KRS 271B.6-210: Issuance of shares.

(1) The powers granted in this section to the board of directors may be reserved to the

shareholders by the articles of incorporation.

(2) The board of directors may authorize shares to be issued for consideration

consisting of any tangible or intangible prope rty or benefit to the corporation,

including cash, promissory notes, services performed, contracts for services to be

performed, or other securities of the corporation.

(3) Before the corporation issues shares, the board of directors shall determine that t he

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.

(4) When the corporation receives the consideration for which the board of directors

authorized the issuance of shares in accordance with this section, the shares issued

therefor are fully paid and nonassessable. When, and to the extent, consideration for

the issuance of shares consists of a promissory note or contract for services or other

benefits, the shares shall be fully paid and nonassessable at the time the note is

issued or the contract is entered into.

(5) The board of directors, or a committee of the board of directors, may authorize one

(1) or more officers of the corporation to approve the issuance, sale, or contract for

sale of shares or to determine the designation and relative rights, preferences, and

limitations of a class or series of shares, all within limits specifically prescribed by

the board of directors or the committee.