Section 10-19.1-84 - Books and records - Inspection1. A corporation shall keep, at the corporation's principal executive office or at another place or places within the United States determined by the board, a share register not more than one year old, containing the identities of each shareholder, in alphabetical or numerical order by class of shares showing the number and classes of shares held by each shareholder.a. The list must include each shareholder's:(1) Physical mailing address, if the identity of a shareholder on the list consists of the shareholder's name; or(2) Authorized means of receipt for electronic transmissions, if the identity of a shareholder on the list consists of the shareholder's data address.b. A record of shareholders may show both the shareholder's name and data address.c. A corporation shall also keep, at the corporation's principal executive office or at another place or places within the United States determined by the board, a record of the dates on which certificated or uncertificated shares were issued.2. A corporation shall keep, at its principal executive office or at another place or places within the United States determined by the board, and, if its principal executive office or any such other place is outside of this state, shall make available at its registered office or at its principal executive office within this state within ten days after receipt by an officer of the corporation of a written demand for them made by a person described in subsection 4 or 5, originals or copies of: a. Records of all proceedings of shareholders for the last three years;b. Records of all proceedings of the board for the last three years;c. Its articles and all amendments currently in effect;d. Its bylaws and all amendments currently in effect;e. Financial statements required by section 10-19.1-85 and the financial statement for the most recent interim period prepared in the course of the operation of the corporation for distribution to the shareholders or to a governmental agency as a matter of public record;f. Reports made to shareholders generally within the last three years;g. A statement of the identities and usual business addresses of its directors and principal officers;h. Voting trust agreements and beneficial interests owner's list described in section 10-19.1-81;i. Shareholder control agreements described in section 10-19.1-83; andj. A copy of agreements, contracts, or other arrangements or portions of them incorporated by reference under subsection 8 of section 10-19.1-10.3. A corporation shall keep appropriate and complete financial records.4. A shareholder or a holder of a voting trust certificate of a corporation that is not a publicly held corporation has an absolute right, upon written demand, to examine and copy, in person or by a legal representative, at any reasonable time, and the corporation shall make available within ten days after receipt by an officer of the corporation of the written demand: a. The share register; andb. All records referred to in subsection 2.5. A shareholder or a holder of a voting trust certificate of a corporation that is not a publicly held corporation has a right, upon written demand, to examine and copy, in person or by a legal representative, other corporate records at any reasonable time only if the shareholder, beneficial owner, or holder of a voting trust certificate demonstrates a proper purpose for the examination.6. A shareholder, beneficial owner, or holder of a voting trust certificate of a publicly held corporation has, upon written demand stating the purpose and acknowledged or verified in the manner provided in chapter 44-06.1, a right at any reasonable time to examine and copy the corporation's share register and other corporate records reasonably related to the stated purpose and described with reasonable particularity in the written demand upon demonstrating the stated purpose to be a proper purpose. The acknowledged or verified demand must be directed to the corporation at its registered office in this state or at its principal place of business.7. For purposes of subsections 5 and 6, a "proper purpose" is one reasonably related to the person's interest as a shareholder, beneficial owner, or holder of a voting trust certificate of the corporation.8. On application of the corporation, a court in this state may issue a protective order permitting the corporation to withhold portions of the records of proceedings of the board for a reasonable period of time, not to exceed twelve months, in order to prevent premature disclosure of confidential information which would be likely to cause competitive injury to the corporation. A protective order may be renewed for successive reasonable periods of time, each not to exceed twelve months and in total not to exceed thirty-six months, for good cause shown. If a protective order is issued, the statute of limitations for any action which the shareholder, beneficial owner, or holder of a voting trust certificate might bring as a result of information withheld automatically extends for the period of delay. If the court does not issue a protective order with respect to any portion of the records of proceedings as requested by the corporation, it shall award reasonable expenses, including attorney's fees and disbursements, to the shareholder, beneficial owner, or holder of a voting trust certificate. This subsection does not limit the right of a court to grant other protective orders or impose other reasonable restrictions on the nature of the corporate records that may be copied or examined under this subsection and subsection 9 or the use or distribution of the records by the demanding shareholder, beneficial owner, or holder of a voting trust certificate.9. A shareholder, beneficial owner, or holder of a voting trust certificate who has gained access under subsection 8 to any corporate record, including the share register, may not use, or furnish to another for use, the corporate record or a portion of the contents for any purpose other than a proper purpose. Upon application of the corporation, a court may issue a protective order or order other relief as may be necessary to enforce the provisions of this subsection.10. Copies of the share register and all records referred to in subsection 2, if required to be furnished under this section, must be furnished at the expense of the corporation. In all other cases, the corporation may charge the requesting party a reasonable fee to cover the expenses of providing the copy.11. The records maintained by a corporation, including its share register, financial records, and minute books, may be retained on, or by means of, or be in the form of any information storage device or method, including, punched holes, printed, magnetized spots, microimages, or any one or more distributed or other electronic networks or databases provided the records are retained in written form or in another form that can be converted into written form within a reasonable time, is legible visually and whose contents are assembled by related subject matter to permit convenient use by people in the normal course of business. A corporation shall convert the records referred to in subsection 4 upon the request of a person entitled to inspect them, and the expense of the conversion shall be borne by the person who bears the expense of copying pursuant to subsection 10. A copy of the conversion is admissible in evidence, and must be accepted for all other purposes, to the same extent as the existing or original records would be if they were legible visually.Amended by S.L. 2019, ch. 94 (HB 1045),§ 14, eff. 8/1/2019.Amended by S.L. 2019, ch. 94 (HB 1045),§ 13, eff. 8/1/2019.Amended by S.L. 2019, ch. 94 (HB 1045),§ 12, eff. 8/1/2019.Amended by S.L. 2011 , ch. 334( HB 1136 ), § 1, eff. 8/1/2011.Amended by S.L. 2011 , ch. 87( SB 2174 ), § 19, eff. 7/1/2011.