KRS 271B.6-020: Terms of class or series determined by board of directors -- Articles of

amendment.

(1) If the articles of incorporation so provide, the board of directors may determine, in

whole or in part, the preferences, limitations, and relative rights, withi n the limits

set forth in KRS 271B.6-010, of:

(a) Any class of shares before the issuance of any shares of that class; or

(b) One (1) or more series within a class before the issuance of any shares of that

series.

(2) Each series of a class shall be given a distinguishing designation.

(3) All shares of a series shall have preferences, limitations, and relative rights identical

with those of other shares of the same series and, except to the extent otherwise

provided in the description of the series, with those of other series of the same class.

(4) Before issuing any shares of a class or series created under this section, the

corporation shall deliver to the Secretary of State for filing articles of amendment,

which are effective without shareholder action, that set forth:

(a) The name of the corporation;

(b) The text of the amendment determining the terms of the class or series of

shares;

(c) The date it was adopted; and

(d) A statement that the amendment was duly adopted by the board of directors.

(5) The board of directors may adopt articles of amendment without shareholder action

to make any of the following changes to a class or series created under this section:

(a) Increase the number of shares of a series but not above the total number of

authorized and unissued shares of the class;

(b) Decrease the number of shares of a series but not below the number of shares

of the series then issued and outstanding;

(c) Amend the designation, preferences, limitations, or relative rights of the

shares of a class or series if no shares of the class or series are then issued or

outstanding; or

(d) Eliminate the designation of, and all references to, a series from the articles of

incorporation if no shares of the series are then issued and outstanding.

(6) If an amendment reduces the number of shares of a series, or eliminates a series, the

shares previously subject to issuance in the series shall return to the status they had

before the creation of the series.

(7) Articles of amendment adopted pursuant to s ubsection (5) of this section shall be

delivered to the Secretary of State for filing and shall state:

(a) The name of the corporation;

(b) The designation of the class or series subject to the amendment;

(c) The text of the amendment changing the class or series;

(d) The date the amendment was adopted; and

(e) A statement that the amendment was duly adopted by the board of directors.