2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 77 - Workers' Cooperative Corporations
7714 - Records.

     § 7714.  Records.
        (a)  Records requirement.--A corporation shall keep at its
     registered office or principal place of business a record of the
     proceedings of the members and of the directors and the original
     or a copy of its bylaws, including amendments to date, certified
     by the secretary of the corporation, and shall keep at its
     registered office or principal place of business or at the
     office of its transfer agent or registrar a share register
     giving the names of the members, their respective addresses and
     the number and classes of shares held by each. A corporation
     shall keep at its registered office or principal place of
     business appropriate, complete and accurate books or records of
     account, including a record of all salaries, per diem payments
     and other remunerations paid to each officer and director by the
     corporation and remuneration received for the corporation's
     business transactions.
        (b)  Examination and copies.--A member, upon written demand,
     has a right to examine during the usual hours for business, for
     any proper purpose, the share register, books or records of
     account and records of the proceedings of the members and
     directors and to make copies or extracts. A proper purpose is a
     purpose reasonably related to the member's interest as a
     stockholder. If an attorney or other agent is the person who
     seeks the right of inspection, the demand shall be accompanied
     by a power of attorney or other writing which authorizes the
     attorney or other agent to act on behalf of the member. The
     demand shall be directed to the corporation at its registered
     office in this Commonwealth or at its principal place of
     business.
        (c)  Remedy to compel inspection.--
            (1)  If the corporation refuses to permit an inspection
        sought by a member under subsection (b) or does not reply to
        the demand within five business days after the demand has
        been made, the member may apply to the court of common pleas
        of the county in which the registered office of the
        corporation is located for an order to compel inspection. The
        court of common pleas has exclusive original jurisdiction to
        determine whether or not the person seeking inspection is
        entitled to the inspection sought. The court may summarily
        order the corporation to permit the member to inspect the
        material and to make copies or extracts. The court may order
        the corporation to furnish to the member a list of its
        members as of a specific date on condition that the member
        first pay to the corporation the reasonable cost of obtaining
        and furnishing the list and on other conditions as the court
        deems appropriate.
            (2)  If the member seeks to inspect the books and records
        of the corporation, other than its register or list of
        members, the member must first establish both of the
        following:
                (i)  That the member has complied with the provisions
            of this section respecting the form and manner of making
            demand for inspection of the document.
                (ii)  That the inspection sought is for a proper
            purpose.
            (3)  If the member seeks to inspect the share register or
        list of members of the corporation and the member has
        complied with the provisions of this subsection respecting
        the form and manner of making demand for inspection of the
        documents, the burden of proof is on the corporation to
        establish that the inspection the member seeks is for an
        improper purpose. The court may, at its discretion, prescribe
        limitations or conditions with reference to the inspection or
        award other relief as the court deems just and proper. The
        court may order books, documents and records, pertinent
        extracts or authenticated copies to be brought within this
        Commonwealth and kept in this Commonwealth upon terms and
        conditions as it prescribes.