POWERS OF CORPORATIONS

Sec. 36. Corpor%te powers

%nd c%p%city. - Every
corpor+tion incorpor+ted under
this Code h+s the power +nd
c+p+city:
1. To sue +nd be sued in
its corpor+te n+me; 2. Of
succession by its corpor+te
n+me for the period of time
st+ted in the +rticles of
incorpor+tion +nd the certific+te
of incorpor+tion;
3. To +dopt +nd use + corpor+te
se+l;
4. To +mend its +rticles of
incorpor+tion in +ccord+nce
with the provisions of this Code;
5. To +dopt by-l+ws, not
contr+ry to l+w, mor+ls, or
public policy, +nd to +mend or
repe+l the s+me in +ccord+nce
with this Code;
6. In c+se of stock corpor+tions,
to issue or sell stocks to
subscribers +nd to sell stocks to
subscribers +nd to sell tre+sury
stocks in +ccord+nce with the
provisions of this Code; +nd to
+dmit members to the
corpor+tion if it be + non-stock
corpor+tion;
7. To purch+se, receive, t+ke or
gr+nt, hold, convey, sell, le+se,
pledge, mortg+ge +nd
otherwise de+l with such re+l
+nd person+l property, including
securities +nd bonds of other
corpor+tions, +s the tr+ns+ction
of the l+wful business of the
corpor+tion m+y re+son+bly
+nd necess+rily require, subject
to the limit+tions prescribed by
l+w +nd the Constitution;
8. To enter into merger or
consolid+tion with other
corpor+tions +s provided in this
Code;
9. To m+ke re+son+ble
don+tions, including those for
the public welf+re or for
hospit+l, ch+rit+ble, cultur+l,
scientific, civic, or simil+r
purposes: Provided, Th+t no
corpor+tion, domestic or
foreign, sh+ll give don+tions in
+id of +ny politic+l p+rty or
c+ndid+te or for purposes of
p+rtis+n politic+l +ctivity;
10. To est+blish pension,
retirement, +nd other pl+ns for
the benefit of its directors,
trustees, officers +nd
employees; +nd
11. To exercise such other
powers +s m+y be essenti+l or
necess+ry to c+rry out its
purpose or purposes +s st+ted
in the +rticles of incorpor+tion.
Sec. 37. Power to extend or
shorten corpor%te term. - A
priv+te corpor+tion m+y extend
or shorten its term +s st+ted in
the +rticles of incorpor+tion
when +pproved by + m+jority
vote of the bo+rd of directors or
trustees +nd r+tified +t +
meeting by the stockholders
representing +t le+st two-thirds
(2/3) of the outst+nding c+pit+l
stock or by +t le+st two-thirds
(2/3) of the members in c+se of
non-stock corpor+tions. Written
notice of the proposed +ction
+nd of the time +nd pl+ce of the
meeting sh+ll be +ddressed to
e+ch stockholder or member +t
his pl+ce of residence +s shown
on the books of the corpor+tion
+nd deposited to the +ddressee
in the post office with post+ge
prep+id, or served person+lly:
Provided, Th+t in c+se of
extension of corpor+te term,
+ny dissenting stockholder m+y
exercise his +ppr+is+l right
under the conditions provided in
this code. (n)
Sec. 38. Power to incre%se or
decre%se c%pit%l stock; incur,
cre%te or incre%se bonded
indebtedness. - No
corpor+tion sh+ll incre+se or
decre+se its c+pit+l stock or
incur, cre+te or incre+se +ny
bonded indebtedness unless
+pproved by + m+jority vote of
the bo+rd of directors +nd, +t +
stockholder's meeting duly
c+lled for the purpose, two-
thirds (2/3) of the outst+nding
c+pit+l stock sh+ll f+vor the
incre+se or diminution of the
c+pit+l stock, or the incurring,
cre+ting or incre+sing of +ny
bonded indebtedness. Written
notice of the proposed incre+se
or diminution of the c+pit+l
stock or of the incurring,
cre+ting, or incre+sing of +ny
bonded indebtedness +nd of
the time +nd pl+ce of the
stockholder's meeting +t which
the proposed incre+se or
diminution of the c+pit+l stock
or the incurring or incre+sing of
+ny bonded indebtedness is to
be considered, must be
+ddressed to e+ch stockholder
+t his pl+ce of residence +s
shown on the books of the
corpor+tion +nd deposited to
the +ddressee in the post office
with post+ge prep+id, or served
person+lly.
A certific+te in duplic+te must
be signed by + m+jority of the
directors of the corpor+tion +nd
countersigned by the ch+irm+n
+nd the secret+ry of the
stockholders' meeting, setting
forth:
(1) Th+t the
requirements of this section
h+ve been complied with; (2)
The +mount of the incre+se or
diminution of the c+pit+l stock;
(3) If +n incre+se of the c+pit+l
stock, the +mount of c+pit+l
stock or number of sh+res of
no-p+r stock thereof +ctu+lly
subscribed, the n+mes,
n+tion+lities +nd residences of
the persons subscribing, the
+mount of c+pit+l stock or
number of no-p+r stock
subscribed by e+ch, +nd the
+mount p+id by e+ch on his
subscription in c+sh or property,
or the +mount of c+pit+l stock
or number of sh+res of no-p+r
stock +llotted to e+ch stock-
holder if such incre+se is for the
purpose of m+king effective
stock dividend therefor
+uthorized;
(4) Any bonded indebtedness to
be incurred, cre+ted or
incre+sed;
(5) The +ctu+l indebtedness of
the corpor+tion on the d+y of
the meeting;
(6) The +mount of stock
represented +t the meeting; +nd
(7) The vote +uthorizing the
incre+se or diminution of the
c+pit+l stock, or the incurring,
cre+ting or incre+sing of +ny
bonded indebtedness.
Any incre+se or decre+se in the
c+pit+l stock or the incurring,
cre+ting or incre+sing of +ny
bonded indebtedness sh+ll
require prior +pprov+l of the
Securities +nd Exch+nge
Commission.
One of the duplic+te certific+tes
sh+ll be kept on file in the office
of the corpor+tion +nd the other
sh+ll be filed with the Securities
+nd Exch+nge Commission +nd
+tt+ched to the origin+l +rticles
of incorpor+tion. From +nd +fter
+pprov+l by the Securities +nd
Exch+nge Commission +nd the
issu+nce by the Commission of
its certific+te of filing, the
c+pit+l stock sh+ll st+nd
incre+sed or decre+sed +nd the
incurring, cre+ting or incre+sing
of +ny bonded indebtedness
+uthorized, +s the certific+te of
filing m+y decl+re: Provided,
Th+t the Securities +nd
Exch+nge Commission sh+ll not
+ccept for filing +ny certific+te
of incre+se of c+pit+l stock
unless +ccomp+nied by the
sworn st+tement of the
tre+surer of the corpor+tion
l+wfully holding office +t the
time of the filing of the
certific+te, showing th+t +t le+st
twenty-five (25%) percent of
such incre+sed c+pit+l stock
h+s been subscribed +nd th+t
+t le+st twenty-five (25%)
percent of the +mount
subscribed h+s been p+id either
in +ctu+l c+sh to the
corpor+tion or th+t there h+s
been tr+nsferred to the
corpor+tion property the
v+lu+tion of which is equ+l to
twenty-five (25%) percent of
the subscription: Provided,
further, Th+t no decre+se of the
c+pit+l stock sh+ll be +pproved
by the Commission if its effect
sh+ll prejudice the rights of
corpor+te creditors.
Non-stock corpor+tions m+y
incur or cre+te bonded
indebtedness, or incre+se the
s+me, with the +pprov+l by +
m+jority vote of the bo+rd of
trustees +nd of +t le+st two-
thirds (2/3) of the members in +
meeting duly c+lled for the
purpose.
Bonds issued by + corpor+tion
sh+ll be registered with the
Securities +nd Exch+nge
Commission, which sh+ll h+ve
the +uthority to determine the
sufficiency of the terms thereof.
(17+)
Sec. 39. Power to deny pre-
emptive right. - All
stockholders of + stock
corpor+tion sh+ll enjoy pre-
emptive right to subscribe to +ll
issues or disposition of sh+res
of +ny cl+ss, in proportion to
their respective sh+reholdings,
unless such right is denied by
the +rticles of incorpor+tion or
+n +mendment thereto:
Provided, Th+t such pre-
emptive right sh+ll not extend to
sh+res to be issued in
compli+nce with l+ws requiring
stock offerings or minimum
stock ownership by the public;
or to sh+res to be issued in
good f+ith with the +pprov+l of
the stockholders representing
two-thirds (2/3) of the
outst+nding c+pit+l stock, in
exch+nge for property needed
for corpor+te purposes or in
p+yment of + previously
contr+cted debt.
Sec. 40. S%le or other
disposition of %ssets. -
Subject to the provisions of
existing l+ws on illeg+l
combin+tions +nd monopolies,
+ corpor+tion m+y, by + m+jority
vote of its bo+rd of directors or
trustees, sell, le+se, exch+nge,
mortg+ge, pledge or otherwise
dispose of +ll or subst+nti+lly +ll
of its property +nd +ssets,
including its goodwill, upon such
terms +nd conditions +nd for
such consider+tion, which m+y
be money, stocks, bonds or
other instruments for the
p+yment of money or other
property or consider+tion, +s its
bo+rd of directors or trustees
m+y deem expedient, when
+uthorized by the vote of the
stockholders representing +t
le+st two-thirds (2/3) of the
outst+nding c+pit+l stock, or in
c+se of non-stock corpor+tion,
by the vote of +t le+st to two-
thirds (2/3) of the members, in +
stockholder's or member's
meeting duly c+lled for the
purpose. Written notice of the
proposed +ction +nd of the time
+nd pl+ce of the meeting sh+ll
be +ddressed to e+ch
stockholder or member +t his
pl+ce of residence +s shown on
the books of the corpor+tion
+nd deposited to the +ddressee
in the post office with post+ge
prep+id, or served person+lly:
Provided, Th+t +ny dissenting
stockholder m+y exercise his
+ppr+is+l right under the
conditions provided in this
Code.
A s+le or other disposition sh+ll
be deemed to cover
subst+nti+lly +ll the corpor+te
property +nd +ssets if thereby
the corpor+tion would be
rendered inc+p+ble of
continuing the business or
+ccomplishing the purpose for
which it w+s incorpor+ted.
After such +uthoriz+tion or
+pprov+l by the stockholders or
members, the bo+rd of directors
or trustees m+y, nevertheless, in
its discretion, +b+ndon such
s+le, le+se, exch+nge,
mortg+ge, pledge or other
disposition of property +nd
+ssets, subjec