Section 1202 - Classes of shares(a) Types of shares--An institution may create and issue: (i) common shares with par value, and(ii) one or more classes of other shares and one or more series of shares within any class thereof, all of which classes may consist of shares with par value or shares without par value and any or all of which classes or series may consist of shares with full, limited, multiple or fractional or no voting rights and with such designations, preferences, qualifications, privileges, limitations, redemption provisions, options, conversion rights and other special rights as shall be stated in the articles or in the resolution or resolutions providing for the issue of such shares adopted by the board of directors pursuant to authority expressly vested in it by the articles. Any of the terms of a class or series of preferred shares may be made dependent upon facts ascertainable outside of the articles, or outside of the resolution or resolutions providing for the issue of such shares adopted by the board of directors pursuant to authority expressly vested in it by the articles, provided that the manner in which the facts will operate upon the terms of the class or series is set forth in the articles or in the resolution or resolutions providing for the issue of such shares adopted by the board of directors. Different series of the same class of shares shall not be construed to constitute different classes of shares for the purpose of voting by classes under this act.(b) Redemption of redeemable shares--Any redeemable shares subject to redemption shall be redeemable only pro rata or by lot or by such other equitable method as is selected by the board of directors, except as otherwise provided in the articles.(c) Status of shares--Shares of an institution shall be deemed personal property. Except as otherwise provided in the articles, each share shall be in all respects equal to every other share.(d) Method of issue--Unless the articles or by-laws otherwise provide, the board of directors may, by resolution duly adopted, issue from time to time, in whole or in part, the shares authorized by the articles.(e) Increase or decrease--The power to increase or decrease authorized capital as provided in, and subject to the limitations of this act shall apply to all or any shares authorized by subsection (a) of this section.(f) Filing of statement affecting class or series of shares--Before any institution shall issue any shares of any class or any series of any class of which the designations, preferences, qualifications, privileges, limitations, redemption provisions, options, conversion rights and other special rights, if any, shall not have been set forth in the articles but shall be provided for in a resolution or resolutions adopted by the board of directors pursuant to authority expressly vested in it by the articles, the institution shall: (i) file with the department a statement executed by two duly authorized officers of the institution, setting forth:(A) the name of the institution,(B) the resolution establishing and designating the class or series and fixing and determining the relative rights and preferences thereof,(C) the aggregate number of shares of such class or series established and designated by: (II) all prior statements, if any, filed under this act with respect thereto, and(III) any other provision of the articles,(D) the date and manner of the adoption of such resolution, and(ii) file with the Department of State a copy of the statement described in clause (i), stamped or otherwise marked by the department to evidence the prior filing thereof with the department pursuant to clause (i). Upon the filing of such statement with the Department of State, the resolution shall become effective and shall operate as an amendment of the articles.(g) Increase or decrease in number of shares--Except to the extent otherwise provided in the articles or in any such resolution, the number of shares of any class or series established and designated in such resolution may be increased or decreased (but not below the number of shares thereof then outstanding) by a statement and a copy thereof filed with the department and with the Department of State, respectively, in accordance with the procedures described in subsection (f), setting forth a resolution adopted by the board of directors increasing or decreasing the authorized number of shares of such class or series. In case the number of shares shall be decreased, the number of shares so specified in the statement shall resume the status which they had prior to the adoption of the preceding resolution or resolutions with respect thereto.(h) Preferences, voting rights, etc.--Except to the extent otherwise provided in the articles or in any such resolution, the authority granted to the board of directors to determine the designations, preferences, qualifications, privileges, limitations, redemption rights, options, conversion rights and other special rights of any class or series shall be deemed to include the power to determine preferences as to dividends or assets which are prior or subordinate to or on parity with any other class or series and to determine designations, qualifications, privileges, limitations, redemption provisions, options, conversion rights and other special rights, including, but not limited to, voting rights, which are greater or lesser than or equal to those of any other class or series, whether or not the other shares are issued or outstanding at the time when the board of directors acts to determine them.Amended by P.L. 1336 2012 No. 170, § 39, eff. 12/23/2012.1965, Nov. 30, P.L. 847, No. 356, § 1202. Amended 1986, Dec. 18, P.L. 1702, No. 205, § 7, imd. effective.