2010 New York Code
BSC - Business Corporation
Article 5 - (501 - 520) CORPORATE FINANCE
501 - Authorized shares.

§ 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.