WILLIAM DONALD SCHAEFER, Governor                   Ch. 281

[(ii) The corporation may transfer any
additional amount from earned surplus to capital surplus as the
board of directors determines.

(3) (i)] (4) If a STOCK dividend is payable in a
corporation's own stock without par value, the board of directors
shall adopt at the time the STOCK dividend is declared a
resolution which sets the AGGREGATE amount to be attributed to
stated capital with respect to the shares THAT CONSTITUTE THE
STOCK DIVIDEND and, at the time the STOCK dividend is paid, the
corporation shall transfer [the] AT LEAST THAT amount from
surplus to stated capital.

[(ii) The corporation may transfer any
additional amount from earned surplus to capital surplus as the
board of directors determines.

(iii) The amount per share of stock transferred
to stated capital and any amount transferred to capital surplus
shall be disclosed not later than at the time of payment to the
stockholders who receive the dividend.

(4)] (5) A dividend payable in shares of one class of
a corporation's stock may not be declared or paid to the holders
of shares of another class of stock unless the payment has been:

(i) Approved by the board of directors [under]
IN ACCORDANCE WITH SPECIFIC AUTHORITY IN the charter; or

(ii) Approved at a meeting of stockholders by
the affirmative vote of a majority of all the votes entitled to
be cast on the matter of each class entitled to vote on it.

[(f) A corporation which is substantially engaged in the
exploitation of any mine, timber, oil well, gas well, patent, or
other wasting asset, or in the development and ownership of real
property, or organized substantially for the purpose of
liquidating a specific asset may distribute the net income
derived from the exploitation of the wasting asset or from the
real property, or the net proceeds derived from the liquidation
without making any deduction or allowance for the depletion of
the asset or the depreciation of the real property incidental to
the lapse of time, consumption, wear, liquidation, or
exploitation if:

(1)  Adequate provision is made for debts and
liabilities, other than stated capital, and for the aggregate
preferential amount payable in the event of voluntary liquidation
to the holders of stock which has preferential rights; and

(2)  Notice that no deduction or allowance has been
made for the depletion or depreciation is given not later than
the time of payment to stockholders receiving the dividend.]

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