New Jersey § 14a:7-2

§ 14a:7-2.

(1) The division of shares into classes and into series within any class or classes,

the determination of the designation and the number of shares of any class or series,

the determination of the relative rights, preferences and limitations of the shares

of any class or series, and any or all of such divisions and determinations, may be

accomplished by the original certificate of incorporation or may be accomplished by

an amendment or amendments thereto. Such an amendment may be made by any procedure to amend the certificate of incorporation

provided for in Chapter 9 of this act or as provided in subsection 14A:7-2(2). (2) Such an amendment may be made by action of the board if the certificate of incorporation

authorizes the board to make such divisions and determinations . Unless otherwise provided in the certificate of incorporation, authority granted

to the board to determine the number of shares of any class or series shall be deemed

to include the power to increase the number of shares of such class or series previously

determined by it, and to decrease such previously determined number of shares to a

number not less than that of the shares then outstanding. Upon any such decrease, the affected shares shall continue as part of the authorized

shares and shall have such designation and such relative rights, preferences and limitations

as they had before the board first acted to include them in such class or series. Unless otherwise provided in the certificate of incorporation, authority granted

to the board to determine the relative rights and preferences of any class or series

shall be deemed to include the power to determine relative rights and preferences

which are prior or subordinate to, or equal with, the shares of any other class or

series, whether or not such other shares are issued and outstanding at the time when

the board acts to determine such relative rights and preferences. The certificate of incorporation may authorize the board to change the designation

or number of shares, or the relative rights, preferences and limitations of the shares,

of any theretofore established class or series no shares of which have been issued. (3) Whenever the board acts under subsection 14A:7-2(2) it shall adopt a resolution

setting forth its actions and stating the designation and number of shares, and the

relative rights, preferences and limitations of the shares, of each class and series

thereby created or with respect to which it has made a determination or change. (4) Before the issue of any shares of a class or series with respect to which the

board has acted under subsection 14A:7-2(2), the corporation shall execute and file

in the office of the Secretary of State a certificate of amendment to the certificate

of incorporation setting forth (a) the name of the corporation; (b) a copy of the resolution of the board required by subsection 14A:7-2(3); (c) that such resolution was duly adopted by the board and the date of such adoption;

and (d) that the certificate of incorporation is amended so that the designation and number

of shares of each class and series acted upon in the resolution, and the relative

rights, preferences and limitations of each such class and series, are as stated in

the resolution.