1. A. A shareholder shall not commence or maintain a derivative proceeding unless the shareholder:

   1. 1. Was a shareholder of the corporation at the time of the act or omission complained of, became a shareholder through transfer by operation of law from one who was a shareholder at that time, or became a shareholder before public disclosure and without knowledge of the act or omission complained of;
   2. 2. Was a shareholder at the time the shareholder made the written demand required by subdivision B 1; and
   3. 3. Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.

2. B. No shareholder may commence a derivative proceeding until:

   1. 1. A written demand has been delivered to the corporation to take suitable action; and
   2. 2. Ninety days have expired from the date delivery of the written demand was made on the corporation unless (i) the shareholder has earlier been notified that the demand has been rejected by the corporation or (ii) irreparable injury to the corporation would result by waiting for the expiration of the 90-day period.
3. C. The written demand required by subdivision B 1 shall describe in reasonable detail the reasons for the demand and the action being requested and shall state that the shareholder may commence a derivative proceeding if the action is not taken. If the shareholder is a beneficial shareholder or an unrestricted voting trust beneficial owner, the written demand shall be accompanied by evidence of such beneficial ownership.
4. D. 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.

1992, c. 802; 2007, c. 165; 2010, c. 782; 2019, c. 734; 2026, cc. 383, 892.