§ 9-a. Defense of ultra vires.

No act of a corporation formed under this chapter, or of a corporation
formed under any other statute or special act having as its purpose or
among its purposes a purpose for which a corporation may be formed under
this chapter, and no transfer of real or personal property to or by such
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 stockholder or 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 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 superintendent or the
attorney-general to annul or dissolve the corporation or to enjoin it
from the doing of unauthorized business.