{"data":{"id":"us-ut/utah-code-16-6a-304","jurisdiction":"us-ut","citation":"Utah Code § 16-6a-304","heading":"Ultra vires.","body":"(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.\n(2) A nonprofit corporation's power to act may be challenged:\n(a) in a proceeding against the nonprofit corporation to enjoin the act brought by:\n(i) a director; or\n(ii) one or more voting members in a derivative proceeding;\n(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\n(c) in a proceeding by the attorney general under Section 16-6a-1414.\n(3) In a proceeding under Subsection (2)(a) to enjoin an unauthorized corporate act, the court may:\n(a) enjoin or set aside the act, if:\n(i) it would be equitable to do so; and\n(ii) all affected persons are parties to the proceeding; and\n(b) award damages for loss, including anticipated profits, suffered by the nonprofit corporation or another party because of an injunction issued under this section.","path":["Title 16 Corporations","Chapter 16-6a Utah Revised Nonprofit Corporation Act","Part 16-6a-3 Purposes And Powers"],"source_url":"https://le.utah.gov/xcode/Title16/Chapter6a/16-6a-S304.html","current_through":"2026 General Session","vintage":"","retrieved_at":"2026-09-03T11:34:33Z","sha256":"ff774fc39c65cbab92c130a28cce57581e4727d8ef4cd82ea1a9b9335c68cf69","source_id":"us-ut","stale":false,"prev":"us-ut/utah-code-16-6a-303","next":"us-ut/utah-code-16-6a-401"},"notice":"GroundRules: Original legal text. Not legal advice."}