WILLIAM DONALD SCHAEFER, Governor                      Ch. 242

Article - Corporations and Associations
2-105.

(a) 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 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 or 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 terms or conditions of redemption of the
stock; and

- 1065 -