N.Y. Banking Law § 5007: Certificates representing shares

§ 5007. Certificates representing shares. 1. The shares of a

corporation shall be represented by certificates or shall be

uncertificated shares. Certificates shall be signed by the chairman or

a vice-chairman of the board or the president or a vice-president and

the secretary or an assistant secretary or, in the case of a corporation

which does not have a secretary or an assistant secretary, by the

cashier or an assistant cashier, or the treasurer or an assistant

treasurer of the corporation, and may be sealed with the seal of the

corporation or a facsimile thereof. The signatures of the officers upon

a certificate may be facsimiles if (i) the shares are listed on a

registered national security exchange, or (ii) the certificate is

countersigned by a transfer agent or registered by a registrar which,

unless the corporation is a trust company, shall be a person other than

the corporation itself or its employee. In case any officer who has

signed or whose facsimile signature has been placed upon a certificate

shall have ceased to be such officer before such certificate is issued,

it may be issued by the corporation with the same effect as if he or she

were such officer at the date of issue.

2. Each certificate representing shares issued by a corporation which

is authorized to issue shares of more than one class shall set forth

upon the face or back of the certificate, or shall state that the

corporation will furnish to any stockholder upon request and without

charge, a full statement of the designation, relative rights,

preferences and limitations of the shares of each class authorized to be

issued and, if the corporation is authorized to issue any class of

preferred shares in series, the designation, relative rights,

preferences and limitations of each such series so far as the same have

been fixed and the authority of the board to designate and fix the

relative rights, preferences and limitations of other series.

3. Each certificate representing shares shall when issued state upon

the face thereof:

(a) That the corporation is formed under the laws of this state.

(b) The name of the person or persons to whom issued.

(c) The number and class of shares, and the designation of the series,

if any, which such certificate represents.

(d) The par value of each share represented by such certificate.

4. Shares shall be transferable in the manner provided by law and in

the by-laws.

5. The corporation may issue a new certificate for shares in place of

any certificate theretofore issued by it, alleged to have been lost or

destroyed, and the board may require the owner of the lost or destroyed

certificate, or his legal representative, to give the corporation a bond

sufficient to indemnify the corporation against any claim that may be

made against it on account of the alleged loss or destruction of any

such certificate or the issuance of any such new certificate.

6. Unless otherwise provided by the articles of incorporation or

by-laws, the board of directors of a corporation may provide by

resolution that some or all of any or all classes and series of its

shares shall be uncertificated shares, provided that such resolution

shall not apply to shares represented by a certificate until such

certificate is surrendered to the corporation. Within a reasonable time

after the issuance or transfer of uncertificated shares, the corporation

shall send to the registered owner thereof a written notice containing

the information required to be set forth or stated on certificates

pursuant to subdivisions two and three of this section. Except as

otherwise expressly provided by law, the rights and obligations of the

holders of uncertificated shares and the rights and obligations of the

holders of certificated shares and the rights and obligations of the

holders of certificates representing shares of the same class and series

shall be identical.