Title 14, Chapter 2, Section 623
( 14-2-623)
(a) Unless the articles of incorporation provide otherwise, shares
may be issued pro rata and without consideration to the
corporation's shareholders or to the shareholders of one or more
classes or series. An issuance of shares under this subsection is a
share dividend. (b) Shares of one class or series may not be issued as a share
dividend in respect of shares of another class or series unless: (1) The articles of incorporation so authorize; (2) A majority of the votes entitled to be cast by the class or
series to be issued approve the issue; or (3) There are no outstanding shares of the class or series to be
issued. (c) If the board of directors does not fix the record date for
determining shareholders entitled to a share dividend, it is the
date the board of directors authorizes the share dividend. (d) If a corporation which has treasury shares declares a share
dividend, such dividend shall not be deemed to include a dividend on
treasury shares unless the resolution declaring the dividend
expressly so provides. |