§ 7-103-102 — General powers

(1) Unless otherwise provided in the articles of
incorporation, every corporation has perpetual duration and succession in its
domestic entity name and has the same powers as an individual to do all things
necessary or convenient to carry out its business and affairs, including the power:

(a) To sue and be sued, complain, and defend in its entity name;

(b) To have a corporate seal, which may be altered at will, and to use such
seal, or a facsimile thereof, including a rubber stamp, by impressing or affixing it or
by reproducing it in any other manner;

(c) To make and amend bylaws;

(d) To purchase, receive, lease, and otherwise acquire, and to own, hold,
improve, use, and otherwise deal with, real or personal property or any legal or
equitable interest in property, wherever located;

(e) To sell, convey, mortgage, pledge, lease, exchange, and otherwise
dispose of all or any part of its property;

(f) To purchase, receive, subscribe for, and otherwise acquire shares and
other interests in, and obligations of, any other entity; and to own, hold, vote, use,
sell, mortgage, lend, pledge, and otherwise dispose of, and deal in and with, the
same;

(g) To make contracts and guarantees, incur liabilities, borrow money, issue
notes, bonds, and other obligations (which may be convertible into or include the
option to purchase other securities of the corporation), and secure any of its
obligations by mortgage or pledge of any of its property, franchises, or income;

(h) To lend money, invest and reinvest its funds, and receive and hold real
and personal property as security for repayment;

(i) To be an agent, an associate, a fiduciary, a manager, a member, a partner,
a promoter, or a trustee of, or to hold any similar position with, any entity;

(j) To conduct its business, locate offices, and exercise the powers granted
by articles 101 to 117 of this title within or without this state;

(k) To elect directors and appoint officers, employees, and agents of the
corporation, define their duties, fix their compensation, and lend them money and
credit;

(l) To pay pensions and establish pension plans, pension trusts, profit sharing
plans, share bonus plans, share options and rights plans, and benefit or incentive
plans for any of its current or former directors, officers, employees, and agents;

(m) To make donations for the public welfare or for charitable, scientific, or
educational purposes;

(n) To make payments or donations and to do any other act, not inconsistent
with law, that furthers the business and affairs of the corporation;

(o) To indemnify current or former directors, officers, employees, fiduciaries,
or agents as provided in article 109 of this title;

(p) To limit the liability of its directors as provided in section 7-102-102 (2)(d);

(q) To cease its corporate activities and dissolve;

(r) To impose restrictions on the transfer of its shares; and

(s) To renounce in its articles of incorporation or by action of its board of
directors any specified corporate opportunities or specified classes or categories of
corporate opportunities that may be presented to the corporation or one or more of
its officers, directors, or shareholders as provided in section 7-102-102 (2)(e).

Legislative History

Source: L. 93: Entire article added, p. 746, � 1, effective July 1, 1994. L. 96: (1)(i) amended, p. 1313, � 10, effective June 1. L. 2000: IP(1) and (1)(a) amended, p. 977, � 52, effective July 1. L. 2003: IP(1) amended, p. 2315, � 223, effective July 1, 2004. L. 2019: (1)(p), (1)(q), and (1)(r) amended and (1)(s) added, (SB 19-086), ch. 166, p. 1927, � 30, effective July 1, 2020.