10-1602. Inspection of records by shareholders

581 words·~3 min read·/az/title-10/10-1602

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

A. Any shareholder who has been a holder of record of shares or of a voting trust beneficial interest therefor at least six months immediately preceding its demand or will be the holder of record of or the holder of record of a voting trust beneficial interest for at least five per cent of all of the outstanding shares of a corporation is entitled to inspect and copy any of the records of the corporation described in section 10-1601, subsection E during regular business hours at the corporation's principal office, if the shareholder gives the corporation written notice of its demand as provided in section 10-141 at least five business days before the date on which it wishes to inspect and copy.

B. Any shareholder who has been a holder of record of shares or of a voting trust beneficial interest for at least six months immediately preceding its demand or will be the holder of record of or the holder of record of a voting trust beneficial interest for at least five per cent of all of the outstanding shares of a corporation is entitled to inspect and copy any of the following records of the corporation during regular business hours at a reasonable location specified by the corporation, if the shareholder meets the requirements of subsection C of this section and gives the corporation written notice of its demand as provided in section 10-141 at least five business days before the date on which it wishes to inspect and copy the following:

1. 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 A of this section.

2. Accounting records of the corporation.

3. The record of shareholders.

4. The corporation's most recent financial statements showing in reasonable detail its assets and liabilities and the results of its operations.

C. A shareholder may inspect and copy the records described in subsection B of this section only if all of the following conditions are met:

1. The shareholder's demand is made in good faith and for a proper purpose.

2. The shareholder describes with reasonable particularity its purpose and the records it desires to inspect.

3. The records are directly connected with the shareholder's purpose.

D. The right of inspection granted by this section shall not be abolished or limited by a corporation's articles of incorporation or bylaws.

E. This section does not affect:

1. The right of a shareholder to inspect records under section 10-720, or if the shareholder is in litigation with the corporation, to the same extent as any other litigant.

2. The power of a court, independently of chapters 1 through 17 of this title, to compel the production of corporate records for examination on proof by a shareholder or holder of a voting trust beneficial interest of proper purpose, irrespective of the period of time during which the shareholder or holder of a voting trust beneficial interest has been a shareholder of record or a holder of record of a voting trust beneficial interest and irrespective of the number of shares held by the shareholder or represented by a voting trust beneficial interest held by the shareholder.