City: includes , depending on population, a metro township as defined in Section 10-3c-102. See Utah Code 68-3-12.5
Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
Distribution: means the following by a corporation to or for the benefit of its shareholders in respect of any of the corporation's shares:
(i)
a direct or indirect transfer of money or other property, other than a corporation's own shares; or
Principal office: means the office, in or out of this state, designated by a domestic or foreign corporation as its principal office in the most recent document on file with the division providing the information, including:
Voting group: means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See Utah Code 16-10a-102
(a)
After fixing a record date for a shareholders’ meeting, a corporation shall prepare a list of the names of all the corporation’s shareholders who are entitled to be given notice of the meeting.
(b)
The list shall be arranged by voting group, and within each voting group by class or series of shares.
(c)
The list shall be alphabetical within each class or series and shall show the address of, and the number of shares held by, each shareholder.
(2)
(a)
The shareholders’ list shall be available for inspection by any shareholder, beginning on the earlier of 10 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 meeting adjournments, at the corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held.
(b)
A shareholder or a shareholder’s agent or attorney is entitled on written demand to the corporation and, subject to the requirements of Subsections 16-10a-1602(3) and (7), and the provisions of Subsections 16-10a-1603(2) and (3), to inspect and copy the list, during regular business hours and during the period the list is available for inspection.
(3)
The corporation shall make the shareholders’ list available at the meeting, and any shareholder, or any shareholder’s agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment, for any purposes germane to the meeting.
(4)
If the corporation refuses to allow a shareholder, or the shareholder’s agent or attorney, to inspect the shareholders’ list before or at the meeting, or to copy the list as permitted by Subsection (2), a court may, upon the petition of a shareholder:
(a)
summarily order the inspection or copying at the corporation’s expense; and
(b)
postpone 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), unless the corporation proves that the corporation refused inspection or copying of the list in good faith because the corporation had a reasonable basis for doubt about the right of the shareholder or the shareholder’s agent or attorney 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 to obtain the order;
(b)
the court may order the corporation to pay the shareholder for any damages incurred; and
(c)
the court may grant the shareholder any other remedy afforded by law.
(6)
If a court orders inspection or copying of the shareholders’ list pursuant to Subsection (4), 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.
