Section 35-2-132 - Ultra vires(1) Except as provided in subsection (2), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.(2) A corporation's power to act may be challenged in a proceeding against the corporation to enjoin an act when a third party has not acquired rights. The proceeding may be brought by the attorney general, by a director, or by a member or members in a derivative proceeding.(3)(a) A corporation's power to act may be challenged in a proceeding against an incumbent or former director, officer, employee, or agent of the corporation.(b) The proceeding may be brought: (ii) by the corporation, directly, derivatively, or through a receiver, a trustee, or other legal representative; or(iii) in the case of a public benefit corporation, by the attorney general.En. Sec. 30, Ch. 411, L. 1991.