Article 65.--MEETINGS, ELECTIONS, VOTING AND NOTICES
17-6510.Stockholder's right of inspection; refusal
by corporation to permit inspection; director's right of inspection.
(a) As used in this section: (1) "Stockholder" means a holder of record of
stock in a stock corporation, or a person who is the beneficial owner of shares
of such stock held either in a voting trust or by a nominee on behalf of such
person, and also a member of a nonstock corporation as reflected on the records
of the nonstock corporation; (2) "list of stockholders" includes lists of
members in a nonstock corporation; (3) "under oath" includes statements the
declarant affirms to be true under penalty of perjury under the laws of the
United States or any state; (4) "subsidiary" means any entity directly or
indirectly owned, in whole or in part, by the corporation of which the
stockholder is a stockholder and over the affairs of which the corporation
directly or indirectly exercises control, and includes, without limitation,
corporations, partnerships, limited partnerships, limited liability
partnerships, limited liability companies, statutory trusts and/or
joint ventures.
(b) Any stockholder, in person or by attorney or other agent, upon
written demand under oath stating the purpose thereof, shall have the right
during the usual hours for business to inspect for any proper purpose, and
to make copies and extracts from: (1) the corporation's stock
ledger, a list of its stockholders, and its other books and records; and (2) a
subsidiary's books and records, to the extent that (i) the corporation has
actual possession and control of such records of such subsidiary; or (ii) the
corporation could obtain such records through the exercise of control over such
subsidiary, provided that as of the date of the making of the demand (A)
stockholder inspection of such books and records of the subsidiary would not
constitute a breach of an agreement between the corporation or the subsidiary
and a person or persons not affiliated with the corporation, and (B) the
subsidiary would not have the right under the law applicable to it to deny the
corporation access to such books and records upon demand by the corporation. In
every instance where the stockholder is other than a record holder of stock in
a stock corporation or a member of a nonstock corporation, the demand under
oath shall state the person's status as a stockholder, be accompanied by
documentary evidence of beneficial ownership of the stock and state that such
documentary evidence is a true and correct copy of what it purports to be.
A proper purpose shall mean a purpose reasonably related to such
person's interest as a stockholder. In every instance where an attorney or
other agent shall be the person who seeks the right to inspection, the
demand under oath shall be accompanied by a power of attorney or such other
writing which authorizes the attorney or other agent to so act on behalf of
the stockholder. The demand under oath shall be directed to the corporation
at its registered office in this state or at its principal place of business.
(c) If the corporation, or an officer or agent thereof, refuses to
permit an inspection sought by a stockholder or attorney or other agent
acting for the stockholder pursuant to subsection (b) or does not reply to
the demand within five business days after the demand has been made,
the stockholder may apply to the district court for an order to compel such
inspection. The district court is hereby vested with exclusive jurisdiction
to determine whether or not the person seeking inspection is entitled to
the inspection sought. The court may summarily order the corporation to
permit the stockholder to inspect the corporation's stock ledger, an existing
list of stockholders, and its other books and records, and to make copies or
extracts therefrom; or the court may order the corporation to furnish to the
stockholder a list of its stockholders as of a specific date on condition that
the stockholder first pay to the corporation the reasonable cost of obtaining
and furnishing such list and on such other conditions as the court deems
appropriate. Where the stockholder seeks to inspect the corporation's books and
records, other than its stock ledger or list of stockholders, such stockholder
shall first establish that: (1) he, she or it is a stockholder; (2) such
stockholder has complied with this section respecting the form and manner of
making demand for inspection of such documents; and (3) the inspection such
stockholder seeks is for a proper purpose. Where the stockholder seeks to
inspect the corporation's stock ledger or list of stockholders and such
stockholder has complied with this section respecting the form and manner of
making demand for inspection of such documents, the burden of proof shall be
upon the corporation to establish that the inspection such stockholder seeks is
for an improper purpose. The court, in its discretion, may prescribe any
limitations or conditions with reference to the inspection, or award such
other or further relief as the court may deem just and proper. The court
may order books, documents and records, pertinent extracts therefrom, or
duly authenticated copies thereof, to be brought within this state and kept
in this state upon such terms and conditions as the order may prescribe.
(d) Any director, including a member of the governing body of a nonstock
corporation, shall have the right to examine the corporation's stock ledger, a
list of its stockholders and its other books and records for a purpose
reasonably related to the director's position as a director. The district court
is hereby vested with the exclusive jurisdiction to determine whether a
director is entitled to the inspection sought. The court may summarily order
the corporation to permit the director to inspect any and all books and
records, the stock ledger and the list of stockholders and to make copies or
extracts therefrom. The burden of proof shall be upon the corporation to
establish that the inspection such director seeks is for an improper purpose.
The court may, in its discretion, prescribe any limitations or conditions with
reference to the inspection, or award such other and further relief as the
court 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.
Article 65.--MEETINGS, ELECTIONS, VOTING AND NOTICES
17-6510.Stockholder's right of inspection; refusal
by corporation to permit inspection; director's right of inspection.
(a) As used in this section: (1) "Stockholder" means a holder of record of
stock in a stock corporation, or a person who is the beneficial owner of shares
of such stock held either in a voting trust or by a nominee on behalf of such
person, and also a member of a nonstock corporation as reflected on the records
of the nonstock corporation; (2) "list of stockholders" includes lists of
members in a nonstock corporation; (3) "under oath" includes statements the
declarant affirms to be true under penalty of perjury under the laws of the
United States or any state; (4) "subsidiary" means any entity directly or
indirectly owned, in whole or in part, by the corporation of which the
stockholder is a stockholder and over the affairs of which the corporation
directly or indirectly exercises control, and includes, without limitation,
corporations, partnerships, limited partnerships, limited liability
partnerships, limited liability companies, statutory trusts and/or
joint ventures.
(b) Any stockholder, in person or by attorney or other agent, upon
written demand under oath stating the purpose thereof, shall have the right
during the usual hours for business to inspect for any proper purpose, and
to make copies and extracts from: (1) the corporation's stock
ledger, a list of its stockholders, and its other books and records; and (2) a
subsidiary's books and records, to the extent that (i) the corporation has
actual possession and control of such records of such subsidiary; or (ii) the
corporation could obtain such records through the exercise of control over such
subsidiary, provided that as of the date of the making of the demand (A)
stockholder inspection of such books and records of the subsidiary would not
constitute a breach of an agreement between the corporation or the subsidiary
and a person or persons not affiliated with the corporation, and (B) the
subsidiary would not have the right under the law applicable to it to deny the
corporation access to such books and records upon demand by the corporation. In
every instance where the stockholder is other than a record holder of stock in
a stock corporation or a member of a nonstock corporation, the demand under
oath shall state the person's status as a stockholder, be accompanied by
documentary evidence of beneficial ownership of the stock and state that such
documentary evidence is a true and correct copy of what it purports to be.
A proper purpose shall mean a purpose reasonably related to such
person's interest as a stockholder. In every instance where an attorney or
other agent shall be the person who seeks the right to inspection, the
demand under oath shall be accompanied by a power of attorney or such other
writing which authorizes the attorney or other agent to so act on behalf of
the stockholder. The demand under oath shall be directed to the corporation
at its registered office in this state or at its principal place of business.
(c) If the corporation, or an officer or agent thereof, refuses to
permit an inspection sought by a stockholder or attorney or other agent
acting for the stockholder pursuant to subsection (b) or does not reply to
the demand within five business days after the demand has been made,
the stockholder may apply to the district court for an order to compel such
inspection. The district court is hereby vested with exclusive jurisdiction
to determine whether or not the person seeking inspection is entitled to
the inspection sought. The court may summarily order the corporation to
permit the stockholder to inspect the corporation's stock ledger, an existing
list of stockholders, and its other books and records, and to make copies or
extracts therefrom; or the court may order the corporation to furnish to the
stockholder a list of its stockholders as of a specific date on condition that
the stockholder first pay to the corporation the reasonable cost of obtaining
and furnishing such list and on such other conditions as the court deems
appropriate. Where the stockholder seeks to inspect the corporation's books and
records, other than its stock ledger or list of stockholders, such stockholder
shall first establish that: (1) he, she or it is a stockholder; (2) such
stockholder has complied with this section respecting the form and manner of
making demand for inspection of such documents; and (3) the inspection such
stockholder seeks is for a proper purpose. Where the stockholder seeks to
inspect the corporation's stock ledger or list of stockholders and such
stockholder has complied with this section respecting the form and manner of
making demand for inspection of such documents, the burden of proof shall be
upon the corporation to establish that the inspection such stockholder seeks is
for an improper purpose. The court, in its discretion, may prescribe any
limitations or conditions with reference to the inspection, or award such
other or further relief as the court may deem just and proper. The court
may order books, documents and records, pertinent extracts therefrom, or
duly authenticated copies thereof, to be brought within this state and kept
in this state upon such terms and conditions as the order may prescribe.
(d) Any director, including a member of the governing body of a nonstock
corporation, shall have the right to examine the corporation's stock ledger, a
list of its stockholders and its other books and records for a purpose
reasonably related to the director's position as a director. The district court
is hereby vested with the exclusive jurisdiction to determine whether a
director is entitled to the inspection sought. The court may summarily order
the corporation to permit the director to inspect any and all books and
records, the stock ledger and the list of stockholders and to make copies or
extracts therefrom. The burden of proof shall be upon the corporation to
establish that the inspection such director seeks is for an improper purpose.
The court may, in its discretion, prescribe any limitations or conditions with
reference to the inspection, or award such other and further relief as the
court 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.
Article 65.--MEETINGS, ELECTIONS, VOTING AND NOTICES
17-6510.Stockholder's right of inspection; refusal
by corporation to permit inspection; director's right of inspection.
(a) As used in this section: (1) "Stockholder" means a holder of record of
stock in a stock corporation, or a person who is the beneficial owner of shares
of such stock held either in a voting trust or by a nominee on behalf of such
person, and also a member of a nonstock corporation as reflected on the records
of the nonstock corporation; (2) "list of stockholders" includes lists of
members in a nonstock corporation; (3) "under oath" includes statements the
declarant affirms to be true under penalty of perjury under the laws of the
United States or any state; (4) "subsidiary" means any entity directly or
indirectly owned, in whole or in part, by the corporation of which the
stockholder is a stockholder and over the affairs of which the corporation
directly or indirectly exercises control, and includes, without limitation,
corporations, partnerships, limited partnerships, limited liability
partnerships, limited liability companies, statutory trusts and/or
joint ventures.
(b) Any stockholder, in person or by attorney or other agent, upon
written demand under oath stating the purpose thereof, shall have the right
during the usual hours for business to inspect for any proper purpose, and
to make copies and extracts from: (1) the corporation's stock
ledger, a list of its stockholders, and its other books and records; and (2) a
subsidiary's books and records, to the extent that (i) the corporation has
actual possession and control of such records of such subsidiary; or (ii) the
corporation could obtain such records through the exercise of control over such
subsidiary, provided that as of the date of the making of the demand (A)
stockholder inspection of such books and records of the subsidiary would not
constitute a breach of an agreement between the corporation or the subsidiary
and a person or persons not affiliated with the corporation, and (B) the
subsidiary would not have the right under the law applicable to it to deny the
corporation access to such books and records upon demand by the corporation. In
every instance where the stockholder is other than a record holder of stock in
a stock corporation or a member of a nonstock corporation, the demand under
oath shall state the person's status as a stockholder, be accompanied by
documentary evidence of beneficial ownership of the stock and state that such
documentary evidence is a true and correct copy of what it purports to be.
A proper purpose shall mean a purpose reasonably related to such
person's interest as a stockholder. In every instance where an attorney or
other agent shall be the person who seeks the right to inspection, the
demand under oath shall be accompanied by a power of attorney or such other
writing which authorizes the attorney or other agent to so act on behalf of
the stockholder. The demand under oath shall be directed to the corporation
at its registered office in this state or at its principal place of business.
(c) If the corporation, or an officer or agent thereof, refuses to
permit an inspection sought by a stockholder or attorney or other agent
acting for the stockholder pursuant to subsection (b) or does not reply to
the demand within five business days after the demand has been made,
the stockholder may apply to the district court for an order to compel such
inspection. The district court is hereby vested with exclusive jurisdiction
to determine whether or not the person seeking inspection is entitled to
the inspection sought. The court may summarily order the corporation to
permit the stockholder to inspect the corporation's stock ledger, an existing
list of stockholders, and its other books and records, and to make copies or
extracts therefrom; or the court may order the corporation to furnish to the
stockholder a list of its stockholders as of a specific date on condition that
the stockholder first pay to the corporation the reasonable cost of obtaining
and furnishing such list and on such other conditions as the court deems
appropriate. Where the stockholder seeks to inspect the corporation's books and
records, other than its stock ledger or list of stockholders, such stockholder
shall first establish that: (1) he, she or it is a stockholder; (2) such
stockholder has complied with this section respecting the form and manner of
making demand for inspection of such documents; and (3) the inspection such
stockholder seeks is for a proper purpose. Where the stockholder seeks to
inspect the corporation's stock ledger or list of stockholders and such
stockholder has complied with this section respecting the form and manner of
making demand for inspection of such documents, the burden of proof shall be
upon the corporation to establish that the inspection such stockholder seeks is
for an improper purpose. The court, in its discretion, may prescribe any
limitations or conditions with reference to the inspection, or award such
other or further relief as the court may deem just and proper. The court
may order books, documents and records, pertinent extracts therefrom, or
duly authenticated copies thereof, to be brought within this state and kept
in this state upon such terms and conditions as the order may prescribe.
(d) Any director, including a member of the governing body of a nonstock
corporation, shall have the right to examine the corporation's stock ledger, a
list of its stockholders and its other books and records for a purpose
reasonably related to the director's position as a director. The district court
is hereby vested with the exclusive jurisdiction to determine whether a
director is entitled to the inspection sought. The court may summarily order
the corporation to permit the director to inspect any and all books and
records, the stock ledger and the list of stockholders and to make copies or
extracts therefrom. The burden of proof shall be upon the corporation to
establish that the inspection such director seeks is for an improper purpose.
The court may, in its discretion, prescribe any limitations or conditions with
reference to the inspection, or award such other and further relief as the
court 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.