§ 5010. Share distributions and changes. 1. A corporation may make pro
rata distributions of its authorized but unissued shares to holders of
any class or series of its outstanding shares, subject to the following
conditions:

(a) Such shares shall be issued at not less than the par value thereof
and there shall be transferred to capital stock at the time of such
distribution an amount of undivided profits or surplus equal to the
aggregate par value of such shares.

(b) A distribution of shares of any class or series may be made only
to holders of the same class or series of shares unless the organization
certificate permits distribution, subject to the preemptive rights of
holders of any outstanding shares, to holders of another class or series
or unless such distribution is authorized, when there are no outstanding
preemptive rights, by the affirmative vote or the written consent of the
holders of a majority of the outstanding shares of the class or series
to be distributed.

2. A corporation making a pro rata distribution of authorized but
unissued shares to the holders of any class or series of outstanding
shares may at its option make an equivalent distribution upon treasury
shares of the same class or series, and any shares so distributed shall
be treasury shares.

3. A change of issued shares of any class which increases the
aggregate par value of those shares may be made if the sum of the
undivided profits and surplus of the corporation is sufficient to permit
the transfer, and a transfer is concurrently made, from undivided
profits or surplus to capital stock, of an amount equal to such
increase.