13.1-773.1 - Inspection of records by directors. - Virginia Statutes

§ 13.1-773.1. Inspection of records by directors.

A. A director of a corporation is entitled to inspect and copy the books,records and documents of the corporation at any reasonable time to the extentreasonably related to the performance of the director's duties as a director,including duties as a member of a committee, but not for any other purpose orin any manner that would violate any duty to the corporation.

B. The circuit court of the city or county where the corporation's principaloffice, or if none in the Commonwealth, its registered office, is located mayorder inspection and copying of the books, records and documents uponapplication of a director who has been refused such inspection rights, unlessthe corporation establishes that the director is not entitled to suchinspection rights. The court shall dispose of an application under thissubsection on an expedited basis.

C. If an order is issued, the court may include provisions protecting thecorporation from undue burden or expense, and prohibiting the director fromusing information obtained upon exercise of the inspection rights in a mannerthat would violate a duty to the corporation, and may also order thecorporation to reimburse the director for the director's reasonable costs,including reasonable counsel fees, incurred in connection with theapplication if the director proves that the corporation refused inspectionwithout a reasonable basis for doubt about the director's right to inspectthe records demanded.

(2005, c. 765.)