Page:United States Statutes at Large Volume 68 Part 1.djvu/217

 68 S T A T. ]

PUBLIC LAW

38^JUNE

8, 1954

any process, notice, or demand, required or permitted by law to be served upon a corporation in any other manner now or hereafter permitted by law. AUTHORIZED SHARES

SEC. 13. (a) Each corporation shall have power to create and issue the number of shares stated in its articles of incorporation. Such shares may be divided into one or more classes, any or all of which classes may consist of shares with par value or shares without par value, with such designations, preferences, voting powers, special or relative rights and such limitations, restrictions, or qualifications thereof as shall be stated in the articles of incorporation. The articles of incorporation may limit or deny the voting power of the shares of any class. (b) Without limiting the authority herein contained, a corporation, when so provided in its articles of incorporation, may issue shares of preferred or special classes— (1) subject to the right of the corporation to redeem any of such shares at the price fixed by the articles of incorporation for the redemption thereof; (2) entitling the holders thereof to cumulative or noncumulative dividends; (3) having preference over any other class or classes of shares as to the payment of dividends; (4) having preference as to the assets of the corporation over any other class or classes of shares upon the voluntary or involuntary liquidation of the corporation; (5) convertible into shares of any other class: Provided, That shares without par value shall not be converted into shares with par value unless that part of the stated capital of the corporation represented by such shares without par value is, at the time of conversion, at least equal to the aggregate par value of the shares into which the shares without par value are to be converted. ISSUANCE o r SHARES OF PREFERRED OR SPECIAL CLASSES I N SERIES

SEC. 14. (a) If the articles of incorporation so provide, the shares of any preferred or special class may be divided into and issued in series. If the shares of any such class are to be issued in series, then each series shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. Any or all of the series of any such class and the variations in the relative rights and preferences as between different series may be fixed and determined by the articles of incorporation: Provided, That all shares of the same class shall be identical except as to the following relative rights and preferences, in respect of any or all of which there may be variations between different series: (1) The rate of dividend. (2) The price at and the terms and conditions on which shares may be redeemed. (3) The amount payable upon shares in event of involuntary liquidation. (4) The amount payable upon shares in event of voluntary liquidation. (5) Sinking-fund provisions for the redemption or purchase of shares. (6) The terms and conditions on which shares may be converted, if the shares of any series are issued with the privilege of conversion. (b) If the articles of incorporation shall expressly vest authority in the board of directors, then, to the extent that the articles of

185

�