Ultra vires

A term used to express the action of a corporation which is beyond the powers conferred upon it by its charter, or the statutes under which ii was instituted. 13 Am. Law Rev. 632. "Ultra vtres" is also sometimes applied to an act which, though within the powers of a corporation, is not binding on it because the consent or agreement of the corporation has not been given in the manner required by its constifution. Thus, where a company delegates certain powers to its directors, all acts done by the directors beyond the scope of those powers are uitra vires, and not binding on the company, unless it subsequently ratifies them. Sweet. And see Miners' Ditch Co., v. Zellerbach, 37 Cal. 578, 99 Am. Dec. 80; Minnesota Thresher Mfg. Co. v. Langdon, 44 Minn. 37. 46 N. W. 312 ; State v. Morris & E. R. Co., 23 N. J. Law, 360; Central Transp. Co. v. Pullman's Palace Car Co., 139 U. S. 24, 11 Sup. Ch 478, 35 L. Ed. 55; Latimer v. Bard (C. O) 76 Fed. 543 ; Edwards County v. Jennings (Tex. Civ. App.) 33 S. W. 585.

Defined under Ultra in Black's Law Dictionary.

Beyond the powers. This phrase is much used in the modern law of corporations to indicate the invalidity of acts done in the name of corporations which exceed the corporate powers. It is found used in a twofold way. An act is said to be ultra vires when it is not within the scope of the powers of the corporation to perform it, under any circumstances or for any purpose. An act is, also, sometimes said to be ultra vires with reference to the rights of certain parties, when the corporation is not authorized to perform it without their consent; or with reference to some specific purpose, when it is not authorized to perform it for that purpose. And the rights of strangers dealing with corporations may vary, according as the act is ultra vires in one or the other of these senses. See Miners' Ditch Co. v. Zellerbach, 37 Cal. 543; McPherson v. Foster, 43 Iowa, 48, 65.