Montana Code 35-2-118. General powers
35-2-118. General powers. (1) Unless its articles of incorporation provide otherwise, a corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs including, without limitation, power:
Terms Used In Montana Code 35-2-118
- articles: include amended and restated articles of incorporation and articles of merger. See Montana Code 35-2-114
- Bylaws: means the code, codes, or rules, other than the articles, adopted pursuant to this chapter for the regulation or management of the affairs of the corporation, regardless of the name or names by which the code, codes, or rules are designated. See Montana Code 35-2-114
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: means a public benefit corporation, mutual benefit corporation, or religious corporation. See Montana Code 35-2-114
- Directors: means individuals:
(a)designated in the articles or bylaws or elected by the incorporators and their successors; and
(b)elected or appointed by any other name or title to act as members of the board. See Montana Code 35-2-114
- Entity: includes :
(a)a corporation and foreign corporation;
(b)a business corporation and foreign business corporation;
(c)a profit and nonprofit unincorporated association;
(d)a corporation sole;
(e)a business trust, an estate, a partnership, a trust, and two or more persons having a joint or common economic interest; and
(f)a state, the United States, and a foreign government. See Montana Code 35-2-114
- Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
- Individual: includes the estate of an incompetent individual. See Montana Code 35-2-114
- Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Member: means , without regard to what a person is called in the articles or bylaws, a person or persons who, on more than one occasion and pursuant to a provision of a corporation's articles or bylaws, have the right to vote for the election of a director or directors. See Montana Code 35-2-114
- Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Personal property: All property that is not real property.
- Personal property: means money, goods, chattels, things in action, and evidences of debt. See Montana Code 1-1-205
- Property: means real and personal property. See Montana Code 1-1-205
- State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See Montana Code 1-1-201
- Trustee: A person or institution holding and administering property in trust.
(a)to sue and be sued, complain, and defend in its corporate name;
(b)to have a corporate seal, which may be altered at will, and to use it or a facsimile of the seal by impressing, affixing, or in any other manner reproducing it;
(c)to make and amend bylaws, consistent with its articles of incorporation or with the laws of this state, for regulating and managing the affairs of the corporation;
(d)to purchase, receive, lease, or otherwise acquire and to own, hold, improve, use, and otherwise deal with real or personal property or any legal or equitable interest in property, wherever located;
(e)to sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;
(f)to purchase, receive, subscribe for, or otherwise acquire any other entity; to own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of any other entity; and to deal in and with shares or other interests in or obligations of any other entity;
(g)to make contracts and guaranties; to incur liabilities; to borrow money; to issue notes, bonds, and other obligations; and to secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;
(h)to lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment, except as limited by 35-2-435;
(i)to be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;
(j)to conduct its activities, locate offices, and exercise the powers granted by this chapter in the state or out of the state;
(k)to elect or appoint directors, officers, employees, and agents of the corporation; to define their duties; and to fix their compensation;
(l)to pay pensions and establish pension plans, pension trusts, and other benefit and incentive plans for any or all of its current or former directors, officers, employees, and agents;
(m)to make donations consistent with law for the public welfare or for charitable, religious, scientific, or educational purposes and for other purposes that further the corporate interest;
(n)to impose dues, assessments, admission, and transfer fees upon its members;
(o)to establish conditions for admission of members, admit members, and issue memberships;
(p)to carry on a business;
(q)to serve as trustee of any trust in which it is expressly designated under the terms of the trust as having a present or future beneficial interest, vested or contingent; or
(r)to do all things necessary or convenient consistent with law to further the activities and affairs of the corporation.
(2)A corporation may not have or issue shares of stock.