§ 7-1.2-1502 - Books and records.
SECTION 7-1.2-1502
§ 7-1.2-1502 Books and records. – (a) Each corporation shall keep correct and complete books and records ofaccount, keep minutes of the proceedings of its shareholders and of the boardof directors and committees of the board, and shall also keep at its registeredoffice or principal place of business, legal counsel's office, or at the officeof its transfer agent or registrar, a record of its shareholders giving thenames and addresses of all shareholders and the number and class of the sharesheld by each. Any books, records, and minutes may be in written form or anyother form capable of being converted into written form within a reasonabletime.
(b) Any director, shareholder or holder of voting trustcertificates for shares of a corporation, upon written demand stating thepurpose for the demand, has the right to examine, in person, or by agent orattorney, at any reasonable time or times, for any proper purpose, its relevantbooks and records of account, minutes, and record of shareholders and to makeextracts from those books and records of account, minutes, and record ofshareholders.
(c) Any officer or agent who, or a corporation which, refusesto allow any shareholder or holder of voting trust certificates, or his or heragent or attorney, to examine and make extracts from its books and records ofaccount, minutes, and record of shareholders, for any proper purpose, is liableto the shareholder or holder of voting trust certificates in a penalty of tenpercent (10%) of the value of the shares owned by the shareholder, or inrespect of which the voting trust certificates are issued, in addition to anyother damages or remedy afforded him or her by law. It is a defense to anyaction for penalties under this section that the person bringing the suit haswithin two (2) years sold or offered for sale any list of shareholders or ofholders of voting trust certificates for shares of the corporation or any othercorporation or has aided or abetted any person in procuring any list ofshareholders or of holders of voting trust certificates for that purpose, orhas improperly used any information secured through any prior examination ofthe books and records of account, or minutes, or record of shareholders, or ofholders of voting trust certificates for shares of the corporation or any othercorporation, or was not acting in good faith or for a proper purpose in makinghis or her demand.
(d) Nothing contained in these provisions impairs the powerof any court of competent jurisdiction, upon proof by a director, shareholderor holder of voting trust certificates of proper purpose, to compel theproduction for examination by the director, shareholder or holder of votingtrust certificates of the books and records of account, minutes, and record ofshareholders of a corporation.
(e) Upon the written request of any director, shareholder orholder of voting trust certificates for shares of a corporation, thecorporation shall mail to the director, shareholder or holder of voting trustcertificates its most recent financial statements showing in reasonable detailits assets and liabilities and the results of its operations.