§ 55-16-02. Inspection of records by shareholders.
§55‑16‑02. Inspection of records by shareholders.
(a) A qualifiedshareholder of a corporation is entitled to inspect and copy, during regularbusiness hours at the corporation's principal office, any of the records of thecorporation described in G.S. 55‑16‑01(e) if he gives thecorporation written notice of his demand at least five business days before thedate on which he wishes to inspect and copy.
(b) A qualifiedshareholder of a corporation is entitled to inspect and copy, during regularbusiness hours at a reasonable location specified by the corporation, any ofthe following records of the corporation if the shareholder meets therequirements of subsection (c) and gives the corporation written notice of hisdemand at least five business days before the date on which he wishes toinspect and copy:
(1) Records of any finalaction taken with or without a meeting by the board of directors, or by acommittee of the board of directors while acting in place of the board ofdirectors on behalf of the corporation, minutes of any meeting of theshareholders and records of action taken by the shareholders without a meeting,to the extent not subject to inspection under G.S. 55‑16‑02 (a);
(2) Accounting recordsof the corporation; and
(3) The record ofshareholders;
provided that a shareholder of apublic corporation shall not be entitled to inspect or copy any accountingrecords of the corporation or any records of the corporation with respect toany matter which the corporation determines in good faith may, if disclosed,adversely affect the corporation in the conduct of its business or mayconstitute material nonpublic information at the time the shareholder's noticeof demand to inspect and copy is received by the corporation.
(c) A qualifiedshareholder may inspect and copy the records described in subsection (b) onlyif:
(1) His demand is madein good faith and for a proper purpose;
(2) He describes withreasonable particularity his purpose and the records he desires to inspect; and
(3) The records aredirectly connected with his purpose.
(d) The right ofinspection granted by this section may not be abolished or limited by acorporation's articles of incorporation or bylaws.
(e) This section doesnot affect:
(1) The right of ashareholder to inspect records under G.S. 55‑7‑20 or, if theshareholder is in litigation with the corporation, to inspect therecords to the same extent as any other litigant;
(2) The power of acourt, independently of this Chapter, to compel the production of corporaterecords for examination.
(f) For purposes ofthis section, "shareholder" includes a beneficial owner whose sharesare held in a voting trust or by a nominee on his behalf and whose beneficialownership is certified to the corporation by that voting trust or nominee.
(g) For purposes ofthis section a "qualified shareholder" of a corporation is a personwho shall have been a shareholder in the corporation for at least six monthsimmediately preceding his demand or who shall be the holder of at least fivepercent (5%) of the corporation's outstanding shares of any class.
(h) A qualifiedshareholder of a corporation that has the power to elect, appoint, or designatea majority of the directors of another domestic or foreign corporation or of adomestic or foreign nonprofit corporation, shall have the inspection rightsprovided in this section with respect to the records of that other corporation.
(i) Notwithstandingthe provisions of this section or any other provisions of this Chapter orinterpretations thereof to the contrary, a shareholder of a public corporationshall have no common law rights to inspect or copy any accounting records ofthe corporation or any other records of the corporation that may not beinspected or copied by a shareholder of a public corporation as provided inG.S. 55‑16‑02(b). (1901, c. 2, ss. 38, 45, 49;Rev., ss. 1179‑1181; C.S., ss. 1170, 1172; G.S., ss. 55‑107, 55‑109;1955, c. 1371, s. 1; 1965, c. 609; 1973, c. 469, s. 11; 1989, c. 265, s. 1;1989 (Reg. Sess., 1990), c. 1024, s. 12.26; 1993, c. 552, s. 19.)