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271B.3-020 General powers.
(1)
Unless its articles of incorporation provide otherwise, every corporation shall have
perpetual duration and succession in its corporate name and shall have 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:
(a) Sue and be sued, complain and defend in its corporate name;
(b) 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;
(c) 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;
(d) 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;
(e) Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all
or any part of its property;
(f) 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 other entity;
(g) 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;
(h) Lend money, invest and reinvest its funds, and receive and hold real and
personal property as security for repayment;
(i) Be a promoter, partner, member, associate, or manager of any partnership,
joint venture, trust, or other entity;
(j) Conduct its business, locate offices, and exercise the powers granted by this
chapter within or without this state;
(k) Elect directors and appoint officers, employees and agents of the corporation,
define their duties, fix their compensation, and lend them money and credit;
(l) Pay pensions and establish pension plans, pension trusts, profit sharing plans,
share bonus plans, share option plans, and benefit or incentive plans for any or
all of its current or former directors, officers, employees, and agents;
(m) Make donations for the public welfare or for charitable, scientific, or
educational purposes;
(n) Transact any lawful business that will aid governmental policy; and
(o) Make payments or donations, or do any other act, not inconsistent with law,
that furthers the business and affairs of the corporation.
(2)
Notwithstanding the provisions of subsection (1)(b) of this section, the presence or
absence of a corporate seal on or from a writing shall neither add to nor detract from
the legality thereof nor affect its validity in any manner or respect.
Effective: January 1, 1989
History: Created 1988 Ky. Acts ch. 23, sec. 23, effective January 1, 1989.
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