§ 501. Authorized shares.

(a) Every corporation shall have power to create and issue the number
of shares stated in its certificate of incorporation. Such shares may be
all of one class or may be divided into two or more classes. Each class
shall consist of either shares with par value or shares without 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 certificate of
incorporation. The certificate of incorporation may deny, limit or
otherwise define the voting rights and may limit or otherwise define the
dividend or liquidation rights of 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 or bonds,
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.

(b) 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 be common shares, even if identified by a
class or other designation, and shall not be designated as preferred
shares.

(c) Subject to the designations, relative rights, preferences and
limitations applicable to separate series and except as otherwise
permitted by subparagraph two of paragraph (a) of section five hundred
five of this article, each share shall be equal to every other share of
the same class. With respect to corporations owning or leasing
residential premises and operating the same on a cooperative basis,
however, provided that (1) liquidation or other distribution rights are
substantially equal per share, (2) changes in maintenance charges and
general assessments pursuant to a proprietary lease have been and are
hereafter fixed and determined on an equal per-share basis or on an
equal per-room basis or as an equal percentage of the maintenance
charges, and (3) voting rights are substantially equal per share or the
certificate of incorporation provides that the shareholders holding the
shares allocated to each apartment or dwelling unit owned by the
corporation shall be entitled to one vote in the aggregate regardless of
the number of shares allocated to the apartment or dwelling unit or the
number of shareholders holding such shares, shares of the same class
shall not be considered unequal because of variations in fees or charges
payable to the corporation upon sale or transfer of shares and
appurtenant proprietary leases that are provided for in proprietary
leases, occupancy agreements or offering plans or properly approved
amendments to the foregoing instruments.