Indiana Code Title 23. Business and Other Associations § 23-17-4-4

Sec. 4. (a) Except as provided in subsection (b), 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 for a declaratory judgment or to enjoin an act where a third party has not acquired rights.  The proceeding may be brought by the attorney general or a director.