                                 CODE OF VIRGINIA

RIGHT OF ACTION; STANDING; CONDITION PRECEDENT; STAY OF PROCEEDING (§
13.1-1042)

A. A member shall not commence or maintain a derivative proceeding unless the
member fairly and adequately represents the interests of the limited liability
company in enforcing the right of the limited liability company and is a proper
plaintiff pursuant to &#xA7; 13.1-1043.

B. No member may commence a derivative proceeding until:

   1. A written demand has been made on the limited liability company to take
   suitable action; and

   2. Ninety days have expired from the date delivery of the demand was made
   unless (i) the member has been notified before the expiration of 90 days that
   the demand has been rejected by the limited liability company or (ii)
   irreparable injury to the limited liability company would result by waiting
   until the end of the 90-day period.

C. If the limited liability company commences a review and evaluation of the
allegations made in the demand or complaint, the court may stay any derivative
proceeding for such period as the court deems appropriate.

HISTORY: 1991, c. 168; 2011, c. 379.