(1) A derivative proceeding may be dismissed, in whole or in part, by the court on motion by the corporation if a group specified in subsection (2) or subsection (3) has determined in good faith, after conducting a reasonable inquiry upon which its conclusions are based, that the maintenance of the derivative proceeding is not in the best interests of the corporation. In all such cases, the corporation has the burden of proof regarding the qualifications, good faith, and reasonable inquiry of the group making the determination.
(2) Unless a panel is appointed pursuant to subsection (3), the determination required in subsection (1) shall be made by:
(a) A majority of qualified directors present at a meeting of the board of directors if the qualified directors constitute a quorum; or
(b) A majority vote of a committee consisting of two or more qualified directors appointed by majority vote of qualified directors present at a meeting of the board of directors, regardless of whether such qualified directors constitute a quorum.
(3) Upon motion by the corporation, the court may appoint a panel consisting of one or more disinterested and independent individuals to make a determination required in subsection (1).
(4) This section does not prevent the court from:
(a) Enforcing a person’s rights under the corporation’s articles of incorporation or bylaws or this chapter, including the person’s rights to information under s. 607.1602; or
(b) Exercising its equitable or other powers, including granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.
History.—s. 76, ch. 2019-90.
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