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.
COL021307
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. SOURCE: CC § 355. COURT DECISIONS: See American Pacific v. Siciliano, 235 F.2d 74 (1956).