2022 Code of Alabama
Title 10A - Alabama Business and Nonprofit Entities Code.
Chapter 2A - Alabama Business Corporation Law.
Article 7 - Stockholders.
Division B - Voting.
Section 10A-2A-7.20 - Stockholders' List for Meeting.
Stockholders' list for meeting.
(a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its stockholders who are entitled to notice of the stockholders' meeting. If the board of directors fixes a different record date under Section 10A-2A-7.07(e) to determine the stockholders entitled to vote at the meeting, a corporation also shall prepare an alphabetical list of the names of all its stockholders who are entitled to vote at the meeting. Each list must be arranged by voting group (and within each voting group by class or series of stock) and contain the address of, and number and class or series of shares of stock held by, each stockholder, and if the notice or other communications regarding the meeting have been or will be sent by the corporation to a stockholder by electronic mail or other electronic transmission, the electronic mail or other electronic transmission address of that stockholder.
(b) The list of stockholders entitled to notice shall be available for inspection by any stockholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, (i) at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held or (ii) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting. The list of stockholders entitled to vote shall be similarly available for inspection promptly after the record date for voting. In the event that the corporation determines to make a list of stockholders available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. A stockholder, or the stockholder's agent or attorney, is entitled on written demand to inspect and, subject to the requirements of Section 10A-2A-16.02(c), to copy a list of stockholders, during regular business hours and at the stockholder's expense, during the period it is available for inspection. A corporation may satisfy the stockholder's right to copy a list of stockholders by furnishing a copy in the manner described in Section 10A-2A-16.03(b). A stockholder and the stockholder's agent or attorney who inspects or is furnished a copy of a list of stockholders under this subsection (b) or under subsection (c) or who copies the list under this subsection (b) may use the information on that list only for purposes related to the meeting and its subject matter and must keep the information on that list confidential.
(c) If the meeting is to be held at a place, the corporation shall make the list of stockholders entitled to vote available at the meeting and any adjournment, and any stockholder, or the stockholder's agent or attorney, is entitled to inspect the list at any time during the meeting and any adjournment. If the meeting is to be held solely by means of remote communication, then such list shall also be available for such inspection during the meeting and any adjournment on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. The corporation may satisfy its obligation to make such list available for inspection during a meeting by furnishing a copy of the list in the manner described in Section 10A-2A-16.03(b) to the stockholders prior to the meeting.
(d) If the corporation refuses to allow a stockholder, or the stockholder's agent or attorney, to inspect a list of stockholders before or at the meeting or any adjournment (or copy a list as permitted by subsection (b)), the designated court, and if none, the circuit court for the county in which the corporation's principal office is located in this state, and if none in this state, the circuit court for the county in which the corporation's most recent registered office is located, on application of the stockholder, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.
(e) Refusal or failure to prepare or make available a list of stockholders does not affect the validity of action taken at the meeting.
(f) The stock transfer records of the corporation shall be prima facie evidence as to who are the stockholders entitled to examine the stockholders' list or transfer records or to vote at any meeting of stockholders.
(Act 2019-94, §1; Act 2020-73, §7; Act 2021-299, §3.)