2001

1. Every corporation shall have, in addition to all other powers granted by this chapter or any other statute of this state, the following powers:\n(a) To sue and be sued in all courts and to participate in actions and proceedings, whether judicial, administrative, arbitrative or otherwise, in like cases as natural persons.\n(b) To have a corporate seal, and to alter such seal at pleasure, and to use it by causing it or a facsimile to be affixed or impressed or reproduced in any other manner.\n(c) To adopt, amend or repeal by-laws, including emergency by-laws made pursuant to subdivision sixteen of section twelve of the state emergency defense act, relating to the business of the corporation, the conduct of its affairs, its rights or powers or the rights or powers of its stockholders, directors or officers.\n(d) To make donations, irrespective of corporate benefit, for the public welfare or for community fund, hospital, charitable, educational, scientific, civic or similar purposes, and in time of war or other national emergency in aid thereof.\n(e) To pay pensions, establish and carry out pension, profit-sharing, savings, thrift and other

scientific, civic or similar purposes, and in time of war or other national emergency in aid thereof.\n(e) To pay pensions, establish and carry out pension, profit-sharing, savings, thrift and other retirement, incentive and benefit plans, trusts and provisions for any or all of its directors, officers and employees.\n(f) To have perpetual existence.\n2. Every corporation, subject to any limitations or other specific provisions contained in this chapter or any other statute of this state or its organization certificate, shall have such of the following powers as shall be appropriate in conducting the business of the corporation:\n(a) To purchase, receive, take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with, real or personal property, or any interest therein, wherever situated.\n(b) To sell, convey, lease, exchange, transfer or otherwise dispose of, all or any of its property or any interest therein, wherever situated.\n(c) To make contracts, give guarantees and incur liabilities.\n(d) To do business, carry on its operations, and have offices and exercise the powers granted by this chapter

erein, wherever situated.\n(c) To make contracts, give guarantees and incur liabilities.\n(d) To do business, carry on its operations, and have offices and exercise the powers granted by this chapter in any jurisdiction within or without the United States.\n(e) To elect or appoint officers, employees and other agents of the corporation, define their duties, fix their compensation and the compensation of directors, and to indemnify corporate personnel.\n(f) To be a promoter, partner, member, associate or manager of other business enterprises or ventures, or to the extent permitted in any other jurisdiction to be an incorporator of other corporations of any type or kind; provided, however, that nothing contained in this paragraph shall authorize a banking organization to engage in any activity not otherwise authorized by the laws of New York or by regulations of the superintendent.\n(g) To have and exercise all other powers necessary or appropriate in conducting the business of the corporation.