§ 23-1-22-2 — Perpetual duration; powers

Indiana § 23-1-22-2

• Jurisdiction: Indiana
• Title 23: BUSINESS AND OTHER ASSOCIATIONS
• Art. 1: INDIANA BUSINESS CORPORATION LAW
• Ch. 22: Powers and Purposes

Text

Unless its articles of incorporation provide
otherwise, every corporation has perpetual duration and succession in
its corporate name and has the same powers as an individual to do all
things 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 to use
it, or a facsimile of it, by impressing or affixing it or in any other
manner reproducing it (however, the use of a corporate seal or an
impression thereof is not required and does not affect the validity
of any instrument whatsoever, notwithstanding any other
statutes);
(3) make and amend bylaws, not inconsistent with its articles of
incorporation or with the laws of this state, for managing the
business 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, and otherwise
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 otherwise dispose
of; and deal in and with shares or other interests in, or obligations
of, any entity, including itself, except as otherwise prohibited by
this article;
(7) make contracts and guarantees, incur liabilities, borrow
money, issue its 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;
(8) lend money, invest and reinvest its funds, and receive and
hold 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 the powers
granted by this article within or without Indiana;
(11) elect directors, elect and appoint officers, and appoint
employees and agents of the corporation, define their duties, fix
their compensation, and lend them money and credit;
(12) pay pensions and establish and administer pension plans,
pension trusts, profit sharing plans, share bonus plans, share
option plans, welfare plans, qualified and nonqualified retirement
plans, and benefit or incentive plans for any or all of its 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 governmental
policy;
(15) make payments or donations, or do any other act, not
inconsistent with law, that furthers the business and affairs of the
corporation; and
(16) adopt, either in the corporation's articles of incorporation or
bylaws, a provision establishing exclusive jurisdiction in the
circuit or superior courts of any county in Indiana or in the United
States district courts of Indiana, for:
(A) any derivative action brought on behalf of, or in the name
of the corporation;
(B) any action asserting a claim for breach of a fiduciary duty
owed by any director, officer, employee, or agent of the
corporation to:
(i) the corporation; or
(ii) any of the corporation's constituents identified in IC 23-1-35-1(d);
(C) any action asserting a claim arising under:
(i) any provision of this article; or
(ii) the corporation's articles of incorporation or bylaws; or
(D) any actions otherwise relating to the internal affairs of the
corporation.

Legislative History

As added by P.L.149-1986, SEC.6. Amended by P.L.63-2014, SEC.3.