THEODORE R. MCKELDIN, GOVERNOR 289

SUCH ALLOcation shall be made of any portion of the con-
sideration received for stock without par value having a pref-
erence in the assets in the event of involuntary liquidation of
the corporation, except the amount, if any, of such considera-
tion in excess of the aggregate amount of such preference.

(c) If stock having par value is issued with stock without
par value for a particular consideration, the excess, if any, of
such consideration over the par value of such stock having par
value, shall constitute the consideration received by the cor-
poration for the stock without par value.

21. (Application of Capital Surplus. ) Any corporation
may, by resolution of its board of directors, apply any part
or all of its capital surplus (i) to the reduction or elimination
of any deficit arising from operating or other losses, however
incurred, or from diminution in the value of its assets, but only
after applying or exhausing the earned surplus, if any, or (ii)
for other proper corporate purposes. The application of capi-
tal surplus to such purposes shall be disclosed to the stockhold-
ers of the corporation in the first annual report of the corpora-
tion thereafter.

22. (Expenses of Organization, Reorganization, and Financ-
ing. ) The reasonable charges and expenses of organization
or reorganization of a corporation and reasonable compensa-
tion for the sale or underwriting of its stock, may be paid or
allowed by such corporation out of the consideration received
by it in payment for its stock without thereby rendering such
stock not full paid and non-assessable or thereby rendering
the stated capital impaired.

23. (Stock Certificates. ) (a) Each stockholder shall be en-
titled to a certificate or certificates which shall represent and
certify the number of shares of stock owned by him in the
corporation.

(b) Each certificate shall be signed by the president or a
vice-president and countersigned by the secretary or an as-
sistant secretary or the treasurer or an assistant treasurer and
shall be sealed with the corporate seal. The signatures may be
either manual or facsimile signatures and the seal may be
either facsimile or any other form of seal. In case any officer
who has signed any certificate ceases to be an officer of the cor-
poration before the certificate is issued, the certificate may
nevertheless be issued by the corporation with the same effect
as if the officer had not ceased to be such officer as of the date
of its issue.

(c) All certificates representing stock which is restricted
or limited as to its transferability or voting powers or which
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