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, except that lack of capacity or power may be asserted in all of the following cases: (1) PROCEEDINGS BY MEMBERS OR DIRECTORS. A proceeding by a member or director 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 acts or transfer sought to be enjoined is being, or is 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 the court considers the same to be equitable, set aside and enjoin the performance of the contract. The court may allow to the corporation or to the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them as a result of the action of the court in setting aside and enjoining the performance of the contract. Anticipated profits to be derived from the performance of the contract may not be awarded by the court as a loss or damage sustained. (2) PROCEEDINGS BY THE CORPORATION. A proceeding by the corporation, whether acting directly or through a receiver, trustee or other legal representative, or through members in a representative suit, against the incumbent or former officers or directors of the corporation. (3) PROCEEDINGS BY THE ATTORNEY GENERAL. A proceeding by the attorney general, as provided in this chapter, to dissolve the corporation, or a proceeding by the attorney general to enjoin the corporation from performing unauthorized acts.
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