DIY Legal Forms

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Comprehensive Purposes and Powers Provision

The purposes of the corporation (Corporation) and the powers it may exercise are to:

1. Own and Transfer Real and Personal Property. Purchase, receive, own, hold, improve, and use real or personal property, or any interest in real or personal property wherever situated, and sell, convey, lease, exchange, transfer, mortgage, or pledge, any of Corporation's real property and other assets, or any interest in Corporation's real property and other assets.

2. Engage in Real Estate Business. Engage generally in the real estate business as principal, agent, broker, or any other lawful capacity, and generally take, lease, purchase, or otherwise acquire, and own, use, hold, sell, convey, exchange, lease, mortgage, work, clear, improve, develop, divide, and handle, manage, operate, deal in and dispose of real property of any nature together with the improvements on and any interest or right in the real property; take, pledge, mortgage, and deal in and dispose of, as principal, agent, broker, or in any other lawful capacity, such personal property, chattels, chattels real, rights, easements, privileges, choses in action, notes, bonds, mortgages, and securities as may lawfully be acquired, held, or disposed of; and acquire, purchase, sell, assign, transfer, dispose of, and generally deal in and with, as principal, agent, broker, or in any other lawful capacity, mortgages and other interests in real, personal, and mixed properties; carry on a general construction, contracting, building, and realty management business as principal, agent, representative, contractor, subcontractor, or in any other lawful capacity.

3. Engage in Mercantile and Manufacturing Businesses. Engage in a general mercantile, industrial, investing, and trading business; devise, invent, manufacture, fabricate, assemble, install, service, maintain, alter, buy, sell, import, export, license as licensor or licensee, lease as lessor or lessee, distribute, job, enter into, negotiate, execute, acquire, and assign contracts in respect of, acquire, receive, grant, and assign licensing arrangements, options, franchises, and other rights in respect of, and generally deal in and with, at wholesale and retail, as principal, and as special or general agent, representative, broker, factor, merchant, distributor, jobber, adviser, and in any other lawful capacity, goods, wares, merchandise, commodities, and unimproved, improved, finished, processed, and other real, personal, and mixed property of any and all kinds, together with the components, resultants, and by-products thereof.

4. Own and Deal in Patents and Copyrights. Apply for, register, obtain, purchase, lease, take licenses in respect of or otherwise acquire, and to hold, own, use, operate, develop, grant licenses and immunities in respect of, manufacture under and introduce, sell, assign, mortgage, pledge, or otherwise dispose of, and, in any manner deal with and contract with reference to (a) inventions, devices, formulas, processes, and any improvements and modifications thereof; (b) letters patent, patent rights, patented processes, copyrights, designs, and similar rights, trademarks, trade names, trade symbols, and other indications of origin and ownership granted by or recognized under the laws of the United States, the District of Columbia, any state or subdivision thereof, and any commonwealth, territory, agency or instrumentality of the United States and of any foreign country, and all rights connected therewith or appertaining thereto; and (c) franchises, licenses, grants, and concessions.

5. Own and Deal in Securities. Guarantee, purchase, take, receive, subscribe for, and otherwise acquire, own, hold, use, sell, lease, exchange, transfer, and otherwise dispose of securities (which term includes any shares of stock, bonds, debentures, notes, mortgages, other obligations, and any certificates, receipts or other instruments representing rights to receive, purchase or subscribe for the same, or representing any other rights or interests therein or in any property or assets) of any persons, domestic and foreign firms, associations, and corporations, and by any government or agency or instrumentality thereof; make payment therefor in any lawful manner; and, while owner of any securities, exercise any and all rights, powers and privileges in respect thereof, including the right to vote.

6. Acquire Going Businesses. Acquire by purchase, exchange, or otherwise, all, or any part of, or any interest in, the properties, assets, business, and goodwill of any one or more persons, firms, associations, or corporations heretofore or hereafter engaged in any business for which a corporation may now or hereafter be organized under the laws of [state]; pay for the same in cash, property, or corporation's own or other securities; hold, operate, reorganize, liquidate, sell, or in any manner dispose of the whole or any part thereof; and, in connection therewith, assume or guarantee performance of any liabilities, obligations, or contracts of such persons, firms, associations, or corporations, and to conduct the whole or any part of any business thus acquired.

7. Lend Money. Lend money in furtherance of Corporation's purposes and invest and reinvest Corporation's funds from time to time to such extent, to such persons, firms, associations, corporations, governments or agencies or instrumentalities thereof, and on such terms and on such security, if any, as the Board of Directors of Corporation may determine.

8. Make Contracts of Guaranty and Suretyship. Make contracts of guaranty and suretyship of all kinds and indorse or guarantee the payment of principal, interest, or dividends upon, and guarantee the performance of sinking fund or other obligations of, any securities, and guarantee in any way permitted by law the performance of any of the contracts or other undertakings in which Corporation may otherwise be or become interested, of any persons, firm, association, corporation, government or agency or instrumentality thereof, or of any other combination, organization, or entity.

9. Borrow Money and Issue Instruments of Indebtedness. Borrow money without limit as to amount and at such rates of interest as Corporation may determine; from time to time, issue and sell Corporation's notes, bonds, debentures, and other obligations, in amounts, on terms and conditions, for purposes and for prices, now or hereafter permitted by the laws of [state], and by this Certificate of Incorporation, as the Board of Directors of Corporation may determine; and to secure any of its obligations by mortgage, pledge, or other encumbrance of all or any of its property, franchises, and income.

10. Participate in Other Business Entities. Promote or manage other corporations of any type or kind; and participate with others in any corporation, partnership, limited partnership, joint venture, or other association of any kind, or in any transaction, undertaking, or arrangement that Corporation would have power to conduct by itself, whether or not such participation involves sharing or delegating control with or to others.

11. Issue Negotiable Instruments. Draw, make, accept, indorse, discount, execute, and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures, and other negotiable or transferable instruments and evidence of indebtedness whether secured by mortgage or otherwise, as well as to secure the same by mortgage or otherwise, as far as may be permitted by the laws of [state].

12. Deal in Own Securities. Purchase, receive, take, reacquire or otherwise acquire, own and hold, sell, lend, exchange, reissue, transfer, or otherwise dispose of, pledge, use, cancel, and otherwise deal in and with Corporation's shares and its other securities from time to time to the extent, in the manner and upon terms determined by the Board of Directors; provided that Corporation shall not use its funds or property for the purchase of its own shares of capital stock when its capital is impaired or when the purchase would cause any impairment of Corporation's capital, except to the extent permitted by law.

13. Organize Subsidiary Corporations. Organize, as an incorporator, or cause to be organized under the laws of [state] or of any other State of the United States, or of the District of Columbia, or of any commonwealth, territory, agency, or instrumentality of the United States, or of any foreign country, a corporation or corporations for the purpose of conducting and promoting any business or purpose for which corporations may be organized, and to dissolve, wind up, liquidate, merge, or consolidate any such corporation or corporations or to cause the same to be dissolved, wound up, liquidated, merged, or consolidated.

14. Conduct Business Anywhere in World. Promote and exercise all or any part of Corporation's purposes and powers in any and all parts of the world, and conduct Corporation's business in all or any of its branches as principal, agent, broker, factor, contractor, and in any other lawful capacity, either alone or through or in conjunction with any corporations, associations, partnerships, firms, trustees, syndicates, individuals, organizations, and other entities in any part of the world, and, in conducting Corporation's business and promoting any of its purposes, maintain offices, branches, and agencies in any part of the world, make and perform any contracts and do any acts and things, and carry on any business, and exercise any powers and privileges suitable, convenient, or proper for the conduct, promotion, and attainment of any of the business and purposes herein specified or that at any time may be incidental thereto or may appear conducive to or expedient for the accomplishment of any of such business and purposes and that might be engaged in or carried on by a corporation incorporated or organized under the laws of [state] and have and exercise all of the powers conferred by the laws of [state] upon corporations incorporated or organized under the laws of that State.

15. Enumeration of Purposes and Powers Not Limiting. The provisions of this Article shall be construed both as purposes and powers and each as an independent purpose and power. The enumeration of specific purposes and powers shall not be held to limit or restrict in any manner the purposes and powers of Corporation, and the purposes and powers specified, except when otherwise provided in this Article, shall not be limited or restricted by reference to, or interference from, the terms of any provision of this or any other Article of this Certificate of Incorporation; provided that Corporation shall not conduct any business, promote any purpose, or exercise any power or privilege within or without [state] that, under its laws, Corporation may not lawfully conduct, promote, or exercise.