Sec. 33-649. Ultra vires.
Sec. 33-649. Ultra vires. (a) Except as provided in subsection (b) of this section,
the validity of corporate action may not be challenged on 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 shareholder against the corporation to enjoin the act; or (2) 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.
(c) In a shareholder's proceeding under subdivision (1) of subsection (b) of this
section to enjoin an unauthorized corporate act, the court may enjoin or set aside the
act, if equitable 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 enjoining the unauthorized act.
(P.A. 94-186, S. 31, 215; P.A. 96-271, S. 25, 254.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 deleted Subsec. (b)(3) re challenge in a proceeding by the
Attorney General under Sec. 33-896, effective January 1, 1997.