§ 47-18.3. Execution of corporate instruments; authority and proof.
§ 47‑18.3. Execution ofcorporate instruments; authority and proof.
(a) Notwithstandinganything to the contrary in the bylaws or articles of incorporation, when itappears on the face of an instrument registered in the office of the registerof deeds that the instrument was signed in the ordinary course of business onbehalf of a domestic or foreign corporation by its chairman, president, chiefexecutive officer, a vice‑president or an assistant vice‑president,treasurer, or chief financial officer, such an instrument shall be as validwith respect to the rights of innocent third parties as if executed pursuant toauthorization from the board of directors, unless the instrument reveals on itsface a potential breach of fiduciary obligation. The subsection shall notapply to parties who had actual knowledge of lack of authority or of a breachof fiduciary obligation.
(b) Any instrumentregistered in the office of the register of deeds, appearing on its face to beexecuted by a corporation, foreign or domestic, and bearing a seal whichpurports to be the corporate seal, setting forth the name of the corporationengraved, lithographed, printed, stamped, impressed upon, or otherwise affixedto the instrument, is prima facie evidence that the seal is the duly adoptedcorporate seal of the corporation, that it has been affixed as such by a personduly authorized so to do, that the instrument was duly executed and signed bypersons who were officers or agents of the corporation acting by authority dulygiven by the board of directors, and that any such instrument is the act of thecorporation, and shall be admissible in evidence without further proof ofexecution.
(c) Nothing in thissection shall be deemed to exclude the power of any corporate representativesto bind the corporation pursuant to express, implied, inherent or apparentauthority, ratification, estoppel, or otherwise.
(d) Nothing in thissection shall relieve corporate officers from liability to the corporation orfrom any other liability that they may have incurred from any violation oftheir actual authority.
(e) Any corporation mayconvey an interest in real property which is transferable by instrument whichis duly executed by either an officer, manager, or agent of said corporationand has attached thereto a signed and attested resolution of the board ofdirectors of said corporation authorizing the said officer, manager, or agentto execute, sign, seal, and attest deeds, conveyances, or other instruments.This section shall be deemed to have been complied with if an attestedresolution is recorded separately in the office of the register of deeds in thecounty where the land lies, which said resolution shall be applicable to alldeeds executed subsequently thereto and pursuant to its authority. Notwithstandingthe foregoing, this section shall not require a signed and attested resolutionof the board of directors of the corporation to be attached to an instrument orseparately recorded in the case of an instrument duly executed by thecorporation's chairman, president, chief executive officer, a vice‑president,assistant vice‑president, treasurer, or chief financial officer. Alldeeds, conveyances, or other instruments which have been heretofore or shall behereafter so executed shall, if otherwise sufficient, be valid and shall havethe effect to pass the title to the real or personal property describedtherein. (1991, c. 647, s. 2; 1999‑221, s. 4.)