N.Y. Banking Law 5002 – Issue of any class of preferred shares in series
§ 5002. Issue of any class of preferred shares in series. 1. If the organization certificate so provides, a corporation may issue any class of preferred shares in series. Shares of each such series, when issued, shall be designated to distinguish them from the shares of all other series.
Terms Used In N.Y. Banking Law 5002
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- board: means "board of directors". See N.Y. Banking Law 1001
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: means and includes all banks, trust companies, safe deposit companies, investment companies, mutual trust investment companies, and, to the extent not provided otherwise under any regulation of the superintendent of financial services promulgated pursuant to the provisions of section fourteen-e of this chapter, stock-form savings banks and stock-form savings and loan associations. See N.Y. Banking Law 1001
- Organization certificate: includes (a) the original organization certificate or any other instrument filed or issued under any statute to form a corporation or foreign corporation, as amended, supplemented or restated by certificates of amendment, merger or consolidation or other certificates or instruments filed or issued under any statute; or (b) a special act or charter creating a corporation or foreign corporation, as amended, supplemented or restated by special acts or by certificates of amendment, merger or consolidation or other certificates or instruments filed or issued under any statute. See N.Y. Banking Law 1001
2. The number of shares included in any or all series of any classes of preferred shares and any or all of the designations, relative rights, preferences and limitations of any or all such series may be fixed in the organization certificate, subject to the limitation that, if the stated dividends and amounts payable on liquidation are not paid in full, the shares of all series of the same class shall share ratably in the payment of dividends including accumulations, if any, in accordance with the sums which would be payable on such shares if all dividends were declared and paid in full, and in any distribution of assets other than by way of dividends in accordance with the sums which would be payable on such distribution if all sums payable were discharged in full.
3. If any such number of shares or any such designation, relative right, preference or limitation of the shares of any series is not fixed in the organization certificate, it may be fixed by the board, to the extent authorized by the organization certificate.
4. Before the issue of any shares of a series established by the board, a certificate of amendment shall be filed as provided in section eight thousand five. Such certificate shall set forth:
(a) The name of the corporation and, if it has been changed, the name under which it was formed.
(b) The date the organization certificate was filed by the superintendent.
(c) That the organization certificate is thereby amended by the addition of a provision stating the number, designation, relative rights, preferences, and limitations of the shares of the series as fixed by the board, setting forth in full the text of such provision.