N.Y. Banking Law Section 9-A
Defense of ultra vires

No act of a corporation formed under this chapter, or of a corporation formed under any other statute or special act having as its purpose or among its purposes a purpose for which a corporation may be formed under this chapter, and no transfer of real or personal property to or by such a corporation, otherwise lawful, 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 transfer, but such lack of capacity or power may be asserted:

1.

In an action by a stockholder or member against the corporation to enjoin the doing of any act or the transfer of real or personal property by or to the corporation. If the unauthorized act or transfer sought to be enjoined is being, or is to be, performed or made under any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the action 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, such compensation as may be equitable for the loss or damage sustained by any of them from the action of the court in setting aside and enjoining the performance of such contract; provided that 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 an action by or in the right of the corporation to procure a judgment in its favor against an incumbent or former officer or director of the corporation for loss or damage due to his unauthorized act.

3.

In an action or special proceeding by the superintendent or the attorney-general to annul or dissolve the corporation or to enjoin it from the doing of unauthorized business.

Source: Section 9-A — Defense of ultra vires, https://www.­nysenate.­gov/legislation/laws/BNK/9-A (updated Sep. 22, 2014; accessed Dec. 21, 2024).

1
Short title 2
Definitions 2‑A
Limited liability investment company 2‑B
Limited liability trust companies 4
Information to be given to social services officials, state department of social services, state department of mental hygiene, the mental... 4‑A
Banks to display signs 4‑B
Advertising 4‑C
Exemptions from certain provisions of chapter 5
Loans pursuant to the "Servicemen’s Readjustment Act of 1944 6
Investment in obligations of housing corporations indirectly guaranteed pursuant to the “Servicemen’s Readjustment Act of 1944” 6‑A
Investment in obligations of certain persons sixty-five years of age or over incurred to satisfy real property tax indebtedness 6‑C
Application forms to be made available 6‑D
Requirement to state in writing reason for denial of mortgage loan 6‑E
Graduated payment mortgages authorized 6‑F
Alternative mortgage instruments made by banks, trust companies, savings banks, savings and loan associations and credit unions 6‑G
Override of certain provisions of United States Public Law 97-320 6‑H
Reverse mortgage loans authorized 6‑I
Mortgage loans 6‑J
Proof of insurance 6‑K
Real property insurance escrow accounts 6‑L
High-cost home loans 6‑M
Subprime home loans 6‑N
Responsibility of banks for mortgages being processed for modification 6‑O
Single point of contact for modifying delinquent home loans 6‑O*2
Reverse cooperative apartment unit loans for persons sixty-two years of age or older 6‑P
Loan counseling for mortgages guaranteed by the Servicemen’s Readjustment Act of 1944 7
Payment of dividends or interest upon unclaimed deposits or shares 8
Deposits by custodian designated by administrator of veterans’ affairs, or by person certified by social security administration 9
Checks drawn against corporate funds or payable to corporations 9‑A
Defense of ultra vires 9‑B
Actions or special proceedings by superintendent or attorney-general 9‑C
Superintendent’s or attorney-general’s action for judicial dissolution 9‑D
Enforcement of section two hundred ninety-six-a of the executive law 9‑F
Geographic discrimination in making mortgage loans prohibited 9‑G
Right of set off 9‑H
Imposition of service charges prohibited 9‑I
Close-out fees prohibited in certain cases 9‑I*2
Prohibition on depositor of early withdrawal penalty in certain cases 9‑J
Disposal of records 9‑K
Sale of education loans 9‑M
Return of checks 9‑N
Trust accounts 9‑O
Mortgage loans 9‑P
Acceptance of certain checks for deposit 9‑R
Geographic restrictions 9‑S
Preauthorized electronic fund transfers 9‑T
Unsolicited mail-loan checks 9‑U
ATM transactions by persons using foreign bank accounts 9‑V
Savings promotion prize giveaway 9‑W
Standard financial aid award letter 9‑X
Mortgage forbearance 9‑X*2
Fees based on inactivity 9‑Y
Order of payment of checks and other debits, insufficient funds charges and return deposit item charges 9‑Z
Cashing of certain checks
Green check means up to date. Up to date

Accessed:
Dec. 21, 2024

Last modified:
Sep. 22, 2014

§ 9-A’s source at nysenate​.gov

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