(1)(a) Except in a benefit enforcement proceeding, no person may bring an action or assert a claim against a benefit corporation or its directors or officers with respect to: 1. A failure to pursue or create a general public benefit or a specific public benefit set forth in its articles of incorporation; or 2. A violation of an obligation, duty, or standard of conduct under this part. (b) A benefit corporation is not liable for monetary damages under this part for the failure of the benefit corporation to pursue or create general public benefit or a specific public benefit. (2) A benefit enforcement proceeding may be commenced or maintained only: (a) Directly by the benefit corporation; or (b) Derivatively by: 1. A shareholder of record on the date of the action or inaction complained of in the benefit enforcement proceeding; 2. A director; 3. A person or group of persons that owns beneficially or of record 5 percent or more of the outstanding equity interests in an entity of which the benefit corporation is a subsidiary on the date of the action or inaction complained of in the proceeding; or 4. Any other person who is specified in the articles of incorporation or bylaws of the benefit corporation.
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