[§414-82]  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, promissory notes,
services performed, contracts for services to be performed, or other securities
of the corporation.



(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 therefor are fully paid and nonassessable.



(e)  The corporation may place in escrow shares
issued for a contract for future services or benefits or a promissory note, or
make other arrangements to restrict the transfer of the shares, and may credit
distributions in respect of the shares against their purchase price, until the
services are performed, the note is paid, or the benefits received.  If the
services are not performed, the note is not paid, or the benefits are not
received, the shares escrowed or restricted and the distributions credited may
be canceled in whole or part. [L 2000, c 244, pt of §1]