§203. Defense of ultra vires








1. Beyond legal powers. 
No act of a corporation and no conveyance or transfer of real or personal property
to or by a corporation shall be invalid by reason of the fact that the corporation
was without capacity or power to do such act or to make or receive such conveyance
or transfer, but such lack of capacity or power may be asserted:





A. 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 the same to be equitable, set aside and enjoin the performance
of such contract, and in so doing may allow to the corporation or 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 such 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; [1977, c. 525, §13 (NEW).]










B. 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;
or [1977, c. 525, §13 (NEW).]










C. In a proceeding by the Attorney General, as provided in this Act, to dissolve the
corporation, or in a proceeding by the Attorney General to enjoin the corporation
from performing unauthorized acts, or in any other proceeding by the Attorney General. [1977, c. 525, §13 (NEW).]







[
1977, c. 525, §13 (NEW)
.]





SECTION HISTORY

1977, c. 525, §13 (NEW).