§ 55-6-23. Share dividends. - North Carolina Statutes

§55‑6‑23.  Share dividends.

(a)        Unless the articlesof incorporation provide otherwise, shares may be issued pro rata and withoutconsideration to the corporation's shareholders or to the shareholders of oneor more classes or series.  An issuance of shares under this subsection is ashare dividend.

(b)        Shares of one classor series may not be issued as a share dividend in respect of shares of anotherclass or series unless:

(1)        The articles ofincorporation so authorize,

(2)        There are nooutstanding shares of the class or series to be issued, or

(3)        A majority of thevotes entitled to be cast by the class or series to be issued approve theissuance of not more than a stated number of shares within a period of not morethan one year after such approval.

(c)        If the board ofdirectors does not fix the record date for determining shareholders entitled toa share dividend, it is the date the board of directors authorizes the sharedividend. (1955, c. 1371, s. 1; 1959, c. 1316, ss. 17, 18; 1989,c. 265, s. 1; 1989 (Reg. Sess., 1990), c. 1024, s. 12.8.)