17-6104. Lack of corporate capacity or power; effect; assertion, when.
17-6104
17-6104. Lack of corporate capacity or power; effect; assertion, when.
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 stockholder against the corporation to enjoin
the doing of any act or 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 or made pursuant to any
contract to which the corporation is a party, the court may set aside and
enjoin the performance of such contract, if all of the parties to the
contract are parties to the proceeding and if it deems the same to be
equitable, and in so doing may allow to the corporation or to the other
parties to the contract, as the case may be, such compensation as may be
equitable for the loss or damage sustained by any 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.
(b) In a proceeding by the corporation, whether acting directly or
through a receiver, trustee or other legal representative, or through
stockholders in a representative suit, against an incumbent or former
officer or director of the corporation, for loss or damage due to his
unauthorized act.
(c) In a proceeding by the attorney general to dissolve the corporation,
or to enjoin the corporation from the transaction of unauthorized business.
History: L. 1972, ch. 52, § 14; July 1.