IC 23-1-22
    Chapter 22. Powers and Purposes

IC 23-1-22-1
Purpose of corporation; law governing
    Sec. 1. (a) Every corporation incorporated under this article hasthe purpose of engaging in any lawful business unless a more limitedpurpose is set forth in the articles of incorporation.
    (b) A corporation engaging in a business that is subject toregulation under another statute of this state may incorporate underthis article unless provisions for incorporation of corporationsengaging in that business exist under that statute.
As added by P.L.149-1986, SEC.6.

IC 23-1-22-2
Perpetual duration; powers
    Sec. 2. Unless its articles of incorporation provide otherwise,every corporation has perpetual duration and succession in itscorporate name and has the same powers as an individual to do allthings necessary or convenient to carry out its business and affairs,including without limitation power to:
        (1) sue and be sued, complain and defend in its corporate name;
        (2) have a corporate seal, which may be altered at will, and touse it, or a facsimile of it, by impressing or affixing it or in anyother manner reproducing it (however, the use of a corporateseal or an impression thereof is not required and does not affectthe validity of any instrument whatsoever, notwithstanding anyother statutes);
        (3) make and amend bylaws, not inconsistent with its articles ofincorporation or with the laws of this state, for managing thebusiness and regulating the affairs of the corporation;
        (4) purchase, receive, lease, or otherwise acquire and own, hold,improve, use, and otherwise deal with real or personal property,or any legal or equitable interest in property, wherever located;
        (5) sell, convey, mortgage, pledge, lease, exchange, andotherwise dispose of all or any part of its property;
        (6) purchase, receive, subscribe for, or otherwise acquire; own,hold, vote, use, sell, mortgage, lend, pledge, or otherwisedispose of; and deal in and with shares or other interests in, orobligations of, any entity, including itself, except as otherwiseprohibited by this article;
        (7) make contracts and guarantees, incur liabilities, borrowmoney, issue its notes, bonds, and other obligations (which maybe convertible into or include the option to purchase othersecurities of the corporation), and secure any of its obligationsby mortgage or pledge of any of its property, franchises, orincome;
        (8) lend money, invest and reinvest its funds, and receive andhold real and personal property as security for repayment;
        (9) be a promoter, partner, member, associate, or manager of

any partnership, joint venture, trust, or other entity;
        (10) conduct its business, locate offices, and exercise thepowers granted by this article within or without Indiana;
        (11) elect directors, elect and appoint officers, and appointemployees and agents of the corporation, define their duties, fixtheir compensation, and lend them money and credit;
        (12) pay pensions and establish and administer pension plans,pension trusts, profit sharing plans, share bonus plans, shareoption plans, welfare plans, qualified and nonqualifiedretirement plans, and benefit or incentive plans for any or all ofits current or former directors, officers, employees, and agents;
        (13) make donations for the public welfare or for charitable,scientific, or educational purposes;
        (14) transact any lawful business that will aid governmentalpolicy; and
        (15) make payments or donations, or do any other act, notinconsistent with law, that furthers the business and affairs ofthe corporation.
As added by P.L.149-1986, SEC.6.

IC 23-1-22-3
Emergencies; powers; meetings
    Sec. 3. (a) In anticipation of or during an emergency defined insubsection (d), the board of directors of a corporation may:
        (1) modify lines of succession to accommodate the incapacityof any director, officer, employee, or agent; and
        (2) relocate the principal office, designate alternative principaloffices or regional offices, or authorize the officers to do so.
    (b) During an emergency defined in subsection (d), unlessemergency bylaws provide otherwise:
        (1) notice of a meeting of the board of directors need be givenonly to those directors whom it is practicable to reach and maybe given in any practicable manner, including by publicationand radio; and
        (2) one (1) or more officers of the corporation present at ameeting of the board of directors may be deemed to be directorsfor the meeting, in order of rank and within the same rank inorder of seniority, as necessary to achieve a quorum.
    (c) Corporate action taken in good faith during an emergencyunder this section to further the ordinary business affairs of thecorporation:
        (1) binds the corporation; and
        (2) may not be used to impose liability on a corporate director,officer, employee, or agent.
    (d) An emergency exists for purposes of this section if anextraordinary event prevents a quorum of the corporation's directorsfrom assembling in time to deal with the business for which themeeting has been or is to be called.
As added by P.L.149-1986, SEC.6.
IC 23-1-22-4
Procedures regulating transactions resulting in change of control
    Sec. 4. (a) In addition to any other provision contained in itsarticles of incorporation or bylaws or authorized by any otherprovision of this article, a corporation may establish one (1) or moreprocedures by which it regulates transactions that would, whenconsummated, result in a change of control of such corporation.
    (b) For purposes of this section and any procedure establishedunder this section, "control" means:
        (1) for any corporation having one hundred (100) or moreshareholders, the beneficial ownership, or the direct or indirectpower to direct the voting, of no less than ten percent (10%) ofthe voting shares of a corporation's outstanding voting shares;and
        (2) for any corporation having fewer than one hundred (100)shareholders, the beneficial ownership, or the direct or indirectpower to direct the voting, of no less than fifty percent (50%)of the voting shares of the corporation's outstanding votingshares.
    (c) A procedure established under this section may be adopted:
        (1) in a corporation's original articles of incorporation orbylaws;
        (2) by amending the articles of incorporation; or
        (3) notwithstanding that a vote of the shareholders wouldotherwise be required by any other provision of this article orthe articles of incorporation for the adoption or implementationof all or any portion of the procedure, by amending the bylaws.
As added by P.L.149-1986, SEC.6.

IC 23-1-22-5
Challenging corporation's power to act; ultra vires acts
    Sec. 5. (a) Except as provided in subsection (b), the validity ofcorporate action may not be challenged on the ground that thecorporation lacks or lacked power to act.
    (b) A corporation's power to act may be challenged:
        (1) in a proceeding by a shareholder against the corporation toenjoin the act;
        (2) in a proceeding by the corporation, directly, derivatively, orthrough a receiver, trustee, or other legal representative, againstan incumbent or former director, officer, employee, or agent ofthe corporation; or
        (3) in a proceeding by the attorney general under IC 23-1-47-1.
    (c) In a shareholder's proceeding under subsection (b)(1) to enjoinan unauthorized corporate act, the court may enjoin or set aside theact, if equitable and if all affected persons are parties to theproceeding, and may award damages for loss (other than anticipatedprofits) suffered by the corporation or another party because ofenjoining the unauthorized act.
As added by P.L.149-1986, SEC.6.