(a) No limitation upon the business, purposes or powers of the corporation or upon
the powers of the shareholders, officers or directors, or the manner of exercise of
such powers, contained in or implied by the articles or by Chapters 18 1, 19 2 and 20 3 or by any shareholders' agreement shall be asserted as between the corporation or
any shareholder and any third person, except in a proceeding (1) by a shareholder
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 (2) to dissolve the corporation or (3) by the corporation or by a shareholder suing
in a representative suit against the officers or directors of the corporation for
violation of their authority.
(b) Any contract or conveyance made in the name of a corporation which is authorized
or ratified by the board, or is done within the scope of the authority, actual or
apparent, conferred by the board or within the agency power of the officer executing
it, except as the board's authority is limited by law other than this division, binds
the corporation, and the corporation acquires rights thereunder, whether the contract
is executed or wholly or in part executory.
(c) This section applies to contracts and conveyances made by foreign corporations
in this state and to all conveyances by foreign corporations of real property situated
in this state.
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