(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 so 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.(d) If a corporation which has treasury shares declares a share dividend, such dividend shall not be deemed to include a dividend on treasury shares unless the resolution declaring the dividend expressly so provides.
Georgia Legal Code