§ 1316 — Record of members

§ 1316. Record of members.\n (a) Any resident of this state who shall have been a member of record,\nfor at least six months immediately preceding his demand, of a foreign\ncorporation conducting activities in this state, or any resident of this\nstate authorized in writing by at least five percent of the members,\nentitled to vote, of the foreign corporation, upon at least five days'\nwritten demand may require such foreign corporation to produce a record\nof its members setting forth the names and addresses of all members, the\nnumber and class of capital certificates held by each and the dates when\nthey respectively became the owners of record thereof, and shall have\nthe right to examine in person or by agent or attorney at the office of\nthe foreign corporation in this state or at the office of its transfer\nagent or registrar in this state or at such other place in any county in\nthis state in which the foreign corporation is conducting activities as\nmay be designated by the foreign corporation during the usual business\nhours, a record of members or an exact copy of the record of members\ncertified as correct by the corporate officer or agent responsible for\nkeeping or producing such record and to make extracts therefrom. In the\ncase of a foreign corporation having shares, a record of shareholders\nshall for the purpose of this section be regarded as a record of\nmembers, and holders of voting trust certificates representing such\nshares shall for the purpose of this section be regarded as members.\n (b) An examination authorized by paragraph (a) may be denied to such\nmember or other person upon his refusal to furnish to the foreign\ncorporation or its transfer agent or registrar an affidavit that such\ninspection is not desired for a purpose which is in the interests of a\nbusiness or object other than the activities of the foreign corporation\nand that such member or other person has not within five years sold or\noffered for sale any list or record of members of any corporation of any\nkind, whether or not formed under the laws of this state, or aided or\nabetted any person in procuring any such list or record of members for\nany such purpose.\n (c) Upon refusal by the foreign corporation or by an officer or agent\nof the foreign corporation to produce for examination or to permit an\nexamination of the record of members as herein provided, the person\nmaking the demand for production and examination may apply to the\nsupreme court in the judicial district where the office of the foreign\ncorporation within this state is located, upon such notice as the court\nmay direct, for an order directing the foreign corporation, its officer\nor agent, to show cause why an order should not be granted directing\nsuch production and permitting such examination by the applicant. Upon\nthe return day of the order to show cause, the court shall hear the\nparties summarily, by affidavit or otherwise, and if it appears that the\napplicant is qualified and entitled to such examination, the court shall\ngrant an order compelling such production for examination and awarding\nsuch further relief as to the court may seem just and proper.\n (d) Nothing herein contained shall impair the power of courts to\ncompel the production for examination of the books of a foreign\ncorporation. The record of members specified in paragraph (a) shall be\nprima facie evidence of the facts therein stated in favor of the\nplaintiff in any action or special proceeding against such foreign\ncorporation or any of its officers, directors or members.\n