375.198. 1. Any capital stock insurance company shall have power tocreate and issue the number of shares stated in its articles of incorporation. Such shares may be divided into one or more classes, any or all of whichclasses shall consist of shares with a minimum par value of one dollar, withsuch designations, preferences, qualifications, limitations, restrictions andsuch special or relative rights including the right of conversion into anyother class of shares as shall be stated in the articles of incorporation;provided, that the authorized number of shares of any class or classes withoutvoting rights shall not exceed in the aggregate a ratio of two shares of suchclass or classes to one share of the voting stock of the company to beoutstanding when the corporation commences business.
2. In case a corporation is authorized by its articles of incorporationto issue preferred shares entitled to limited preferential dividends and to alimited amount on dissolution or liquidation, the board of directors may, ifexpressly authorized so to do by the articles of incorporation, and with thewritten approval of the director of the department of insurance, financialinstitutions and professional registration, cause such shares to be issuedfrom time to time in series and may, to the extent expressly authorized bysuch articles of incorporation, by resolution adopted prior to the issue ofshares of a particular series, fix the distinctive serial designation of theshares of such series, the dividend rate thereof, the date from whichdividends on shares issued prior to date for payment of the first dividendthereon shall be cumulative, the redemption price and the terms of redemption,the amounts payable thereon on dissolution or liquidation and the terms andamount of any sinking fund for the purchase or redemption thereof, and theterms and conditions, if any, under which said shares may be converted; and inrespect of the terms so fixed by the board of directors, the shares of aparticular series may vary from those of any or all other series, but only inrespects and within the limits, if any, set forth in the articles ofincorporation; and, except as so varied by the board of directors, all of theshares of the same class, regardless of series, shall in all respects be equaland shall have the preferences, rights, privileges and restrictions fixed bythe articles of incorporation. Before the issue of any preferred shares ofany series, the number of shares of such series and the designation,description and terms thereof fixed by the board of directors pursuant to suchauthority shall be set forth in a certificate signed and verified by thepresident or a vice president and countersigned by the secretary or anassistant secretary of the corporation, which certificates shall be filed withthe director of the department of insurance, financial institutions andprofessional registration and secretary of state and otherwise dealt with asin the case of articles of incorporation.
3. In the event of the conversion or exchange of any issued shares intoor for other shares of the corporation, whether of the same or of a differentclass or classes, the consideration for the shares so issued in suchconversion or exchange is deemed to be:
(1) The consideration originally received for the shares so converted orexchanged; and
(2) That part of surplus, if any, transferred to stated capital upon theissuance of shares for the shares so converted or exchanged; and
(3) Any additional consideration paid to the corporation upon theissuance of shares for the shares so exchanged or converted.
4. When payment of the consideration for which shares are to be issuedshall have been received by the corporation, the shares are full-paid andnonassessable. In the absence of actual fraud in the transaction, thejudgment of the board of directors or the shareholders, as the case may be, asto the value of the consideration received for shares shall be conclusive.
375.198. 1. Any capital stock insurance company shall have power tocreate and issue the number of shares stated in its articles of incorporation. Such shares may be divided into one or more classes, any or all of whichclasses shall consist of shares with a minimum par value of one dollar, withsuch designations, preferences, qualifications, limitations, restrictions andsuch special or relative rights including the right of conversion into anyother class of shares as shall be stated in the articles of incorporation;provided, that the authorized number of shares of any class or classes withoutvoting rights shall not exceed in the aggregate a ratio of two shares of suchclass or classes to one share of the voting stock of the company to beoutstanding when the corporation commences business.
2. In case a corporation is authorized by its articles of incorporationto issue preferred shares entitled to limited preferential dividends and to alimited amount on dissolution or liquidation, the board of directors may, ifexpressly authorized so to do by the articles of incorporation, and with thewritten approval of the director of the department of insurance, financialinstitutions and professional registration, cause such shares to be issuedfrom time to time in series and may, to the extent expressly authorized bysuch articles of incorporation, by resolution adopted prior to the issue ofshares of a particular series, fix the distinctive serial designation of theshares of such series, the dividend rate thereof, the date from whichdividends on shares issued prior to date for payment of the first dividendthereon shall be cumulative, the redemption price and the terms of redemption,the amounts payable thereon on dissolution or liquidation and the terms andamount of any sinking fund for the purchase or redemption thereof, and theterms and conditions, if any, under which said shares may be converted; and inrespect of the terms so fixed by the board of directors, the shares of aparticular series may vary from those of any or all other series, but only inrespects and within the limits, if any, set forth in the articles ofincorporation; and, except as so varied by the board of directors, all of theshares of the same class, regardless of series, shall in all respects be equaland shall have the preferences, rights, privileges and restrictions fixed bythe articles of incorporation. Before the issue of any preferred shares ofany series, the number of shares of such series and the designation,description and terms thereof fixed by the board of directors pursuant to suchauthority shall be set forth in a certificate signed and verified by thepresident or a vice president and countersigned by the secretary or anassistant secretary of the corporation, which certificates shall be filed withthe director of the department of insurance, financial institutions andprofessional registration and secretary of state and otherwise dealt with asin the case of articles of incorporation.
3. In the event of the conversion or exchange of any issued shares intoor for other shares of the corporation, whether of the same or of a differentclass or classes, the consideration for the shares so issued in suchconversion or exchange is deemed to be:
(1) The consideration originally received for the shares so converted orexchanged; and
(2) That part of surplus, if any, transferred to stated capital upon theissuance of shares for the shares so converted or exchanged; and
(3) Any additional consideration paid to the corporation upon theissuance of shares for the shares so exchanged or converted.
4. When payment of the consideration for which shares are to be issuedshall have been received by the corporation, the shares are full-paid andnonassessable. In the absence of actual fraud in the transaction, thejudgment of the board of directors or the shareholders, as the case may be, asto the value of the consideration received for shares shall be conclusive.
375.198. 1. Any capital stock insurance company shall have power tocreate and issue the number of shares stated in its articles of incorporation. Such shares may be divided into one or more classes, any or all of whichclasses shall consist of shares with a minimum par value of one dollar, withsuch designations, preferences, qualifications, limitations, restrictions andsuch special or relative rights including the right of conversion into anyother class of shares as shall be stated in the articles of incorporation;provided, that the authorized number of shares of any class or classes withoutvoting rights shall not exceed in the aggregate a ratio of two shares of suchclass or classes to one share of the voting stock of the company to beoutstanding when the corporation commences business.
2. In case a corporation is authorized by its articles of incorporationto issue preferred shares entitled to limited preferential dividends and to alimited amount on dissolution or liquidation, the board of directors may, ifexpressly authorized so to do by the articles of incorporation, and with thewritten approval of the director of the department of insurance, financialinstitutions and professional registration, cause such shares to be issuedfrom time to time in series and may, to the extent expressly authorized bysuch articles of incorporation, by resolution adopted prior to the issue ofshares of a particular series, fix the distinctive serial designation of theshares of such series, the dividend rate thereof, the date from whichdividends on shares issued prior to date for payment of the first dividendthereon shall be cumulative, the redemption price and the terms of redemption,the amounts payable thereon on dissolution or liquidation and the terms andamount of any sinking fund for the purchase or redemption thereof, and theterms and conditions, if any, under which said shares may be converted; and inrespect of the terms so fixed by the board of directors, the shares of aparticular series may vary from those of any or all other series, but only inrespects and within the limits, if any, set forth in the articles ofincorporation; and, except as so varied by the board of directors, all of theshares of the same class, regardless of series, shall in all respects be equaland shall have the preferences, rights, privileges and restrictions fixed bythe articles of incorporation. Before the issue of any preferred shares ofany series, the number of shares of such series and the designation,description and terms thereof fixed by the board of directors pursuant to suchauthority shall be set forth in a certificate signed and verified by thepresident or a vice president and countersigned by the secretary or anassistant secretary of the corporation, which certificates shall be filed withthe director of the department of insurance, financial institutions andprofessional registration and secretary of state and otherwise dealt with asin the case of articles of incorporation.
3. In the event of the conversion or exchange of any issued shares intoor for other shares of the corporation, whether of the same or of a differentclass or classes, the consideration for the shares so issued in suchconversion or exchange is deemed to be:
(1) The consideration originally received for the shares so converted orexchanged; and
(2) That part of surplus, if any, transferred to stated capital upon theissuance of shares for the shares so converted or exchanged; and
(3) Any additional consideration paid to the corporation upon theissuance of shares for the shares so exchanged or converted.
4. When payment of the consideration for which shares are to be issuedshall have been received by the corporation, the shares are full-paid andnonassessable. In the absence of actual fraud in the transaction, thejudgment of the board of directors or the shareholders, as the case may be, asto the value of the consideration received for shares shall be conclusive.
