1.__Demand for limited partnership to enforce.__The partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time; or

2.__Demand futile.__A demand would be futile.

§1423.__Proper plaintiff

A derivative action may be maintained only by a person that is a partner at the time the action is commenced and:

1.__Partner when conduct occurred.__That was a partner when the conduct giving rise to the action occurred; or

2.__Partner status.__Whose status as a partner devolved upon the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct.

§1424.__Pleading

In a derivative action, the complaint must state with particularity:

1.__Date and content of demand; response.__The date and content of the plaintiff's demand and the general partners' response to the demand; or

2.__Demand excused.__Why the demand should be excused as futile.

§1425.__Proceeds and expenses

1.__Proceeds.__Except as otherwise provided in subsection 2:

A.__Any proceeds or other benefits of a derivative action, whether by judgment, compromise or settlement, belong to the limited partnership and not to the derivative plaintiff; and

B.__If the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the limited partnership.

2.__Expenses.__If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable