2006 Code of Virginia § 13.1-933 - Inspection of records by members

13.1-933. Inspection of records by members.

A. Subject to subsection C of 13.1-934, a member of a corporation isentitled to inspect and copy, during regular business hours at thecorporation's principal office, any of the records of the corporationdescribed in subsection E of 13.1-932 if he gives the corporation writtennotice of his demand at least five business days before the date on which hewishes to inspect and copy.

B. A member of a corporation is entitled to inspect and copy, during regularbusiness hours at a reasonable location specified by the corporation, any ofthe following records of the corporation if the member meets the requirementsof subsection C of this section and gives the corporation written notice ofhis demand at least five business days before the date on which he wishes toinspect and copy:

1. Excerpts from minutes of any meeting of the board of directors, records ofany action of a committee of the board of directors while acting in place ofthe board of directors on behalf of the corporation, minutes of any meetingof the members, and records of action taken by the members or board ofdirectors without a meeting, to the extent not subject to inspection undersubsection A of this section;

2. Accounting records of the corporation; and

3. The record of members.

C. A member may inspect and copy the records identified in subsection B ofthis section only if:

1. He has been a member for at least six months immediately preceding hisdemand;

2. His demand is made in good faith and for a proper purpose;

3. He describes with reasonable particularity his purpose and the records hedesires to inspect; and

4. The records are directly connected with his purpose.

D. The right of inspection granted by this section may not be abolished orlimited by a corporation's articles of incorporation or bylaws.

E. This section does not affect:

1. The right of a member to inspect records if the member is in litigationwith the corporation, to the same extent as any other litigant; or

2. The power of a court, independently of this Act, to compel the productionof corporate records for examination.

(1985, c. 522.)