A corporation may not pay a share dividend in authorized but unissued shares of any class if:
(1) the surplus of the corporation is less than the amount required by Section 21.313 to be transferred to stated capital at the time the share dividend is made; or
(2) the share dividend will be made to a holder of shares of any other class or series, unless:
(A) the corporation's certificate of formation provides for the dividend; or
(B) the share dividend is authorized by the holders of at least a majority of the outstanding shares of the class or series in which the share dividend is to be made.