RE:Question to all the knowledgable members I haven't seen the resolution, but I am surprised that the company is currently only authorized to issue common shares. Virtually all mom and pop private corporations are incorporated these days with articles of incorporation that authorize the company to issue several different classes of shares with various characteristics. The standard set of articles that I have lawyers use for clients has Classes "A" through "P". A preferred share can have various characteristics, but usually they are nothing more than glorified debt, but without the repayment schedule. Usually they would be non-voting, fixed-value, senior to common shares but junior to debt (on liquidation of a company) in the capital structure. A company might simply issue such a share in order to raise capital to pay down debt. How about a 4-5% (non-deductible) dividend payment, versus an 8% interest payment? Maybe not a bad idea. The company would normally have the ability to call the shares in for redemption, but the shareholders wouldn't have the right to retraction.