§ 17-19-630 — Derivative suits

(a) A proceeding may be brought in the right of a domestic
or foreign corporation to procure a judgment in its favor by:
(i) Any member or members having five percent (5%) or
more of the voting power or by fifty (50) members, whichever is
less; or
(ii) Any director.
(b) In any proceeding under this section, each complainant
shall be a member or director at the time of bringing the
proceeding.
(c) A complaint in a proceeding brought in the right of a
corporation shall be verified and allege with particularity the
demand made, if any, to obtain action by the directors and
either why the complainants could not obtain the action or why
they did not make the demand. If a demand for action was made
and the corporation's investigation of the demand is in progress
when the proceeding is filed, the court may stay the suit until
the investigation is completed.
(d) On termination of the proceeding the court may require
the complainants to pay any defendant's reasonable expenses,
including counsel fees, incurred in defending the suit if it
finds that the proceeding was commenced frivolously or in bad
faith.
(e) If the proceeding on behalf of the corporation results
in the corporation taking some action requested by the
complainants or otherwise was successful, in whole or in part,
or if anything was received by the complainants as the result of
a judgment, compromise or settlement of an action or claim, the
court may award the complainants reasonable expenses, including
counsel fees.
(f) The complainants shall notify the secretary of state
within ten (10) days after commencing any proceeding under this
section if the proceeding involves a public benefit corporation
or assets held in charitable trust by a mutual benefit
corporation. The secretary of state shall then notify the
attorney general.
D. Delegates