Nevada § 78.135 - Authority of directors and representatives of corporation

§ 78.135. Authority of directors and representatives of corporation

1. The statement in the articles of incorporation of the objects, purposes, powers

and authorized business of the corporation constitutes, as between the corporation

and its directors, officers or stockholders, an authorization to the directors and

a limitation upon the actual authority of the representatives of the corporation. Such limitations may be asserted in a proceeding by a stockholder or the State to

enjoin the doing or continuation of unauthorized business by the corporation or its

officers, or both, in cases where third parties have not acquired rights thereby,

or to dissolve the corporation, or in a proceeding by the corporation or by the stockholders

suing in a representative suit against the officers or directors of the corporation

for violation of their authority. 2. No limitation upon the business, purposes or powers of the corporation or upon

the powers of the stockholders, officers or directors, or the manner of exercise of

such powers, contained in or implied by the articles may be asserted as between the

corporation or any stockholder and any third person. 3. Any contract or conveyance, otherwise lawful, 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, binds the corporation, and

the corporation acquires rights thereunder, whether the contract is signed or is wholly

or in part executory.