2006 New York Code - Defense Of Ultra Vires.

  § 203. Defense of ultra vires.
    (a)  No  act  of  a  corporation  and  no transfer of real or personal
  property to or by  a  corporation,  otherwise  lawful,  shall,  if  duly
  approved or authorized by a judge, court or administrative department or
  agency  as  required,  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  transfer,  but  such  lack  of  capacity  or power may be
    (1) In an action by a member against the  corporation  to  enjoin  the
  doing  of  any act or the transfer of real or personal property by or to
  the corporation. If the  unauthorized  act  or  transfer  sought  to  be
  enjoined  is being, or is to be, performed or made under any contract to
  which the corporation is a party, the court may, if all of  the  parties
  to the contract are parties to the action 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 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 from the action of the court
  in  setting  aside  and  enjoining  the  performance  of  such contract;
  provided that anticipated profits to be derived from the performance  of
  the  contract  shall  not  be  awarded  by the court as a loss or damage
    (2) In an action by or in the right of the corporation  to  procure  a
  judgment in its favor against an incumbent or former officer or director
  of the corporation for loss or damage due to his unauthorized act.
    (3)  In  an  action  or  special proceeding by the attorney-general to
  annul or dissolve the corporation or to enjoin it from the  carrying  on
  of unauthorized activities.

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