§ 23-17-4-2 — Perpetual duration and succession; powers

Indiana § 23-17-4-2

• Jurisdiction: Indiana
• Title 23: BUSINESS AND OTHER ASSOCIATIONS
• Art. 17: NONPROFIT CORPORATIONS
• Ch. 4: Purposes and Powers

Text

Unless a corporation's articles of incorporation
provide otherwise, a corporation has perpetual duration and succession
in the corporation's corporate name and has the same powers as an
individual to do all things necessary or convenient to carry out the
corporation's affairs, including the power to do the following:
(1) Sue, be sued, complain, and defend in the corporation's
corporate name.
(2) Have a corporate seal or facsimile of a corporate seal, which
may be altered at will, to use by impressing or affixing or in any
other manner reproducing it. However, the use or impression of
a corporate seal is not required and does not affect the validity of
any instrument.
(3) Make and amend bylaws not inconsistent with the
corporation's articles of incorporation or with Indiana law for
managing the affairs of the corporation.
(4) Purchase, receive, take by gift, devise, or bequest, 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 the corporation's 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.
(7) Make contracts and guaranties, incur liabilities, borrow
money, issue notes, bonds, and other obligations and secure any
of the corporation's obligations by mortgage or pledge of any of
the corporation's property, franchises, or income.
(8) Lend money, invest and reinvest the corporation's funds, and
receive and hold real and personal property as security for
repayment, except as provided under IC 23-17-13-3.
(9) Be a promoter, a partner, a member, an associate or a manager
of any partnership, joint venture, trust, or other entity.
(10) Conduct the corporation's activities, locate offices, and
exercise the powers granted by this article inside or outside
Indiana.
(11) Elect directors, elect and appoint officers, and appoint
employees and agents of the corporation, define the duties and fix
the compensation of directors, officers, employees and agents.
(12) Pay pensions and establish pension plans, pension trusts, and
other benefit and incentive plans for the corporation's current or
former directors, officers, employees, and agents.
(13) Make donations not inconsistent with law for the public
welfare or for charitable, religious, scientific, or educational
purposes and for other purposes that further the corporate interest.
(14) Impose dues, assessments, admission, and transfer fees upon
the corporation's members.
(15) Establish conditions for admission of members, admit
members, 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 any individual
who:
(A) is or was a director, an officer, an employee, or an agent of
the corporation; or
(B) is or was serving at the request of the corporation as a
director, an officer, an employee, or an agent of another entity;
against any liability asserted against or incurred by the individual
in that capacity or arising from the individual's status as a
director, an officer, an employee, or an agent, whether or not the
corporation would have power to indemnify the individual against
the same liability under this article.
(19) Do all things necessary or convenient, not inconsistent with
law, to further the activities and affairs of the corporation.
(20) 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 action asserting a claim for breach of a fiduciary duty
owed by any director, officer, employee, or agent of the
corporation to the corporation;
(B) any action asserting a claim arising under:
(i) any provision of this article; or
(ii) the corporation's articles of incorporation or bylaws; or
(C) any actions otherwise relating to the internal affairs of the
corporation.

Legislative History

As added by P.L.179-1991, SEC.1. Amended by P.L.63-2014, SEC.19.