A shаrehоlder оf а cоrporаtion engaged in farming discovered a chemical plant was negligently dumping chemical waste into a river that fed the corporation’s irrigation system. Before bringing a derivative action against the chemical plant, the shareholder submitted a written demand to the corporation’s board of directors, requesting that it sue the manufacturer to compel it to (1) cease its chemical waste discharge and (2) compensate the corporation for its losses related to the contamination. Under the MBCA, which of the following conditions, if any, could excuse the 90-day waiting period for a shareholder’s derivative action?