directors acts pursuant to subsection (a) of this section, it must
determine the terms, including the preferences, rights and limitations, to the same extent
permitted under section 33-665, of: (1) Any class of shares before the issuance of any
shares of such class; or (2) any series within a class before the issuance of any shares
of such series.
(c) Before issuing any shares of a class or series created under this section, the
corporation must deliver to the Secretary of the State for filing a certificate of amendment
setting forth the terms determined under subsection (a) of this section.
(P.A. 94-186, S. 40, 215; P.A. 96-271, S. 32, 33, 254; P.A. 03-158, S. 7.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles" of incorporation
with "certificate" of incorporation and amended Subsec. (d) to replace "articles" of amendment with "a certificate" of
amendment, effective January 1, 1997; P.A. 03-158 amended Subsec. (a) by replacing provisions re board determination
of preferences, limitations and relative rights of classes or series with provisions re board authorization, without shareholder
approval, to classify or reclassify shares, classes or series, amended Subsec. (b) by replacing provision re distinguishing
designation with provisions re determination of terms of class or series, deleted former Subsec. (c) re preferences, limitations
and relative rights of shares of a series, redesignated existing Subsec. (d) as new Subsec. (c) and amended same by replacing
provisions re contents of certificate of amendment which is effective without shareholder action with provisions re certificate of amendment to set forth terms determined under Subsec. (a).