Title 14, Chapter 2, Section 1602
( 14-2-1602)
(a) A corporation shall keep a copy of the following records: (1) Its articles or restated articles of incorporation and all
amendments to them currently in effect; (2) Its bylaws or restated bylaws and all amendments to them
currently in effect; (3) Resolutions adopted by either its shareholders or board of
directors increasing or decreasing the number of directors, the
classification of directors, if any, and the names and residence
addresses of all members of the board of directors; (4) Resolutions adopted by its board of directors creating one or
more classes or series of shares, and fixing their relative
rights, preferences, and limitations, if shares issued pursuant to
those resolutions are outstanding and any resolutions adopted by
the board of directors that affect the size of the board of
directors; (5) The minutes of all shareholders' meetings, executed waivers of
notice of meetings, and executed written consents evidencing all
action taken by shareholders without a meeting, for the past three
years; (6) All written communications to shareholders generally within the past three years, including the financial statements furnished for the past three years under Code Section 14-2-1620; (7) A list of the names and business addresses of its current
directors and officers; and (8) Its most recent annual registration delivered to the Secretary of State under Code Section 14-2-1622. (b) A shareholder of a corporation is entitled to inspect and copy,
during regular business hours at the corporation's principal office,
any of the records of the corporation described in subsection (a) of
this Code section if he gives the corporation written notice of his
demand at least five business days before the date on which he
wishes to inspect and copy. (c) A shareholder of a corporation is entitled to inspect and copy,
during regular business hours at a reasonable location specified by
the corporation, any of the following records of the corporation if
the shareholder meets the requirements of subsection (d) of this
Code section and gives the corporation written notice of his demand
at least five business days before the date on which he wishes to
inspect and copy: (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 Code section;
(2) Accounting records of the corporation; and (3) The record of shareholders. (d) A shareholder may inspect and copy the records described in
subsection (c) of this Code section only if: (1) His demand is made in good faith and for a proper purpose that
is reasonably relevant to his legitimate interest as a
shareholder; (2) He describes with reasonable particularity his purpose and the
records he desires to inspect; (3) The records are directly connected with his purpose; and (4) The records are to be used only for the stated purpose. (e) The right of inspection granted by this Code section may not be
abolished or limited by a corporation's articles of incorporation or
bylaws. However, the right to inspection enumerated in subsection
(c) of this Code section may be limited by a corporation's articles
of incorporation or bylaws for shareholders owning 2 percent or less
of the shares outstanding. (f) This Code section does not affect: (1) The right of a shareholder to inspect records under Code Section 14-2-720 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or (2) The power of a court, independently of this chapter, to compel
the production of corporate records for examination. (g) For purposes of this Code section, "shareholder" includes a
beneficial owner whose shares are held in a voting trust or by a
nominee on his behalf. |