NRS
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.
[Part 31(a):177:1925; added 1949,
158; 1943 NCL § 1630.01]—(NRS A 1961,
94; 1993,
950; 2003,
3083)
Notes of Decisions
Southport Lane Equity II, LLC v. Downey (2016)
nvd
“065 ; § 78.135. ; The Court stated: "If Delaware perceived its interest in securing jurisdiction over corporate fiduciaries to be as great as Heitner suggests, we would expect it to have enacted a statute more clearly designed to protect that interest.”
Consipio Holding, BV v. Carlberg (2012)
nev · cites it 10×
“Consipio contends that respondents’ conduct created sufficient minimum contacts with Nevada and that NRS 78.135(1) confers jurisdiction over nonresident officers and directors who violate their corporate authority.”
Shoen v. SAC Holding Corp. (2006)
nev
“1999) (differentiating between void and voidable corporate acts); NRS 78.135(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…”
Lorenz v. Beltio, Ltd. (1998)
nev
“, the Strubles, ratified the January 1992 assignment contract pursuant to NRS 78.135(3), which provides: Any contract or conveyance, otherwise lawful, made in the name of a corporation, which is authorized or ratified by the directors, or is done *806 within the scope of the…”
— Nev. Rev. Stat. § 78.135(1) — 2 cases
Consipio Holding, BV v. Carlberg (2012)
nev
“Consipio contends that respondents’ conduct created sufficient minimum contacts with Nevada and that NRS 78.135(1) confers jurisdiction over nonresident officers and directors who violate their corporate authority.”
Shoen v. SAC Holding Corp. (2006)
nev
“1999) (differentiating between void and voidable corporate acts); NRS 78.135(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…”
— Nev. Rev. Stat. § 78.135(3) — 1 case
Lorenz v. Beltio, Ltd. (1998)
nev
“, the Strubles, ratified the January 1992 assignment contract pursuant to NRS 78.135(3), which provides: Any contract or conveyance, otherwise lawful, made in the name of a corporation, which is authorized or ratified by the directors, or is done *806 within the scope of the…”
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