No shareholder may challenge a completed corporate action described in § 47-1A-1302, other than those subscribed in subdivisions 47-1A-1302.1(3) and (4), unless such corporate action:
(1) Was not effectuated in accordance with the applicable provisions of §§ 47-1A-901 to 47-1A-1202.6, inclusive, or the corporation's articles of incorporation, bylaws or board of directors' resolution authorizing the corporate action; or
(2) Was procured as a result of fraud or material misrepresentation.