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Promoter Pat contacts Attorney Scott to prepare articles of incorporation for a new business. The articles provide that the purpose of the corporation is to

Promoter Pat contacts Attorney Scott to prepare articles of incorporation for a new business. The articles provide that the purpose of the corporation is "to operate a lemonade stand in and outside the NEMO fair". Scott files the articles with the Missouri Secretary of State, a certificate of incorporation is issued and the corporation begins operating a lemonade stand inside the NEMO Fair. Later, the corporation expands its business to operate a lemonade stand inside the Missouri state fair in Sedalia. What is the status of this expansion of their business?

A.

the business expansion is "ultra vires" and unauthorized.

B.

The facts illustrate why Scott should have instead written the purpose of the corporation to be something similar to "to operate a lemonade stand in and outside of the NEMO fair and to conduct all other lawful business authorized by Missouri law".

C.

the problem can be solved by an amendment to the articles of incorporation.

D.

All of the above.

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