Iowa Code 504.1602 – Inspection of records by members
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Terms Used In Iowa Code 504.1602
- articles: includes amended and restated articles of incorporation and articles of merger. See Iowa Code 504.141
- Bylaws: means the code or codes of rules other than the articles adopted pursuant to this chapter for the regulation or management of the affairs of a corporation irrespective of the name or names by which such rules are designated. See Iowa Code 504.141
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: means a public benefit, mutual benefit, or religious corporation. See Iowa Code 504.141
- following: when used by way of reference to a chapter or other part of a statute mean the next preceding or next following chapter or other part. See Iowa Code 4.1
- Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
- Member: means a person who on more than one occasion, pursuant to the provisions of a corporation's articles or bylaws, has a right to vote for the election of a director or directors of a corporation, irrespective of how a member is defined in the articles or bylaws of the corporation. See Iowa Code 504.141
- Membership: refers to the rights and obligations a member or members have pursuant to a corporation's articles, bylaws, and this chapter. See Iowa Code 504.141
- Person: includes any individual or entity. See Iowa Code 504.141
- Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Iowa Code 504.141
- Religious corporation: means a domestic or foreign corporation that engages in religious activity as one of the corporation's principal purposes. See Iowa Code 504.141
504.1602 Inspection of records by members.
1. Subject to subsection 5, a member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in § 504.1601, subsection 5, if the member gives the corporation written notice or a written demand at least five business days before the date on which the member wishes to inspect and copy.
2. Subject to subsections 5 and 6, a member is entitled to inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection 3 and gives the corporation written notice at least ten business days before the date on which the member wishes to inspect and copy:
a. Excerpts from any records required to be maintained under section 504.1601, subsection 1, to the extent not subject to inspection under subsection 1 of this section.
b. Accounting records of the corporation.
c. The membership list.
3. A member may inspect and copy the records identified in subsection 2 only if all of the following apply:
a. The member’s demand is made in good faith and for a proper purpose.
b. The member describes with reasonable particularity the purpose of the demand and the records the member desires to inspect.
c. The records are directly connected to the purpose described.
d. The board consents, if consent is required by § 504.1605.
4. This section does not affect either of the following:
a. The right of a member to inspect records under § 504.711 or, if the member is in litigation with the corporation, to the same extent as any other litigant.
b. The power of a court, independently of this chapter, to compel the production of corporate records for examination.
5. The articles or bylaws of a religious corporation may limit or abolish the right of a member under this section to inspect and copy any corporate record.
6. A corporation may, within ten business days after receiving a demand for inspection of a membership list under § 504.711 or subsection 2 of this section, respond to the demand with a written proposal offering a reasonable alternative to the demand for inspection that will achieve the purpose of the demand without providing access to or a copy of the membership list. A proposal offering an alternative that reasonably and in a timely manner accomplishes a proper purpose identified in a demand for inspection shall be considered to offer a reasonable alternative. A proposal for a reasonable alternative that has been accepted by the person making the demand for inspection shall cease to be considered a reasonable alternative if the terms of the proposal are not carried out by the corporation within a reasonable time after acceptance of the proposal. For the purposes of this subsection, a reasonable alternative may include, but is not limited to, a communication prepared by a member and mailed by the corporation at the expense of the member.
2004 Acts, ch 1049, §168, 192
Referred to in §504.711, 504.1603, 504.1604
1. Subject to subsection 5, a member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in § 504.1601, subsection 5, if the member gives the corporation written notice or a written demand at least five business days before the date on which the member wishes to inspect and copy.
2. Subject to subsections 5 and 6, a member is entitled to inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection 3 and gives the corporation written notice at least ten business days before the date on which the member wishes to inspect and copy:
a. Excerpts from any records required to be maintained under section 504.1601, subsection 1, to the extent not subject to inspection under subsection 1 of this section.
b. Accounting records of the corporation.
c. The membership list.
3. A member may inspect and copy the records identified in subsection 2 only if all of the following apply:
a. The member’s demand is made in good faith and for a proper purpose.
b. The member describes with reasonable particularity the purpose of the demand and the records the member desires to inspect.
c. The records are directly connected to the purpose described.
d. The board consents, if consent is required by § 504.1605.
4. This section does not affect either of the following:
a. The right of a member to inspect records under § 504.711 or, if the member is in litigation with the corporation, to the same extent as any other litigant.
b. The power of a court, independently of this chapter, to compel the production of corporate records for examination.
5. The articles or bylaws of a religious corporation may limit or abolish the right of a member under this section to inspect and copy any corporate record.
6. A corporation may, within ten business days after receiving a demand for inspection of a membership list under § 504.711 or subsection 2 of this section, respond to the demand with a written proposal offering a reasonable alternative to the demand for inspection that will achieve the purpose of the demand without providing access to or a copy of the membership list. A proposal offering an alternative that reasonably and in a timely manner accomplishes a proper purpose identified in a demand for inspection shall be considered to offer a reasonable alternative. A proposal for a reasonable alternative that has been accepted by the person making the demand for inspection shall cease to be considered a reasonable alternative if the terms of the proposal are not carried out by the corporation within a reasonable time after acceptance of the proposal. For the purposes of this subsection, a reasonable alternative may include, but is not limited to, a communication prepared by a member and mailed by the corporation at the expense of the member.
2004 Acts, ch 1049, §168, 192
Referred to in §504.711, 504.1603, 504.1604