ALBERT C. RITCHIE, GOVERNOR 1117

required in connection with the authorisation of the issuance
of any stock or convertible securities.

(8 t It' the issuance thereof shall have been authorized in
the manner provided in Section 35B or in the manner pro-
vided in Section 35C of this Article, fully paid and non-
assessable shares of stock having a par value or securities
convertible into fully paid and non-assessable shares of such
stock may be isused for a consideration in money less than
the par value of such shares or of shares into which such
securities are convertible, or for 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 convertible.

35A. The board of directors of 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 cor-
poration, authorize the issuance of shares of its stock of
any class having a par value (except stock convertible into
stock without par value), for money at not less than either
the par value thereof or the aggregate par value of any shares
of stock into which they are convertible, whichever is the
greater, and authorize the issuance of convertible securities
of such corporation, except securities convertible into shares
of stock without par value, at not less than the par value
of the shares into which such securities are convertible.

35B. Any corporation of this State may, from time to
tiine, subject to any limitation or restriction contained in
the charter or by-laws of such corporation, issue shares of
its stock of any class pursuant to authorization given in
the manner following:

(1 ) If there are no shares of stock outstanding and entitled
to vote thereon. 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 securi-
ties, from time to time, for such considerations as said board
of directors may deem advisable. 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 authorize the issuance of certain