7-123-101. Purposes and applicability. |
(1) Every nonprofit corporation incorporated under articles 121 to 137 of this title has the purpose of engaging in any lawful business or activity unless a more limited purpose is set forth in the articles of incorporation.
(2) Where another statute of this state requires that corporations of a
particular class be organized or incorporated exclusively under that statute,
corporations of that class shall be organized or incorporated under such other
(3) Where another statute of this state requires nonprofit corporations of a particular class to be organized or incorporated under that statute and also under general nonprofit corporation statutes, such nonprofit corporations shall be organized or incorporated under such other statute and, in addition thereto, under articles 121 to 137 of this title to the extent general nonprofit corporation laws are applicable.
(4) Where another statute of this state permits nonprofit corporations of
a particular class to be organized or incorporated either under that statute or
under the general nonprofit corporation statutes, a nonprofit corporation of
that class may at the election of its incorporators be organized or
incorporated under articles 121 to 137 of this title.
(5) Articles 121 to 137 of this title shall apply to nonprofit corporations of every class, whether or not included in the term "nonprofit corporation" as defined in section 7-121-401 (26), which are organized or incorporated under and governed by other statutes of this state to the extent that said articles are not inconsistent with such other statutes.
(6) Articles 121 to 137 of this title shall apply to any nonprofit corporation organized prior to January 1, 1968, under article 40 or 50 of this title without shares or capital stock and for a purpose for which a nonprofit corporation might be organized under articles 121 to 137 of this title and that elects to accept said articles as provided therein.
(7) Articles 121 to 137 of this title shall apply to any corporation having shares or capital stock and organized under article 40, 50, or 51 of this title, and each nonprofit corporation whether with or without shares or capital stock organized prior to January 1, 1968, under general law or created by special act of the general assembly for a purpose for which a nonprofit corporation may be organized under articles 121 to 137 of this title, but not otherwise entitled to the rights, privileges, immunities, and franchises provided by said articles that elects to accept said articles as provided therein.
7-123-102. General powers.
(1) Unless otherwise provided in the articles of incorporation, every nonprofit 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 the power:
(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 such seal, or a facsimile thereof, including a rubber stamp, by impressing or affixing it or by reproducing it in any other manner;
(c) To make and amend bylaws;
(d) To purchase, receive, lease, and 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, and otherwise acquire shares and other interests in, and obligations of, any other entity; and to own, hold, vote, use, sell, mortgage, lend, pledge, and otherwise dispose of, and deal in and with, the same;
(g) To make contracts and guarantees, incur liabilities, borrow money, issue notes, bonds, and other obligations, and 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 that a nonprofit corporation may not lend money to or guarantee the obligation of a director or officer of the nonprofit corporation;
(i) To be an agent, an associate, a fiduciary, a manager, a member, a partner, a promoter, or a trustee of, or to hold any similar position with, any entity;
(j) To conduct its activities, locate offices, and exercise the powers granted by articles 121 to 137 of this title within or without this state;
(k) To elect or appoint directors, officers, employees, and agents of the nonprofit corporation, define their duties, and fix their compensation; (l) To pay pensions and establish pension plans, pension trusts, profit sharing plans, and other benefit or incentive plans for any of its current or former directors, officers, employees, and agents;
(m) To make donations 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 or transfer memberships;
(p) To carry on a business;
(q) To make payments or donations and to do any other act, not inconsistent with law, that furthers the affairs of the nonprofit corporation;
(r) To indemnify current or former directors, officers, employees, fiduciaries, or agents as provided in article 129 of this title;
(s) To limit the liability of its directors as provided in section 7-128-402 (1); and
(t) To cease its corporate activities and dissolve.
(2) Unless permitted by another statute of this state or otherwise permitted pursuant to section 7-123-101 (5), 7-123-101 (7), or 7-137-201, a nonprofit corporation shall not authorize or issue shares of stock.
7-123-103. Emergency powers.
(1) In anticipation of or during an emergency defined in subsection (4) of this section, the board of directors may:
(a) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and
(b) Relocate the principal office, designate alternative principal offices or regional offices, or authorize officers to do so.
(2) During an emergency as contemplated in subsection (4) of this
section, unless emergency bylaws provide otherwise:
(3) Corporate action taken in good faith during an emergency under this
section to further the ordinary business affairs of the nonprofit corporation:
7-123-104. Ultra vires.
(1) Except as provided in subsection (2) of this section, the validity of corporate action may not be challenged on the ground that the nonprofit corporation lacks or lacked power to act.
(2) A nonprofit corporation's power to act may be challenged:
(3) In a proceeding under paragraph (a) of subsection (2) of this section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if it would be equitable to do so and if all affected persons are parties to the proceeding, and may award damages for loss, including anticipated profits, suffered by the nonprofit corporation or another party because of the injunction.
7-123-105. Actions against nonprofit corporations.
Any other provision of law to the contrary notwithstanding, any civil action permitted under the laws of this state may be brought against any nonprofit corporation, and the assets of any nonprofit corporation that would, but for articles 121 to 137 of this title, be immune from levy and execution on any judgment shall nonetheless be subject to levy and execution to the extent that such nonprofit corporation would be reimbursed by proceeds of liability insurance policies carried by it were judgment levied and executed against its assets.
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