Maintenance of records at registered office; inspection and copying of records; civil liability; penalties; denial of request for inspection of records; defense to action for penalties or damages; authority of court to compel production of records.
1. A corporation shall keep a copy of the following records at its registered office:
(a) A copy, certified by the Secretary of State, of its articles and all amendments thereto;
(b) A copy, certified by an officer of the corporation, of its bylaws and all amendments thereto;
(c) If the corporation has members, a members’ ledger or a duplicate members’ ledger, revised annually, containing the names, alphabetically arranged, of all persons who are members of the corporation, showing their places of residence, if known, and the class of membership held by each; or
(d) In lieu of the members’ ledger or duplicate members’ ledger specified in paragraph (c), a statement setting out the name of the custodian of the members’ ledger or duplicate members’ ledger, and the present and complete mailing or street address where the members’ ledger or duplicate members’ ledger specified in this section is kept.
2. A corporation must maintain the records required by subsection 1 in written form or in another form capable of conversion into written form within a reasonable time.
3. A director or any person who has been a member of record of a corporation for at least 6 months, or at least 5 percent of the members of the corporation, upon at least 5 days’ written demand, is entitled to inspect in person or by agent or attorney, during usual business hours, the members’ ledger or duplicate ledger, whether kept in the registered office or elsewhere as provided in paragraph (d) of subsection 1, and to make copies therefrom. Every corporation that neglects or refuses to keep the members’ ledger or duplicate copy thereof open for inspection, as required in this subsection, shall forfeit to the State the sum of $25 for every day of such neglect or refusal.
4. An inspection authorized by subsection 3 may be denied to a member or other person upon his refusal to furnish to the corporation an affidavit that the inspection is not desired for any purpose not relating to his interest as a member, including, but not limited to, those purposes set forth in subsection 6.
5. When the corporation keeps and maintains a statement in the manner provided for in paragraph (d) of subsection 1, the information contained thereon must be given to any director or member of such corporation as provided in subsection 2 when the demand is made during business hours. Every corporation that neglects or refuses to keep such statement available, as required in this subsection, shall forfeit to the State the sum of $25 for every day of such neglect or refusal.
6. It is a defense to any action to enforce the provisions of this section or for charges, penalties or damages under this section that the person suing has used or intends to use the list for any of the following purposes:
(a) To solicit money or property from the members unless the money or property will be used solely to solicit the votes of members;
(b) For any commercial purpose or purpose in competition with the corporation;
(c) To sell to any person; or
(d) For any other purpose not related to his interest as a member.
7. This section does not impair the power or jurisdiction of any court to compel the production for examination of the books of a corporation in any proper case.
8. In every instance where an attorney or other agent of the director or member seeks the right of inspection, the demand must be accompanied by a power of attorney signed by the director or member authorizing the attorney or other agent to inspect on behalf of the director or member.
9. The right to copy records under subsection 3 includes, if reasonable, the right to make copies by photographic, xerographic or other means.
10. The corporation may impose a reasonable charge, covering costs of labor, materials and copies of any records provided to the member or director.
Last modified: February 26, 2006