The Vermont Statutes Online
The Statutes below include the actions of the 2025 session of the General Assembly.
NOTE: The Vermont Statutes Online is an unofficial copy of the Vermont Statutes Annotated that is provided as a convenience.
(Cite as: 11B V.S.A. § 3.03)
-
§ 3.03. Ultra vires
(a) Except as provided in subsection (b) of this section, the validity of corporate action
may not be challenged on the ground that the corporation lacks or lacked power to
act.
(b) A corporation’s power to act may be challenged in a proceeding against the corporation
to enjoin an act where a third party has not acquired rights. The proceeding may be
brought by the Attorney General, a director, or by a member or members in a derivative
proceeding.
(c) 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. The proceeding
may be brought by a director, the corporation, directly, derivatively, or through
a receiver, a trustee, or other legal representative, or in the case of a public benefit
corporation, by the Attorney General. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)