§ 28-13-6-1 — Shareholders' list; requisites and necessity; inspection and copying

Indiana § 28-13-6-1

• Jurisdiction: Indiana
• Art. 13: CORPORATE GOVERNANCE
• Ch. 6: Voting by Shareholders

Text

(a) After fixing a record date for a meeting, a
corporation shall prepare an alphabetical list of the names of all the
corporation's shareholders who are entitled to notice of a shareholders'
meeting. The list must:
(1) be arranged by voting group;
(2) be arranged by class or series of shares within each voting
group; and
(3) show the address of and number of shares held by each
shareholder.
(b) The shareholders' list must be available for inspection by any
shareholder entitled to vote at the meeting, beginning five (5) business
days before the date of the meeting for which the list was prepared and
continuing through the meeting, at the corporation's principal office or
at a place identified in the meeting notice in the city where the meeting
will be held. A shareholder, or the shareholder's agent or attorney
authorized in writing, is entitled on written demand to inspect and to
copy the list, during regular business hours and at the shareholder's
expense, during the period it is available for inspection if the following
requirements are met:
(1) The shareholder's demand is made in good faith and for a
proper purpose.
(2) The shareholder describes with reasonable particularity the
shareholder's purpose and the records the shareholder desires to
inspect.
(3) The records are directly connected with the shareholder's
purpose.
(c) The corporation shall make the shareholders' list available at the
meeting, and any shareholder, or the shareholder's agent or attorney
authorized in writing, is entitled to inspect the list at any time during
the meeting or any adjournment.
(d) If the corporation refuses to allow a shareholder, or the
shareholder's agent or attorney authorized in writing, to inspect or copy
the shareholders' list during the period specified in subsection (b), the
circuit or superior court of the county where a corporation's principal
office is located, on application of the shareholder, may order the
inspection or copying.
(e) Refusal or failure to prepare or make available the shareholders'
list does not affect the validity of action taken at the meeting.
(f) The use and distribution of any information acquired from
inspection or copying the shareholders' list under the rights granted by
this section are restricted solely to the proper purpose described with
particularity under subsection (b).
(g) In addition to the inspection rights described in this section, a
shareholder of a corporation is entitled to inspect and copy, during
regular business hours at a reasonable location specified by the
corporation, the record of shareholders, if the shareholder:
(1) meets the requirements of subsection (b); and
(2) gives the corporation written notice of the shareholder's
demand at least five (5) business days before the date the
shareholder wishes to inspect and copy the record.

Legislative History

As added by P.L.14-1992, SEC.163.