Nevada Revised Statutes

Nev. Rev. Stat. § 82.216 (2026)

Authority of directors and representatives of corporation

✓ current as of July 2026
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NRS 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.

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

     

Notes of Decisions
Cited in 2 cases (2 in the last 5 years), 2026–2026 · leading case: Singh v. Dist. Ct. (singh) (civil), 142 Nev. Adv. Op. No. 25 (Nev. 2026).
Singh v. Dist. Ct. (singh) (civil), 142 Nev. Adv. Op. No. 25 (Nev. 2026). · cites it 4× “In 2024, real parties in interest (RPIs), who are general members of NNSS and former members of the Management Committee, filed a complaint against individuals currently acting as NNSS Management, asserting three distinct breach-of-bylaw claims under NRS 82.216(1), as well as a…”
Singh v. Dist. Ct. (singh) (civil), 142 Nev. Adv. Op. No. 25 (Nev. 2026). “As a result, under Nevada law, NRS 82.216(1) vests RPIs with an avenue for legal recourse arising from the purported breach of bylaws by NNSS Management.”
Nev. Rev. Stat. § 82.216(1): 2 cases
Singh v. Dist. Ct. (singh) (civil), 142 Nev. Adv. Op. No. 25 (Nev. 2026). “In 2024, real parties in interest (RPIs), who are general members of NNSS and former members of the Management Committee, filed a complaint against individuals currently acting as NNSS Management, asserting three distinct breach-of-bylaw claims under NRS 82.216(1), as well as a…”
Singh v. Dist. Ct. (singh) (civil), 142 Nev. Adv. Op. No. 25 (Nev. 2026). “As a result, under Nevada law, NRS 82.216(1) vests RPIs with an avenue for legal recourse arising from the purported breach of bylaws by NNSS Management.”
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