35-1-1107. Inspection of records by shareholders. (1) Subject to 35-1-1108(3), a shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in 35-1-1106(5) if the shareholder gives the corporation written notice of the demand at least 5 business days before the date on which the shareholder wishes to inspect and copy.
(2) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (3) and gives the corporation written notice of the demand at least 5 business days before the date on which the shareholder wishes to inspect and copy:
(a) excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders, and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under subsection (1);
(b) accounting records of the corporation; and
(c) the record of shareholders.
(3) A shareholder may inspect and copy the records identified in subsection (2) only if:
(a) the demand is made in good faith and for a proper purpose;
(b) the shareholder describes with reasonable particularity the purpose and the records the shareholder desires to inspect;
(c) the records are directly connected with the shareholder's purpose; and
(d) the shareholder has been a shareholder of record for at least 6 months preceding the demand or the shareholder is a holder of record of at least 5% of all the outstanding shares of the corporation.
(4) The right of inspection granted by this section may not be abolished or limited by a corporation's articles of incorporation or bylaws.
(5) This section does not affect:
(a) the right of a shareholder to inspect records under 35-1-523 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or
(b) the power of a court, independently of this chapter, to compel the production of corporate records for examination.
(6) For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or by a nominee on the shareholder's behalf.
History: En. Sec. 174, Ch. 368, L. 1991; amd. Sec. 156, Ch. 42, L. 1997.