RIGHT OF ACTION.

304A.202 RIGHT OF ACTION. § Subdivision 1.Standing and grounds for claims. (a) No person other than a shareholder may assert a claim under this chapter or chapter 302A against a public benefit corporation, its directors, or its officers on account of the public benefit corporation's director's or officer's failure to pursue or create general public benefit or a specific public benefit. (b) A public benefit corporation is not liable for monetary damages under this chapter for any failure of the public benefit corporation to pursue or create general public benefit or a specific public benefit. § Subd. 2.Grounds for relief. In addition to the grounds for relief stated in section 302A.751, subdivision 1, paragraph (b), a court may grant relief under this chapter when: (1) directors or those in control of a public benefit corporation have breached the duties stated in section 304A.201 to a substantial extent and in a sustained manner; or (2) the public benefit corporation has for an unreasonably long period of time failed to pursue: (i) in the case of a general benefit corporation: (A) general public benefit; or (B) any specific public benefit purpose stated in its articles; and (ii) in the case of a specific benefit corporation, any specific public benefit purpose stated in its articles. § Subd. 3.Particular relief available. (a) In an action under this chapter, in addition to granting any other equitable relief the court deems just and reasonable in the circumstances, the court may: (1) order the public benefit corporation to terminate its status as a public benefit corporation pursuant to section 304A.103, subdivision 1; (2) remove one or more directors from the public benefit corporation's board of directors and determine whether the vacancy will be filled: (i) as provided in section 302A.225; or (ii) by court appointment, with the appointee to serve only until a qualified successor is elected by the shareholders at the next regular or special meeting of the shareholders; (3) appoint a receiver of the public benefit corporation to: (i) wind up and liquidate the activities and business of the public benefit corporation; or (ii) carry on the business and activities of the public benefit corporation in a manner consistent with this chapter. (b) Paragraph (a) does not imply any limitations on the relief available in a proceeding brought under section 302A.751 without reference to this chapter. History: 2014 c 172 s 9