§ 12:207 — General powers

Louisiana § 12:207

• Jurisdiction: Louisiana
• Title 12: Conservation of Cultural Resources

Text

A. A corporation shall have the power to perform any acts which are necessary or proper to accomplish its purposes as expressed or implied in the articles, or which may be incidental thereto.
B. Without limiting the grant of power contained in subsection A of this section, it is hereby specifically provided that every corporation shall, subject to the provisions of subsection D of this section, have authority:
(1) To have a corporate seal which may be altered at pleasure, and to use the same by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced; but failure to affix a seal shall not affect the validity of any instrument;
(2) To have perpetual existence, unless a limited period of duration is stated in its articles of incorporation;
(3) To sue and be sued in its corporate name;
(4) In any legal manner to acquire, hold, use and alienate or encumber property of any kind, including monies and its own shares, subject to special provisions and limitations prescribed by law or the articles;
(5) In any legal manner to acquire, hold, vote and use, alienate and encumber, and to deal in and with, shares, memberships, or other interests in, or obligations of, other nonprofit, business or foreign corporations, associations, partnerships, joint ventures, individuals or governmental entities;
(6) To make contracts, to incur liabilities, to borrow money, to issue notes, bonds and other obligations, and to secure any of its obligations by hypothecation of any kind of property;
(7) To lend money for its corporate purposes and invest and reinvest its funds, and to take and hold property or rights of any kind as security for loans or investments;
(8) To exercise its powers in this state and elsewhere as may be permitted by law;
(9) To elect or appoint officers and agents, to define their duties, and to fix their compensation; and to pay pensions and establish pension plans, pension trusts, profit-sharing plans and other incentive and benefit plans for any or all of its employees;
(10) To make and alter by-laws, not inconsistent with the laws of this state or with the articles, for the administration and regulation of the affairs of the corporation;
(11) To provide indemnity and insurance pursuant to R.S. 12:227;
(12) To make donations for the public welfare, or for charitable, scientific, educational, religious or civic purposes;
(13) Subject to any limitations contained in this Chapter or in the trust instrument, to hold property in trust for the purpose or purposes set forth in its articles;
(14) Unless otherwise provided in the articles or otherwise specifically directed in the trust instrument, to invest funds received in trust, or the proceeds of any property thus received, in any investment which, in the exercise of the judgment of the directors, they may, after investigation and due deliberation, determine to be safe and proper investments, and to retain any investments heretofore so made, whether or not those investments are legal investments for trustees;
(15) In time of war or other national emergency, to do any lawful business in aid thereof, at the request or direction of any apparently authorized governmental authority.
C. Whenever any property has been acquired by one or more persons acting as trustees, or in any other capacity, for and in the name of any unincorporated association for religious, charitable or educational purposes, upon the incorporation of said association as a nonprofit corporation, a transfer to the corporation, made by the persons so acquiring the property or their survivors, shall vest the title and ownership of the property in the corporation as fully as if the transfer had been made by all of these persons, free of any claims of the heirs of any of these persons who may have died prior to the transfer. In the event of the death of all of the trustees or other persons so acquiring the property before a formal transfer has been made to the corporation, the title and ownership of the property shall be vested in the corporation, provided that the corporation has had possession of the property as owner, during the lifetime of the trustees or subsequently, for a period of ten years.
D. Except as otherwise provided in the articles or by-laws, a corporation may borrow money, purchase immovable property, or sell, lease, encumber or otherwise alienate any of its immovable property, only if a resolution so authorizing has been approved by the voting members at a regular or special meeting, convened after notice of its purpose. A resolution authorizing the borrowing of money need not specify the particular amounts, rates of interest or times of maturity of the loans, but these and similar provisions may be authorized by the directors.

Legislative History

Acts 1968, No. 105, §1.