{"data":{"id":"us-ky/krs-271b.6-020","jurisdiction":"us-ky","citation":"KRS 271B.6-020","heading":"Terms of class or series determined by board of directors -- Articles of","body":"amendment.\n(1) If the articles of incorporation so provide, the board of directors may determine, in\nwhole or in part, the preferences, limitations, and relative rights, withi n the limits\nset forth in KRS 271B.6-010, of:\n(a) Any class of shares before the issuance of any shares of that class; or\n(b) One (1) or more series within a class before the issuance of any shares of that\nseries.\n(2) Each series of a class shall be given a distinguishing designation.\n(3) All shares of a series shall have preferences, limitations, and relative rights identical\nwith those of other shares of the same series and, except to the extent otherwise\nprovided in the description of the series, with those of other series of the same class.\n(4) Before issuing any shares of a class or series created under this section, the\ncorporation shall deliver to the Secretary of State for filing articles of amendment,\nwhich are effective without shareholder action, that set forth:\n(a) The name of the corporation;\n(b) The text of the amendment determining the terms of the class or series of\nshares;\n(c) The date it was adopted; and\n(d) A statement that the amendment was duly adopted by the board of directors.\n(5) The board of directors may adopt articles of amendment without shareholder action\nto make any of the following changes to a class or series created under this section:\n(a) Increase the number of shares of a series but not above the total number of\nauthorized and unissued shares of the class;\n(b) Decrease the number of shares of a series but not below the number of shares\nof the series then issued and outstanding;\n(c) Amend the designation, preferences, limitations, or relative rights of the\nshares of a class or series if no shares of the class or series are then issued or\noutstanding; or\n(d) Eliminate the designation of, and all references to, a series from the articles of\nincorporation if no shares of the series are then issued and outstanding.\n(6) If an amendment reduces the number of shares of a series, or eliminates a series, the\nshares previously subject to issuance in the series shall return to the status they had\nbefore the creation of the series.\n(7) Articles of amendment adopted pursuant to s ubsection (5) of this section shall be\ndelivered to the Secretary of State for filing and shall state:\n(a) The name of the corporation;\n(b) The designation of the class or series subject to the amendment;\n(c) The text of the amendment changing the class or series;\n(d) The date the amendment was adopted; and\n(e) A statement that the amendment was duly adopted by the board of directors.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=13337","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:18Z","sha256":"600945e9d114e030713ce5ad5d86709c6b6461229d815320817d4d4e7c14bb6f","source_id":"us-ky","stale":false,"prev":"us-ky/krs-271b.6-010","next":"us-ky/krs-271b.6-030"},"notice":"GroundRules: Original legal text. Not legal advice."}