resources / Statutes / Nonprofit Corporations / §10-3631

Title 10 – Corporations and Associations

Chapter 29 – Members and Membership-nonprofit Corporations

Article 4 – Derivative Suits

  • 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.
    • 2. In the case of a corporation that does not have members, any director or twenty-five per cent of the directors, whichever is greater.
  • B. In any such proceeding, each complainant shall both:
    • 1. Have been a member or director, as applicable, of the corporation at the time of the act or omission complained of.
    • 2. Fairly and adequately represent the interests of the corporation in enforcing the right of the corporation.