4-26-603. Subscriptions for shares.

4-26-603. Subscriptions for shares. (a) No preincorporation or postincorporation subscription is valid unless in writing, signed, and delivered by the subscriber-purchaser. (b)(1) A valid preincorporation subscription shall be irrevocable for six (6) months unless the terms of the subscription otherwise provide or unless all of the subscribers consent to its earlier revocation. (2) At any time while a preincorporation subscription is irrevocable or remains unrevoked, it may be accepted by the corporation and, if otherwise conforming to law, shall thereupon become enforceable. The acceptance by a corporation of a subscription shall be evidenced by resolution of the board of directors. (c)(1) 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 same class or as to all shares of the same series, as the case may be. (2) In case of default in the payment of any installment or call when payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation or after twenty (20) days' demand as provided in this section, the board may declare the subscription and all previous payments thereon forfeited. (3) The bylaws may prescribe other penalties 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 twenty (20) days after written demand has been made. If mailed, such written demand shall be deemed to be made when deposited in the United States mail in a sealed envelope addressed to the subscriber at his or her last post office address known to the corporation, with postage prepaid. (4) 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 those shares shall be paid to the delinquent subscriber or to his or her legal representative. (5) If a receiver of the corporation has been appointed, all unpaid subscriptions shall be paid at such times and in such installments as the receiver or the court may direct. (d) Unless otherwise agreed in writing, it shall be no defense to the enforcement of a preincorporation subscription that no notice was given to the subscriber of his or her right to participate in selecting the first board of directors, in adopting the first bylaws, or in otherwise perfecting the organization. (e)(1) The board of directors shall have authority, unless otherwise restricted by the articles of incorporation or bylaws, to determine in good faith whether and upon what terms the obligation of any subscriber shall be released, settled, or compromised. (2) The total or partial release of a subscription which has been accepted by the corporation is the equivalent of a purchase by the corporation, in whole or pro tanto as the case may be, of the shares in question and is subject to the restrictions set forth in § 4-26-611 relating to such a purchase.