RULE 23.1                                               
             DERIVATIVE ACTIONS BY SHAREHOLDERS                                  
                                                                                 
    In a derivative action brought by one or more shareholders or members        
to enforce a right of a corporation or of an unincorporated association,         
the corporation or association having failed to enforce a right which may        
properly be asserted by it, the complaint shall be verified and shall            
allege (a) that the plaintiff was a shareholder or member at the time of         
the transaction of which he complains or that his share or membership            
thereafter devolved on him by operation of law, and (b) that the action is       
not a collusive one to confer jurisdiction on a court of this state which        
it would not otherwise have. The complaint shall also allege with                
particularity the efforts, if any, made by the plaintiff to obtain the           
action he desires from the directors or comparable authority and, if             
necessary, from the shareholders or members, and the reasons for his             
failure to obtain the action or for not making the effort. The derivative        
action may not be maintained if it appears that the plaintiff does not           
fairly and adequately represent the interests of the shareholders or             
members similarly situated in enforcing the right of the corporation or          
association. The action shall not be dismissed or compromised without the        
approval of the court, and notice of the proposed dismissal or compromise        
shall be given to shareholders or members in such manner as the court            
directs.