06.11.050 Defense of Ultra Vires.
No act of a non-profit 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 non-profit 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:
(1) In a proceeding by a member or director against the non-profit corporation to enjoin the doing of any act or acts or the transfer of real or personal property by or to the non-profit 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 non-profit corporation is a party, the Tribal Council or Court of Competent Jurisdiction may, if all 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 may allow to the non-profit 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 which may result from the action of the Tribal Council or Court of Competent Jurisdiction 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 Tribal Council or Court of Competent Jurisdiction as a loss or damage sustained.
(2) In a proceeding by the non-profit 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 non-profit corporation.
(3) In a proceeding by the Tribal Council or Court of Competent Jurisdiction, as provided in this Title, to dissolve the non-profit corporation; or to enjoin the non-profit corporation from the transaction of unauthorized business.