16-6a-304. Ultra vires.
- (1) Except as provided in Subsection (2), the validity of corporate action may not be challenged on the ground that the nonprofit corporation lacks or lacked power to act.
- (2) A nonprofit corporation’s power to act may be challenged:
- (a) in a proceeding against the nonprofit corporation to enjoin the act brought by:
- (i) a director; or
- (ii) one or more voting members in a derivative proceeding;
- (b) in a proceeding by or in the right of the nonprofit corporation, whether directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the nonprofit corporation; or
- (c) in a proceeding by the attorney general under Section 16-6a-1414.
- (a) in a proceeding against the nonprofit corporation to enjoin the act brought by:
- (3) In a proceeding under Subsection (2)(a) to enjoin an unauthorized corporate act, the court may:
- (a) enjoin or set aside the act, if:
- (i) it would be equitable to do so; and
- (ii) all affected persons are parties to the proceeding; and
- (b) award damages for loss, including anticipated profits, suffered by the nonprofit corporation or another party because of an injunction issued under this section.
- (a) enjoin or set aside the act, if:
Enacted by Chapter 300, 2000 General Session