§ 10A-1-3.33 — Right of Inspection and Access by Governing Persons

Alabama § 10A-1-3.33

• Jurisdiction: Alabama
• Title 10A: Alabama Business and Nonprofit Entities Code
• Ch. 1: General Provisions
• Art. 3: Formation and Governance
• Div. D: Recordkeeping

Text

(a) An entity described in subsection (e) shall provide governing persons and their agents and attorneys access to its books and records, including the books and records required to be maintained under the chapter of this title applicable to the entity and other books and records of the entity for any purpose reasonably related to the governing person’s service as a governing person. The right of access shall include the right to inspect and copy books and records during ordinary business hours. An entity may impose a reasonable charge covering the costs of labor and material for copies of documents furnished.
(b) An entity described in subsection (e) shall furnish to a governing person both of the following:
(1) Without demand, any information concerning the entity’s business and affairs reasonably required for the proper exercise of the governing person’s rights and duties under the entity’s governing documents or this title.
(2) On demand, any other information concerning the entity’s business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
(c) A court may require an entity described in subsection (e) to open the books and records of the entity, including the books and records required to be maintained by the entity under the chapter of this title applicable to the entity, to permit a governing person to inspect, make copies of, or take extracts from the books and records or may require an entity to furnish the governing person with information concerning the entity’s business and affairs on a showing by the governing person of all of the following:
(1) The person is a governing person of the entity.
(2) The person’s purpose for inspecting the entity’s books and records under subsection (a) or in obtaining information as to the entity’s business and affairs under subdivision (b)(1) is reasonably related to the person’s service as a governing person or, in the case of information as to the entity’s business and affairs demanded under subdivision (b)(2), that neither the demand nor the information demanded is unreasonable or otherwise improper under the circumstances.
(3) In the case of information as to the entity’s business and affairs described in subdivision (b)(2), the person has made demand for the information.
(4) The entity refused the person’s access to the books and records or to furnish information as to the entity’s business and affairs.
(d) A court may award a governing person of an entity described in subsection (e) attorney fees and any other proper relief in a suit under subsection (c) to require an entity to open its books and records.
(e) This section shall apply to domestic entities covered by Section 10A-1-3.32 and domestic entities formed pursuant to or governed by Chapter 10.

Legislative History

(Act 2009-513, p. 967, §20; Act 2018-125, §1; Act 2019-304, §1; Act 2020-73, §3.)