THEODORE R. MCKELDIN, GOVERNOR 297

(c) Any stockholder who receives any distribution, pay-
ment or release made contrary to the provisions of sub-section
(b) hereof, shall be liable to the corporation, its receiver or
other person winding up its affairs, to the extent that the
amount distributed, paid or released to him was distributed,
paid or released in violation of said sub-section (b).

33. (Dividends. ) (a) The board of directors of any cor-
poration of this State may declare, and the corporation may
pay, dividends on its shares in cash, property, or its own
shares, subject to the following provisions:

(1) No dividend shall be declared or paid contrary to any
restrictions contained in the charter.

(2) No dividend shall be declared or paid at a time when
the corporation is insolvent or its stated capital is impaired,
or when the payment thereof would render the corporation
insolvent or would impair its stated capital. For the pur-
poses of this paragraph, a corporation shall be deemed to be
insolvent if its debts exceed its assets taken at a fair valua-
tion or if it is unable to meet its debts as they mature in the
usual course of business.

(3) If a dividend is paid from any source other than
earned surplus, the source of such dividend shall be disclosed
to the stockholders receiving such dividend, prior to or con-
currently with payment thereof, but no capital surplus paid
in with respect to any class of stock may be used for the pay-
ment of dividends on any class of stock junior thereto.

(4) If a dividend is declared payable in shares of its own
stock having par value, such shares shall be issued at the par
value thereof, and there shall be transferred to stated capital
at the time such dividend is paid, an amount of surplus equal
to the aggregate par value of the shares to be issued as a
dividend AND THERE MAY BE TRANSFERRED FROM
EARNED SURPLUS TO CAPITAL SURPLUS SUCH AD-
DITIONAL AMOUNT AS THE BOARD OF DIRECTORS
MAY DETERMINE.

(5) If a dividend is declared payable in shares of its own

stock without par value, the state value of such shares

shall be fixed by the board of directors by resolution adopted
at the time such dividend is declared, and there shall be
transferred to stated capital at the time such dividend is
paid, an amount of surplus equal to the aggregate stated

value so fixed in respect of such shares. The amount per

share transferred to stated capital shall be disclosed to the
stockholders receiving such dividend, prior to or concur-
curently with payment thereof. STOCK WITHOUT PAR