KRS 271B.3-040: Ultra vires.

(1) Except as provided in subsection (2) of this section, the validity of corporate action

shall 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 by:

(a) A shareholder against the corporation to enjoin the act;

(b) 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

(c) The Attorney General under KRS 271B.14-300.

(d) In a shareholder's proceeding under subsection (2)(a) of this section to enjoin

an unauthorized corporate act, the court may enjoin or set aside the act, if

equitable and if all affected persons are parties t o the proceeding, and may

award damages for loss (other than anticipated profits) suffered by the

corporation or another party because of enjoining the unauthorized act.