A. Except as provided in subsection B, corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.\nB. A corporation's power to act may be challenged:\n1. In a proceeding by a member or a director against the corporation to enjoin the act;\n2. In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former officer, director, employee, or agent of the corporation; or\n3. In a proceeding against a corporation before the Commission.\nC. In a proceeding by a member or a director under subdivision B 1 to enjoin an unauthorized corporate act, the court may enjoin or set aside the act and may award damages for loss, except anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.\nCode 1950, § 13.1-206; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007, c. 925.
Virginia Legal Code