§ 28-1-5-2 — Corporate capacity and authority; general rights, powers, and privileges; authority to purchase and hold life insurance

(a) Every corporation has the capacity to act that
is possessed by a natural person, but has the authority to perform only
those acts that are necessary, convenient, or expedient to accomplish
the purposes for which it is formed and that are not repugnant to law.
(b) Subject to any limitations or restrictions imposed by law or by
the articles of incorporation, each corporation has the following general
rights, powers, and privileges:
(1) To continue as a corporation, under its corporate name, for the
period limited in its articles of incorporation, or, if the period is
not so limited, then perpetually.
(2) To sue and be sued in its corporate name.
(3) To have a corporate seal and to alter such seal at its pleasure.
(4) To acquire, own, hold, use, lease, mortgage, pledge, sell,
convey, or otherwise dispose of property, real and personal,
tangible and intangible, in the manner and to the extent
hereinafter provided.
(5) To borrow money and to mortgage or pledge its property to
secure the payment thereof, in the manner and to the extent
hereinafter provided; but no financial institution having power to
accept deposits of money shall pledge any of the assets of such
financial institution as security for the safekeeping and prompt
payment of any money so deposited, except that any such
financial institution may, for the safekeeping and prompt payment
of any money so deposited, give security of the kind authorized by
any statute of this state or by the Congress of the United States.
Notwithstanding this subdivision, a financial institution may
receive deposits of state and federal public funds and may pledge
securities or other assets for the repayment of deposits if the
pledge is permitted by applicable law or regulation.
(6) To conduct business in this state and elsewhere.
(7) To appoint such officers and agents as the business of the
corporation may require and to do the following with respect to
any officers or agents appointed:
(A) Define their duties.
(B) Fix their compensation, which may include compensation
paid pursuant to any plan of deferred compensation approved
by the corporation's board of directors.
(C) Enter into employment contracts with the corporation's
officers and agents which set forth terms and conditions of
employment.
(D) Provide the corporation's officers, agents, and employees
with individual or group life insurance.
(E) Procure and maintain in effect for the benefit of the bank,
insurance on the life or lives of designated officers or directors.
(8) To make bylaws for the government and regulation of its
affairs.
(9) To cease doing business and to dissolve and surrender its
corporate franchise.
(10) To do all acts and things necessary, convenient, or expedient
to carry out the purposes for which it is formed.
(c) Subject to any limitations or restrictions that the department or
a federal regulator may impose by regulation, rule, policy, or guidance,
each corporation may purchase and hold life insurance as follows:
(1) Life insurance purchased or held in connection with employee
compensation or benefit plans approved by the corporation's
board of directors.
(2) Life insurance purchased or held to recover the cost of
providing preretirement or postretirement employee benefits
approved by the corporation's board of directors.
(3) Life insurance on the lives of borrowers.
(4) Life insurance held as security for a loan.
(5) Life insurance that a national bank may purchase or hold
under 12 U.S.C. 24 (Seventh).
Formerly: Acts 1933, c.40, s.90; Acts 1937, c.33, s.10; Acts
1963, c.179, s.1; Acts 1969, c.280, s.2; Acts 1971, P.L.394, SEC.23;
Acts 1974, P.L.128, SEC.2. As amended by P.L.266-1987, SEC.8;
P.L.10-2006, SEC.29 and P.L.57-2006, SEC.29; P.L.35-2010,
SEC.111; P.L.27-2012, SEC.37.