35-14-623. Share dividends. (1) 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 of shares. An issuance of shares under this subsection is a share dividend.
(2) Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless:
(a) the articles of incorporation authorize the issue;
(b) a majority of the votes entitled to be cast by the class or series to be issued approve the issue; or
(c) there are no outstanding shares of the class or series to be issued.
(3) The board of directors may fix the record date for determining shareholders entitled to a share dividend, which may not be retroactive. If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, the record date is the date the board of directors authorizes the share dividend.
History: En. Sec. 53, Ch. 271, L. 2019.