Section 14-3-741. Standing

   A derivative proceeding may be brought either by any director or by any member or members having 5 percent or more of the voting power or by 50 members, whichever is less. A director or members may not commence or maintain a derivative proceeding unless the director or members:

   (1) Was a director or were members of the corporation at the time of the act or omission complained of (or became a member through transfer by operation of law from one who was a member at that time); or is a director or are members at the time the proceeding is commenced; and

   (2) Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.

Code 1981, § 14-3-741, enacted by Ga. L. 1991, p. 465, § 1.