(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.
(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.