§ 18-2051. Action to recover judgment - Conditions.

A member may bring an action in the right of the limited liability company to recover a judgment in its favor if all of the following conditions are met:

1.  Either:

a.management of the limited liability company is vested in a manager or managers who have the sole authority to cause the limited liability company to sue in its own right, or

b.management of the limited liability company is reserved to the members but the plaintiff does not have the authority to cause the limited liability company to sue in its own right under the provisions of an operating agreement; and

2.  The plaintiff has made demand on those managers or those members with such authority requesting that such managers or such members cause the limited liability company to sue in its own right; and

3.  The members or managers with such authority have wrongfully refused in the exercise of their business judgment to bring the action or, after adequate time to consider the demand, have failed to respond to such demand; and

4.  The plaintiff:

a.is a member of the limited liability company at the time of bringing the action, and

b.was a member of the limited liability company at the time of the transaction of which he complains, or his status as a member of the limited liability company thereafter developed upon him pursuant to the terms of the operating agreement from a person who was a member at such time; and

5.  The plaintiff fairly and adequately represents the interests of the members in enforcing the rights of the limited liability company.

Added by Laws 1992, c. 148, § 52, eff. Sept. 1, 1992.