14-3-1602. Members’ right to copy and inspect records.

A corporation shall keep a copy of the following records:#

1. (1)

   Its articles or restated articles of incorporation and all amendments to them currently in effect;#

2. (2)

   Its bylaws or restated bylaws and all amendments to them currently in effect;#

3. (3)

   Resolutions adopted by either its members or board of directors increasing or decreasing the number of directors or the classification of directors, or relating to the characteristics, qualifications, rights, limitations, and obligations of members or any class or category of members;#

4. (4)

   Resolutions adopted by either its members or board of directors relating to the characteristics, qualifications, rights, limitations, and obligations of members or any class or category of members;#

5. (5)

   The minutes of all meetings of members, executed waivers of notice of meetings, and executed consents, delivered in writing or by electronic transmission, evidencing all actions taken or approved by the members without a meeting, for the past three years;#

6. (6)

   All communications in writing or by electronic transmission to members generally within the past three years, including the financial statements furnished for the past three years under Code Section 14-3-1620;#

7. (7)

   A list of the names and business or home addresses of its current directors and officers; and#

8. (8)

   Its most recent annual registration delivered to the Secretary of State under Code Section 14-3-1622.#

A member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in subsection (a) of this Code section if the member gives the corporation written notice or a written demand at least five business days before the date on which the member wishes to inspect and copy.#

A member is entitled to inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (d) of this Code section and gives the corporation written notice at least five business days before the date on which the member wishes to inspect and copy:#

1. (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 members, and records of action taken by the members or the board of directors without a meeting, to the extent not subject to inspection under subsection (a) of this Code section;#

2. (2)

   Accounting records of the corporation; and#

3. (3)

   Subject to Code Section 14-3-1605, the membership list.#

A member may inspect and copy the records identified in subsection (c) of this Code section only if:#

1. (1)

   The member’s demand is made in good faith and for a proper purpose that is reasonably relevant to the member’s legitimate interest as a member;#

2. (2)

   The member describes with reasonable particularity the purpose and the records the member desires to inspect;#

3. (3)

   The records are directly connected with this purpose; and#

4. (4)

   The records are to be used only for the stated purpose.#

The corporation may impose reasonable restrictions on the confidentiality, use, or distribution of the records described in subsection (c) of this Code section.#

This Code section does not affect:#

1. (1)

   The right of a member to inspect records under Code Section 14-3-720 or, if the member is in litigation with the corporation, to the same extent as any other litigant; or#

2. (2)

   The power of a court, independently of this chapter, to compel the production of corporate records for examination.#