N.Y. Banking Law § 5001: Authorized shares

§ 5001. Authorized shares. 1. Every corporation shall have power to

create and issue the number of shares stated in its organization

certificate. Such shares may be all of one class or may be divided into

two or more classes. Each class shall consist of shares with 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 organization certificate. The

organization certificate may deny, limit or otherwise define the voting

rights and may limit or otherwise define the dividend or liquidation

rights or 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, 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.

2. 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 not be designated as preferred shares.

3. Subject to the designations, relative rights, preferences and

limitations applicable to separate series and except as otherwise

permitted by subdivision two of section five thousand five of this

chapter, each share shall be equal to every other share of the same

class.