1. [Types and rights of stock] Every corporation may issue such classes and series of stock, with or without par value, and with such voting powers, designations, preferences, special rights, and qualifications thereof (= “rights”), as stated in the charter, or in the board resolution(s) providing for the issue of such stock pursuant to authority expressly granted by the charter (= “issuing resolution”).Any of the rights of any such class or series may be made dependent upon facts ascertainable outside the charter or the issuing resolution, respectively, provided that the manner in which such facts shall operate upon the rights is clearly and explicitly set forth therein. The term “facts,” as used in this subsection, includes the occurrence of any event, including a determination or action by any person or body, including the corporation.

   The power to increase or decrease or otherwise adjust the capital stock as provided in this chapter shall apply to all or any such classes of stock.

2. [Redemption] Any stock may be made redeemable by the corporation at its option or at the option of the stockholder or upon the happening of a specified event, and for such type and amount of consideration as provided in the charter or the issuing resolution; provided however, that immediately following any such redemption 1 or more shares with full voting powers shall remain outstanding. Notwithstanding the limitation stated in the foregoing proviso:
   1. Any stock of a regulated investment company registered under the Investment Company Act of 1940 may be made subject to redemption by the corporation at its option or at the option of the stockholder.
   2.  If a corporation which holds (directly or indirectly) a license or franchise from a governmental agency to conduct its business or is a member of a national securities exchange, which license, franchise or membership is conditioned upon some or all of the stockholders possessing prescribed qualifications, then the stock may be made subject to redemption by the corporation to the extent necessary to prevent the loss of such license, franchise or membership or to reinstate it.

c./d. [Preferred or special stock] The dividend (c) and liquidation (d) preferences of preferred or special stock are determined by the charter or the issuing resolution, as provided for in subsection (a).

e.  [Conversion] Any stock may be made convertible into, or exchangeable for, at the option of either the holder or the corporation or upon the happening of a specified event, other stock of the corporation, at such price(s) or rate(s) of exchange and with such adjustments as stated in the charter or in the issuing resolution.

f.  [Certificated and uncertificated stock; rights and their explanation] If a corporation is authorized to issue more than 1 class or series of stock, each share certificate shall contain on its face or back a full statement or a summary of the rights of the respective class or series or, except as otherwise provided in § 202, a statement that the corporation will furnish such information without charge to each stockholder who so requests. For uncertificated stock, the information required to be set forth on certificates pursuant to the preceding sentence or § 156, 202(a), 218(a), or 364 shall be given in writing or by electronic transmission to the registered owner within a reasonable time after the issuance or transfer.

Except as otherwise expressly provided by law, the rights and obligations of the holders of certificated and uncertificated stock of the same class and series shall be identical.

g.  [Procedure of, and status for, board resolutions designating share rights] When the rights of shares are determined by board resolution, as permitted by the charter, or if such board-determined rights are changed by board resolution, as authorized by this subsection, a certificate of designations setting forth the resolution, and the number, class and series of shares to which it applies, shall be acknowledged and filed in accordance with § 103. The certificate of designation has the effect of amending the charter, except that it shall not prohibit the board from subsequently adopting such resolutions as authorized by this subsection.

Unless otherwise provided in the charter, if no shares have been issued of a class or series established by a board resolution, the board may amend the rights. When no shares of any such class or series are outstanding, the board may eliminate the certificate of designation determining the rights.

Unless otherwise provided in any such resolution, the number of shares to which such resolution applies may be increased (but not above the total number of authorized shares of the class) or decreased (but not below the number of shares thereof then outstanding) by the board. In case of a decrease, the number of shares so specified in the certificate shall resume the status which they had prior to the adoption of the first resolution.