WASHINGTON STATUTES AND CODES

23B.16.020 - Inspection of records by shareholders.

Inspection of records by shareholders.

(1) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in RCW 23B.16.010(5) if the shareholder gives the corporation notice of the shareholder's demand at least five business days before the date on which the shareholder wishes to inspect and copy.

     (2) 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 (3) of this section and gives the corporation notice of the shareholder's demand at least five business days before the date on which the shareholder wishes to inspect and copy:

     (a) Excerpts from minutes of any meeting of the board of directors, or of any meeting of a committee of the board of directors while exercising the authority of the board of directors, minutes of any meeting of the shareholders, and records of corporate actions approved by the shareholders or board of directors or a committee thereof without a meeting, to the extent not subject to inspection under subsection (1) of this section;

     (b) Accounting records of the corporation; and

     (c) The record of shareholders.

     (3) A shareholder may inspect and copy the records described in subsection (2) of this section only if:

     (a) The shareholder's demand is made in good faith and for a proper purpose;

     (b) The shareholder describes with reasonable particularity the shareholder's purpose and the records the shareholder desires to inspect; and

     (c) The records are directly connected with the shareholder's purpose.

     (4) The right of inspection granted by this section may not be abolished or limited by a corporation's articles of incorporation or bylaws.

     (5) This section does not affect:

     (a) The right of a shareholder to inspect records under RCW 23B.07.200 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or

     (b) The power of a court, independently of this title, to compel the production of corporate records for examination.

     (6) For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or by a nominee on the beneficial owner's behalf.