2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.304 - ULTRA VIRES.

        490.304  ULTRA VIRES.
         1.  Except as provided in subsection 2, the validity of corporate
      action is not challengeable on the ground that the corporation lacks
      or lacked power to act.
         2.  A corporation's power to act may be challenged in any of the
      following proceedings:
         a.  By a shareholder against the corporation to enjoin the
      act.
         b.  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.  By the attorney general under section 490.1430.
         3.  In a shareholder's proceeding under subsection 2, paragraph
      "a", 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.  

         89 Acts, ch 288, §28