352 LAWS OF MARYLAND [CH. 135

be embodied in the deed, or such instrument may be acknowl-
edged by the president or any vice-president of such corpora-
tion without such appointment.

120. (Defense of Ultra Vires. ) No act of any corporation
or transfer of real or personal property to or by any corpora-
tion shall be deemed invalid or unenforceable 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,
unless such lack of capacity or power is asserted:

(1) In a proceeding by a stockholder against the corpora-
tion to enjoin the doing of any act or the transfer of real or
personal property by or to the corporation. If the unauthor-
ized act or transfer is being, or is to be, performed or made
pursuant to any contract to which the corporation is a party
and if all of the parties to the contract are parties to the pro-
ceeding, the court may set aside and enjoin the performance
of such contract, but 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 enjoin-
ing the performance of such contract, provided that antici-
pated profits to be derived from the performance of the con-
tract 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 repre-
sentative, or through stockholders 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
by this Article, for forfeiture of the charter of the corporation
or in a proceeding by the Attorney General to enjoin the cor-
poration from the transaction of unauthorized business.

121. (Defense of Usury. ) No corporation shall interpose
the defense of usury in any action.

122. (Perpetual Existence. ) Every corporation of this
State shall have, until forfeiture, the right of perpetual ex-
istence, or existence for a limited period if such limitation is
stated in a charter provision adopted on or after June 1, 1908.
All limitations on the duration of any existing corporation
formed prior to June 1, 1908, whether resulting from a charter
provision or from any act in force at the time of creation or
formation of such corporation, are hereby annulled and re-
pealed.