§ 7.20. Members’ list for meeting
(a) After fixing a record date for a notice of a meeting, a corporation shall prepare
an alphabetical list of the names of all its members who are entitled to notice of
the meeting. The list must show the address and number of votes each member is entitled
to vote at the meeting. The corporation shall prepare on a current basis through the
time of the membership meeting a list of members, if any, who are entitled to vote
at the meeting, but not entitled to notice of the meeting. This list shall be prepared
on the same basis and be part of the list of members.
(b) The list of members must be available for inspection by any member for the purpose
of communication with other members concerning the meeting, beginning two business
days after notice is given of the meeting for which the list was prepared and continuing
through the meeting, at the corporation’s principal office or at a reasonable place
identified in the meeting notice in the city where the meeting will be held. A member,
a member’s agent, or attorney is entitled on written demand to inspect and, subject
to the limitations of subsection 16.02(c) and section 16.05 of this title, to copy the list, at a reasonable time and at the member’s expense, during the period
it is available for inspection.
(c) The corporation shall make the list of members available at the meeting, and any member,
a member’s agent, or attorney is entitled to inspect the list at any time during the
meeting or any adjournment.
(d) If the corporation refuses to allow a member, a member’s agent, or attorney to inspect
the list of members before or at the meeting (or copy the list as permitted by subsection
(b) of this section), the Superior Court of the county where a corporation’s principal
office (or if none in this State, its registered office) is located, on application
of the member, may summarily order the inspection or copying at the corporation’s
expense and may postpone the meeting for which the list was prepared until the inspection
or copying is complete and may order the corporation to pay the member’s costs (including
reasonable counsel fees) incurred to obtain the order.
(e) Refusal or failure to prepare or make available the members’ list does not affect
the validity of action taken at the meeting, unless a member, or his or her agent
or attorney objects on the record or in writing to such refusal or failure prior to
such action having been taken. In the event of such refusal or failure, and such objection,
the action taken at the meeting shall be negated unless:
(1) the meeting is recessed for a period of not less than five days after the list is
made available to the objecting party; or
(2) the corporation petitions and the Superior Court declares that the corporation’s refusal
or failure is in accordance with the law. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)