§ 4-26-712 — Shares without preemptive rights - Corporate powers and limitations

(a) In respect to shares or securities which are not subject to or which have been released from preemptive rights, or in respect to which preemptive rights have expired, and subject to subsection (b): (1) The board of directors may grant options to subscribe for, or to purchase, such shares or securities; and it may fix the terms and consideration of such optional rights and of the purchase to be made thereunder. The optional rights may be evidenced in such form as the board may prescribe and may be made transferable. (2) The board of directors, without the granting of options, may authorize the sale and issuance of the shares or securities; and the board may select the purchasers and fix the terms and consideration for the sale and issuance of the shares and securities. (b) (1) A corporation shall not issue or sell to any one (1) or more of its directors, officers, or employees or to any one (1) or more of the directors, officers, or employees of a subsidiary corporation any of its treasury or authorized shares which carry voting rights, as defined in § 4-26-711(b) , or options to purchase shares, or securities convertible into or carrying options to purchase shares, unless such action, including the terms and consideration of the proposed issuance and sale, shall first be approved by the vote or written consent of the holders of at least a majority of the shares of the corporation which carry such voting rights. (2) However, no corporation which is required by the laws of the United States to register with and file periodic reports with the United States Securities and Exchange Commission shall be subject to the provisions of this subsection.

Legislative History

Acts 1965, No. 576, § 28; 1973, No. 110, § 1; A.S.A. 1947, § 64-213.