17-6510.   Stockholder's right of inspection; refusalby corporation to permit inspection; director's right of inspection.(a) As used in this section: (1) "Stockholder" means a holder of record ofstock in a stock corporation, or a person who is the beneficial owner of sharesof such stock held either in a voting trust or by a nominee on behalf of suchperson, and also a member of a nonstock corporation as reflected on the recordsof the nonstock corporation; (2) "list of stockholders" includes lists ofmembers in a nonstock corporation; (3) "under oath" includes statements thedeclarant affirms to be true under penalty of perjury under the laws of theUnited States or any state; (4) "subsidiary" means any entity directly orindirectly owned, in whole or in part, by the corporation of which thestockholder is a stockholder and over the affairs of which the corporationdirectly or indirectly exercises control, and includes, without limitation,corporations, partnerships, limited partnerships, limited liabilitypartnerships, limited liability companies, statutory trusts and/orjoint ventures.

      (b)   Any stockholder, in person or by attorney or other agent, uponwritten demand under oath stating the purpose thereof, shall have the rightduring the usual hours for business to inspect for any proper purpose, andto make copies and extracts from: (1) the corporation's stockledger, a list of its stockholders, and its other books and records; and (2) asubsidiary's books and records, to the extent that (i) the corporation hasactual possession and control of such records of such subsidiary; or (ii) thecorporation could obtain such records through the exercise of control over suchsubsidiary, provided that as of the date of the making of the demand (A)stockholder inspection of such books and records of the subsidiary would notconstitute a breach of an agreement between the corporation or the subsidiaryand a person or persons not affiliated with the corporation, and (B) thesubsidiary would not have the right under the law applicable to it to deny thecorporation access to such books and records upon demand by the corporation. Inevery instance where the stockholder is other than a record holder of stock ina stock corporation or a member of a nonstock corporation, the demand underoath shall state the person's status as a stockholder, be accompanied bydocumentary evidence of beneficial ownership of the stock and state that suchdocumentary evidence is a true and correct copy of what it purports to be.A proper purpose shall mean a purpose reasonably related to suchperson's interest as a stockholder. In every instance where an attorney orother agent shall be the person who seeks the right to inspection, thedemand under oath shall be accompanied by a power of attorney or such otherwriting which authorizes the attorney or other agent to so act on behalf ofthe stockholder. The demand under oath shall be directed to the corporationat its registered office in this state or at its principal place of business.

      (c)   If the corporation, or an officer or agent thereof, refuses topermit an inspection sought by a stockholder or attorney or other agentacting for the stockholder pursuant to subsection (b) or does not reply tothe demand within five business days after the demand has been made,the stockholder may apply to the district court for an order to compel suchinspection. The district court is hereby vested with exclusive jurisdictionto determine whether or not the person seeking inspection is entitled tothe inspection sought. The court may summarily order the corporation topermit the stockholder to inspect the corporation's stock ledger, an existinglist of stockholders, and its other books and records, and to make copies orextracts therefrom; or the court may order the corporation to furnish to thestockholder a list of its stockholders as of a specific date on condition thatthe stockholder first pay to the corporation the reasonable cost of obtainingand furnishing such list and on such other conditions as the court deemsappropriate. Where the stockholder seeks to inspect the corporation's books andrecords, other than its stock ledger or list of stockholders, such stockholdershall first establish that: (1) he, she or it is a stockholder; (2) suchstockholder has complied with this section respecting the form and manner ofmaking demand for inspection of such documents; and (3) the inspection suchstockholder seeks is for a proper purpose. Where the stockholder seeks toinspect the corporation's stock ledger or list of stockholders and suchstockholder has complied with this section respecting the form and manner ofmaking demand for inspection of such documents, the burden of proof shall beupon the corporation to establish that the inspection such stockholder seeks isfor an improper purpose. The court, in its discretion, may prescribe anylimitations or conditions with reference to the inspection, or award suchother or further relief as the court may deem just and proper. The courtmay order books, documents and records, pertinent extracts therefrom, orduly authenticated copies thereof, to be brought within this state and keptin this state upon such terms and conditions as the order may prescribe.

      (d)   Any director, including a member of the governing body of a nonstockcorporation, shall have the right to examine the corporation's stock ledger, alist of its stockholders and its other books and records for a purposereasonably related to the director's position as a director. The district courtis hereby vested with the exclusive jurisdiction to determine whether adirector is entitled to the inspection sought. The court may summarily orderthe corporation to permit the director to inspect any and all books andrecords, the stock ledger and the list of stockholders and to make copies orextracts therefrom. The burden of proof shall be upon the corporation toestablish that the inspection such director seeks is for an improper purpose.The court may, in its discretion, prescribe any limitations or conditions withreference to the inspection, or award such other and further relief as thecourt may deem just and proper.

      History:   L. 1972, ch. 52, § 63;L. 1988, ch. 99, § 28;Revived and amend., L. 1988, ch. 100, § 28;L. 2004, ch. 143, § 35; Jan. 1, 2005.