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(a) Each corporation shall have power to create and issue the number of shares specified in its articles of incorporation. Such shares may be divided into one or more classes or series. Unless otherwise provided in the articles of incorporation, such shares shall carry preemptive rights.

(b) Where a corporation issues shares as “preferred”:

(1) The corporation may reserve the right to redeem the shares at the price fixed by the articles of incorporation;

(2) The holders thereof are entitled to payment of dividends;

(3) The shares shall have preference over other classes of shares with regard to payment of dividends;

(4) Holders of preferred shares shall have preference in the distribution of corporate assets should the corporation undergo dissolution;

(5) Preferred shares are convertible into either shares of any other class, or shares of any series of the same, or any other class, except a class having prior or superior rights and preferences as to dividends or distribution of assets upon dissolution. [Ord. 18 Part II § 1, adopted, 10/7/2008.]