SECTIONS 12320-12321 - California Statutes

CORPORATIONS CODE

SECTION 12320-12321

12320. Subject to any limitations contained in the articles or
bylaws and to compliance with other provisions of this part and any
other applicable laws, a corporation, in carrying out its activities,
shall have all of the powers of a natural person, including, without
limitation, the power to:
(a) Adopt, use, and at will alter a corporate seal, but failure to
affix a seal does not affect the validity of any instrument.
(b) Adopt, amend, and repeal bylaws.
(c) Qualify to conduct its activites in any other state,
territory, dependency or foreign country.
(d) Issue, purchase, redeem, receive, take or otherwise acquire,
own, sell, lend, exchange, transfer or otherwise dispose of, pledge,
use and otherwise deal in and with its own memberships, bonds,
debentures, notes and debt securities.
(e) Pay pensions, and establish and carry out pension, deferred
compensation, saving, thrift and other retirement, incentive and
benefit plans, trusts and provisions for any or all of its directors,
officers, employees, and persons providing services to it or any of
its subsidiary or related or associated corporations, and to
indemnify and purchase and maintain insurance on behalf of any
fiduciary of such plans, trusts, or provisions.
(f) Issue certificates evidencing membership in accordance with
the provisions of Section 12401 and issue identity cards to identify
those persons eligible to use the corporation's facilities.
(g) Levy dues, assessments, and membership and transfer fees.
(h) Make donations for the public welfare or for community funds,
hospital, charitable, educational, scientific, civic, religious or
similar purposes.
(i) Assume obligations, enter into contracts, including contracts
of guarantee or suretyship, incur liabilities, borrow or lend money
or otherwise use its credit, and secure any of its obligations,
contracts or liabilities by mortgage, pledge or other encumbrance of
all or any part of its property and income.
(j) Participate with others in any partnership, joint venture or
other association, transaction or arrangement of any kind whether or
not such participation involves sharing or delegation of control with
or to others.
(k) Act as trustee under any trust incidental to the principal
objects of the corporation, and receive, hold, administer, exchange,
and expend funds and property subject to such trust.
(l) Carry on a business at a profit and apply any profit that
results from the business activity to any activity in which it may
lawfully engage.

12321. (a) No limitation upon the activities, purposes, or powers
of the corporation or upon the powers of the members, officers, or
directors, or the manner of exercise of such powers, contained in or
implied by the articles or by Chapters 15 (commencing with Section
12620), 16 (commencing with Section 12630) and 17 (commencing with
Section 12650) shall be asserted as between the corporation or
member, officer or director and any third person, except in a
proceeding: (1) by a member or the state to enjoin the doing or
continuation of unauthorized activities by the corporation or its
officers, or both, in cases where third parties have not acquired
rights thereby, (2) to dissolve the corporation, or (3) by the
corporation or by a member suing in any representative suit against
the officers or directors of the corporation for violation of their
authority.
(b) Any contract or conveyance made in the name of a corporation
which is authorized or ratified by the board, or is done within the
scope of authority, actual or apparent, conferred by the board or
within the agency power of the officer executing it, except as the
board's authority is limited by law other than this part, binds the
corporation, and the corporation acquires rights thereunder whether
the contract is executed or wholly or in part executory.