16-10a-720 - Shareholders' list for meeting.
16-10a-720. Shareholders' list for meeting.
(1) After fixing a record date for a shareholders' meeting, a corporation shall prepare alist of the names of all its shareholders who are entitled to be given notice of the meeting. Thelist shall be arranged by voting group, and within each voting group by class or series of shares. The list shall be alphabetical within each class or series and shall show the address of, and thenumber of shares held by, each shareholder.
(2) The shareholders' list shall be available for inspection by any shareholder, beginningon the earlier of 10 days before the meeting for which the list was prepared or two business daysafter notice of the meeting is given and continuing through the meeting and any meetingadjournments, at the corporation's principal office or at a place identified in the meeting notice inthe city where the meeting will be held. A shareholder or a shareholder's agent or attorney isentitled on written demand to the corporation and, subject to the requirements of Subsections16-10a-1602(3) and (7), and the provisions of Subsections 16-10a-1603(2) and (3), to inspect andcopy the list, during regular business hours and during the period it is available for inspection.
(3) The corporation shall make the shareholders' list available at the meeting, and anyshareholder, or any shareholder's agent or attorney is entitled to inspect the list at any time duringthe meeting or any adjournment, for any purposes germane to the meeting.
(4) If the corporation refuses to allow a shareholder, or the shareholder's agent orattorney, to inspect the shareholders' list before or at the meeting, or to copy the list as permittedby Subsection (2), the district court of the county where a corporation's principal office islocated, or, if it has none in this state, the district court for Salt Lake County, on application ofthe shareholder, may summarily order the inspection or copying at the corporation's expense andmay postpone the meeting for which the list was prepared until the inspection or copying iscomplete.
(5) If a court orders inspection or copying of the shareholders' list pursuant to Subsection(4), unless the corporation proves that it refused inspection or copying of the list in good faithbecause it had a reasonable basis for doubt about the right of the shareholder or the shareholder'sagent or attorney to inspect or copy the shareholders' list:
(a) the court shall also order the corporation to pay the shareholder's costs, includingreasonable counsel fees, incurred to obtain the order;
(b) the court may order the corporation to pay the shareholder for any damages incurred;and
(c) the court may grant the shareholder any other remedy afforded by law.
(6) If a court orders inspection or copying of the shareholders' list pursuant to Subsection(4), the court may impose reasonable restrictions on the use or distribution of the list by theshareholder.
(7) Refusal or failure to prepare or make available the shareholders' list does not affectthe validity of action taken at the meeting.
Amended by Chapter 378, 2010 General Session