Subscription 33. (1) A subscription for shares of a corporation to be
for shares organized shall be irrevocable for a period of six months
from its date unless otherwise provided by the terms of the
subscription agreement or unless all of the subscribers
consent to the revocation of such subscription.
(2) A subscription, whether made before or after the
formation of a corporation, shall not be enforceable unless
in writing and signed by the subscriber.
(3) Unless otherwise provided in the subscription
agreement, subscriptions for shares, whether made before
or after the organization of a corporation, shall be paid in
full at such time, or in such installments and at such times,
as shall be determined by the board of directors. Any call
made by the board of directors for payment on
subscriptions shall be uniform as to all shares of the class
or as to all shares of the same series, as the case may be.
(4) In case of default in the payment of any
installment or call when such payment is due, the
corporation may proceed to collect the amount due in the
same manner as any debt due the corporation. The bylaws
may prescribe a penalty for failure to pay installments or
calls that may become due, but no penalty working a
forfeiture of a subscription, or of the amounts paid thereon,
shall be declared as against any subscriber unless the
amount due thereon shall remain unpaid for a period of
thirty days after written demand has been made therefor. If
mailed, such written demand shall be deemed to be made
when sent by registered mail addressed to the subscriber at
his last post office address known to the corporation. In the
event of the sale of any shares by reason of any forfeiture,
the excess of proceeds realized over the amount due and
unpaid on such shares shall be paid to the delinquent
subscriber or to his legal representative. If no prospective
purchaser offers a cash price sufficient to pay the full
balance owed by the delinquent subscriber plus the
expenses incidental to such sale, the shares subscribed for
shall be cancelled and restored to the status of authorized
but unissued shares and all previous payments thereon shall
be forfeited to the corporation and transferred to surplus.
(5) Subscriptions for shares of stock are transferable
unless otherwise provided in a subscription agreement.