351.395. Conveyance of property not invalid because board of directors has exceeded corporation's powers--lack of capacity, power asserted, how.
Conveyance of property not invalid because board of directors hasexceeded corporation's powers--lack of capacity, power asserted,how.
351.395. No act of a corporation and no conveyance ortransfer of real or personal property to or by a corporationshall be invalid by reason of the fact that the corporation waswithout capacity or power to do such act or to make or receivesuch conveyance or transfer, but such lack of capacity or powermay be asserted:
(1) In a proceeding by a shareholder against the corporationto enjoin the doing of any act or acts or the transfer of real orpersonal property by or to the corporation. If the unauthorizedacts or transfer sought to be enjoined are being, or are to be,performed or made pursuant to any contract to which thecorporation is a party, the court may, if all of the parties tothe contract are parties to the proceeding and if it deems thesame to be equitable, set aside and enjoin the performance ofsuch contract, and in so doing may allow to the corporation or tothe other parties to the contract, as the case may be,compensation for the loss or damage sustained by either of themwhich may result from the action of the court in setting asideand enjoining the performance of such contract, but anticipatedprofits to be derived from the performance of the contract shallnot be awarded by the court as a loss or damage sustained;
(2) In a proceeding by the corporation, whether actingdirectly or through a receiver, trustee, or other legalrepresentative, or through shareholders in a representative suit,against the incumbent or former officers or directors of thecorporation;
(3) In a proceeding by the attorney general, as provided inthis chapter, to dissolve the corporation, or in a proceeding bythe attorney general to enjoin the corporation from thetransaction of unauthorized business.
(L. 1943 p. 410 § 6, A.L. 1965 p. 532)