Kentucky Revised Statutes Title XXIII. Private Corporations and Associations § 275.337.Derivative actions

(a) The member shall first make a demand on the other members and, if the company is manager-managed, the managers, requesting that they cause the company to bring an action to redress the injury or enforce the right, and they do not bring the action within a reasonable time; or

(b) A demand would be futile.

(a) Was a member when the conduct giving rise to the action occurred; or

(b) Acquired the status as a member by operation of law or pursuant to the terms of the operating agreement from a person that was a member at the time of the conduct giving rise to the action occurred.

(a) The date and content of the member's demand and the response to the demand; or

(b) The reason the demand should be excused as futile.

(a) It appears that the person commencing the proceeding does not fairly and adequately represent the interests of the members in enforcing the rights of the limited liability company; or

(b) The person commencing the proceeding ceases to be a member in the limited liability company.

(a) Any proceeds or other benefits of a derivative action on behalf of a limited liability company, whether by judgment, compromise, or settlement, are the property of the company and not of the plaintiff; and

(b) If the plaintiff receives any proceeds or other benefits, the plaintiff shall immediately remit them to the company.

(a) Require the plaintiff member to pay any defendant's reasonable expenses, including counsel fees, incurred in defending the proceeding to the extent it finds that the proceeding or any portion thereof was commenced without reasonable cause or for an improper purpose; and

(b) Require the limited liability company to pay the plaintiff member's reasonable expenses, including counsel fees, incurred in the proceeding to the extent it finds that the proceeding has resulted in a substantial benefit to the company.