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This entry was published on 2014-09-22
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SECTION 6023
Books and records; right of inspection, prima facie evidence
Banking (BNK) CHAPTER 2, ARTICLE 15, TITLE 6
§ 6023. Books and records; right of inspection, prima facie evidence.
1. Each corporation shall keep correct and complete books and records of
account and shall keep minutes of the proceedings of its stockholders,
board and executive committee, if any, and shall keep at the office of
the corporation in this state or at the office of its transfer agent or
registrar in this state, a record containing the names and addresses of
all stockholders, the number and class of shares held by each and the
dates when they respectively became the owners of record thereof. Any of
the foregoing minutes or records may be in written form or in any other
form capable of being converted into written form within a reasonable
time.

2. Any person who shall have been a stockholder of record of a
corporation for at least six months immediately preceding his demand, or
any person holding, or thereunto authorized in writing by the holders
of, at least five percent of any class of the outstanding shares, upon
at least five days' written demand shall have the right to examine in
person or by agent or attorney, during usual business hours, its minutes
of the proceedings of its stockholders and record of stockholders and to
make extracts therefrom. If an investment company has failed to pay
wages as defined in subdivision two of section six thousand twenty-nine,
any person to whom a stockholder may be liable thereunder upon at least
five days' written demand shall have the right to examine in person or
by agent or attorney during usual business hours, the record of
stockholders and to make extracts therefrom.

3. An inspection authorized by subdivision two may be denied to such
stockholder or other person upon his refusal to furnish to the
corporation, its transfer agent or registrar an affidavit that such
inspection is not desired for a purpose which is in the interest of a
business or object other than the business of the corporation and that
he has not within five years sold or offered for sale any list of
stockholders of any corporation of any type or kind, whether or not
formed under any law of this state, or aided or abetted any person in
procuring any such record of stockholders for any such purpose. The
enforcement of liability of an investment company under section six
thousand twenty-nine shall not be an object other than the business of
the corporation.

4. Upon refusal by the corporation or by an officer or agent of the
corporation to permit an inspection of the minutes of the proceedings of
its stockholders or the record of stockholders as herein provided, the
person making the demand for inspection may apply to the supreme court
in the judicial district where the office of the corporation is located,
upon such notice as the court may direct, for an order directing the
corporation, its officer or agent to show cause why an order should not
be granted permitting such inspection by the applicant. Upon the return
day of the order to show cause, the court shall hear the parties
summarily, by affidavit or otherwise, and if it appears that the
applicant is qualified and entitled to such inspection, the court shall
grant an order compelling such inspection and awarding such further
relief as to the court may seem just and proper.

5. Nothing in this section contained shall impair the power of courts
to compel the production for examination of the books and records of a
corporation when not inconsistent with any other provision of this
chapter.

6. The minutes of the proceedings of stockholders, record of
stockholders and the books and records of account of the corporation
specified in subdivision one shall be prima facie evidence of the facts
therein stated in favor of the plaintiff in any action or special
proceeding against such corporation or any of its officers, directors or
stockholders.