A shareholder may not commence or maintain a derivative proceeding unless the shareholder:
1. Shareholder at time of act or omission. Was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one who was a shareholder at that time; and
2. Represents interests. Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.