2010 New York Code
BSC - Business Corporation
Article 2 - (201 - 203) CORPORATE PURPOSES AND POWERS
203 - 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 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 asserted:
    (1) In an action by a shareholder 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
  sustained.
    (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  doing  of
  unauthorized business.