(a) If the articles of incorporation so provide, the board of directors may create at least one (1) series, and may determine, in whole or in part, the preferences, limitations, and relative voting and other rights within the limits set forth in sections 1 through 3 of this chapter of the following:(1) Any class of shares before the issuance of any shares of that class.(2) At least one (1) 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 the series, with those of other series of the same class.(d) Before issuing shares of a class or series that has the preferences, limitations, and relative voting and other rights determined under this section, the corporation must prepare articles of amendment, which are effective without shareholder action, that set forth the following:(1) The name of the corporation.(2) The text of the amendment determining the terms of the class or series of f amendment, which are effective without shareholder action, that set forth the following:(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 the articles of amendment are adopted.(4) A statement that the amendment was adopted by the board of directors.(e) The articles of amendment shall be presented to the director for approval and filed with the secretary of state as provided in IC 28-13-14 before the shares are issued.As added by P.L.14-1992, SEC.163.
Indiana Legal Code