17-7690.   Access to and confidentiality ofinformation; records.(a) Each member of a limited liability company has theright, subject to suchreasonable standards (including standards governing what information anddocuments are to befurnished at what time and location and at whose expense) as may be set forthin an operatingagreement or otherwise established by the manager or, if there is no manager,then by the members,to obtain from the limited liability company from time to time upon reasonabledemand for anypurpose reasonably related to the member's interest as a member of the limitedliability company:

      (1)   True and full information regarding the status of the business andfinancial condition ofthe limited liability company;

      (2)   promptly after becoming available, a copy of the limited liabilitycompany's federal, stateand local income tax returns for each year;

      (3)   a current list of the name and last known business, residence or mailingaddress of eachmember and manager;

      (4)   a copy of any written operating agreement and articles of organization and allamendments thereto, together with executed copies of any written powers ofattorney pursuant to which the operating agreement and any certificate and allamendments thereto have been executed;

      (5)   true and full information regarding the amount of cash and a descriptionand statementof the agreed value of any other property or services contributed by eachmember and which eachmember has agreed to contribute in the future, and the date on which eachbecame a member; and

      (6)   other information regarding the affairs of the limited liability companyas is just andreasonable.

      (b)   Each manager shall have the right to examine all of the informationdescribed insubsection (a) of this section for a purpose reasonably related to themanager'sposition as a manager.

      (c)   The manager of a limited liability company shall have the right to keepconfidential fromthe members, for such period of time as the manager deems reasonable, anyinformation which themanager reasonably believes to be in the nature of trade secrets or otherinformation the disclosureof which the manager in good faith believes is not in the best interest of thelimited liability companyor could damage the limited liability company or its business or which thelimited liability companyis required by law or by agreement with a third party to keep confidential.

      (d)   A limited liability company may maintain its records in other than awritten form if suchform is capable of conversion into written form within a reasonable time.

      (e)   Any demand by a member under this section shall be in writing and shallstate thepurpose of such demand.

      (f)   Any action to enforce any right arising under this section shall bebrought in the districtcourt. If the limited liability company refuses to permit a member to obtainor a manager to examinethe information described in subsection (a)(3) of this section or does notreply to the demand thathas been made within five business days after the demand has been made, thedemanding member or manager may apply to the district court for an order tocompel such disclosure. The district courtmay summarily order the limited liability company to permit the demandingmember to obtain ormanager to examine the information described in subsection (a)(3) of thissection and to make copiesor abstracts therefrom, or the district court may summarily order the limitedliability company tofurnish to the demanding member or manager the information described insubsection (a)(3) of thissection on the condition that the demanding member or manager first pay to thelimited liabilitycompany the reasonable cost of obtaining and furnishing such information and onsuch otherconditions as the district court deems appropriate. When a demanding memberseeks to obtain ora manager seeks to examine the information described in subsection (a)(3) ofthis section, thedemanding member or manager shall first establish (1) that the demandingmember or manager hascomplied with the provisions of this section respecting the form and manner ofmaking demand forobtaining or examining of such information, and (2) that the information thedemanding memberor manager seeks is reasonably related to the member's interest as a member orthe manager'sposition as a manager, as the case may be. The district court may, in itsdiscretion, prescribe anylimitations or conditions with reference to the obtaining or examining ofinformation, or award suchother or further relief as the district court may deem just and proper. Thedistrict court may orderbooks, documents and records, pertinent extracts therefrom, or dulyauthenticated copies thereof, tobe brought within the state of Kansas and kept in the state of Kansas upon suchterms and conditionsas the order may prescribe.

      (g)   Failure to maintain books and records shall not be grounds for personalliability of anymember or manager.

      History:   L. 1999, ch. 119, § 29; Jan. 1, 2000.