§ 5007. Certificates representing shares. 1. The shares of a
corporation shall be represented by certificates or shall be
uncertificated shares. Certificates shall be signed by the chairman or
a vice-chairman of the board or the president or a vice-president and
the secretary or an assistant secretary or, in the case of a corporation
which does not have a secretary or an assistant secretary, by the
cashier or an assistant cashier, or the treasurer or an assistant
treasurer of the corporation, and may be sealed with the seal of the
corporation or a facsimile thereof. The signatures of the officers upon
a certificate may be facsimiles if (i) the shares are listed on a
registered national security exchange, or (ii) the certificate is
countersigned by a transfer agent or registered by a registrar which,
unless the corporation is a trust company, shall be a person other than
the corporation itself or its employee. In case any officer who has
signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer before such certificate is issued,
it may be issued by the corporation with the same effect as if he or she
were such officer at the date of issue.

2. Each certificate representing shares issued by a corporation which
is authorized to issue shares of more than one class shall set forth
upon the face or back of the certificate, or shall state that the
corporation will furnish to any stockholder upon request and without
charge, a full statement of the designation, relative rights,
preferences and limitations of the shares of each class authorized to be
issued and, if the corporation is authorized to issue any class of
preferred shares in series, the designation, relative rights,
preferences and limitations of each such series so far as the same have
been fixed and the authority of the board to designate and fix the
relative rights, preferences and limitations of other series.

3. Each certificate representing shares shall when issued state upon
the face thereof:

(a) That the corporation is formed under the laws of this state.

(b) The name of the person or persons to whom issued.

(c) The number and class of shares, and the designation of the series,
if any, which such certificate represents.

(d) The par value of each share represented by such certificate.

4. Shares shall be transferable in the manner provided by law and in
the by-laws.

5. The corporation may issue a new certificate for shares in place of
any certificate theretofore issued by it, alleged to have been lost or
destroyed, and the board may require the owner of the lost or destroyed
certificate, or his legal representative, to give the corporation a bond
sufficient to indemnify the corporation against any claim that may be
made against it on account of the alleged loss or destruction of any
such certificate or the issuance of any such new certificate.

6. Unless otherwise provided by the articles of incorporation or
by-laws, the board of directors of a corporation may provide by
resolution that some or all of any or all classes and series of its
shares shall be uncertificated shares, provided that such resolution
shall not apply to shares represented by a certificate until such
certificate is surrendered to the corporation. Within a reasonable time
after the issuance or transfer of uncertificated shares, the corporation
shall send to the registered owner thereof a written notice containing
the information required to be set forth or stated on certificates
pursuant to subdivisions two and three of this section. Except as
otherwise expressly provided by law, the rights and obligations of the
holders of uncertificated shares and the rights and obligations of the
holders of certificated shares and the rights and obligations of the
holders of certificates representing shares of the same class and series
shall be identical.