Illinois Code § 6.10

§ 6.10.

Issuance of shares of preferred or special classes in series. (a) If the articles of incorporation so provide, the shares of any preferred or special class may be divided into and issued in series. If the shares of any such class are to be issued in series, then each series shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. Any or all of the series of any such class and the variations in the relative rights and preferences as between different series may be fixed and determined by the articles of incorporation or by resolution of the board of directors pursuant to authority contained in the articles of incorporation, subject to the provisions of Section 7.40, provided that all shares of the same class shall be identical except as to the following relative rights and preferences, in respect of any or all of which there may be variations between different series: (1) The rate of dividend, or the facts ascertainable outside the articles of incorporation, or the resolution of the board of directors pursuant to authority contained in the articles of incorporation, providing the basis for determining such rate of dividend, but only if the manner in which such facts are to operate upon the dividend rate of any such series shall be clearly and expressly set forth in the articles of incorporation or in such resolution. (2) The price at and the terms and conditions on which shares may be redeemed. (3) The amount payable upon shares in event of involuntary liquidation. (4) The amount payable upon shares in event of voluntary liquidation. (5) Sinking fund provisions for the redemption or purchase of shares. (6) The terms and conditions on which shares may be converted, if the shares of any series are issued with the privilege of conversion. (7) The limitation or denial of voting rights, or the grant of special voting rights. (b) Prior to the issue of any shares of a series established by resolution adopted by the board of directors, the corporation shall execute and file in duplicate, in accordance with Section 1.10 of this Act, a statement setting forth: (1) The name of the corporation. (2) A copy of the resolution establishing and designating the series, and fixing and determining the relative rights and preferences thereof. (3) The date of adoption of such resolution. (4) That such resolution was duly adopted by the board of directors. (c) Upon the filing of such statement by the Secretary of State, the resolution establishing and designating the series and fixing and determining the relative rights and preferences thereof shall become effective. (Source: P.A. 86-464.)