§ 1302. Proper plaintiff
§ 1302. Proper plaintiff (a) A derivative action to enforce a right of a mutual benefit enterprise may be maintained only by a person that: (1) is a member or a dissociated member at the time the action is commenced and: (A) was a member when the conduct giving rise to the action occurred; or […]
§ 1303. Pleading
§ 1303. Pleading In a derivative action to enforce a right of a mutual benefit enterprise, the complaint shall state: (1) the date and content of the plaintiff’s demand under subdivision 1301(1) of this title and the enterprise’s response; (2) if 90 days have not expired since the demand, how irreparable harm to the enterprise […]
§ 1304. Approval for discontinuance or settlement
§ 1304. Approval for discontinuance or settlement A derivative action to enforce a right of a mutual benefit enterprise may not be discontinued or settled without the court’s approval. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
§ 1305. Proceeds and expenses
§ 1305. Proceeds and expenses (a) Except as otherwise provided in subsection (b) of this section: (1) any proceeds or other benefits of a derivative action to enforce a right of a mutual benefit enterprise, whether by judgment, compromise, or settlement, belong to the enterprise and not to the plaintiff; and (2) if the plaintiff […]
§ 1401. Governing law
§ 1401. Governing law (a) The law of the State or other jurisdiction under which a foreign enterprise is organized governs relations among the members of the foreign enterprise and between the members and the foreign enterprise. (b) A foreign enterprise may not be denied a certificate of authority because of any difference between the […]
§ 1211. Administrative dissolution
§ 1211. Administrative dissolution (a) The Secretary of State may dissolve a mutual benefit enterprise administratively if the enterprise does not: (1) pay, not later than 60 days after the due date, any fee, tax, or penalty due to the Secretary of State under this title; or (2) deliver not later than 60 days after […]
§ 1201. Dissolution and winding up
§ 1201. Dissolution and winding up A mutual benefit enterprise is dissolved only as provided in this article and upon dissolution winds up in accordance with this article. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
§ 1202. Nonjudicial dissolution
§ 1202. Nonjudicial dissolution Except as otherwise provided in sections 1203 and 1211 of this title, a mutual benefit enterprise is dissolved and its activities shall be wound up: (1) upon the occurrence of an event or at a time specified in the articles of organization; (2) upon the action of the enterprise’s organizers, board […]
§ 1203. Judicial dissolution
§ 1203. Judicial dissolution The Superior Court may dissolve a mutual benefit enterprise or order any action that under the circumstances is appropriate and equitable: (1) in a proceeding initiated by the Attorney General, if: (A) the enterprise obtained its articles of organization through fraud; or (B) the enterprise has continued to exceed or abuse […]
§ 1204. Voluntary dissolution before commencement of activity
§ 1204. Voluntary dissolution before commencement of activity A majority of the organizers or initial directors of a mutual benefit enterprise that has not yet begun business activity or the conduct of its affairs may dissolve the enterprise. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)