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 COL372014 CH. 28 GUAM BUSINESS CORPORATION ACT

(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.