Sec. 3. A benefit enforcement proceeding may be commenced or maintained only:
(1) directly by the benefit corporation; or
(2) derivatively in accordance with IC 23-1-32 by:
(A) a person or group of persons that owned at least two percent (2%) of the total number of shares of a class or series outstanding at the time of the act or omission complained of;
(B) a director;
(C) a person or group of persons that owned at least five percent (5%) of the outstanding equity interests in an entity of which the benefit corporation is a subsidiary at the time of the act or omission complained of; or
(D) other persons as specified in the benefit corporation's articles of incorporation or bylaws.