§ 623 — Members' derivative action brought in the right of the corporation to procure a judgment in its favor

§ 623. Members' derivative action brought in the right of the\n corporation to procure a judgment in its favor.\n (a) An action may be brought in the right of a domestic or foreign\ncorporation to procure a judgment in its favor by five percent or more\nof any class of members or by such percentage of the holders of capital\ncertificates or of the owners of a beneficial interest in the capital\ncertificates of such corporation.\n (b) In any such action, it shall be made to appear that each plaintiff\nis such a member, holder or owner at the time of bringing the action.\n (c) In any such action, the complaint shall set forth with\nparticularity the efforts of the plaintiff or plaintiffs to secure the\ninitiation of such action by the board of the reason for not making such\neffort.\n (d) Such action shall not be discontinued, compromised or settled\nwithout the approval of the court having jurisdiction of the action. If\nthe court shall determine that the interests of the members or of any\nclass or classes thereof will be substantially affected by such\ndiscontinuance, compromise or settlement, the court, in its discretion,\nmay direct that notice, by publication or otherwise, shall be given to\nthe members or class or classes thereof whose interests it determines\nwill be so affected; if notice is so directed to be given, the court may\ndetermine which one or more of the parties to the action shall bear the\nexpense of giving the same, in such amount as the court shall determine\nand find to be reasonable in the circumstances, and the amount of such\nexpense shall be awarded as special costs of the action and recoverable\nin the same manner as statutory taxable costs.\n (e) If the action on behalf of the corporation was successful, in\nwhole or in part, or if anything was received by the plaintiff or\nplaintiffs or a claimant or claimants as the result of a judgment,\ncompromise or settlement of an action or claim, the court may award the\nplaintiff or plaintiffs, claimant or claimants, reasonable expenses,\nincluding reasonable attorney's fees, and shall direct him or them to\naccount to the corporation for the remainder of the proceeds so received\nby him or them. This paragraph shall not apply to any judgment rendered\nfor the benefit of injured members or non-record owners only and limited\nto a recovery of the loss or damage sustained by them.\n