A benefit enforcement proceeding may be commenced or maintained only:

1. (1) directly by the benefit corporation; or

2. (2) derivatively in accordance with IC 23-1-32 by:

   1. (A) a person or group of persons that owned at least two percent (2%) of the total number of shares of a class or series outstanding at the time of the act or omission complained of;
   2. (B) a director;
   3. (C) a person or group of persons that owned at least five percent (5%) of the outstanding equity interests in an entity of which the benefit corporation is a subsidiary at the time of the act or omission complained of; or
   4. (D) other persons as specified in the benefit corporation's articles of incorporation or bylaws.

As added by P.L.93-2015, SEC.3.