[§414-44]  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:

(1)  In a proceeding by a shareholder against thecorporation to enjoin the act;

(2)  In a proceeding by the corporation, directly,derivatively, or through a receiver, trustee, or other legal representative,against an incumbent or former director, officer, employee, or agent of thecorporation; or

(3)  In a proceeding by the attorney general undersection 414-411.

(c)  In a shareholder's proceeding undersubsection (b)(1) to enjoin an unauthorized corporate act, the court may enjoinor set aside the act, if equitable and if all affected persons are parties tothe proceeding, and may award damages for loss (other than anticipated profits)suffered by the corporation or another party because of enjoining theunauthorized act. [L 2000, c 244, pt of §1]