Shares shall be represented by certificates, except that the board may resolve that some or all shares shall be uncertificated. Such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation.

Every holder of certificated stock is entitled to have a certificate representing the number of shares registered. The certificate shall be signed by, or in the name of the corporation by any two authorized officers of the corporation. Signatures may be a facsimile. Signatures are valid even if any officer, transfer agent or registrar who has signed ceases to be such officer, transfer agent or registrar before the certificate is issued.

A corporation shall not have power to issue a certificate in bearer form.