(a) A certificate, entitled "Certificate of incorporation of ......
(name of corporation) under section 402 of the Business Corporation
Law", shall be signed by each incorporator, with his name and address
included in such certificate and delivered to the department of state.
It shall set forth:
(1) The name of the corporation.
(2) The purpose or purposes for which it is formed, it being
sufficient to state, either alone or with other purposes, that the
purpose of the corporation is to engage in any lawful act or activity
for which corporations may be organized under this chapter, provided
that it also state that it is not formed to engage in any act or
activity requiring the consent or approval of any state official,
department, board, agency or other body without such consent or approval
first being obtained. By such statement all lawful acts and activities
shall be within the purposes of the corporation, except for express
limitations therein or in this chapter, if any.
(3) The county within this state in which the office of the
corporation is to be located.
(4) The aggregate number of shares which the corporation shall have
the authority to issue; if such shares are to consist of one class only,
the par value of the shares or a statement that the shares are without
par value; or, if the shares are to be divided into classes, the number
of shares of each class and the par value of the shares having par value
and a statement as to which shares, if any, are without par value.
(5) If the shares are to be divided into classes, the designation of
each class and a statement of the relative rights, preferences and
limitations of the shares of each class.
(6) If the shares of any preferred class are to be issued in series,
the designation of each series and a statement of the variations in the
relative rights, preferences and limitations as between series insofar
as the same are to be fixed in the certificate of incorporation, a
statement of any authority to be vested in the board to establish and
designate series and to fix the variations in the relative rights,
preferences and limitations as between series and a statement of any
limit on the authority of the board of directors to change the number of
shares of any series of preferred shares as provided in paragraph (e) of
section 502 (Issue of any class of preferred shares in series).
(7) A designation of the secretary of state as agent of the
corporation upon whom process against it may be served and the post
office address within or without this state to which the secretary of
state shall mail a copy of any process against it served upon him.
(8) If the corporation is to have a registered agent, his name and
address within this state and a statement that the registered agent is
to be the agent of the corporation upon whom process against it may be
(9) The duration of the corporation if other than perpetual.
(b) The certificate of incorporation may set forth a provision
eliminating or limiting the personal liability of directors to the
corporation or its shareholders for damages for any breach of duty in
such capacity, provided that no such provision shall eliminate or limit:
(1) the liability of any director if a judgment or other final
adjudication adverse to him establishes that his acts or omissions were
in bad faith or involved intentional misconduct or a knowing violation
of law or that he personally gained in fact a financial profit or other
advantage to which he was not legally entitled or that his acts violated
section 719, or
(2) the liability of any director for any act or omission prior to the
adoption of a provision authorized by this paragraph.
(c) The certificate of incorporation may set forth any provision, not
inconsistent with this chapter or any other statute of this state,
relating to the business of the corporation, its affairs, its rights or
powers, or the rights or powers of its shareholders, directors or
officers including any provision relating to matters which under this
chapter are required or permitted to be set forth in the by-laws. It is
not necessary to set forth in the certificate of incorporation any of
the powers enumerated in this chapter.