Guam § 28602 - Terms of Class or Series Determined by Board of Directors.

§ 28602. Terms of Class or Series Determined by Board of Directors.

(a) If and to the extent the articles of incorporation so provide, the board

of directors may determine, in whole or part, the preferences, limitations, and

relative rights (within the limits set forth in § 28601) of:

(1) any class of shares before the issuance of any shares of that

class or

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(2) one or more series within a class before the issuance of any

shares of that series.

(b) Each series of a class must be given a distinguishing designation.

(c) All shares of a series must have preferences, limitations, and relative

rights identical with those of other shares of the same series and, except to

the extent otherwise provided in the description of the series, with those of

other series of the same class.

(d) Before issuing any shares of a class or series created under this

section, the corporation must deliver to the Director of Revenue & Taxation

for filing amended articles of incorporation, which are effective without

shareholder action as provided in § 281005. Such amended articles of

incorporation shall include provisions determining the terms of the class or

series of shares as duly adopted by the board of directors. When any shares

of a class or series created under this section are no longer outstanding, the

corporation may deliver to the Director of Revenue & Taxation for filing

amended articles of incorporation which are effective without shareholder

action, omitting the provisions determining the terms of the class or series of

shares no longer outstanding.