[§414-82]  Issuance of shares.  (a)  Thepowers granted in this section to the board of directors may be reserved to theshareholders by the articles of incorporation.

(b)  The board of directors may authorizeshares to be issued for consideration consisting of any tangible or intangibleproperty or benefit to the corporation, including cash, promissory notes,services performed, contracts for services to be performed, or other securitiesof the corporation.

(c)  Before the corporation issues shares, theboard of directors must determine that the consideration received or to bereceived for shares to be issued is adequate.  That determination by the boardof directors is conclusive insofar as the adequacy of consideration for theissuance of shares relates to whether the shares are validly issued, fullypaid, and nonassessable.

(d)  When the corporation receives theconsideration for which the board of directors authorized the issuance ofshares, the shares issued therefor are fully paid and nonassessable.

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