N.Y. BNK Law § 5002

§ 5002. Issue of any class of preferred shares in series. 1. If the\norganization certificate so provides, a corporation may issue any class\nof preferred shares in series. Shares of each such series, when issued,\nshall be designated to distinguish them from the shares of all other\nseries.\n 2. The number of shares included in any or all series of any classes\nof preferred shares and any or all of the designations, relative rights,\npreferences and limitations of any or all such series may be fixed in\nthe organization certificate, subject to the limitation that, if the\nstated dividends and amounts payable on liquidation are not paid in\nfull, the shares of all series of the same class shall share ratably in\nthe payment of dividends including accumulations, if any, in accordance\nwith the sums which would be payable on such shares if all dividends\nwere declared and paid in full, and in any distribution of assets other\nthan by way of dividends in accordance with the sums which would be\npayable on such distribution if all sums payable were discharged in\nfull.\n 3. If any such number of shares or any such designation, relative\nright, preference or limitation of the shares of any series is not fixed\nin the organization certificate, it may be fixed by the board, to the\nextent authorized by the organization certificate.\n 4. Before the issue of any shares of a series established by the\nboard, a certificate of amendment shall be filed as provided in section\neight thousand five. Such certificate shall set forth:\n (a) The name of the corporation and, if it has been changed, the name\nunder which it was formed.\n (b) The date the organization certificate was filed by the\nsuperintendent.\n (c) That the organization certificate is thereby amended by the\naddition of a provision stating the number, designation, relative\nrights, preferences, and limitations of the shares of the series as\nfixed by the board, setting forth in full the text of such provision.\n