2010 Tennessee Code
Title 48 - Corporations And Associations
Chapter 26 - Records and Reports
Part 1 - Records
48-26-102 - Inspection of records by shareholders.

48-26-102. Inspection of records by shareholders.

(a)  A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in § 48-26-101(e), if the shareholder gives the corporation written notice of the shareholder's demand at least five (5) business days before the date on which the shareholder wishes to inspect and copy.

(b)  A shareholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation, if the shareholder meets the requirements of subsection (c) and gives the corporation written notice of the shareholder's demand at least five (5) business days before the date on which the shareholder wishes to inspect and copy:

     (1)  Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders, and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under subsection (a);

     (2)  Accounting records of the corporation; and

     (3)  The record of shareholders.

(c)  A shareholder may inspect and copy the records described in subsection (b) only if:

     (1)  The shareholder's demand is made in good faith and for a proper purpose;

     (2)  The shareholder describes with reasonable particularity the shareholder's purpose and the records the shareholder desires to inspect; and

     (3)  The records are directly connected with the shareholder's purpose.

(d)  The right of inspection granted by this section may not be abolished or limited by a corporation's charter or bylaws.

(e)  This section does not affect:

     (1)  The right of a shareholder to inspect records under § 48-17-201 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or

     (2)  The power of a court, independently of chapters 11-27 of this title, to compel the production of corporate records for examination.

[Acts 1986, ch. 887, § 16.02.]  

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