§ 5001. Authorized shares. 1. Every corporation shall have power to
create and issue the number of shares stated in its organization
certificate. Such shares may be all of one class or may be divided into
two or more classes. Each class shall consist of shares with par value,
having such designation and such relative voting, dividend, liquidation
and other rights, preferences and limitations, consistent with this
chapter, as shall be stated in the organization certificate. The
organization certificate may deny, limit or otherwise define the voting
rights and may limit or otherwise define the dividend or liquidation
rights or shares of any class, but no such denial, limitation or
definition of voting rights shall be effective unless at the time one or
more classes of outstanding shares, singly or in the aggregate, are
entitled to full voting rights, and no such limitation or definition of
dividend or liquidation rights shall be effective unless at the time one
or more classes of outstanding shares, singly or in the aggregate, are
entitled to unlimited dividend and liquidation rights.

2. If the shares are divided into two or more classes, the shares of
each class shall be designated to distinguish them from the shares of
all other classes. Shares which are entitled to preference in the
distribution of dividends or assets shall not be designated as common
shares. Shares which are not entitled to preference in the distribution
of dividends or assets shall not be designated as preferred shares.

3. Subject to the designations, relative rights, preferences and
limitations applicable to separate series and except as otherwise
permitted by subdivision two of section five thousand five of this
chapter, each share shall be equal to every other share of the same
class.