A. A proceeding may be brought in the right of a domestic corporation to procure a judgment in its favor by either:

1. In the case of a corporation that has members, any member or members having twenty-five per cent or more of the voting power or by fifty members, whichever is less.

2. In the case of a corporation that does not have members, any director or twenty-five per cent of the directors, whichever is greater.

B. In any such proceeding, each complainant shall both:

1. Have been a member or director, as applicable, of the corporation at the time of the act or omission complained of.

2. Fairly and adequately represent the interests of the corporation in enforcing the right of the corporation.