8.05.060 Defense of ultra vires acts.
Neither an action by the board of directors, nor conveyance or transfer of real or personal property to, or by, a for-profit corporation, shall be invalid merely because the board of directors lacked capacity or power to take such action, or make or receive such conveyance or transfer unless:
(a) A shareholder initiates a proceeding in Tribal Court against the corporation to enjoin the allegedly unauthorized act or transfer.
(1) If the unauthorized act or transfer sought to be enjoined is to be either performed, or made, pursuant to any contract to which the corporation is party, the Tribal Court may set aside and enjoin the performance of such contract if all parties to the contract are parties to the proceeding, and then, only if deemed equitable.
(2) The corporation initiates a proceeding either acting directly, or through a receiver, trustee, or other legal representative, or through shareholders via a direct or derivative suit, against the incumbent or former directors or officers of the corporation.
(3) The Tribal Council orders dissolution of the corporation or enjoins the corporation from transacting unauthorized business. [Ord. 18 Part I § 5, adopted, 10/7/2008.]