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(a) The validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act, except in the following types of proceedings:

(1) In a proceeding by the corporation (or by a shareholder in a representative capacity) against the incumbent or former officers or directors of the corporation for exceeding their authority;

(2) In a proceeding by the community’s Presenting Officer to dissolve the corporation, or to enjoin it from the transactions of unauthorized business; or

(3) In a proceeding by a shareholder against the corporation to enjoin the commission of an ultra vires act or the ultra vires transfer of real or personal property, if all parties are before the Court and circumstances make such an action equitable.

(b) If a corporation owned in any part by the community is a party to any action, the Tribal Council must expressly waive sovereign immunity by resolution, unless the corporation has previously been determined by resolution of the Tribal Council not to be an arm of the Tribal Government. [Res. 2011-32; 2008 Code §]