§414D-54  Ultra vires.  (a)  Except as
provided in subsection (b), the validity of corporate action may 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 in a proceeding against the corporation to enjoin an act where a
third party has not acquired rights.  The proceeding may be brought by the
attorney general, a director, or by a member or members in a derivative
proceeding.



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