(1) Except as provided in Subsection (2), the validity of corporate action may not be challenged on the ground that the nonprofit corporation lacks or lacked power to act.
(2) A nonprofit corporation's power to act may be challenged: (a) in a proceeding against the nonprofit corporation to enjoin the act brought by: (i) a director; or (ii) one or more voting members in a derivative proceeding; (b) in a proceeding by or in the right of the nonprofit corporation, whether directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the nonprofit corporation; or (c) in a proceeding by the attorney general under Section 16-6a-1414.
(3) In a proceeding under Subsection (2)(a) to enjoin an unauthorized corporate act, the court may: (a) enjoin or set aside the act, if: (i) it would be equitable to do so; and (ii) all affected persons are parties to the proceeding; and (b) award damages for loss, including anticipated profits, suffered by the nonprofit corporation or another party because of an injunction issued under this section.
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