Okla. Stat. tit. 18, § 18-1018: Lack of Corporate Capacity or Power, Effect - Ultra

Vires.

LACK OF CORPORATE CAPACITY OR POWER, EFFECT; ULTRA VIRES

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, 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 transfer 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, if all of the parties to the contract are

parties to the proceeding and if it deems the same to be equitable,

may 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, such compensation as may be equitable

for the loss or damage sustained by any of them which may result

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

performance of such contract. 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 an incumbent

or former officer or director of the corporation for loss or damage

due to his unauthorized act; or

3. In a proceeding by the Attorney General to dissolve the

corporation, or to enjoin the corporation from the transaction of

unauthorized business.