10-3304. Validity of actions
A. Except as provided in subsection B of this section, the validity of corporate
action shall not be challenged on the ground that the corporation lacks or lacked power
to act.
B. A corporation's power to act may be challenged by any of the following:
1. In a proceeding by members of a corporation that is not a condominium
association as defined in section 33-1202, or a planned community association as defined
in section 33-1802, having at least ten per cent or more of the voting power or by at
least fifty members, unless a lesser percentage or number is provided in the articles of
incorporation, against the corporation to enjoin the act.
2. In a proceeding by any member of a condominium or a planned community
association against the corporation to enjoin the act pursuant to title 12, chapter 10,
article 1.
3. In a proceeding by the corporation, directly, derivatively or through any
receiver, trustee or other legal representative, against an incumbent or former director,
officer, employee or agent of the corporation.
C. In a member's proceeding under subsection B, paragraph 1 of this section to
enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if
equitable and if all affected persons are parties to the proceeding, and may award
damages for loss, other than anticipated profits, suffered by the corporation or another
party because of enjoining the unauthorized act.
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