Limitations on powers of shareholders, officers, and directors.

A limitation upon the powers of the shareholders, officers, or directors, or the manner or exercise of their powers, contained in or implied by the articles of incorporation, bylaws, or action of the board, or by AS 10.06.605 — 10.06.678 or 10.06.705 — 10.06.788 or by a shareholders' agreement may not be asserted as between the corporation or a shareholder and a third person, except in a proceeding (1) by a shareholder or the state to enjoin the doing or continuance of unauthorized business by the corporation or its officers, or both, in a case where a third party has not acquired rights under AS 10.06.025 (a);

(2) to dissolve the corporation; or

(3) by the corporation or by a shareholder suing in a representative suit against the officers or directors of the corporation for violation of their duty.