N.D. Cent. Code § 10-19.1-28

10-19.1-28. Defense of ultra vires

No act of a corporation and no conveyance or transfer of real or personal property to or by a

corporation is 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 but such lack of capacity or

power may be asserted:

1. In a proceeding by a shareholder against the corporation to enjoin the doing of any act

or acts or the transfer of real or personal property by or to the corporation. If the

unauthorized acts or transfers sought to be enjoined are being, or are 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 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, compensation for the loss or damage sustained by either of them which may result

from the action of the court in setting aside and enjoining the performance of such

contract. However, 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 a proceeding by the corporation, whether acting directly or through a receiver,

trustee, or other legal representative, or through shareholders in a representative suit,

against the incumbent or former officers or directors of the corporation.

3. In a proceeding by the attorney general, as provided in this chapter, to dissolve the

corporation or to enjoin the corporation from the transaction of unauthorized business.