10-3630. Definitions In this article, unless the context otherwise requires: 1. " Derivative proceeding" means a civil suit in the right of a domestic corporation or, to the extent provided in section 10-3637, in the right of a foreign corporation. 2. " Independent person" means a person with no personal interest in the transaction and […]
10-3631. Standing A. A proceeding may be brought in the right of a domestic corporation to procure a judgment in its favor by either: 1. In the case of a corporation that has members, any member or members having twenty-five per cent or more of the voting power or by fifty members, whichever is less. […]
10-3632. Demand No complainant may commence a derivative proceeding until both: 1. A written demand has been made on the corporation to take suitable action. 2. Ninety days have expired from the date the demand was made unless the complainant has earlier been notified that the demand has been rejected by the corporation or unless […]
10-3633. Stay of proceedings If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.
10-3634. Dismissal A. A derivative proceeding shall be dismissed by the court on motion by the corporation on any legal grounds, including if one of the groups specified in subsections B or F has determined in good faith after conducting a reasonable inquiry on which its conclusions are based that the maintenance of the derivative […]
10-3635. Discontinuance or settlement No derivative proceeding may be discontinued or settled without the court’s approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation’s members or a class of members, the court shall direct that notice be given to the affected members.
10-3636. Payment of expenses On termination of the derivative proceeding the court may either: 1. Order the corporation to pay the plaintiff’s reasonable expenses, including attorney fees, incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation. 2. Order the plaintiff to pay any defendant’s reasonable […]
10-3637. Applicability to foreign corporations In any derivative proceeding in the right of a foreign corporation, the matters covered by this article are governed by the laws of the jurisdiction of incorporation of the foreign corporation except for sections 10-3633, 10-3635 and 10-3636.
