180.1705 Existing preemptive rights preserved. Section 180.0630 does not apply to shares of a preexisting class. Except to the extent limited or denied by this section or by the articles of incorporation, shareholders of shares of a preexisting class have a preemptive right to acquire unissued shares or securities convertible into unissued shares or carrying a right to subscribe to or acquire shares. Unless otherwise provided in the articles of incorporation, all of the following apply to shareholders of shares of a preexisting class:

(1) No preemptive rights exist to acquire any of the following:

(a) Any shares issued to directors, officers or employees pursuant to approval by the affirmative vote of the holders of a majority of the shares entitled to vote thereon or when authorized by and consistent with a plan approved by such a vote of shareholders.

(b) Any shares, convertible securities or rights issued for a consideration other than cash.

(c) Treasury shares.

(2) Holders of shares of any class that is preferred or limited as to dividends or assets are not entitled to any preemptive right.

(3) Holders of shares of common stock are not entitled to any preemptive right to shares of any class that is preferred or limited as to dividends or assets or to any obligations, unless convertible into shares of common stock or carrying a right to subscribe to or acquire shares of common stock.

(4) Holders of common stock without voting power shall have no preemptive right to shares of common stock with voting power.

(5) The preemptive right is only an opportunity to acquire shares or other securities under such terms and conditions as the board of directors may fix for the purpose of providing a fair and reasonable opportunity for the exercise of such right.

History: 1989 a. 303; 1991 a. 16.