KRS 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 guara ntees, 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 i ts 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.