Montana Code 35-2-132. Ultra vires
35-2-132. Ultra vires. (1) Except as provided in subsection (2), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
Terms Used In Montana Code 35-2-132
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: means a public benefit corporation, mutual benefit corporation, or religious corporation. See Montana Code 35-2-114
- Member: means , without regard to what a person is called in the articles or bylaws, a person or persons who, on more than one occasion and pursuant to a provision of a corporation's articles or bylaws, have the right to vote for the election of a director or directors. See Montana Code 35-2-114
- Proceeding: includes a civil suit and a criminal, administrative, and investigatory action. See Montana Code 35-2-114
- Public benefit corporation: means a domestic corporation designated as a public benefit corporation. See Montana Code 35-2-114
- Trustee: A person or institution holding and administering property in trust.
(2)A corporation‘s power to act may be challenged in a proceeding against the corporation to enjoin an act when a third party has not acquired rights. The proceeding may be brought by the attorney general, by a director, or by a member or members in a derivative proceeding.
(3)(a) A corporation’s power to act may be challenged in a proceeding against an incumbent or former director, officer, employee, or agent of the corporation.
(b)The proceeding may be brought:
(i)by a director;
(ii)by the corporation, directly, derivatively, or through a receiver, a trustee, or other legal representative; or
(iii)in the case of a public benefit corporation, by the attorney general.