Section 1315. Record of shareholders  


Latest version.
  • (a)  Any  resident  of this state who shall have been a shareholder of
      record of a foreign corporation doing business in  this  state  upon  at
      least  five days' written demand may require such foreign corporation to
      produce a record  of  its  shareholders  setting  forth  the  names  and
      addresses  of  all  shareholders, the number and class of shares held by
      each and the dates when they respectively became the  owners  of  record
      thereof  and  shall  have  the right to examine in person or by agent or
      attorney at the office of the foreign corporation in this  state  or  at
      the  office  of its transfer agent or registrar in this state or at such
      other place in the county in this state in which the foreign corporation
      is doing business as may  be  designated  by  the  foreign  corporation,
      during  the usual business hours, the record of shareholders or an exact
      copy thereof certified as correct by  the  corporate  officer  or  agent
      responsible  for  keeping  or producing such record and to make extracts
      therefrom. Resident holders of voting  trust  certificates  representing
      shares  of the foreign corporation shall for the purpose of this section
      be regarded as shareholders.   Any such  agent  or  authority  shall  be
      authorized  in  a  writing  that satisfies the requirements of a writing
      under paragraph (b) of section 609 (proxies). A corporation requested to
      provide information pursuant to this paragraph shall make available such
      information in the format in which such information is maintained by the
      corporation and shall not be required to provide such information in any
      other format.  If a request made pursuant to this paragragh  includes  a
      request   to   furnish  information  regarding  beneficial  owners,  the
      corporation shall make available  such  information  in  its  possession
      regarding  beneficial  owners  as  is  provided  to the corporation by a
      registered broker or dealer or a bank, association or other entity  that
      exercises   fiduciary  powers  in  connection  with  the  forwarding  of
      information to such owners.  The corporation shall not  be  required  to
      obtain information about beneficial owners not in its possession.
        (b)  An  examination authorized by paragraph (a) may be denied to such
      shareholder or other person upon his refusal to furnish to  the  foreign
      corporation  or  its  transfer agent or registrar an affidavit that such
      inspection is not desired for a purpose which is in the  interest  of  a
      business  or  object  other than the business of the foreign corporation
      and that such shareholder or other person has not within five years sold
      or offered for sale any list of shareholders of any corporation  of  any
      type  or  kind,  whether  or not formed under the laws of this state, or
      aided or abetted any person in procuring any such record of shareholders
      for any such purpose.
        (c) Upon refusal by the foreign corporation or by an officer or  agent
      of  the  foreign  corporation to produce for examination or to permit an
      examination of the record of shareholders as herein provided, the person
      making the demand for  production  and  examination  may  apply  to  the
      supreme  court  in the judicial district where the office of the foreign
      corporation within this state is located, upon such notice as the  court
      may  direct, for an order directing the foreign corporation, its officer
      or agent, to show cause why an order should  not  be  granted  directing
      such  production  and permitting such examination 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 examination, the court shall
      grant  an  order compelling such production for examination and awarding
      such further relief as to the court may seem just and proper.
        (d) Nothing herein contained shall  impair  the  power  of  courts  to
      compel  the  production  for  examination  of  the  books  of  a foreign
      corporation. The record of shareholders 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 foreign
      corporation or any of its officers, directors or shareholders.