MARVIN MANDEL, Governor

1525

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 PAR
VALUE OF THE SHARES [[ORTHAT]] OR THAT THE SHARES ARE
WITHOUT PAR VALUE;

(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 OF 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 [[TIME OR PRICE]] TERMS OR
CONDITIONS OF REDEMPTION OF THE STOCK; AND

(10)     FOR ANY DEFINITION, LIMITATION, OR
DENIAL OF THE PREEMPTIVE RIGHTS OF STOCKHOLDERS TO