Section 156D:3.04 - Ultra vires(a) Except as provided in subsection (b), 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;(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; or(3) in a proceeding by the attorney general under section 14.30. Mass. Gen. Laws ch. 156D, § 3.04
Added by Acts 2003, c. 127, § 17, eff. 7/1/2004.