Vermont Statutes Title 11 Sec. 16-02
Terms Used In Vermont Statutes Title 11 Sec. 16-02
- 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.
- Corporation: means public benefit and mutual benefit corporation. See
- following: when used by way of reference to a section of the law shall mean the next preceding or following section. See
- Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
- Member: means (without regard to what a person is called in the articles or bylaws) any person or persons who on more than one occasion, pursuant to a provision of a corporation's articles or bylaws, have the right to vote for the election of a director or directors. See
- Membership: refers to the rights and obligations a member or members have pursuant to a corporation's articles, bylaws, and this title. See
§ 16.02. Inspection of records by members
(a) Subject to subsection 16.03(c) of this title, a member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in subsection 16.01(e) of this title if the member gives the corporation written notice at least five business days before the date on which the member wishes to inspect and copy.
(b) A member is entitled to inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (c) of this section and gives the corporation written notice at least five business days before the date on which the member wishes to inspect and copy:
(1) excerpts from any records required to be maintained under subsection 16.01(a) of this title, to the extent not subject to inspection under subsection 16.02(a) of this title;
(2) accounting records of the corporation; and
(3) subject to section 16.05 of this title, the membership list.
(c) A member may inspect and copy the records identified in subsection (b) of this section only if:
(1) the member’s demand is made in good faith and for a proper purpose;
(2) the member describes with reasonable particularity the purpose and the records the member desires to inspect; and
(3) the records are directly connected with this purpose.
(d) This section does not affect:
(1) the right of a member to inspect records under section 7.20 of this title or, if the member is in litigation with the corporation, to the same extent as any other litigant; or
(2) the power of a court, independently of this title, to compel the production of corporate records for examination. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
Vermont Statutes Title 11 Sec. 16-02
Terms Used In Vermont Statutes Title 11 Sec. 16-02
- Articles of incorporation: include amended and restated articles of incorporation, articles of merger, and special charters. See
- 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.
- following: when used by way of reference to a section of the law shall mean the next preceding or following section. See
- Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
- Principal office: means the office (in or outside this State) so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located. See
- Shareholder: means the person in whose name shares are registered in the records of a corporation or upon presentation for registration are entitled to be registered in the records of a corporation. See
- State: when applied to the different parts of the United States may apply to the District of Columbia and any territory and the Commonwealth of Puerto Rico. See
§ 16.02. Inspection of records by shareholders
(a) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation’s principal office, or, if none in this State, the registered office, any of the records of the corporation described in subsection 16.01(e) of this title if the shareholder gives the corporation written notice of the shareholder’s demand at least five business days before the date on which the shareholder wishes to inspect and copy. A shareholder of a close corporation as defined in section 20.02 of this title is also entitled to inspect and copy, pursuant to this subsection, such corporation’s record of shareholders.
(b) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (c) of this section and gives the corporation written notice of his or her demand at least five business days before the day on which he or she wishes to inspect and copy:
(1) accounting records of the corporation; and
(2) the record of shareholders.
(c) A shareholder may inspect and copy the records described in subsection (b) of this section only if:
(1) the shareholder establishes that 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; and
(3) the records are directly connected with the shareholder’s purpose.
(d) The right of inspection granted by this section may not be abolished or limited by a corporation’s articles of incorporation or bylaws.
(e) This section does not affect:
(1) the right of a shareholder to inspect records under section 7.20 of this title or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant;
(2) the power of a court, independently of this title, to compel the production of corporate records for examination.
(f) For purposes of this section, “shareholder” includes a beneficial owner whose shares are held in a voting trust or by a nominee on his or her behalf. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)