(1) Except as provided in subsection (2) of this section, the validity of corporate action may 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 by a shareholder against the corporation to enjoin the act;
In a proceeding by or in the right of the corporation, whether directly, derivatively, orthrough a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or
In a proceeding by the attorney general under section 7-114-301.
(3) In a shareholder's 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, other than anticipated profits, suffered by the corporation or another party because of the injunction.
Source: L. 93: Entire article added, p. 748, § 1, effective July 1, 1994. L. 96: (3) amended, p. 1313, § 11, effective June 1.