CHAPTER 4. PURPOSES AND POWERS
IC 23-17-4
Chapter 4. Purposes and Powers
IC 23-17-4-1
Authorized activities; corporations subject to regulation underother statutes
Sec. 1. (a) A corporation incorporated under this article has thepurpose of engaging in any lawful activity unless a more limitedpurpose is set forth in the articles of incorporation.
(b) A corporation engaging in an activity that is subject toregulation under another Indiana statute may incorporate under thisarticle unless provisions for incorporation of corporations engagingin that activity exist under the other statute.
As added by P.L.179-1991, SEC.1.
IC 23-17-4-2
Perpetual duration and succession; powers
Sec. 2. Unless a corporation's articles of incorporation provideotherwise, a corporation has perpetual duration and succession in thecorporation's corporate name and has the same powers as anindividual to do all things necessary or convenient to carry out thecorporation's affairs, including the power to do the following:
(1) Sue, be sued, complain, and defend in the corporation'scorporate name.
(2) Have a corporate seal or facsimile of a corporate seal, whichmay be altered at will, to use by impressing or affixing or in anyother manner reproducing it. However, the use or impression ofa corporate seal is not required and does not affect the validityof any instrument.
(3) Make and amend bylaws not inconsistent with thecorporation's articles of incorporation or with Indiana law formanaging the affairs of the corporation.
(4) Purchase, receive, take by gift, devise, or bequest, lease, orotherwise acquire, and own, hold, improve, use, and otherwisedeal with, real or personal property, or any legal or equitableinterest in property, wherever located.
(5) Sell, convey, mortgage, pledge, lease, exchange, andotherwise dispose of all or any part of the corporation'sproperty.
(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.
(7) Make contracts and guaranties, incur liabilities, borrowmoney, issue notes, bonds, and other obligations and secure anyof the corporation's obligations by mortgage or pledge of any ofthe corporation's property, franchises, or income.
(8) Lend money, invest and reinvest the corporation's funds, andreceive and hold real and personal property as security forrepayment, except as provided under IC 23-17-13-3. (9) Be a promoter, a partner, a member, an associate or amanager of any partnership, joint venture, trust, or other entity.
(10) Conduct the corporation's activities, locate offices, andexercise the powers granted by this article inside or outsideIndiana.
(11) Elect directors, elect and appoint officers, and appointemployees and agents of the corporation, define the duties andfix the compensation of directors, officers, employees andagents.
(12) Pay pensions and establish pension plans, pension trusts,and other benefit and incentive plans for the corporation'scurrent or former directors, officers, employees, and agents.
(13) Make donations not inconsistent with law for the publicwelfare or for charitable, religious, scientific, or educationalpurposes and for other purposes that further the corporateinterest.
(14) Impose dues, assessments, admission, and transfer feesupon the corporation's members.
(15) Establish conditions for admission of members, admitmembers, and issue memberships.
(16) Carry on a business.
(17) Have and exercise powers of a trustee as permitted by law,including those set forth in IC 30-4-3-3.
(18) Purchase and maintain insurance on behalf of anyindividual who:
(A) is or was a director, an officer, an employee, or an agentof the corporation; or
(B) is or was serving at the request of the corporation as adirector, an officer, an employee, or an agent of anotherentity;
against any liability asserted against or incurred by theindividual in that capacity or arising from the individual's statusas a director, an officer, an employee, or an agent, whether ornot the corporation would have power to indemnify theindividual against the same liability under this article.
(19) Do all things necessary or convenient, not inconsistentwith law, to further the activities and affairs of the corporation.
As added by P.L.179-1991, SEC.1.
IC 23-17-4-3
Emergency powers of board; procedures; effect
Sec. 3. (a) In anticipation of or during an emergency undersubsection (d), the board of directors of a corporation may do thefollowing:
(1) Modify lines of succession to accommodate the incapacityof any director, officer, employee, or agent.
(2) Relocate the principal office, designate alternative principaloffices or regional offices, or authorize the officer 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 must be givenonly to those directors it is practicable to reach and may begiven in any practicable manner, including by publication andradio; and
(2) one (1) or more officers of the corporation present at ameeting of the board of directors may be considered to bedirectors for the meeting, in order of rank and within the samerank in order of seniority, necessary to achieve a quorum.
(c) Corporate action taken in good faith during an emergencyunder this section to further the ordinary affairs of the corporation:
(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.179-1991, SEC.1.
IC 23-17-4-4
Challenges based on corporate power to act
Sec. 4. (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 in aproceeding against the corporation for a declaratory judgment or toenjoin an act where a third party has not acquired rights. Theproceeding may be brought by the attorney general or a director.
As added by P.L.179-1991, SEC.1.