(1)After fixing a record date for a
shareholders' meeting, the corporation shall prepare a list of the names of all its
shareholders who are entitled to be given notice of the meeting. The list shall be
arranged by voting groups and within each voting group by class or series of
shares, shall be alphabetical within each class or series, and shall show the address
of, and the number of shares of each such class and series that are held by, each
shareholder.
(2)(a) The shareholders' list must be available for inspection by any
shareholder, beginning the earlier of ten days before the meeting for which the list
was prepared or two business days after notice of the meeting is given and
continuing through the meeting, and any adjournment thereof:
(I)At the corporation's principal
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(1) After fixing a record date for a
shareholders' meeting, the corporation shall prepare a list of the names of all its
shareholders who are entitled to be given notice of the meeting. The list shall be
arranged by voting groups and within each voting group by class or series of
shares, shall be alphabetical within each class or series, and shall show the address
of, and the number of shares of each such class and series that are held by, each
shareholder.
(2) (a) The shareholders' list must be available for inspection by any
shareholder, beginning the earlier of ten days before the meeting for which the list
was prepared or two business days after notice of the meeting is given and
continuing through the meeting, and any adjournment thereof:
(I) At the corporation's principal office or at a place identified in the notice of
the meeting in the city in which the meeting will be held; or
(II) On a reasonably accessible electronic network if the information required
to gain access to the list is provided with the notice of the meeting. If the
corporation determines to make the list available on an electronic network, the
corporation may take reasonable steps to ensure that the list is available only to
shareholders of the corporation.
(b) A shareholder or an agent or attorney of the shareholder is entitled, on
written demand, to inspect and, subject to sections 7-116-102 (3) and 7-116-103 (2)
and (3), to copy the list during regular business hours and during the period it is
available for inspection.
(3) If the meeting is to be held at a place, the corporation shall make the
shareholders' list available at the meeting, and any shareholder or an agent or
attorney of the shareholder is entitled to inspect the list at any time during the
meeting or any adjournment. If the meeting is to be held solely by means of remote
communication, the list must also be open to inspection during the meeting on a
reasonably accessible electronic network, and the corporation shall provide, with
the notice of the meeting, all information required to access the list.
(4) If the corporation refuses to allow a shareholder or an agent or attorney
of the shareholder to inspect the shareholders' list before or at the meeting or to
copy the list, as permitted by subsection (2) or (3) of this section, the district court
for the county in this state in which the street address of the corporation's principal
office is located or, if the corporation has no principal office in this state, the
district court for the county in which the street address of its registered agent is
located or, if the corporation has no registered agent, the district court for the city
and county of Denver may, on application of the shareholder, summarily order the
inspection or copying of the list at the corporation's expense and may postpone or
adjourn the meeting for which the list was prepared until the inspection or copying
is complete.
(5) If a court orders inspection or copying of the shareholders' list pursuant
to subsection (4) of this section, unless the corporation proves that it refused
inspection or copying of the list in good faith because it had a reasonable basis for
doubt about the right of the shareholder or the agent or attorney of the shareholder
to inspect or copy the shareholders' list:
(a) The court shall also order the corporation to pay the shareholder's costs,
including reasonable counsel fees, incurred in obtaining the order;
(b) The court may order the corporation to pay the shareholder for any
damages the shareholder incurred; and
(c) The court may grant the shareholder any other remedy afforded the
shareholder by law.
(6) If a court orders inspection or copying of the shareholders' list pursuant
to subsection (4) of this section, the court may impose reasonable restrictions on
the use or distribution of the list by the shareholder.
(7) Refusal or failure to prepare or make available the shareholders' list does
not affect the validity of action taken at the meeting.