Utah Code § 48-4-303: Right of action.

(1) Except in a benefit enforcement proceeding, a person may not bring an action or assert a claim against a benefit company or a benefit company's member, manager, or officer with respect to:

(a) failure to pursue or create general public benefit or a specific public benefit set forth in the benefit company's certificate of organization; or

(b) violation of a duty or standard of conduct under this chapter.

(2) A benefit company is not liable for monetary damages under this chapter for a failure of the benefit company to pursue or create general public benefit or a specific public benefit.

(3) Only the following may commence or maintain a benefit enforcement proceeding:

(a) the benefit company, directly; or

(b) one or more of the following, derivatively:

(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 or omission complained of;

(ii) a manager of a manager-managed benefit company;

(iii) a person or group of persons who own beneficially or of record at least 5% of the interests in an association of which the benefit company is a subsidiary at the time of the act or omission complained of; or

(iv) any person or group of persons specified in the benefit company's certificate of organization or operating agreement.