(a)   A corporation may provide by its charter:
    (1)   For one or more classes of stock, the voting rights of each class, and
any restriction on or denial of these rights;
    (2)   As to each class of stock, either the parvalue of the shares or that
the shares are without parvalue;
    (3)   (i)   That the corporation shall set apart dividends for or pay dividends to
the holders of a specified class of stock before any dividends are set
apart for or paid to the holders of another class of stock;
      (ii)   The rate, amount, and time of payment of the dividends; and
      (iii)   Whether the dividends are cumulative, cumulative to a limited extent,
or noncumulative;
    (4)   That any specified class of stock is preferred over another class as to
its distributive share of the assets on voluntary or involuntary
liquidation of the corporation and the amount of the preference;
    (5)   That any specified class of stock may be redeemed at the option of the
corporation or of the holders of the stock and the terms and conditions
of redemption, including the time and price of redemption;
    (6)   That any specified class of stock is convertible into shares of stock
of one or more other classes and the terms and conditions of
conversion;
    (7)   That the holders of any specified securities issued or to be issued by
the corporation have any voting or other rights which, by law, are or
may be conferred on stockholders;
    (8)   For any other preferences, rights, restrictions, including restrictions
on transferability, and qualifications not inconsistent with law;
    (9)   That the board of directors may classify or reclassify any unissued
stock from time to time by setting or changing the preferences,
conversion or other rights, voting powers, restrictions, limitations as
to dividends, qualifications, or terms or conditions of redemption of
the stock;
    (10)   (i)   For any grant to the holders of the stock of the corporation, including
a specified class or series of stock, of the preemptive right to
subscribe to:
        1.   Any or all additional issues of the stock; or
        2.   Any securities of the corporation convertible into additional issues of
stock; or
      (ii)   For any definition or limitation of the preemptive rights of
stockholders to acquire additional stock or securities in the
corporation;
    (11)   For restrictions on transferability or ownership for any purpose,
including restrictions designed to permit a corporation to qualify as:
      (i)   A real estate investment trust under the Internal Revenue Code or
regulations adopted under the Internal Revenue Code; or
      (ii)   An investment company under the Investment Company Act of 1940 or
regulations adopted under the Investment Company Act of 1940; and
    (12)   That the board of directors, with the approval of a majority of the
entire board, and without action by the stockholders, may amend the
charter to increase or decrease the aggregate number of shares of stock
of the corporation or the number of shares of stock of any class that
the corporation has authority to issue.
  (b)   (1)   In this subsection, "facts ascertainable outside the charter"
includes:
      (i)   An action or determination by any person, including the corporation,
its board of directors, an officer or agent of the corporation, and any
other person affiliated with the corporation;
      (ii)   The contents of any agreement to which the corporation is a party or
any other document; and
      (iii)   Any other event.
    (2)   Any of the preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications, or terms or
conditions of redemption of any class or series of stock may be made
dependent upon facts ascertainable outside the charter and may vary
among holders thereof, provided that the manner in which such facts or
variations shall operate upon the preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, or terms or conditions of redemption of such class or
series of stock is clearly and expressly set forth in the charter.
  (c)   Notwithstanding subsection (a)(12) of this section, the board of
directors of a corporation that is registered or intends to register as
an open-end company under the Investment Company Act of 1940, after
the registration as an open-end company takes effect, may increase or
decrease the aggregate number of shares of stock or the number of
shares of stock of any class that the corporation has authority to
issue, unless a provision has been included in the charter of the
corporation after July 1, 1987 prohibiting an action by the board of
directors to increase or decrease the aggregate number of shares of
stock or the number of shares of stock of any class that the
corporation has authority to issue.
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