2010 New York Code
BSC - Business Corporation
Article 5 - (501 - 520) CORPORATE FINANCE
502 - Issue of any class of preferred shares in series.

§ 502. Issue of any class of preferred shares in series.
    (a) If the certificate of incorporation so provides, a corporation may
  issue  any  class  of  preferred  shares  in series. Shares of each such
  series when issued, shall be designated to distinguish them from  shares
  of all other series.
    (b)  The number of shares included in any or all series of any classes
  of preferred shares and any or all of the designations, relative rights,
  preferences and limitations of any or all such series may  be  fixed  in
  the certificate of incorporation, subject to the limitation that, unless
  the  certificate  of  incorporation  provides  otherwise,  if the stated
  dividends and amounts payable on liquidation are not paid in  full,  the
  shares  of  all  series  of  the  same  class shall share ratably in the
  payment of dividends including accumulations, if any, in accordance with
  the sums which would be payable on such shares  if  all  dividends  were
  declared  and paid in full, and in any distribution of assets other than
  by way of dividends in accordance with the sums which would  be  payable
  on such distribution if all sums payable were discharged in full.
    (c)  If  any  such  number of shares or any such designation, relative
  right, preference or limitation of the shares of any series is not fixed
  in the certificate of incorporation, it may be fixed by  the  board,  to
  the  extent  authorized  by  the  certificate of incorporation.   Unless
  otherwise provided in the certificate of incorporation,  the  number  of
  preferred  shares  of  any series so fixed by the board 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 the number of such shares shall be decreased,  the
  number  of  shares  by  which  the  series  is  decreased  shall, unless
  eliminated pursuant to paragraph (e) of this section, resume the  status
  which  they  had  prior  to  being  designated  as  part  of a series of
  preferred shares.
    (d) Before the issue of any shares of  a  series  established  by  the
  board,  a  certificate  of  amendment  under section 805 (Certificate of
  amendment; contents) shall be delivered  to  the  department  of  state.
  Such certificate shall set forth:
    (1) The name of the corporation, and, if it has been changed, the name
  under which it was formed.
    (2)  The  date  the  certificate  of  incorporation  was  filed by the
  department of state.
    (3) That the certificate of incorporation is thereby  amended  by  the
  addition  of  a  provision  stating  the  number,  designation, relative
  rights, preferences, and limitations of the  shares  of  the  series  as
  fixed by the board, setting forth in full the text of such provision.
    (e)  Action  by  the  board  to  increase  or  decrease  the number of
  preferred shares of any series pursuant to paragraph (c) of this section
  shall become effective by  delivering  to  the  department  of  state  a
  certificate  of  amendment  under section 805 (Certificate of amendment;
  contents) which shall set forth:
    (1) The name of the corporation, and, if it has been changed, the name
  under which it was formed.
    (2) The date its certificate  of  incorporation  was  filed  with  the
  department of state.
    (3)  That  the  certificate  of  incorporation  is  thereby amended to
  increase or decrease, as the case may be, the number of preferred shares
  of any series so fixed by the board, setting forth the specific terms of
  the amendment and the number  of  shares  so  authorized  following  the
  effectiveness of the amendment.
    When no shares of any such series are outstanding, either because none
  were  issued  or  because  no  issued  shares  of any such series remain

outstanding, the certificate of amendment under section 805 may also set
  forth a statement that none of the authorized shares of such series  are
  outstanding  and  that none will be issued subject to the certificate of
  incorporation,  and,  when such certificate becomes accepted for filing,
  it shall  have  the  effect  of  eliminating  from  the  certificate  of
  incorporation  all matters set forth therein with respect to such series
  of preferred shares.