13.1-828 - Ultra vires. - Virginia Statutes

§ 13.1-828. Ultra vires.

A. Except as provided in subsection B, corporate action may not be challengedon the ground that the corporation lacks or lacked power to act.

B. A corporation's power to act may be challenged:

1. In a proceeding by a member or a director against the corporation toenjoin the act;

2. In a proceeding by the corporation, directly, derivatively, or through areceiver, trustee, or other legal representative, against an incumbent orformer officer, director, employee, or agent of the corporation; or

3. In a proceeding against a corporation before the Commission.

C. In a proceeding by a member or a director under subdivision B 1 to enjoinan unauthorized corporate act, the court may enjoin or set aside the act andmay award damages for loss, except anticipated profits, suffered by thecorporation or another party because of enjoining the unauthorized act.

(Code 1950, § 13.1-206; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007, c.925.)