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:
(1) 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.
(2) 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.
(3) 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 performing
unauthorized acts, or in any other proceeding by the attorney
general.
[1967 c 235 § 9.]
NOTES: