[§414-44]  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:



(1)  In a proceeding by a shareholder against the
corporation 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 the
corporation; or



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



(c)  In a shareholder's proceeding under
subsection (b)(1) 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. [L 2000, c 244, pt of §1]