THEODORE R. MCKELDIN, GOVERNOR 285

with the Commission a stock issuance statement complying
with the requirements of Section 17 of this Article.

(c) The board of directors shall, from time to time and
prior to the issuance of any such shares of stock or convertible
securities, fix and record in a resolution authorizing the issu-
ance thereof the price or consideration for which such shares of
stock or convertible securities are to be issued, including a
fair description of any consideration other than money and a
statement of the actual value of such consideration either as
then determined in the opinion of the board of directors or as
previously set forth in the charter of the corporation. For
the purposes of this requirement, a statement that the actual
value of any consideration other than money, in the opinion
of the board of directors or as set forth in the charter, as the
case may be, is not less than a certain sum shall be deemed
a sufficient statement of the actual value of such considera-
tion; and in the absence of actual fraud in the transaction any
valuation so fixed by the board of directors or as set forth in
the charter shall be conclusive for all purposes.

(d) If at the time of adoption by the board of directors of
a resolution of authorization as aforesaid there are shares of
stock of the corporation of any class outstanding and entitled
to vote, the corporation shall not issue any shares of stock of
any class or convertible securities unless—

(1) The board of directors is by the charter empowered to
authorize the issuance of such shares of stock or convertible
securities; or

(2) The actual value of the consideration to be received by
the corporation, as determined by the board of directors or as
set forth in the charter, is at least equal to the par value or,
if without par value, to the capital value (that is the stated
capital per share of the shares of the same class then outstand-
ing) of the shares to be issued; or to the par value, or the
capital value, as the case may be, of the shares into which the
convertible securities may by their terms be converted, if
greater than the par value or capital value, or principal
amount of such convertible securities; or

(3) The issuance of such shares of stock or convertible
securities, as authorized by the board of directors, has first
been submitted for approval at either an annual or a special
meeting of the stockholders; notice stating that a purpose of
the meeting will be to take action upon the proposed issue has
been given, as required by this Article, to all stockholders of
the corporation entitled to vote thereon; and the proposed
issuance of such shares of stock or convertible securities has
been approved by the stockholders.