670 ARTICLE 23.

specified consideration or certain specified considerations, subject to such
limitations and restrictions, if any, as may be set forth in the charter or in
the by-laws of the corporation. Such authorization, however, shall not be
effective for the purposes of this section unless such charter shall set forth:

(a) In the case of stock and/or convertible securities authorized to be
issued for money, the maximum number of shares and/or the maximum
amount of convertible securities authorized to be so issued and the minimum
price to be received for each share of each class or the the minimum price
to be received for a given number of shares of one or more classes and/or
for a given amount of convertible securities, as the case may be.

(b) In the case of stock and/or convertible securities authorized to be
issued for a consideration other than money, the number of shares of each
class and/or the amount of convertible securities authorized to be issued
therefor, a particular description of such consideration, showing its nature
and character, and the actual value of such consideration as fixed by the
incorporators, or by the board of directors in the case of an amendment to
the charter.

(c) The terms in detail upon which any convertible securities authorized
to be issued are convertible into stock of the corporation.

1920, ch. 545, sec. 35D. 1924, ch. 550, sec. 35D.
45. The charter of any corporation of this State may empower the
board of directors thereof to authorize the issuance from time to time of
shares of its stock without par value of any class and securities convertible
into shares of its stock without par value of any class for such considerations
as said board of directors may deem advisable, subject to' such limitations
and restrictions, if any, as may be set forth in the charter or in the by-laws
of the corporation. The board of directors shall, by resolution, state its
opinion of the actual value of any consideration other than money for which
it authorizes shares of stock without par value or securities convertible into
shares of stock without par value to be issued, unless such value shall have
been fixed by the charter.

1922, ch. 309, sec. 35D 1/2.

46. For the purposes of Sections 41 to 45, inclusive, of this article the
consideration for which stock is issued as a stock dividend shall be taken
to be the capitalization thereby of surplus or net profits of the corporation,
and the actual value of such consideration shall be taken to be an amount
equal to the surplus or net profits thereby capitalized.

1920, ch. 545, sec. 35E.

47. There shall be no individual liability upon any subscriber to, or
holder of, any stock of any corporation of this State, beyond his obligation
to the corporation or its receiver, trustee or other person winding up its
affairs, to comply with the terms of the contract of subscription, and any
and all stock for which the agreed consideration shall have been paid or
delivered shall be fully paid and non-assessable stock of the corporation,
provided, however, that nothing in this Section shall be taken or construed