Legislation
SECTION 1316
Record of members
Not-for-Profit Corporation (NPC) CHAPTER 35, ARTICLE 13
§ 1316. Record of members.
(a) Any resident of this state who shall have been a member of record,
for at least six months immediately preceding his demand, of a foreign
corporation conducting activities in this state, or any resident of this
state authorized in writing by at least five percent of the members,
entitled to vote, of the foreign corporation, upon at least five days'
written demand may require such foreign corporation to produce a record
of its members setting forth the names and addresses of all members, the
number and class of capital certificates 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 any county in
this state in which the foreign corporation is conducting activities as
may be designated by the foreign corporation during the usual business
hours, a record of members or an exact copy of the record of members
certified as correct by the corporate officer or agent responsible for
keeping or producing such record and to make extracts therefrom. In the
case of a foreign corporation having shares, a record of shareholders
shall for the purpose of this section be regarded as a record of
members, and holders of voting trust certificates representing such
shares shall for the purpose of this section be regarded as members.
(b) An examination authorized by paragraph (a) may be denied to such
member 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 interests of a
business or object other than the activities of the foreign corporation
and that such member or other person has not within five years sold or
offered for sale any list or record of members of any corporation of any
kind, whether or not formed under the laws of this state, or aided or
abetted any person in procuring any such list or record of members 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 members 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 members 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 members.
(a) Any resident of this state who shall have been a member of record,
for at least six months immediately preceding his demand, of a foreign
corporation conducting activities in this state, or any resident of this
state authorized in writing by at least five percent of the members,
entitled to vote, of the foreign corporation, upon at least five days'
written demand may require such foreign corporation to produce a record
of its members setting forth the names and addresses of all members, the
number and class of capital certificates 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 any county in
this state in which the foreign corporation is conducting activities as
may be designated by the foreign corporation during the usual business
hours, a record of members or an exact copy of the record of members
certified as correct by the corporate officer or agent responsible for
keeping or producing such record and to make extracts therefrom. In the
case of a foreign corporation having shares, a record of shareholders
shall for the purpose of this section be regarded as a record of
members, and holders of voting trust certificates representing such
shares shall for the purpose of this section be regarded as members.
(b) An examination authorized by paragraph (a) may be denied to such
member 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 interests of a
business or object other than the activities of the foreign corporation
and that such member or other person has not within five years sold or
offered for sale any list or record of members of any corporation of any
kind, whether or not formed under the laws of this state, or aided or
abetted any person in procuring any such list or record of members 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 members 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 members 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 members.