§415-54 Articles of incorporation. (a) The articles of incorporation shall be delivered to and filed by the director and shall set forth:

(1) The name of the corporation;

(2) The aggregate number of shares which the corporation shall have authority to issue, and, if the shares are to be divided into classes, the number of shares of each class;

(3) The mailing address of its initial or principal office and, if the corporation is required at the time of incorporation to have a registered office and registered agent in this State, the street address of the corporation's initial registered office and the name of its initial registered agent at that office; provided that where no specific street address is available for the corporation's initial or principal office or for the corporation's registered office, the rural route post office number or post office box designated or made available by the United States Postal Service;

(4) The number of directors constituting the initial board of directors and the names and residence addresses of the individuals who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualified; provided that where no specific street address is available, the rural route post office number or post office box designated or made available by the United States Postal Service; and

(5) The name, title, and residence address of each officer; provided that where no specific street address is available, the rural route post office number or post office box designated or made available by the United States Postal Service.

(b) It shall not be necessary to set forth in the articles of incorporation any of the corporate powers enumerated in this chapter.

(c) In addition to provisions required therein, the articles of incorporation may also contain:

(1) The period of duration, if less than perpetual;

(2) Limitations, if any, upon the purpose for which the corporation is organized;

(3) If the shares are to be divided into classes, the designation of each class and a statement of the preferences, limitations, and relative rights in respect of the shares of each class and in the absence of such a provision, all shares shall be common stock of the same class;

(4) If the corporation is to issue the shares of any preferred or special class in series, then the designation of each series and a statement of the variations in the relative rights and preferences as between series insofar as the same are to be fixed in the articles of incorporation, and a statement of any authority to be vested in the board of directors to establish series and fix and determine the variations in the relative rights and preferences as between series, and in the absence of any such provision, no class of shares may be issued in series and the board of directors shall have no such authority;

(5) If any preemptive right by shareholders is to be expanded, denied, restricted, or limited, the provisions therefor;

(6) The names of the initial subscribers for shares of each class and the number of shares subscribed for;

(7) The subscription price or prices for shares of each class subscribed for by each initial subscriber, and if it is to be paid in other than cash, the consideration in which it is to be paid;

(8) The amount of capital and paid-in surplus, if any, paid in by each initial subscriber, separately stating the amount paid in cash and in property; and

(9) Provisions not inconsistent with law regarding:

(A) The direction of the management of the business and the regulation of the affairs of the corporation;

(B) The definition, limitation, and regulation of the powers of the corporation, the directors, and the shareholders, or any class of the shareholders, including restrictions on the transfer of shares;

(C) The par value of any authorized shares or class of shares; and

(D) Any provision which under this chapter is required or permitted to be set forth in the bylaws. [L 1983, c 167, pt of §1; am L 1985, c 270, §4; am L 1987, c 135, §34; am L 1988, c 372, §3; am L 1999, c 249, §5]