§7-6-10  Defense of ultra vires. –

Published: 2015

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Corporations, Associations, and Partnerships


Rhode Island Nonprofit Corporation Act

SECTION 7-6-10

   § 7-6-10  Defense of ultra vires. –

No act of a corporation and no conveyance or transfer of real or personal

property to or by a corporation shall be invalid because the corporation was

without capacity or power to do the act or to make or receive the conveyance or

transfer, but the lack of capacity or power may be asserted:

   (1) In a proceeding by a member or a director against the

corporation to enjoin the doing or continuation of unauthorized acts, or the

transfer of real or personal property by or to the corporation. If the

unauthorized acts or transfer sought to be enjoined are being, or are to be,

performed pursuant to any contract to which the corporation is a party, the

court may, if all of the parties to the contract are parties to the proceeding

and if it deems it to be equitable, set aside and enjoin the performance of the

contract, and in doing so may allow to the corporation or the other parties to

the contract compensation for the loss or damage sustained by either of them

which results from the action of the court in setting aside and enjoining the

performance of the contract, but anticipated profits to be derived from the

performance of the contract are not to be awarded by the court as a loss or

damage sustained.

   (2) In a proceeding by the corporation, whether acting

directly or through a receiver, trustee, or other legal representative, or

through members in a representative suit, against the officers or directors of

the corporation for exceeding their authority.

   (3) In a proceeding by the secretary of state, as provided in

this chapter, to revoke the certificate of incorporation of the corporation, or

in a proceeding by the secretary of state to enjoin the corporation from

performing unauthorized acts, or in any other proceeding by the secretary of


History of Section.

(P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.)

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