10-621

10-621. Issuance of shares

A. The powers granted in this section to the board of directors may be reserved to
the shareholders by the articles of incorporation.

B. The board of directors may authorize shares to be issued for consideration
consisting of any tangible or intangible property or benefit to the corporation including
cash, services performed or other securities of the corporation, except that neither
promissory notes nor future services constitute valid consideration.

C. Before the corporation issues shares, the board of directors must determine that
the consideration received or to be received for shares to be issued is adequate. That
determination by the board of directors is conclusive insofar as the adequacy of
consideration for the issuance of shares relates to whether the shares are validly
issued, fully paid and nonassessable.

D. When the corporation receives the consideration for which the board of directors
authorized the issuance of shares, the shares issued for the consideration are fully paid
and nonassessable.