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(a) Neither any act by, nor conveyance or transfer of real or personal property by or to, a nonprofit corporation will be deemed invalid per se where lack of capacity is alleged as the basis for the conveyance or transfer.

(b) Such lack of capacity or power may be asserted:

(1) In a proceeding by a member or director opposing the act, or transfer of real or personal property.

(A) If the act or transfer sought to be enjoined is being or will be performed, or made, pursuant to any contract to which the corporation is a party, the Court may, if all parties to the contract are parties to the proceeding, and the Court deems it equitable:

(i) Enjoin the performance of the contract; and/or

(ii) Award the corporation and/or other parties, as the case may be, compensation for loss or damage sustained by either as a result of enjoining the performance.

(B) Anticipated profits to be derived from the performance of the contract cannot 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 members in a representative suit, against the incumbent or former officers or directors.

(3) In a proceeding by the Tribal Council to dissolve the corporation, or enjoin the corporation from the transaction of unauthorized business. [Ord. 18 Part VI § 5, adopted, 10/7/2008.]