§ 17-16-304 — Ultra vires

Wyoming § 17-16-304

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 16: WYOMING BUSINESS CORPORATION ACT
• Art. 3: PURPOSES AND POWERS

Text

(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 in a
proceeding by:
(i) A shareholder against the corporation to enjoin
the act;
(ii) 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
(iii) The attorney general under W.S. 17-16-1430.
(c) In a shareholder's proceeding under paragraph (b)(i)
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.