§641. Shareholders' preemptive rights








1. Share includes. 
For purposes of this section, "share" includes a security convertible into or carrying
a right to subscribe for or acquire shares.


[
2001, c. 640, Pt. A, §2 (NEW);
2001, c. 640, Pt. B, §7 (AFF)
.]








2. No preemptive right absent statement in articles of incorporation. 
The shareholders of a corporation do not have a preemptive right to acquire the
corporation's unissued shares except to the extent the articles of incorporation provide.


[
2001, c. 640, Pt. A, §2 (NEW);
2001, c. 640, Pt. B, §7 (AFF)
.]








3. Statement. 
A statement included in the articles of incorporation that "the corporation elects
to have preemptive rights," or containing words of similar import, means that the
principles set out in paragraphs A to F apply except to the extent the articles of
incorporation expressly provide otherwise.





A. The shareholders of the corporation have a preemptive right, granted on uniform
terms and conditions prescribed by the board of directors to provide a fair and reasonable
opportunity to exercise the right, to acquire proportional amounts of the corporation's
unissued shares upon the decision of the board of directors to issue them. [2001, c. 640, Pt. A, §2 (NEW); 2001, c. 640, Pt. B, §7 (AFF).]











B. A shareholder may waive that shareholder's preemptive right. A waiver evidenced
by a writing is irrevocable even though it is not supported by consideration. [2001, c. 640, Pt. A, §2 (NEW); 2001, c. 640, Pt. B, §7 (AFF).]











C. There is no preemptive right with respect to:



(1) Shares issued as compensation to directors, officers, agents or employees of
the corporation, its subsidiaries or affiliates;






(2) Shares issued to satisfy conversion or option rights created to provide compensation
to directors, officers, agents or employees of the corporation, its subsidiaries or
affiliates;






(3) Shares authorized in articles of incorporation that are issued within 6 months
from the effective date of incorporation; or






(4) Shares sold otherwise than for money. [2001, c. 640, Pt. A, §2 (NEW); 2001, c. 640, Pt. B, §7 (AFF).]














D. Holders of shares of any class without general voting rights but with preferential
rights to distributions or assets have no preemptive rights with respect to shares
of any class. [2001, c. 640, Pt. A, §2 (NEW); 2001, c. 640, Pt. B, §7 (AFF).]











E. Holders of shares of any class with general voting rights but without preferential
rights to distributions or assets have no preemptive rights with respect to shares
of any class with preferential rights to distributions or assets unless the shares
with preferential rights are convertible into or carry a right to subscribe for or
acquire shares without preferential rights. [2001, c. 640, Pt. A, §2 (NEW); 2001, c. 640, Pt. B, §7 (AFF).]











F. Shares subject to preemptive rights that are not acquired by shareholders may be
issued to any person for a period of one year after being offered to shareholders
at a consideration set by the corporation's board of directors that is not lower than
the consideration set for the exercise of preemptive rights. An offer at a lower
consideration or after the expiration of one year is subject to the shareholders'
preemptive rights. [2001, c. 640, Pt. A, §2 (NEW); 2001, c. 640, Pt. B, §7 (AFF).]








[
2001, c. 640, Pt. A, §2 (NEW);
2001, c. 640, Pt. B, §7 (AFF)
.]








4. Preemptive rights. 
Nothing in this section detracts from or takes away the preemptive rights that pertained
to any shares of a corporation that were issued and outstanding on June 30, 2003.
The rights may be altered by an amendment adopted pursuant to chapter 10.


[
2003, c. 344, Pt. B, §58 (NEW)
.]





SECTION HISTORY

2001, c. 640, §A2 (NEW).
2001, c. 640, §B7 (AFF).
2003, c. 344, §B58 (AMD).