DIY Legal Forms

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Common Stock More Than One Vote Per Share

The total number of shares that this corporation (Corporation) is authorized to issue is [number] shares of Common Stock, Class A, of ........ dollars ($........) par value, [number] shares of Common Stock, Class B, which shall have no par value, and [number] shares of Preferred Stock of ........ dollars ($........) par value. Dividends are payable on Classes A and B of the Common Stock, when and as declared, out of the unreserved earned surplus remaining after the payment of the dividends on the Preferred Stock, in equal amounts as if both Classes of the Common Stock were one Class. Dividends on the Common Stock may be in the form of cash, property, or shares of the Common Stock, either Class A or Class B, or both. No dividends are payable on Classes A and B of the Common Stock if there are any accrued dividends on the Preferred Stock, up to and including the current quarterly dividend period for such Preferred Stock, which have not been paid, or which have been declared and a sum set aside for repayment.

Each holder of the Common Stock, Class A, shall be entitled to one (1) vote for each share of stock standing in holder's name on the books of Corporation. Each holder of the Common Stock, Class B, shall be entitled to one and one-half (1.5) votes for each share of stock standing in holder's name on the books of Corporation.

[Additional Paragraph: used if cumulative voting is to be permitted by the Certificate]

At each election of Directors, each holder of the Common Stock, Class A, shall have as many votes as the number of shares of Common Stock, Class A, held by holder multiplied by the number of Directors to be elected by the combined holders of Classes A and B of the Common Stock. At each election of Directors, each holder of the Common Stock, Class B, shall have the number of votes equal to one and one half (1.5) times the number of shares of Common Stock, Class B, held by holder multiplied by the number of Directors to be elected by the combined holders of Classes A and B of the Common Stock. These votes may be divided among the total number of Directors to be elected by the combined holders of Classes A and B of the Common Stock, or distributed among any lesser number, in such proportion as the holder may desire.