§ 55A-3-04. Ultra vires. - North Carolina Statutes

§55A‑3‑04.  Ultra vires.

(a)        Except as providedin subsection (b) of this section, the validity of corporate action shall notbe challenged on the ground that the corporation lacks or lacked power to act.

(b)        A corporation'spower to act may be challenged:

(1)        In a proceeding by amember or a director against the corporation to enjoin the act;

(2)        In a proceeding bythe corporation, directly, derivatively, or through a receiver, trustee, orother legal representative, against an incumbent or former director, officer,employee, or agent of the corporation; or

(3)        In a proceeding bythe Attorney General under G.S. 55A‑14‑30.

(c)        In a proceeding bya member or a director under subdivision (b)(1) of this section to enjoin anunauthorized corporate act, the court may enjoin or set aside the act, ifequitable and if all affected persons are parties to the proceeding, and mayaward damages for loss (other than anticipated profits) suffered by thecorporation or another party because of enjoining the unauthorized act. (1955,c. 1230; 1993, c. 398, s. 1.)