SECTIONS 12600-12608 - California Statutes

CORPORATIONS CODE

SECTION 12600-12608

12600. (a) Subject to Sections 12601 and 12602 and unless the
corporation provides a reasonable alternative pursuant to subdivision
(c), a member may do either or both of the following as permitted by
subdivision (b):
(1) Inspect and copy the record of all the members' names,
addresses, and voting rights, at reasonable times, upon five business
days' prior written demand upon the corporation which demand shall
state the purpose for which the inspection rights are requested; or
(2) Obtain from the secretary of the corporation, upon written
demand and tender of a reasonable charge, a list of the names,
addresses, and voting rights of those members entitled to vote for
the election of directors, as of the most recent record date for
which it has been compiled or as of a date specified by the member
subsequent to the date of demand. The demand shall state the purpose
for which the list is requested. The membership list shall be made
available on or before the later of 10 business days after the demand
is received or after the date specified therein as the date as of
which the list is to be compiled.
(b) The rights set forth in subdivision (a) may be exercised by:
(1) A member or members possessing 5 percent or more of the voting
power for a purpose reasonably related to the members' interest as
members. Where the corporation reasonably believes that the
information will be used for another purpose, or where it provides a
reasonable alternative pursuant to subdivision (c), it may deny the
member access to the list. In any subsequent action brought by the
member under Section 12606 the court shall enforce the rights set
forth in subdivision (a) unless the corporation proves that the
member will allow use of the information for purposes unrelated to
the person's interest as a member or that the alternative method
offered reasonably achieves the proper purpose set forth in the
demand.
(c) The corporation may, within 10 business days after receiving a
demand under subdivision (a), deliver to the person or persons
making the demand a written offer of an alternative method of
achieving the purpose identified in the demand without providing
access to or a copy of the membership list. An alternative method
which reasonably and in a timely manner accomplishes the proper
purpose set forth in a demand made under subdivision (a) shall be
deemed a reasonable alternative, unless within a reasonable time
after acceptance of the offer the corporation fails to do those
things which it offered to do. Any rejection of the offer shall be in
writing and shall indicate the reasons the alternative proposed by
the corporation does not meet the proper purpose of the demand made
pursuant to subdivision (a).

12601. (a) Where the corporation, in good faith, and with a
substantial basis, believes that the membership list, demanded by a
member or members under Section 12600, will be used for a purpose not
reasonably related to the interests as members of the person or
persons making the demand (hereinafter called the requesting parties)
or provides a reasonable alternative pursuant to subdivision (c) of
Section 12600 it may petition the superior court of the proper county
for an order setting aside the demand.
(b) Except as provided in subdivision (c), a petition for an order
to show cause why a protective order pursuant to subdivision (d)
should not issue shall be filed within 10 business days after a
demand by a member or members under Section 12600 or receipt of a
written rejection by the member or members of an offer made pursuant
to subdivision (c) of Section 12600 whichever is later. The petition
shall be accompanied by an application for a hearing on the petition.
Upon the filing of the petition, the court shall issue a protective
order staying production of the list demanded until the hearing on
the order to show cause. The court shall set the hearing on the order
to show cause not more than 20 days from the date of the filing of
the petition. The order to show cause shall be granted unless the
court finds that there is no reasonable probability that the
corporation will make the showing required under subdivision (f).
(c) A corporation may file a petition under this section more than
10 business days after the demand or rejection under Section 12600
but only upon a showing the delay was caused by excusable neglect. In
no event, however, may any petition under this section be considered
if filed more than 30 days after the requesting party's demand or
rejection, whichever is later.
(d) Upon the return day of the order to show cause, the court may
issue a protective order staying production of the list demanded
until final adjudication of the petition filed pursuant to this
section. No protective order shall issue under this subdivision
unless the court finds that the rights of the requesting parties can
reasonably be preserved and that the corporation is likely to make
the showing required by subdivision (f) or the court is likely to
issue a protective order pursuant to subdivision (g).
(e) If the corporation fails to file a petition within the time
allowed by subdivision (b) or (c), whichever is applicable, or fails
to obtain a protective order under subdivision (d), then the
corporation shall comply with the demand, and no further action may
be brought by the corporation under this section.
(f) The court shall issue the final order setting aside the demand
only if the corporation proves:
(1) That there is a reasonable probability that the requesting
parties will permit use of the membership list for a purpose
unrelated to their interests as members; or
(2) That the method offered by the corporation is a reasonable
alternative in that it reasonably achieves the proper purpose set
forth in the requesting parties' demand and that the corporation
intends and is able to effectuate the reasonable alternative.
(g) In the final order, the court may, in its discretion, order an
alternate mechanism for achieving the proper purposes of the
requesting parties, or impose just and proper conditions upon the use
of the membership list which reasonably assures compliance with
Section 12600 and Section 12608.
(h) The court shall award reasonable costs and expenses including
reasonable attorneys' fees, to requesting parties who successfully
oppose any petition or application filed pursuant to this section.
(i) Where the corporation has neither, within the time allowed,
complied with a demand by a member or members under Section 12600,
nor obtained a protective order staying production of the list, or a
final order setting aside the demand, which is then in effect, the
requesting parties may petition the superior court of the proper
county for a writ of mandamus pursuant to Section 1085 of the Code of
Civil Procedure compelling the corporation to comply with the
demand. At the hearing, the court shall hear the parties summarily,
by affidavit or otherwise, and shall issue a peremptory writ of
mandamus unless it appears that the demand was not made by a member
or members possessing sufficient voting power, that the demand has
been complied with, that the corporation, pursuant to subdivision (c)
of Section 12600, made an offer which was not rejected in writing
within a reasonable time, or that a protective or final order
properly issued under subdivision (d), (f) or (g) is then in effect.
No inquiry may be made in such proceeding into the use for which the
list is sought.
The court shall award reasonable costs and expenses, including
reasonable attorneys' fees, to persons granted an order under this
subdivision.
(j) Nothing in this section shall be construed to limit the right
of the corporation to obtain damages for any misuse of a membership
list obtained under Section 12600, or otherwise, or to obtain
injunctive relief necessary to restrain misuse of a member list. A
corporation shall be entitled to recover reasonable costs and
expenses, including reasonable attorneys' fees, incurred in
successfully bringing any such action.

12602. (a) Upon petition of the corporation or any member, the
superior court of the proper county may limit or restrict the rights
set forth in Section 12600 where, and only where, such limitation or
restriction is necessary to protect the rights of any member under
the Constitution of the United States or the Constitution of the
State of California. An order issued pursuant to this subdivision
shall provide, insofar as possible, for alternative mechanisms by
which the persons seeking to exercise rights under Section 12600 may
communicate with members for purposes reasonably related to their
interests as members.
(b) Upon the filing of a petition under subdivision (a), the court
may, if requested by the person making the petition, issue a
temporary order suspending the running of any time limit specified in
Section 12600 for compliance with that section. Such an order may be
extended, after notice and hearing, until final adjudication of the
petition, wherever it appears that the petitioner may prevail on the
merits, and it is otherwise equitable to do so.

12603. The accounting books and records and minutes of proceedings
of the members and the board and committees of the board shall be
open to inspection upon the written demand on the corporation of any
member at any reasonable time, for a purpose reasonably related to
such person's interests as a member.

12604. Every director shall have the absolute right at any
reasonable time to inspect and copy all books, records and documents
of every kind and to inspect the physical properties of the
corporation of which such person is a director.

12605. Where the proper purpose of the person or persons making a
demand pursuant to Section 12600 is frustrated by (a) any delay by
the corporation in complying with a demand under Section 12600 beyond
the time limits specified therein, or (b) any delay caused by the
filing of a petition under Section 12601 or Section 12602, or (c) any
delay caused by the alternative proposed under subdivision (c) of
Section 12600, the person or persons properly making the demand shall
have, in the discretion of the court, a right to obtain from the
superior court an order postponing any members' meeting previously
noticed for a period equal to the period of such delay. The members
may obtain such an order in a proceeding brought pursuant to Section
12601 upon the filing of a verified complaint in the proper county
and after a hearing, notice of which shall be given to such persons
and in such manner as the court may direct. Such right shall be in
addition to any other legal or equitable remedies to which the member
may be entitled.

12606. (a) Upon refusal of a lawful demand for inspection under
this chapter, or a lawful demand pursuant to Section 12600 or Section
12603, the superior court of the proper county, or the county where
the books or records in question are kept, may enforce the demand or
right of inspection with just and proper conditions or may, for good
cause shown, appoint one or more competent inspectors or independent
accountants to audit the financial statements kept in this state and
investigate the property, funds and affairs of any corporation and of
any subsidiary corporation thereof, domestic or foreign, keeping
records in this state and to report thereon in such manner as the
court may direct.
(b) All officers and agents of the corporation shall produce to
the inspectors or accountants so appointed all books and documents in
their custody or power, under penalty of punishment for contempt of
court.
(c) All expenses of the investigation or audit shall be defrayed
by the applicant unless the court orders them to be paid or shared by
the corporation.

12607. In any action or proceeding under this article, and except
as required by Section 12601, if the court finds the failure of the
corporation to comply with a proper demand thereunder was without
justification, the court may award the member reasonable costs and
expenses, including reasonable attorneys' fees, in connection with
such action or proceeding.

12608. (a) A membership list is a corporate asset. Without consent
of the board a membership list or any part thereof may not be
obtained or used by any person for any purpose not reasonably related
to a member's interest as a member. Without limiting the generality
of the foregoing, without the consent of the board a membership list
or any part thereof may not be:
(1) Used to solicit money or property unless such money or
property will be used solely to solicit the vote of the members in an
election to be held by their corporation; or
(2) Used for any purpose which the user does not reasonably and in
good faith believe will benefit the corporation; or
(3) Used for any commercial purpose or purpose in competition with
the corporation; or
(4) Sold to or purchased by any person.
(b) Any person who violates the provisions of subdivision (a)
shall be liable for any damage such violation causes the corporation
and shall account for and pay to the corporation any profit derived
as a result of said violation. In addition, a court in its discretion
may award exemplary damages for a fraudulent or malicious violation
of subdivision (a).
(c) Nothing in this article shall be construed to limit the right
of a corporation to obtain injunctive relief necessary to restrain
misuse of a membership list or any part thereof.
(d) In any action or proceeding under this section, a court may
award the corporation reasonable costs and expenses, including
reasonable attorneys' fees in connection with such action or
proceeding.
(e) As used in this section, the term "membership list" means the
record of all the members' names and addresses.