(a) Limitations.--
(1) Except in a benefit enforcement proceeding, no person may bring an action or assert a claim against a benefit company or its members, managers or officers with respect to:
(i) failure to pursue or create general public benefit or a specific public benefit set forth in its certificate of organization; or
(ii) violation of a duty or standard of conduct under this subchapter.
(2) A benefit company shall not be liable for monetary damages under this subchapter for any failure of the benefit company to pursue or create general public benefit or a specific public benefit.
(b) Parties with standing.--A benefit enforcement proceeding may be commenced or maintained only:
(1) directly by the benefit company; or
(2) derivatively by:
(i) a member that owned at least 2% of the total number of interests of a class or series outstanding at the time of the act complained of;
(ii) a manager of a manager-managed limited liability company;
(iii) a person or group of persons that owns beneficially or of record 5% or more of the interests in an association of which the benefit company is a subsidiary at the time of the act complained of; or
(iv) such other persons as may be specified in the certificate of organization or operating agreement of the benefit company.
(c) Cross reference.--The provisions of Subchapter H (relating to actions by members) shall apply to derivative actions under this section.