§ RULE 23A DERIVATIVE ACTIONS BY SHAREHOLDERS

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RULE 23A. DERIVATIVE ACTIONS BY SHAREHOLDERS

    (a) The complaint in a derivative action brought by one or more shareholders or members to enforce a right of a corporation or of an unincorporated association shall be verified and shall allege:

    (a)(1) the right that the corporation or association could have enforced and did not;

    (a)(2) that the plaintiff was a shareholder or member at the time of the transaction complained of or that the plaintiff's share or membership thereafter devolved to the plaintiff by operation of law;

    (a)(3) that the action is not a collusive one to confer jurisdiction on the court that it would not otherwise have;

    (a)(4) with particularity, the plaintiff's efforts, if any, to obtain the desired action; and

    (a)(5) the reasons for the failure to obtain the action or for not making the effort.

    (b) The derivative action may not be maintained if it appears that the plaintiff does not fairly and adequately represent the interests of the shareholders or members similarly situated in enforcing the right of the corporation or association.

    (c) The action shall not be dismissed or compromised without the approval of the court, and notice of the proposed dismissal or compromise shall be given to shareholders or members in such manner as the court directs.