Section 10-2B-6.02

Terms of class or series determined by board of directors.

(a) If the articles of incorporation so provide, and if such action is not inconsistent with the provisions of the Constitution of Alabama of 1901, as the same may be amended from time to time, the board of directors may determine, in whole or in part, the preferences, limitations, and relative rights (within the limits set forth in Section 10-2B-6.01) of (1) any class of shares before the issuance of any shares of that class or (2) one or more series within a class before the issuance of any shares of that series.

(b) Each series of a class must be given a distinguishing designation.

(c) All shares of a series must 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 that series, with those of other series of the same class.

(d) Before issuing any shares of a class or series created under this section, the corporation must deliver to the probate judge for filing articles of amendment which, except as required by the Constitution of Alabama of 1901 as the same may be amended from time to time, are effective without shareholder approval and constitute an amendment to the articles of incorporation. Such articles shall set forth:

(1) The name of the corporation;

(2) The text of the amendment determining the terms of the class or series of shares;

(3) The date it was adopted; and

(4) A statement that the amendment was duly adopted by the board of directors.

(Acts 1994, No. 94-245, p. 343, §1.)