Sec. 32. (a) If the board of directors of an association, under authority expressly vested in the board by the articles of incorporation, adopts a resolution that determines and states the relative rights, preferences, limitations, or restrictions of any class or classes of shares, or of any series of any class or classes, the association may not issue any of such shares unless the association first presents in duplicate in the office of the secretary of state, accompanied by the fees prescribed by this chapter, a certificate signed by the secretary or assistant secretary, and verified under oath by the president or a vice president of the association, setting forth the resolution so adopted and the time and manner of its adoption.

     (b) Upon presentation of a certificate under subsection (a), the secretary of state, if the secretary of state finds that the certificate conforms to law and to the articles of incorporation of the association:

(1) shall endorse the secretary of state’s approval on each copy of the certificate; and

(2) when all fees have been paid as required by law, shall:

(A) file one (1) copy of the certificate in the secretary of state’s office;

(B) issue the secretary of state’s certificate of approval and filing; and

(C) forward to the association the secretary of state’s certificate, together with the other copy of the certificate of the officers of the association bearing the endorsement of the secretary of state’s approval.

After the secretary of state takes the actions under subdivisions (1) and (2), the association may issue the shares.

[Pre-2008 Recodification Citations: subsection (a) formerly 15-7-1-13(j) part; subsection (b) formerly 15-7-1-13(j) part.]

As added by P.L.2-2008, SEC.3.