(a) The Directors of a corporation have the power to provide for the transfer of stock certi-ficates.
(b) The transfer of shares is not valid, except as between the parties thereto, until regularly entered upon the books of the corporation, showing the name of the persons by and to whom transferred, the numbers or other designation of the shares, and the date of the transfer; but such may not exempt the person making it from any liability of the corporation created prior thereto adequate deductions for deprecations and obsolescence, and exclusive of any amounts resulting from unrealized appreciation or an upward revaluation of assets.
(b) No dividends may be paid or declared at a time when:
(1) the corporation is unable to pay its debts as they mature or when the payment declaration of the dividend would render the corporation unable to pay its debts as they mature;
(2) its net assets are less than its stated capital or when the payment or declaration thereof would reduce its net assets below its stated capital.History: 1962, PL 7-20.