§ 7-1.2-1502. Books and records. (a) Each corporation shall keep correct and complete books and records of account, keep minutes of the proceedings of its shareholders and of the board of directors and committees of the board, and shall also keep at its registered office or principal place of business, legal counsel's office, or at the office of its transfer agent or registrar, a record of its shareholders giving the names and addresses of all shareholders and the number and class of the shares held by each. Any books, records, and minutes may be in written form or any other form capable of being converted into written form within a reasonable time.

(b) Any director, shareholder or holder of voting trust certificates for shares of a corporation, upon written demand stating the purpose for the demand, has the right to examine, in person, or by agent or attorney, at any reasonable time or times, for any proper purpose, its relevant books and records of account, minutes, and record of shareholders and to make extracts from those books and records of account, minutes, and record of shareholders.

(c) Any officer or agent who, or a corporation which, refuses to allow any shareholder or holder of voting trust certificates, or his or her agent or attorney, to examine and make extracts from its books and records of account, minutes, and record of shareholders, for any proper purpose, is liable to the shareholder or holder of voting trust certificates in a penalty of ten percent (10%) of the value of the shares owned by the shareholder, or in respect of which the voting trust certificates are issued, in addition to any other damages or remedy afforded him or her by law. It is a defense to any action for penalties under this section that the person bringing the suit has within two (2) years sold or offered for sale any list of shareholders or of holders of voting trust certificates for shares of the corporation or any other corporation or has aided or abetted any person in procuring any list of shareholders or of holders of voting trust certificates for that purpose, or has improperly used any information secured through any prior examination of the books and records of account, or minutes, or record of shareholders, or of holders of voting trust certificates for shares of the corporation or any other corporation, or was not acting in good faith or for a proper purpose in making his or her demand.

(d) Nothing contained in these provisions impairs the power of any court of competent jurisdiction, upon proof by a director, shareholder or holder of voting trust certificates of proper purpose, to compel the production for examination by the director, shareholder or holder of voting trust certificates of the books and records of account, minutes, and record of shareholders of a corporation.

(e) Upon the written request of any director, shareholder or holder of voting trust certificates for shares of a corporation, the corporation shall mail to the director, shareholder or holder of voting trust certificates its most recent financial statements showing in reasonable detail its assets and liabilities and the results of its operations.

History of Section. (P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.)