Guam § 4104 - Effect of Special Powers.

§ 4104. Effect of Special Powers.

The enumeration in the articles of the objects, purposes, powers and

authorized business of the corporation shall have no effect other than as

between the corporation and its directors or officers, as an authorization to

the directors and as a limitation upon the actual authority of the

representatives of the corporation.

No limitation upon the business, purposes or powers of the corporation

contained in or implied by the articles shall be asserted as between the

corporation or any shareholder and third person. Such limitations may be

asserted in an action by a shareholder or at the suit of the government, to

enjoin the continuation of unauthorized business, or to dissolve the corpora-

tion, or in an action by the corporation or by the shareholders suing in a

representative suit, against the officers or directors of the corporation for

violation of their authority.

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18 GCA BUSINESS S TRUCTURES & FUNCTION

Any contract or conveyance made in the name of a corporation, which

is authorized or ratified by the directors, or is done within the scope of the

authority, actual or apparent, given by the directors, shall bind the corpora-

tion, and the corporation shall acquire rights thereunder, whether the

contract be executed or wholly or in part executory.