2006 Code of Virginia § 13.1-828 - Ultra vires

13.1-828. Ultra vires.

A. Except as provided in subsection B of this section, the validity ofcorporate action may not be challenged on the ground that the corporationlacks 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; or

2. In a proceeding by the corporation, directly, derivatively or through areceiver, trustee, or other legal representative, against incumbent or formerofficers, directors, employees or agents 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 1 ofsubsection B of this section to enjoin an unauthorized corporate act, thecourt may enjoin or set aside the act, if equitable, and may award damagesfor loss, other than anticipated profits, suffered by the corporation oranother party because of enjoining the unauthorized act.

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