§ 7-6-10 Defense of ultra vires. –No act of a corporation and no conveyance or transfer of real or personalproperty to or by a corporation shall be invalid because the corporation waswithout capacity or power to do the act or to make or receive the conveyance ortransfer, but the lack of capacity or power may be asserted:
(1) In a proceeding by a member or a director against thecorporation to enjoin the doing or continuation of unauthorized acts, or thetransfer of real or personal property by or to the corporation. If theunauthorized 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, thecourt may, if all of the parties to the contract are parties to the proceedingand if it deems it to be equitable, set aside and enjoin the performance of thecontract, and in doing so may allow to the corporation or the other parties tothe contract compensation for the loss or damage sustained by either of themwhich results from the action of the court in setting aside and enjoining theperformance of the contract, but anticipated profits to be derived from theperformance of the contract are not to be awarded by the court as a loss ordamage sustained.
(2) In a proceeding by the corporation, whether actingdirectly or through a receiver, trustee, or other legal representative, orthrough members in a representative suit, against the officers or directors ofthe corporation for exceeding their authority.
(3) In a proceeding by the secretary of state, as provided inthis chapter, to revoke the certificate of incorporation of the corporation, orin a proceeding by the secretary of state to enjoin the corporation fromperforming unauthorized acts, or in any other proceeding by the secretary ofstate.
§ 7-6-10 Defense of ultra vires. –No act of a corporation and no conveyance or transfer of real or personalproperty to or by a corporation shall be invalid because the corporation waswithout capacity or power to do the act or to make or receive the conveyance ortransfer, but the lack of capacity or power may be asserted:
(1) In a proceeding by a member or a director against thecorporation to enjoin the doing or continuation of unauthorized acts, or thetransfer of real or personal property by or to the corporation. If theunauthorized 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, thecourt may, if all of the parties to the contract are parties to the proceedingand if it deems it to be equitable, set aside and enjoin the performance of thecontract, and in doing so may allow to the corporation or the other parties tothe contract compensation for the loss or damage sustained by either of themwhich results from the action of the court in setting aside and enjoining theperformance of the contract, but anticipated profits to be derived from theperformance of the contract are not to be awarded by the court as a loss ordamage sustained.
(2) In a proceeding by the corporation, whether actingdirectly or through a receiver, trustee, or other legal representative, orthrough members in a representative suit, against the officers or directors ofthe corporation for exceeding their authority.
(3) In a proceeding by the secretary of state, as provided inthis chapter, to revoke the certificate of incorporation of the corporation, orin a proceeding by the secretary of state to enjoin the corporation fromperforming unauthorized acts, or in any other proceeding by the secretary ofstate.
§ 7-6-10 Defense of ultra vires. –No act of a corporation and no conveyance or transfer of real or personalproperty to or by a corporation shall be invalid because the corporation waswithout capacity or power to do the act or to make or receive the conveyance ortransfer, but the lack of capacity or power may be asserted:
(1) In a proceeding by a member or a director against thecorporation to enjoin the doing or continuation of unauthorized acts, or thetransfer of real or personal property by or to the corporation. If theunauthorized 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, thecourt may, if all of the parties to the contract are parties to the proceedingand if it deems it to be equitable, set aside and enjoin the performance of thecontract, and in doing so may allow to the corporation or the other parties tothe contract compensation for the loss or damage sustained by either of themwhich results from the action of the court in setting aside and enjoining theperformance of the contract, but anticipated profits to be derived from theperformance of the contract are not to be awarded by the court as a loss ordamage sustained.
(2) In a proceeding by the corporation, whether actingdirectly or through a receiver, trustee, or other legal representative, orthrough members in a representative suit, against the officers or directors ofthe corporation for exceeding their authority.
(3) In a proceeding by the secretary of state, as provided inthis chapter, to revoke the certificate of incorporation of the corporation, orin a proceeding by the secretary of state to enjoin the corporation fromperforming unauthorized acts, or in any other proceeding by the secretary ofstate.
