§ 21-229 — Ultra vires

(MBCA 3.04) (a) Except as provided in subsection
(b) of this section, 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 21-2,197 .
(c)
In a shareholder's proceeding under subdivision (b)(1) of this section 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.
(d) Venue for a proceeding
under subdivision (b)(1) or (b)(2) of this section lies in the district court
of the county where the corporation's principal office, or, if none in this
state, its registered office, is located.

Legislative History

Source: Laws 2014, LB749, § 29.