SECTIONS 1600-1605 - California Statutes

CORPORATIONS CODE

SECTION 1600-1605

1600. (a) A shareholder or shareholders holding at least 5 percent
in the aggregate of the outstanding voting shares of a corporation or
who hold at least 1 percent of those voting shares and have filed a
Schedule 14A with the United States Securities and Exchange
Commission (or in case the corporation is a bank the deposits of
which are insured in accordance with the Federal Deposit Insurance
Act, have filed a Form F-6 with the appropriate federal bank
regulatory agency) shall have an absolute right to do either or both
of the following: (1) inspect and copy the record of shareholders'
names and addresses and shareholdings during usual business hours
upon five business days' prior written demand upon the corporation,
or (2) obtain from the transfer agent for the corporation, upon
written demand and upon the tender of its usual charges for such a
list (the amount of which charges shall be stated to the shareholder
by the transfer agent upon request), a list of the shareholders'
names and addresses, who are entitled to vote for the election of
directors, and their shareholdings, as of the most recent record date
for which it has been compiled or as of a date specified by the
shareholder subsequent to the date of demand. The list shall be made
available on or before the later of five business days after the
demand is received or the date specified therein as the date as of
which the list is to be compiled. A corporation shall have the
responsibility to cause its transfer agent to comply with this
subdivision.
(b) Any delay by the corporation or the transfer agent in
complying with a demand under subdivision (a) beyond the time limits
specified therein shall give the shareholder or shareholders properly
making the demand a right to obtain from the superior court, 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, an order postponing any shareholders'
meeting previously noticed for a period equal to the period of such
delay. Such right shall be in addition to any other legal or
equitable remedies to which the shareholder may be entitled.
(c) The record of shareholders shall also be open to inspection
and copying by any shareholder or holder of a voting trust
certificate at any time during usual business hours upon written
demand on the corporation, for a purpose reasonably related to such
holder's interests as a shareholder or holder of a voting trust
certificate.
(d) Any inspection and copying under this section may be made in
person or by agent or attorney. The rights provided in this section
may not be limited by the articles or bylaws. This section applies to
any domestic corporation and to any foreign corporation having its
principal executive office in this state or customarily holding
meetings of its board in this state.

1601. (a) The accounting books and records and minutes of
proceedings of the shareholders and the board and committees of the
board of any domestic corporation, and of any foreign corporation
keeping any such records in this state or having its principal
executive office in this state, shall be open to inspection upon the
written demand on the corporation of any shareholder or holder of a
voting trust certificate at any reasonable time during usual business
hours, for a purpose reasonably related to such holder's interests
as a shareholder or as the holder of such voting trust certificate.
The right of inspection created by this subdivision shall extend to
the records of each subsidiary of a corporation subject to this
subdivision.
(b) Such inspection by a shareholder or holder of a voting trust
certificate may be made in person or by agent or attorney, and the
right of inspection includes the right to copy and make extracts. The
right of the shareholders to inspect the corporate records may not
be limited by the articles or bylaws.

1602. 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 and also of its
subsidiary corporations, domestic or foreign. Such inspection by a
director may be made in person or by agent or attorney and the right
of inspection includes the right to copy and make extracts. This
section applies to a director of any foreign corporation having its
principal executive office in this state or customarily holding
meetings of its board in this state.

1603. (a) Upon refusal of a lawful demand for inspection, the
superior court of the proper county, may enforce the right of
inspection with just and proper conditions or may, for good cause
shown, appoint one or more competent inspectors or accountants to
audit the books and records kept in this state and investigate the
property, funds and affairs of any domestic corporation or any
foreign corporation keeping records in this state 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.

1604. In any action or proceeding under Section 1600 or Section
1601, if the court finds the failure of the corporation to comply
with a proper demand thereunder was without justification, the court
may award an amount sufficient to reimburse the shareholder or holder
of a voting trust certificate for the reasonable expenses incurred
by such holder, including attorneys' fees, in connection with such
action or proceedings.

1605. If any record subject to inspection pursuant to this chapter
is not maintained in written form, a request for inspection is not
complied with unless and until the corporation at its expense makes
such record available in written form.