CORPORATIONS. 109

a consideration other than money the actual value of which is less than the
par value of such shares or of the shares into which such securities are con-
vertible.

(9) A statement that the actual value of any consideration, in the opin-
ion of a board of directors or as fixed by incorporators, is not less than a
certain sum is a sufficient statement of value to comply with any of the
requirements of Sections 43, 44 and 45. This paragraph (9) shall not be
construed as implying that in the absence of this paragraph (9) the require-
ments of Sections 43, 44 and 45 could properly be otherwise construed.

(10) No corporation of this State shall issue warrants or other instru-
ments evidencing rights or options, limited or unlimited in duration, to
subscribe for shares of its capital stock, whether or not in connection with
the issuance of any other stock or securities of the corporation, except pur-
suant to authorization of the issuance of such shares of stock, in the event
of the exercise of such rights or options, given in the manner provided in
Section 42, Section 43, Section 44 or Section 45 of this Article, which
authorization may specify either the maximum number of shares of each
class authorized to be so issued and the minimum price or prices to be
received or the terms of the rights or options upon which they depend.

An. Code, 1924, sec. 42. 1920, ch. 545, sec. 35A. 1927, ch. 581, sec. 42.

42. The board of directors of any corporation of this State may, from
time to time, subject to any limitation or restriction contained in the char-
ter or by-laws of such corporation, authorize the issuance of shares of its
stock of any class having a par value for money at not less than the par
value thereof, and authorize the issuance of convertible securities of such
corporation, except securities convertible into shares of stock without par
value, for money at not less than the par value of the shares into which
such securities are convertible.

An. Code, 1924, sec. 43. 1920, ch. 545, sec. 35B. 1927, ch. 581, sec. 43.

43. Any corporation of this State may, from time to time, subject to
any limitation or restriction contained in the charter or by-laws of such
corporation, issue shares of its stock of any class and securities convertible
into shares of its stock of any class pursuant to authorization given in the
manner following:

(1) If there arc no shares of stock outstanding and entitled to vote
thereon or if empowered so to do by the charter, the board of directors may,
by resolution, authorize the issuance of any number of shares of stock of
one or more classes, and/or any amount of convertible securities, from time
to time, for such considerations as said board of directors may deem advis-
able. The board of directors shall, by resolution, state its opinion of the
actual value of any consideration other than money for which it authorizes
such stock and/or convertible securities to be issued.

(2) If there are shares of stock outstanding and entitled to vote thereon,
the board of directors may, by resolution, advise the stockholders to author-
ize the issuance of certain shares of stock of one or more classes and/or