CHAPTER 4. PURPOSES AND POWERS
IC 23-17-4
Chapter 4. Purposes and Powers
IC 23-17-4-1
Authorized activities; corporations subject to regulation under
other statutes
Sec. 1. (a) A corporation incorporated under this article has the
purpose of engaging in any lawful activity unless a more limited
purpose is set forth in the articles of incorporation.
(b) A corporation engaging in an activity that is subject to
regulation under another Indiana statute may incorporate under this
article unless provisions for incorporation of corporations engaging
in that activity exist under the other statute.
As added by P.L.179-1991, SEC.1.
IC 23-17-4-2
Perpetual duration and succession; powers
Sec. 2. 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.
As added by P.L.179-1991, SEC.1.
IC 23-17-4-3
Emergency powers of board; procedures; effect
Sec. 3. (a) In anticipation of or during an emergency under
subsection (d), the board of directors of a corporation may do the
following:
(1) Modify lines of succession to accommodate the incapacity
of any director, officer, employee, or agent.
(2) Relocate the principal office, designate alternative principal
offices or regional offices, or authorize the officer to do so.
(b) During an emergency defined in subsection (d), unless
emergency bylaws provide otherwise:
(1) notice of a meeting of the board of directors must be given
only to those directors it is practicable to reach and may be
given in any practicable manner, including by publication and
radio; and
(2) one (1) or more officers of the corporation present at a
meeting of the board of directors may be considered to be
directors for the meeting, in order of rank and within the same
rank in order of seniority, necessary to achieve a quorum.
(c) Corporate action taken in good faith during an emergency
under this section to further the ordinary affairs of the corporation:
(1) binds the corporation; and
(2) may not be used to impose liability on a corporate director,
officer, employee, or agent.
(d) An emergency exists for purposes of this section if an
extraordinary event prevents a quorum of the corporation's directors
from assembling in time to deal with the business for which the
meeting has been or is to be called.
As added by P.L.179-1991, SEC.1.
IC 23-17-4-4
Challenges based on corporate power to act
Sec. 4. (a) Except as provided in subsection (b), the validity of
corporate action may not be challenged on the ground that the
corporation lacks or lacked power to act.
(b) A corporation's power to act may be challenged in a
proceeding against the corporation for a declaratory judgment or to
enjoin an act where a third party has not acquired rights. The
proceeding may be brought by the attorney general or a director.
As added by P.L.179-1991, SEC.1.