§414D-54  Ultra vires.  (a)  Except asprovided in subsection (b), the validity of corporate action may not bechallenged on the ground that the corporation lacks or lacked power to act.

(b)  A corporation's power to act may bechallenged in a proceeding against the corporation to enjoin an act where athird party has not acquired rights.  The proceeding may be brought by theattorney general, a director, or by a member or members in a derivativeproceeding.

(c)  A corporation's power to act may be challengedin a proceeding against an incumbent or former director, officer, employee, oragent of the corporation.  The proceeding may be brought by a director, thecorporation, directly, derivatively, or through a receiver, a trustee, or otherlegal representative, or in the case of a public benefit corporation, by theattorney general. [L 2001, c 105, pt of §1; am L 2004, c 171, §5]