US Laws, Codes, Statutes & Cases

 
  § 621. Books and records; right of inspection; prima facie evidence.
    (a) Except as otherwise provided herein, every corporation shall keep,
  at the office of the corporation, correct and complete books and records
  of  account  and  minutes  of  the proceedings of its members, board and
  executive committee, if any, and shall keep at such  office  or  at  the
  office  of  its  transfer  agent  or  registrar in this state, a list or
  record containing the names and addresses of all members, the  class  or
  classes  of membership or capital certificates and the number of capital
  certificates held by each and the dates when  they  respectively  became
  the  holders  of  record  thereof.  A corporation may keep its books and
  records of account in an office of the corporation without the state, as
  specified in its certificate of  incorporation.  Any  of  the  foregoing
  books,  minutes  and records may be in written form or in any other form
  capable of being converted into written form within a reasonable time.
    (b) Any person who shall have been a member of record of a corporation
  for at least six months immediately preceding his demand, or any  person
  holding,  or thereunto authorized in writing by the holders of, at least
  five percent of any class of the outstanding capital certificates,  upon
  at  least  five  days  written demand shall have the right to examine in
  person or by agent or attorney, during usual business hours, its minutes
  of the proceedings of its members and list or record of members  and  to
  make extracts therefrom.
    (c)  An  inspection  authorized by paragraph (b) may be denied to such
  member or other person upon his refusal to furnish to  the  corporation,
  its transfer agent or registrar an affidavit that such inspection is not
  desired and will not be used for a purpose which is in the interest of a
  business  or  object other than the business of the corporation and that
  he has not within five years given, sold or offered for sale any list or
  record of members of any domestic or foreign  corporation  or  aided  or
  abetted, or attempted or offered to aid or abet, any person in procuring
  any such list or record of members for any such purpose.
    (d)  Upon  refusal by the corporation or by an officer or agent of the
  corporation to permit an inspection of the minutes of the proceedings of
  its members or of the list or record of members, as herein provided, the
  person making the demand for inspection may apply to the  supreme  court
  in the judicial district where the office of the corporation is located,
  upon  such  notice  as  the court may direct, for an order directing the
  corporation, its officer or agent to show cause why an order should  not
  be  granted permitting such inspection 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 inspection, the court  shall
  grant  an  order  compelling  such  inspection and awarding such further
  relief as to the court may seem just and proper.
    (e) Upon the written request of any  person  who  shall  have  been  a
  member  of  record  for  at  least  six months immediately preceding his
  request, or of any person holding, or thereunto authorized in writing by
  the holders of, at least five percent of any class  of  the  outstanding
  capital  certificates, the corporation shall give or mail to such member
  an annual balance sheet and profit and loss  statement  or  a  financial
  statement  performing  a similar function for the preceding fiscal year,
  and, if any  interim  balance  sheet  or  profit  and  loss  or  similar
  financial  statement  has  been  distributed to its members or otherwise
  made available to the public, the most recent such interim balance sheet
  or profit and loss or similar financial statement. The corporation shall
  be allowed a reasonable time to prepare such annual  balance  sheet  and
  profit and loss or similar financial statement.
    (f)  Nothing  herein  contained  shall  impair  the power of courts to
  compel the production for examination of the  books  and  records  of  a
  corporation.
    (g)  The  books  and records 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 corporation or any of its
  officers, directors or members.
    (h) Nothing in this chapter shall  require  an  employee  organization
  certified  or  recognized  for  any  collective  negotiating  unit of an
  employer pursuant to article  fourteen  of  the  civil  service  law  to
  disclose  the  home  address  of  any  member  or  former member of such
  organization.