14-2-831. Derivative actions against directors and officers.

Subject to Code Sections 14-2-830 and 14-2-842, a derivative proceeding, as defined in paragraph (1) of Code Section 14-2-740, may be brought by a shareholder, or an action may be brought by the corporation, against one or more directors or officers of the corporation to procure for the benefit of the corporation a judgment for the following relief:#

1. (1)

   Subject to any provision of the articles of incorporation authorized pursuant to paragraph (4) of subsection (b) of Code Section 14-2-202, to compel the defendant to account for official conduct or to decree any other relief called for by his or her official conduct in the following cases:#

   1. (A)

      The neglect of, failure to perform, or other violation of his or her duties in the management of the corporation or in the disposition of corporate assets;#

   2. (B)

      The acquisition, transfer to others, loss, or waste of corporate assets due to any neglect of, failure to perform, or other violation of duties; or#

   3. (C)

      The appropriation, in violation of his or her duties, of any business opportunity of the corporation;#

2. (2)

   To enjoin a proposed unlawful conveyance, assignment, or transfer of corporate assets or other unlawful transaction where there is sufficient evidence that it will be made; and#

3. (3)

   To set aside an unlawful conveyance, assignment, or transfer of corporate assets where the transferee knew of its unlawfulness and is made a party to the action.#

No action shall be brought for the relief provided in subsection (a) of this Code section more than four years from the time the cause of action accrued.#

This Code section shall not limit any liability otherwise imposed by law upon any director or officer or any third party.#