§ 7-1.2-302 - Powers.
SECTION 7-1.2-302
§ 7-1.2-302 Powers. – (a) In addition to the powers enumerated below, every corporation, itsofficers, directors and shareholders possess and may exercise all the powersand privileges granted by this chapter or by any other law or by its articlesof incorporation, together with any powers incidental thereto, so far as suchpowers and privileges are necessary or convenient to the conduct, promotion orattainment of its business.
(b) Each corporation has power to:
(1) Have perpetual existence unless a limited period ofduration is stated in its articles of incorporation.
(2) Sue and be sued, complain and defend, in its corporatename.
(3) Have a corporate seal which may be altered at pleasure,and to use the seal by causing it, or a facsimile of it, to be impressed oraffixed or reproduced in any other manner.
(4) Purchase, take, receive, lease, or otherwise acquire,own, hold, improve, use, and otherwise deal in and with, real or personalproperty, or any interest in that property, wherever situated.
(5) Sell, convey, mortgage, pledge, lease, exchange,transfer, and otherwise dispose of all or any part of its property and assets.
(6) Lend money and use its credit to assist its employees.
(7) Purchase, take, receive, subscribe for, or otherwiseacquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, orotherwise dispose of, and otherwise use and deal in and with, shares or otherinterests in, or obligations of, other domestic or foreign corporations,associations, partnerships, limited liability companies or individuals, ordirect or indirect obligations of the United States or of any other government,state, territory, governmental district or municipality or of any of theirinstrumentalities.
(8) Make contracts and guarantees and incur liabilities,borrow money at the rate of interest that the corporation may determine, issueits notes, bonds, and other obligations, and secure any of its obligations bymortgage or pledge of all or any of its property, franchises, and income.
(9) Lend money for its corporate purposes, invest andreinvest its funds, and take and hold real and personal property as securityfor the payment of the funds loaned or invested.
(10) Conduct its business, carry on its operations, and haveoffices and exercise the powers granted by this chapter, within or without thisstate.
(11) Elect or appoint officers and agents of the corporation,and define their duties, and fix their compensation.
(12) Make and alter bylaws, not inconsistent with itsarticles of incorporation or with the laws of this state, for theadministration and regulation of the affairs of the corporation.
(13) Make donations for the public welfare or for charitable,scientific, or educational purposes.
(14) Transact any lawful business which the board ofdirectors finds will aid governmental authority.
(15) Pay pensions and establish pension plans, pensiontrusts, profit sharing plans, stock bonus plans, stock option plans, and otherincentive plans for any or all of its directors, officers, and employees.
(16) Provide insurance for its benefit on the life of any ofits directors, officers, or employees, or on the life of any shareholder forthe purpose of acquiring at his or her death shares of its stock owned by theshareholder.
(17) Be a promoter, partner, member, associate, or manager ofany partnership, limited liability company, joint venture, trust, or otherenterprise.
(18) Make payments or donations, or do any other act, notinconsistent with law, that furthers the business and affairs of thecorporation.
(19) Indemnify any individual pursuant to § 7-1.2-814.
(20) Make guarantees, although not in furtherance of itscorporate purposes, when authorized at a meeting of shareholders by theaffirmative vote of the holders of a majority of the shares of the corporationentitled to vote on guarantees, or a greater percentage that is provided in thearticles of incorporation or bylaws.
(21) If authorized by a like vote, to mortgage, pledge, orgive a security interest in all or any of its property, franchises, and incometo secure a guarantee or to secure obligations other than its own.
(c) Every corporation is governed by the provisions and issubject to the restrictions and liabilities contained in this chapter.