CHAPTER 52. RECORDS
IC 23-1-52
Chapter 52. Records
IC 23-1-52-1
Required records
Sec. 1. (a) A corporation shall keep as permanent records minutesof all meetings of its shareholders and board of directors, a record ofall actions taken by the shareholders or board of directors without ameeting, and a record of all actions taken by a committee of theboard of directors in place of the board of directors on behalf of thecorporation.
(b) A corporation shall maintain appropriate accounting records.
(c) A corporation or its agent shall maintain a record of itsshareholders, in a form that permits preparation of a list of the namesand addresses of all shareholders, in alphabetical order by class ofshares showing the number and class of shares held by each.
(d) A corporation shall maintain its records in written form or inanother form capable of conversion into written form within areasonable time.
(e) A corporation shall keep a copy of the following records at itsprincipal office:
(1) Its articles or restated articles of incorporation and allamendments to them currently in effect.
(2) Its bylaws or restated bylaws and all amendments to themcurrently in effect.
(3) Resolutions adopted by its board of directors with respect toone (1) or more classes or series of shares and fixing theirrelative rights, preferences, and limitations, if shares issuedpursuant to those resolutions are outstanding.
(4) The minutes of all shareholders' meetings, and records of allaction taken by shareholders without a meeting, for the pastthree (3) years.
(5) All written communications to shareholders generally withinthe past three (3) years, including the financial statementsfurnished for the past three (3) years under IC 23-1-53-1.
(6) A list of the names and business addresses of its currentdirectors and officers.
(7) Its most recent annual report delivered to the secretary ofstate under IC 23-1-53-3.
As added by P.L.149-1986, SEC.36.
IC 23-1-52-2
Shareholder's right to inspect and copy records
Sec. 2. (a) Subject to section 3(c) of this chapter, a shareholder ofa corporation is entitled to inspect and copy, during regular businesshours at the corporation's principal office, any of the records of thecorporation described in section 1(e) of this chapter if theshareholder gives the corporation written notice of the shareholder'sdemand at least five (5) business days before the date on which theshareholder wishes to inspect and copy. (b) A shareholder of a corporation is entitled to inspect and copy,during regular business hours at a reasonable location specified bythe corporation, any of the following records of the corporation if theshareholder meets the requirements of subsection (c) and gives thecorporation written notice of the shareholder's demand at least five(5) business days before the date on which the shareholder wishes toinspect and copy:
(1) Excerpts from minutes of any meeting of the board ofdirectors, records of any action of a committee of the board ofdirectors while acting in place of the board of directors onbehalf of the corporation, minutes of any meeting of theshareholders, and records of action taken by the shareholders orboard of directors without a meeting, to the extent not subjectto inspection under subsection (a).
(2) Accounting records of the corporation.
(3) The record of shareholders.
(c) A shareholder may inspect and copy the records identified insubsection (b) only if:
(1) the shareholder's demand is made in good faith and for aproper purpose;
(2) the shareholder describes with reasonable particularity theshareholder's purpose and the records the shareholder desires toinspect; and
(3) the records are directly connected with the shareholder'spurpose.
(d) The right of inspection granted by this section may not beabolished or limited by a corporation's articles of incorporation orbylaws.
(e) This section does not affect:
(1) the right of a shareholder to inspect records underIC 23-1-30-1 or, if the shareholder is in litigation with thecorporation, to the same extent as any other litigant; or
(2) the power of a court, independently of this article, to compelthe production of corporate records for examination.
As added by P.L.149-1986, SEC.36.
IC 23-1-52-3
Inspection by agent or attorney; copies; costs; list of shareholders
Sec. 3. (a) A shareholder's agent or attorney, if authorized inwriting, has the same inspection and copying rights as theshareholder represented.
(b) The right to copy records under section 2 of this chapterincludes, if reasonable, the right to receive copies made byphotographic, xerographic, or other means.
(c) The corporation may impose a reasonable charge, covering thecosts of labor and material, for copies of any documents provided tothe shareholder. The charge may not exceed the estimated cost ofproduction or reproduction of the records.
(d) The corporation may comply with a shareholder's demand toinspect the record of shareholders under section 2(b)(3) of this
chapter by providing the shareholder with a list of its shareholdersthat was compiled no earlier than the date of the shareholder'sdemand.
As added by P.L.149-1986, SEC.36.
IC 23-1-52-4
Court order for inspection and copying; costs; restrictions
Sec. 4. (a) If a corporation does not allow a shareholder whocomplies with section 2(a) of this chapter to inspect and copy anyrecords required by that subsection to be available for inspection, thecircuit or superior court of the county where the corporation'sprincipal office (or, if none in Indiana, its registered office) is locatedmay order inspection and copying of the records demanded at thecorporation's expense upon application of the shareholder.
(b) If a corporation does not within a reasonable time allow ashareholder to inspect and copy any other record, the shareholderwho complies with sections 2(b) and 2(c) of this chapter may applyto the circuit or superior court in the county where the corporation'sprincipal office (or, if none in Indiana, its registered office) is locatedfor an order to permit inspection and copying of the recordsdemanded. The court shall dispose of an application under thissubsection on an expedited basis.
(c) If the court orders inspection and copying of the recordsdemanded, it shall also order the corporation to pay the shareholder'scosts (including reasonable counsel fees) incurred to obtain the orderunless the corporation proves that it refused inspection in good faithbecause it had a reasonable basis for doubt about the right of theshareholder to inspect the records demanded.
(d) If the court orders inspection and copying of the recordsdemanded, it shall impose the restrictions provided by section 5 ofthis chapter on the use and distribution of the records by thedemanding shareholder.
As added by P.L.149-1986, SEC.36.
IC 23-1-52-5
Use and distribution of information
Sec. 5. (a) The use and distribution of any information acquiredfrom records inspected or copied under the rights granted by thischapter or by IC 23-1-30-1 are restricted solely to the proper purposedescribed with particularity under section 2(c) of this chapter.
(b) This section applies whether the use and distribution are bythe shareholder, the shareholder's agent or attorney, or any personwho obtains the information (directly or indirectly) from theshareholder or agent or attorney.
(c) The shareholder, the shareholder's agent or attorney, and anyother person who obtains the information shall use reasonable careto ensure that the restrictions imposed by this section are observed.
As added by P.L.149-1986, SEC.36.