(a) Limitations.—

1. (1) Except in a benefit enforcement proceeding, no person may bring an action or assert a claim against a benefit company or its members, managers or officers with respect to:

   1. (i) failure to pursue or create general public benefit or a specific public benefit set forth in its certificate of organization; or
   2. (ii) violation of a duty or standard of conduct under this subchapter.
2. (2) A benefit company shall not be liable for monetary damages under this subchapter for any failure of the benefit company to pursue or create general public benefit or a specific public benefit.

(b) Parties with standing.— A benefit enforcement proceeding may be commenced or maintained only:

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

2. (2) derivatively by:

   1. (i) a member that owned at least 2% of the total number of interests of a class or series outstanding at the time of the act complained of;
   2. (ii) a manager of a manager-managed limited liability company;
   3. (iii) a person or group of persons that owns beneficially or of record 5% or more of the interests in an association of which the benefit company is a subsidiary at the time of the act complained of; or
   4. (iv) such other persons as may be specified in the certificate of organization or operating agreement of the benefit company.