17-6104.   Lack of corporate capacity or power; effect; assertion, when. No act of a corporation and no conveyance or transfer of real orpersonal property to or by a corporation shall be invalid by reason of thefact that the corporation was without capacity or power to do such act orto make or receive such conveyance or transfer, but such lack of capacityor power may be asserted:

      (a)   In a proceeding by a stockholder against the corporation to enjointhe doing of any act or acts or the transfer of real or personal propertyby or to the corporation. If the unauthorized acts or transfer sought to beenjoined are being, or are to be, performed or made pursuant to anycontract to which the corporation is a party, the court may set aside andenjoin the performance of such contract, if all of the parties to thecontract are parties to the proceeding and if it deems the same to beequitable, and in so doing may allow to the corporation or to the otherparties to the contract, as the case may be, such compensation as may beequitable for the loss or damage sustained by any of them which may resultfrom the action of the court in setting aside and enjoining the performanceof such contract, but anticipated profits to be derived from theperformance of the contract shall not be awarded by the court as a loss ordamage sustained.

      (b)   In a proceeding by the corporation, whether acting directly orthrough a receiver, trustee or other legal representative, or throughstockholders in a representative suit, against an incumbent or formerofficer or director of the corporation, for loss or damage due to hisunauthorized 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.