TITLE 7

Corporations, Associations, and Partnerships

CHAPTER 7-1.2

Rhode Island Business Corporation Act

PART 7-1.2-301

Purposes and Powers

SECTION 7-1.2-303



   § 7-1.2-303  Defense of ultra vires. –

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

property to or by a corporation is 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:



   (a) In a proceeding by a shareholder against the corporation

to enjoin the doing of any act or the transfer of real or personal property by

or to the corporation. If the unauthorized act or transfer sought to be

enjoined is being, or is to be, performed or made pursuant to a 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 the same to be

equitable, set aside and enjoin the performance of the contract, and in so

doing may allow to the corporation or to the other parties to the contract, as

the case may be, compensation for the loss or damage sustained by either of

them which may result 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 shall not be awarded by the court

as a loss or damage sustained.



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

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

through shareholders in a representative suit, against the incumbent or former

officers or directors of the corporation.



   (c) In a proceeding by the attorney general, as provided in

this chapter, to dissolve the corporation, or in a proceeding by the attorney

general to enjoin the corporation from the transaction of unauthorized business.



History of Section.

(P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.)