KRS 271B.6-010: Authorized shares.

(1) The articles of incorporation shall prescribe the classes of shares and series of

shares within a class and the number of shares of each class and series that the

corporation is authorized to issue. If more than one (1) class or series of shares is

authorized, the articles of incorporation shall prescribe a distinguishing designation

for each class or series, and, prior to the issuance of shares of a class or series, the

preferences, limitations, and relative rights of that class or series must be described

in the articles of incorporation. All shares of a class shall have preferences,

limitations, and relative rights identical with those of other shares of the same class

except to the extent otherwise permitted by KRS 271B.6-020.

(2) The articles of incorporation shall authorize:

(a) One (1) or more classes or series of shares that together have unlimited voting

rights; and

(b) One (1) or more classes or series of shares which may be the same class or

classes as those with voting rights, that together are en titled to receive the net

assets of the corporation upon dissolution.

(3) The articles of incorporation may authorize one (1) or more classes or series of

shares that:

(a) Have special, conditional, or limited voting rights, or no right to vote, except

to the extent otherwise provided by this chapter;

(b) Are redeemable or convertible as specified in the articles of incorporation:

1. At the option of the corporation, the shareholder, or another person or

upon the occurrence of a designated event;

2. For cash, indebtedness, securities, or other property; or

3. In a designated amount or in an amount determined in accordance with a

designated formula or by reference to extrinsic data or events;

(c) Entitle the holders to distributions calculated in any manner, including

dividends that may be cumulative, noncumulative, or partially cumulative; or

(d) Have preference over any other class or series of shares with respect to

distributions, including dividends and distributions upon the dissolution of the

corporation.

(4) Terms of shares may be made dependent upon facts objectively ascertainable

outside the articles of incorporation in accordance with KRS 271B.1-200(2).

(5) The description of the designations, preferences, limitations, and relative rights of

share classes in subsection (3) of this section shall not be considered exhaustive.