West Virginia Code § 31D-6-623

Share dividends
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(a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and
without consideration to the corporation's shareholders or to the shareholders of one or
more classes or series. An issuance of shares under this subsection is a share dividend.
(b) Shares of one class or series may not be issued as a share dividend in respect of shares of
another class or series unless: (1) The articles of incorporation authorize; (2) a majority of
the votes entitled to be cast by the class or series to be issued approve the issue; or (3) there
are no outstanding shares of the class or series to be issued.
(c) If the board of directors does not fix the record date for determining shareholders
entitled to a share dividend, it is the date the board of directors authorizes the share
dividend.

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