The Directors Held Their Last Meeting on December 31 at 4:30

The directors held their last meeting on December 31 at 4:30 p.m., and it was conducted more like a party than a usual meeting. A director was negligent in signing a promissory note, which cost the corporation $15,000; furthermore, the director was in breach of his fiduciary duty because the note was paid to a corporation in which he had an interest. Which of the following is true?

A) If the corporation failed to start an action through its authorized agents (e.g., its directors) , no action could be taken because a corporation is merely a legal concept and must act through its authorized agents.
B) The shareholders could dissent to this act and force the corporation to buy them out at fair market value.
C) The proper plaintiffs in the action are the shareholders, under the relief from oppression provision.
D) The shareholders could force the director to pay the $15,000 to the corporation by insisting on their "pre-emptive rights."
E) A shareholder could commence an action on behalf of the corporation against the director if he gets the court's permission to do so.