Alabama § 10A-2-3.04 Ultra Vires

Alabama Statutes

§ 10A-2-3.04 — Ultra Vires

Alabama § 10A-2-3.04

Title 10AAlabama Business and Nonprofit Entities Code

Ch. 2Business Corporations

Art. 3Purposes and Powers

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Bluebook

Ala. Code § 10A-2-3.04 (2026).

Text

REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.

(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 10A-2-14.30.

(c)In a shareholder’s proceeding under subsection (b)(1) to enjoin an unauthorized corporate

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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(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 10A-2-14.30.
(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.