Section 23B.03.040 - Ultra vires(1) Except as provided in subsection (2) of this section, corporate action may 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:(a) In a proceeding by a shareholder against the corporation to enjoin the act;(b) In a proceeding by 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) In a proceeding by the attorney general under RCW 23B.14.300.(3) 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, and may award damages for loss suffered by the corporation or another party because of enjoining or setting aside the unauthorized act.