355.221. Derivative suit--proceeding brought in the right of corporation.

MISSOURI STATUTES AND CODES

355.221. Derivative suit--proceeding brought in the right of corporation.

Derivative suit--proceeding brought in the right of corporation.

355.221. 1. A proceeding may be brought in the right of a domesticor foreign corporation to procure a judgment in its favor by any member ormembers having ten percent or more of the voting power or by fifty members,whichever is less, or by any director.

2. In any such proceeding, each complainant shall be a member ordirector at the time of bringing the proceeding.

3. A complaint in a proceeding brought in the right of a corporationmust be verified and allege with particularity the demand made, if any, toobtain action by the directors and either why the complainants could notobtain the action or why they did not make the demand. If a demand foraction was made and the corporation's investigation of the demand is inprogress when the proceeding is filed, the court may stay the suit untilthe investigation is completed.

4. On termination of the proceeding the court may require thecomplainants to pay any defendant's reasonable expenses, including counselfees, incurred in defending the suit if it finds that the proceeding wascommenced frivolously or in bad faith.

5. If the proceeding on behalf of the corporation results in thecorporation taking some action requested by the complainants or otherwisewas successful, in whole or in part, or if anything was received by thecomplainants as the result of a judgment, compromise or settlement of anaction or claim, the court may award the complainants reasonable expenses,including counsel fees.

6. The complainants shall notify the attorney general within ten daysafter commencing any proceeding pursuant to this section if the proceedinginvolves a public benefit corporation other than a church or convention orassociation of churches or assets held in charitable trust by a mutualbenefit corporation.