No par stock; issuance; price

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  • (a) Shares of capital stock without par value, whether common or preferred or special, may be issued by the corporation from time to time for such purchase price as fixed from time to time by the board of directors thereof, unless in the articles of incorporation the power to fix such purchase price shall have been reserved to the stockholders, in which event such power shall be exercised by the stockholders by consent in writing or by vote of the holders of record of two-thirds of the total number of shares of each class of stock then outstanding and entitled to vote in respect thereto, said vote being given at a meeting called for the purpose in such manner as shall be prescribed by the bylaws. If any shares of stock of the corporation without par value shall have been subscribed or issued any resolution of the directors or of the stockholders fixing the purchase price for issue of shares of stock without par value shall be preceded by a determination by the directors and shall include a statement that the directors or the stockholders as the case may be have determined that such purchase price under the circumstances prevailing at the time of adopting such resolution is fair and equitable to all the existing stockholders. Although such power has been reserved to the stockholders, the directors may nevertheless fix such purchase price for the first issue of stock, and such issue shall not exceed 10 percent of the whole amount of such stock authorized by the articles of incorporation.

  • (b) Any and all shares without par value so issued for which the purchase price so fixed has been paid or delivered shall be deemed fully paid stock and shall not be liable to any further call or assessments thereon, and the holders of such shares shall not be liable for any further payments in respect of such shares under the provision of this chapter.


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