Section 2608.08 - Directors' Resolution as to Fairness of PriceAny application for authorization to issue options, whether pursuant to a plan described in this Article or otherwise, shall be supported by a certified copy of a resolution of applicant's board of directors containing its findings, as follows:
A. In the case of an applicant who alleges and proves to the Commissioner's reasonable satisfaction that its shares have, through substantial trading in a free market involving willing sellers and willing and able buyers, achieved a recognized value in the market place--that the market price reported as a bona fide market price; that in the opinion of its board of directors said price represents the fair value of the shares; and that such issuance at the proposed price will be fair, just and equitable to the company, to its present and future stockholders, and to other optionees.B. In the case of an applicant which is either newly organized, or, if not newly organized, whose shares have not yet achieved a recognized value in the market place as described in Paragraph A of this Section--that the value of the shares as stated represents, in the judgment of its board of directors, the true, fair value of the same; and that the option price sought to be authorized is a fair, just, and equitable price with respect to the company, to its present and future stockholders, and to other optionees.Cal. Code Regs. Tit. 10, § 2608.08