1. (1) Except as provided in subsection (2), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.

2. (2) A corporation's power to act may be challenged:

   1. (a) in a proceeding by a shareholder against the corporation to enjoin the act; or
   2. (b) 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.

3. (3) In a shareholder's proceeding under subsection (2)(a) to enjoin an unauthorized corporate act, the court may:

   1. (a) enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding; and
   2. (b) award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.

History: En. Sec. 24, Ch. 368, L. 1991.