House committee substitute makes the following changes to the 1st edition.

Amends GS 55-7-42, which provides requirements that must be met prior to a shareholder beginning a derivative proceeding. Deletes requirement that the shareholder initiating a derivative proceeding must allege with particularity in the shareholder's written demand that imminent irreparable harm to the corporation will result if the shareholder must adhere to the 90-day waiting period between the date of the written demand and the commencing of the derivative proceeding.

Deletes the changes from the first edition to GS 55-7-43 (Stay of proceedings) and GS 55-7-48 (Suits against directors of public corporations). Also deletes the provision that repealed GS 55-8-25(b1), regarding a board of director's authority to create and appoint members to committees.

The first edition deleted all provisions of GS 55-7-44, which provided criteria for the dismissal of a derivative proceeding on motion of the corporation, and rewrote GS 55-7-44 to direct the court to dismiss a derivative proceeding on the motion of the corporation or any other defendant in the derivative proceeding in any of certain specified circumstances. Deletes all of the changes made to GS 55-7-44 in the first edition.