(805 ILCS 105/103.15) (from Ch. 32, par. 103.15)
Sec. 103.15.
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 member entitled to vote or by a
director 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, to the extent provided for by Section
107.80 of this Act, through a member in a representative
suit, against the officers or directors of the corporation
for exceeding their authority; or
(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 affairs.
(Source: P.A. 84-1423.)
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