§ 82.216 — Authority of directors and representatives of corporation

1. The statement in the articles or bylaws of the objects, purposes, powers and authorized business of the corporation constitutes, as between the corporation and its directors, officers or members, an authorization to the directors and a limitation upon the actual authority of the representatives of the corporation. These limitations may be asserted in a proceeding by a director or a member entitled to vote for the election of directors or the Attorney General 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, a director or a member entitled to vote for the election of directors 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 members, officers or directors, or the manner of exercise of such powers, contained in or implied by the articles or bylaws may be asserted as between the corporation, the directors or members 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.

Legislative History

(Added to NRS by 1991, 1268 ; A 2003, 3126 )