(2) Any member or creditor of the corporation may bring an action on behalf of the corporation in its name against any such directors to enforce the payment thereof; however, no directors shall be personally liable for payment of a delinquent assessment if:
(a) The record of proceedings of a duly constituted meeting of the board held prior to the commencement of such action show either that such director presented or voted in favor of a resolution presented and voted upon by the board calling for the prompt commencement of such enforcement proceedings; or
(b) If no meeting of the board was held between the time prescribed for enforcement of a delinquent assessment lien and the commencement of an action against the directors by a member or creditor of the corporation, that such director duly requested a special meeting of the board of directors be called for the purpose of adopting such a resolution and that the proposed resolution was submitted with the request.
(3) In any legal proceeding instituted by the board of directors of the corporation as provided in this section, the court may award to the prevailing party, in addition to the costs and disbursements of such proceedings, a reasonable attorney fee at trial and on appeal. [Amended by 1963 c.549 §1; 1981 c.897 §65; 1995 c.618 §87]