§ 4132. Derivative action
A member may maintain a derivative action to enforce a right of a limited liability company if:
(1) the member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability company, requesting that they cause the company to bring an action to enforce the right, and the other members or the managers do not bring the action within a reasonable time; or
(2) a demand under subdivision (1) of this section would be futile. (Added 2015, No. 17, § 2.)
Structure Vermont Statutes
Title 11 - Corporations, Partnerships and Associations
Chapter 25 - Limited Liability Companies
§ 4003. Effect of operating agreement; nonwaivable provisions
§ 4004. Supplemental principles of law
§ 4007. Designated office and agent
§ 4008. Change of designated office or agent for service of process
§ 4009. Resignation of agent for service of process
§ 4011. Nature of business and powers; governing law
§ 4021. Limited liability company as legal entity
§ 4023. Articles of organization
§ 4024. Amendment or restatement of articles of organization
§ 4026. Filing in Office of Secretary of State
§ 4027. Correcting filed document
§ 4028. Certificate of existence or authorization
§ 4029. Liability for false statement in filed document
§ 4030. Filing by judicial act
§ 4031. Limited liability company property
§ 4032. When property is limited liability company property
§ 4033. Annual report for Secretary of State
§ 4034. Involuntary termination
§ 4041. No agency power of member as member
§ 4042. Liability of members and managers
§ 4053. Member’s liability for contributions
§ 4054. Management of limited liability company
§ 4055. Sharing of profits and losses and right to distributions
§ 4056. Limitations on distributions
§ 4057. Liability for unlawful distributions
§ 4059. General standards of member’s and manager’s conduct
§ 4060. Reimbursement, indemnification, and insurance
§ 4071. Member’s distributional interest
§ 4072. Transfer of distributional interest
§ 4075. Power of estate of deceased member
§ 4081. Events causing member’s dissociation
§ 4082. Member’s power to dissociate; wrongful dissociation
§ 4083. Effect of member’s dissociation
§ 4101. Events causing dissolution and winding up of company business
§ 4102. Limited liability company continues after dissolution
§ 4103. Right to wind up limited liability company’s business
§ 4104. Member’s or manager’s power and liability as agent after dissolution
§ 4105. Articles of termination
§ 4106. Distribution of assets in winding up limited liability company’s business
§ 4107. Known claims against dissolved limited liability company
§ 4108. Other claims against dissolved limited liability company
§ 4109. Enforcement of claims against dissolved limited liability company
§ 4111. Law governing foreign limited liability companies
§ 4112. Application for certificate of authority
§ 4113. Activities not constituting transacting business
§ 4114. Issuance of certificate of authority
§ 4115. Amended certificate of authority
§ 4116. Name of foreign limited liability company
§ 4117. Revocation of certificate of authority
§ 4118. Cancellation of authority
§ 4119. Effect of failure to obtain certificate of authority
§ 4120. Action by Attorney General
§ 4122. Designation of controlling foreign law
§ 4123. Scope of designated foreign law
§ 4131. Direct action by member
§ 4135. Special litigation committee
§ 4144. Approval of conversion
§ 4145. Amendment or abandonment of plan of conversion
§ 4146. Statement of conversion; effective date of conversion
§ 4149. Action on plan of merger by constituent limited liability company
§ 4150. Filings required for merger; effective date
§ 4153. Action on plan of domestication by domesticating limited liability company
§ 4154. Filings required for domestication; effective date
§ 4155. Effect of domestication
§ 4156. Restrictions on approval of mergers, conversions, and domestications
§ 4157. Subchapter not exclusive
§ 4163. Failure to meet requirements
§ 4173. Authority; requirements
§ 4174. Multiple roles of members and managers
§ 4175. Consensus formation algorithms and governance processes