Iowa § 504.304 Ultra vires

Iowa Statutes

§ 504.304 — Ultra vires

Iowa § 504.304

Title XIIBUSINESS ENTITIES

Ch. 504REVISED IOWA NONPROFIT CORPORATION ACT

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Bluebook

Iowa Code § 504.304 (2026).

Text

1.Except as provided in subsection 2, the validity of corporate action shall not be challenged on the ground that the corporation lacks or lacked power to act.

2.A corporation’s power to act may be challenged in a proceeding against the corporation to enjoin an act when 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.

3.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 attorne

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1. Except as provided in subsection 2, the validity of corporate action shall not be
challenged on the ground that the corporation lacks or lacked power to act.
2. A corporation’s power to act may be challenged in a proceeding against the corporation
to enjoin an act when 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.
3. 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.