Nevada Code § 78.215

Issuance of shares for consideration or as share dividend
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1. A corporation may issue and dispose of
its authorized shares for such consideration as may be prescribed in the
articles of incorporation or, if no consideration is so prescribed, then for
such consideration as may be fixed by the board of directors.
2. If a consideration is prescribed for
shares without par value, that consideration must not be used to determine the
fees required for filing articles of incorporation pursuant to NRS 78.760 .
3. Unless the articles of incorporation
provide otherwise and except as otherwise provided by subsection 4, shares may
be issued pro rata and without consideration to the corporations stockholders
or to the stockholders of one or more classes or series.
4. Shares of one class or series may not
be issued pursuant to subsection 3 in respect of shares of another class or
series unless:
(a) The articles of incorporation so authorize;
(b) A majority of the votes entitled to be cast
by the class or series to be issued approve the issue; or
(c) There are no outstanding shares of the class
or series to be issued.
5. If the board of directors does not fix
the record date for determining stockholders entitled to shares issued pursuant
to subsection 3, it is the date the board of directors authorizes the issuance.

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