§ 17-19-304 — Ultra vires

(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 against the corporation to enjoin an act where 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.
(c) 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.