§ 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.