17-6102

Chapter 17.--CORPORATIONS
Article 61.--CORPORATE POWERS

      17-6102.   Specific powers enumerated.Every domestic corporation subject to the provisions of this act shallhave power to:

      (1)   Have perpetual succession by its corporate name, unless a limited periodof duration is stated in its articles of incorporation;

      (2)   Sue and be sued in all courts and participate, as a party or otherwise,in any judicial, administrative, arbitrative or other proceeding, in itscorporate name;

      (3)   Have a corporate seal, which may be altered at pleasure, and use the sameby causing it, or a facsimile thereof, to be impressed or affixed or in anyother manner reproduced;

      (4)   Purchase, receive, take by grant, gift, devise, bequest or otherwise,lease, or otherwise acquire, own, hold, improve, employ, use and otherwise dealin and with real or personal property, or any interest therein, whereversituated, and to sell, convey, lease, exchange, transfer or otherwise disposeof, or mortgage or pledge, all or any of its property and assets, or anyinterest therein, wherever situated;

      (5)   Appoint such officers and agents as the business of the corporationrequires and to pay or otherwise provide for them suitable compensation;

      (6)   Adopt, amend and repeal bylaws;

      (7)   Wind up and dissolve itself in the manner provided in this act;

      (8)   Conduct its business, carry on its operations and have offices andexercise its powers within or without this state;

      (9)   Make donations for the public welfare or for charitable, scientificor educational purposes, and in time of war or other national emergency inaid thereof;

      (10)   Be an incorporator, promoter or manager of other corporations ofany type or kind;

      (11)   Participate with others in any corporation, partnership, limitedpartnership, joint venture or other association of any kind, or in anytransaction, undertaking or arrangement which the participating corporationwould have power to conduct by itself, whether or not such participationinvolves sharing or delegation of control with or to others;

      (12)   Transact any lawful business which the corporation's board ofdirectors shall find to be in aid of governmental authority;

      (13)   Make contracts, including contracts of guaranty and suretyship,incur liabilities, borrow money at such rates of interest as thecorporation may determine, issue its notes, bonds and other obligations,and secure any of its obligations by mortgage, pledge or other encumbranceof all or any of its property, franchises and income, and make contractsof guaranty and suretyship which are necessary or convenient to theconduct, promotion or attainment of the business of: (A) A corporation allof the outstanding stock of which is owned, directly or indirectly, by thecontracting corporation; (B) a corporation which owns, directly orindirectly, all of the outstanding stock of the contracting corporation; or(C) a corporation all of the outstanding stock of which is owned, directlyor indirectly, by a corporation which owns, directly or indirectly, all ofthe outstanding stock of the contracting corporation, which contracts ofguaranty and suretyship shall be deemed to be necessary or convenient to theconduct, promotion or attainment of the business of the contractingcorporation, and make other contracts of guaranty and suretyship which arenecessary or convenient to the conduct, promotion or attainment of thebusiness of the contracting corporation;

      (14)   Lend money for its corporate purposes, invest and reinvest itsfunds and take, hold and deal with real and personal property as securityfor the payment of funds so loaned or invested;

      (15)   Pay pension and establish and carry out pension, profit sharing,stock option, stock purchase, stock bonus, retirement, benefit, incentiveand compensation plans, trusts and provisions for any or all of itsdirectors, officers, and employees, and for any or all of the directors,officers, and employees of its subsidiaries;

      (16)   Provide insurance for its benefit on the life of any of its directors,officers or employees, or on the life of any stockholder for the purpose ofacquiring at such stockholder's death shares of its stock owned by suchstockholder; and

      (17)   Renounce, in its articles of incorporation or by action of its board ofdirectors, any interest or expectancy of the corporation in, or in beingoffered an opportunity to participate in, specified business opportunities orspecified classes or categories of business opportunities that are presentedto the corporation or one or more of its officers, directors or stockholders.

      History:   L. 1972, ch. 52, § 12;L. 1973, ch. 100, § 3;L. 1988, ch. 99, § 5;Revived and amend., L. 1988, ch. 100, § 5;L. 2004, ch. 143, § 3; Jan. 1, 2005.