CORPORATIONS 797

under the laws of a foreign country and any other corporation, joint-stock
company or association controlled directly or indirectly by one or more
aliens.

An. Code, 1924, sec. 38. 1912, sec. 34. 1904, sec. 408. 1888, sec. 294. 1868, ch. 471, sec. 219.
1880, ch. 474. 1908, ch. 240, sec. 34. 1916, ch. 596, sec. 34. 1922, ch. 309, sec. 34.

1937, ch. 504, sec. 38.

42. (1) Every corporation may create two or more classes of stock
with such preferences, voting powers, restrictions and qualifications thereof
not inconsistent with law as shall be expressed in its charter. It may be
provided that the holders of a certain class or certain classes of stock shall
receive and that the corporation shall be bound to pay fixed annual divi-
dends thereon, to be expressed in the charter, payable quarterly, half
yearly or yearly, before any dividend shall be set apart for or paid to the
holders of some other class or classes of stock, and such dividends may be
made cumulative. Any class or classes of stock may be preferred as to
its or their distributive share or shares of the assets of the corporation
upon dissolution; but, in case of insolvency, the debts and other liabilities
of the corporation shall be paid before any payment or distribution is
made to the holders of any class of stock. Stock of any class may be made
subject to redemption at the option of the corporation or at the option
of the holders at such times and prices as may be determined in the charter,
but stock having a par value shall not be made subject to redemption at
the option of the corporation at a redemption price less than the par value
thereof. Nothing in the laws of this State shall be so construed as to limit
the dividend on any class of stock to six per cent, per annum if a greater
or less dividend be provided to be paid on such stock.

(2) Within the meaning of this section and the other sections of this
Article the classes of capital stock of any corporation, the preferences,
voting powers, restrictions and qualifications of each class, the fixed annual
dividends thereon, the times and prices of redemption thereof and the
conversion rights thereof, shall be sufficiently set forth, described, ex-
pressed and determined in the charter of the corporation if determinable
in a manner set forth in the charter or in articles supplementary for which
provision is hereinafter made, or if in the charter the board of directors is
empowered, subject to any limitations or restrictions set forth in the charter
and to the limitations and restrictions set forth with respect to charter
amendments in Section 28 of this Article, to classify or reclassify any
unissued stock by fixing or altering in any one or more specified respects,
from time to time before the issuance of such stock, the preferences, voting
powers, restrictions and qualifications of, the fixed annual dividends on,
the times and prices of redemption of, and the conversion rights of, such
stock. Whenever the board of directors, so empowered in the charter, shall
so fix or alter the preferences, voting powers, restrictions or qualifications
of, the fixed annual dividends on, the times or prices of redemption of, or
the conversion rights of, any such unissued stock, and before any such
stock shall be issued, a further description of such stock, with the prefer-
ences, voting powers, restrictions and qualifications thereof, the fixed
annual dividends thereon, the times and prices of redemption thereof, and
the conversion rights thereof, as so fixed or altered by the board of di-
rectors, shall be set forth in articles supplementary to the charter, which
articles shall be verified under oath by the chairman or secretary of the
meeting of the board of directors at which such preferences, voting powers,