§ 7-123-104 — Ultra vires

(1) Except as provided in subsection (2) of this
section, the validity of corporate action may not be challenged on the ground that
the nonprofit corporation lacks or lacked power to act.

(2) A nonprofit corporation's power to act may be challenged:

(a) In a proceeding against the nonprofit corporation to enjoin the act. The
proceeding may be brought by a director or by a voting member or voting members
in a derivative proceeding.

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

(c) In a proceeding by the attorney general under section 7-134-301.

(3) In a proceeding under paragraph (a) of subsection (2) of this section to
enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if it
would be equitable to do so and if all affected persons are parties to the
proceeding, and may award damages for loss, including anticipated profits,
suffered by the nonprofit corporation or another party because of the injunction.

Legislative History

Source: L. 97: Entire article added, p. 666, � 3, effective July 1, 1998.