US Laws, Codes, Statutes & Cases

 
  § 1316. Record of members.
    (a)    Any  resident  of  this  state  who shall have been a member of
  record, for at least six months immediately preceding his demand,  of  a
  foreign corporation conducting activities in this state, or any resident
  of  this  state  authorized  in  writing by at least five percent of the
  members, entitled to vote, of the foreign  corporation,  upon  at  least
  five  days'  written  demand  may  require  such  foreign corporation to
  produce a record of its members setting forth the names and addresses of
  all members, the number and class of capital certificates held  by  each
  and  the  dates  when  they  respectively  became  the  owners of record
  thereof, and shall have the right to examine in person or  by  agent  or
  attorney  at  the  office of the foreign corporation in this state or at
  the office of its transfer agent or registrar in this state or  at  such
  other place in any county in this state in which the foreign corporation
  is conducting activities as may be designated by the foreign corporation
  during the usual business hours, a record of members or an exact copy of
  the  record  of members certified as correct by the corporate officer or
  agent responsible for keeping or  producing  such  record  and  to  make
  extracts therefrom.  In the case of a foreign corporation having shares,
  a  record  of  shareholders  shall  for  the  purpose of this section be
  regarded  as  a  record  of  members,  and  holders  of   voting   trust
  certificates  representing  such  shares  shall  for the purpose of this
  section be regarded as members.
    (b)  An examination authorized by paragraph (a) may be denied to  such
  member  or  other  person  upon  his  refusal  to furnish to the foreign
  corporation or its transfer agent or registrar an  affidavit  that  such
  inspection  is  not desired for a purpose which is in the interests of a
  business or object other than the activities of the foreign  corporation
  and  that  such member or other person has not within five years sold or
  offered for sale any list or record of members of any corporation of any
  type or kind, whether or not formed under the laws  of  this  state,  or
  aided  or  abetted  any  person  in procuring any such list or record of
  members for any such purpose.
    (c)  Upon refusal by the foreign corporation or by an officer or agent
  of the foreign corporation to produce for examination or  to  permit  an
  examination  of  the  record  of  members as herein provided, the person
  making the demand for  production  and  examination  may  apply  to  the
  supreme  court  in the judicial district where the office of the foreign
  corporation within this state is located, upon such notice as the  court
  may  direct, for an order directing the foreign corporation, its officer
  or agent, to show cause why an order should  not  be  granted  directing
  such  production and permitting such examination by the applicant.  Upon
  the return day of the order to show cause,  the  court  shall  hear  the
  parties summarily, by affidavit or otherwise, and if it appears that the
  applicant is qualified and entitled to such examination, the court shall
  grant  an  order compelling such production for examination and awarding
  such further relief as to the court may seem just and proper.
    (d)  Nothing herein contained shall impair  the  power  of  courts  to
  compel  the  production  for  examination  of  the  books  of  a foreign
  corporation.  The record of members specified in paragraph (a) shall  be
  prima  facie  evidence  of  the  facts  therein  stated  in favor of the
  plaintiff in any action  or  special  proceeding  against  such  foreign
  corporation or any of its officers, directors or members.