(a) An action may bebrought in a superior court of this State, which shall have exclusive originaljurisdiction over actions brought hereunder, in the right of any domestic orforeign corporation by any member or director, provided that, in the case of anaction by a member, the plaintiff or plaintiffs shall allege, and it shallappear, that each plaintiff‑member was a member at the time of thetransaction of which he complains.
(b) The complaint shallallege with particularity the efforts, if any, made by the plaintiff to obtainthe action the plaintiff desires from the directors or comparable authority andthe reasons for the plaintiff's failure to obtain the action or for not making theeffort. Whether or not a demand for action was made, if the corporationcommences an investigation of the charges made in the demand or complaint, thecourt may stay any proceedings until the investigation is completed.
(c) Upon motion of thecorporation, the court may appoint a committee composed of two or moredisinterested directors or other disinterested persons, acceptable to thecorporation, to determine whether it is in the best interest of the corporationto pursue a particular legal right or remedy. The committee shall report itsfindings to the court. After considering the report and any other relevantevidence, the court shall determine whether the proceeding should be continued.
(d) Such action shallnot be discontinued, dismissed, compromised, or settled without the approval ofthe court. The court, in its discretion, may direct that notice, bypublication or otherwise, shall be given to any directors, members, creditors,and other persons whose interests it determines will be substantially affectedby the discontinuance, dismissal, compromise, or settlement. If notice is sodirected to be given, the court may determine which one or more of the partiesto the action shall bear the expense of giving the same, in such amount as thecourt shall determine and find to be reasonable in the circumstances, and theamount of the expense shall be awarded as costs of the action.
(e) If the action onbehalf of the corporation is successful, in whole or in part, whether by meansof a compromise and settlement or by a judgment, the court may award theplaintiff the reasonable expenses of maintaining the action, includingreasonable attorneys' fees, and shall direct the plaintiff to account to thecorporation for the remainder of any proceeds of the action.
(f) In any suchaction, the court, upon final judgment and a finding that the action wasbrought without reasonable cause, may require the plaintiff or plaintiffs topay to the defendant or defendants the reasonable expenses, includingattorneys' fees, incurred by them in the defense of the action.
(g) In proceedingshereunder, no member shall be entitled to obtain or have access to anycommunication within the scope of the corporation's attorney‑clientprivilege which could not be obtained by or would not be accessible to a partyin an action other than on behalf of the corporation. (1985(Reg. Sess., 1986), c. 801, s. 34; 1993, c. 398, s. 1.)
(a) An action may bebrought in a superior court of this State, which shall have exclusive originaljurisdiction over actions brought hereunder, in the right of any domestic orforeign corporation by any member or director, provided that, in the case of anaction by a member, the plaintiff or plaintiffs shall allege, and it shallappear, that each plaintiff‑member was a member at the time of thetransaction of which he complains.
(b) The complaint shallallege with particularity the efforts, if any, made by the plaintiff to obtainthe action the plaintiff desires from the directors or comparable authority andthe reasons for the plaintiff's failure to obtain the action or for not making theeffort. Whether or not a demand for action was made, if the corporationcommences an investigation of the charges made in the demand or complaint, thecourt may stay any proceedings until the investigation is completed.
(c) Upon motion of thecorporation, the court may appoint a committee composed of two or moredisinterested directors or other disinterested persons, acceptable to thecorporation, to determine whether it is in the best interest of the corporationto pursue a particular legal right or remedy. The committee shall report itsfindings to the court. After considering the report and any other relevantevidence, the court shall determine whether the proceeding should be continued.
(d) Such action shallnot be discontinued, dismissed, compromised, or settled without the approval ofthe court. The court, in its discretion, may direct that notice, bypublication or otherwise, shall be given to any directors, members, creditors,and other persons whose interests it determines will be substantially affectedby the discontinuance, dismissal, compromise, or settlement. If notice is sodirected to be given, the court may determine which one or more of the partiesto the action shall bear the expense of giving the same, in such amount as thecourt shall determine and find to be reasonable in the circumstances, and theamount of the expense shall be awarded as costs of the action.
(e) If the action onbehalf of the corporation is successful, in whole or in part, whether by meansof a compromise and settlement or by a judgment, the court may award theplaintiff the reasonable expenses of maintaining the action, includingreasonable attorneys' fees, and shall direct the plaintiff to account to thecorporation for the remainder of any proceeds of the action.
(f) In any suchaction, the court, upon final judgment and a finding that the action wasbrought without reasonable cause, may require the plaintiff or plaintiffs topay to the defendant or defendants the reasonable expenses, includingattorneys' fees, incurred by them in the defense of the action.
(g) In proceedingshereunder, no member shall be entitled to obtain or have access to anycommunication within the scope of the corporation's attorney‑clientprivilege which could not be obtained by or would not be accessible to a partyin an action other than on behalf of the corporation. (1985(Reg. Sess., 1986), c. 801, s. 34; 1993, c. 398, s. 1.)
(a) An action may bebrought in a superior court of this State, which shall have exclusive originaljurisdiction over actions brought hereunder, in the right of any domestic orforeign corporation by any member or director, provided that, in the case of anaction by a member, the plaintiff or plaintiffs shall allege, and it shallappear, that each plaintiff‑member was a member at the time of thetransaction of which he complains.
(b) The complaint shallallege with particularity the efforts, if any, made by the plaintiff to obtainthe action the plaintiff desires from the directors or comparable authority andthe reasons for the plaintiff's failure to obtain the action or for not making theeffort. Whether or not a demand for action was made, if the corporationcommences an investigation of the charges made in the demand or complaint, thecourt may stay any proceedings until the investigation is completed.
(c) Upon motion of thecorporation, the court may appoint a committee composed of two or moredisinterested directors or other disinterested persons, acceptable to thecorporation, to determine whether it is in the best interest of the corporationto pursue a particular legal right or remedy. The committee shall report itsfindings to the court. After considering the report and any other relevantevidence, the court shall determine whether the proceeding should be continued.
(d) Such action shallnot be discontinued, dismissed, compromised, or settled without the approval ofthe court. The court, in its discretion, may direct that notice, bypublication or otherwise, shall be given to any directors, members, creditors,and other persons whose interests it determines will be substantially affectedby the discontinuance, dismissal, compromise, or settlement. If notice is sodirected to be given, the court may determine which one or more of the partiesto the action shall bear the expense of giving the same, in such amount as thecourt shall determine and find to be reasonable in the circumstances, and theamount of the expense shall be awarded as costs of the action.
(e) If the action onbehalf of the corporation is successful, in whole or in part, whether by meansof a compromise and settlement or by a judgment, the court may award theplaintiff the reasonable expenses of maintaining the action, includingreasonable attorneys' fees, and shall direct the plaintiff to account to thecorporation for the remainder of any proceeds of the action.
(f) In any suchaction, the court, upon final judgment and a finding that the action wasbrought without reasonable cause, may require the plaintiff or plaintiffs topay to the defendant or defendants the reasonable expenses, includingattorneys' fees, incurred by them in the defense of the action.
(g) In proceedingshereunder, no member shall be entitled to obtain or have access to anycommunication within the scope of the corporation's attorney‑clientprivilege which could not be obtained by or would not be accessible to a partyin an action other than on behalf of the corporation. (1985(Reg. Sess., 1986), c. 801, s. 34; 1993, c. 398, s. 1.)
