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This entry was published on 2014-09-22
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Books and records; right of inspection, prima facie evidence
Business Corporation (BSC) CHAPTER 4, ARTICLE 6
§ 624. Books and records; right of inspection, prima facie evidence.

(a) Each corporation shall keep correct and complete books and records
of account and shall keep minutes of the proceedings of its
shareholders, 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 shareholders, 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 books, minutes or records may be in
written form or in any other form capable of being converted into
written form within a reasonable time.

(b) Any person who shall have been a shareholder of record of a
corporation 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 shareholders and record of
shareholders and to make extracts therefrom for any purpose reasonably
related to such person's interest as a shareholder. Holders of voting
trust certificates representing shares of the corporation shall be
regarded as shareholders for the purpose of this section. Any such
agent or attorney shall be authorized in a writing that satisfies the
requirements of a writing under paragraph (b) of section 609 (Proxies).
A corporation requested to provide information pursuant to this
paragraph shall make available such information in written form and in
any other format in which such information is maintained by the
corporation and shall not be required to provide such information in any
other format. If a request made pursuant to this paragraph includes a
request to furnish information regarding beneficial owners, the
corporation shall make available such information in its possession
regarding beneficial owners as is provided to the corporation by a
registered broker or dealer or a bank, association or other entity that
exercises fiduciary powers in connection with the forwarding of
information to such owners. The corporation shall not be required to
obtain information about beneficial owners not in its possession.

(c) An inspection authorized by paragraph (b) may be denied to such
shareholder 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
shareholders of any corporation of any type or kind, whether or not
formed under the laws of this state, or aided or abetted any person in
procuring any such record of shareholders for any such purpose.

(d) 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 shareholders or of the record of shareholders 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.

(e) Upon the written request of any shareholder, the corporation shall
give or mail to such shareholder an annual balance sheet and profit and
loss statement for the preceding fiscal year, and, if any interim
balance sheet or profit and loss statement has been distributed to its
shareholders or otherwise made available to the public, the most recent
such interim balance sheet or profit and loss statement. The corporation
shall be allowed a reasonable time to prepare such annual balance sheet
and profit and loss statement.

(f) Nothing herein contained shall impair the power of courts to
compel the production for examination of the books and records of a

(g) The books and records specified in paragraph (a) 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 shareholders.