(805 ILCS 5/3.15)
(from Ch. 32, par. 3.15)
Defense of Ultra Vires.
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:
(a) In a proceeding by a shareholder against the corporation to enjoin
the doing of any act or 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 or made 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 shall allow to the corporation or the other
parties, 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.
(b) In a proceeding by the corporation, whether acting directly or
through a receiver, trustee, or other legal representative, or through
shareholders in a representative suit, against the officers or directors of
the corporation for exceeding their authority.
(c) In a proceeding by the State, as provided in this Act, to dissolve
the corporation, or in a proceeding by the State to enjoin the corporation
from the transaction of unauthorized business.
(Source: P.A. 83-1025.)