Section 10A-1-3.33

Governing person's right of inspection.

(a) An entity shall provide governing persons and their agents and attorneys access to its books and records, including the books and records required to be maintained under the chapter of this title applicable to the entity and other books and records of the entity for any purpose reasonably related to the governing person's service as a governing person. The right of access shall include the right to inspect and copy books and records during ordinary business hours. An entity may impose a reasonable charge covering the costs of labor and material for copies of documents furnished.

(b) An entity shall furnish to a governing person:

(1) Without demand, any information concerning the entity's business and affairs reasonably required for the proper exercise of the governing person's rights and duties under the entity's governing documents or this title; and

(2) On demand, any other information concerning the entity's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.

(c) A court may require an entity to open the books and records of the entity, including the books and records required to be maintained by the entity under the chapter of this title applicable to the entity, to permit a governing person to inspect, make copies of, or take extracts from the books and records or may require an entity to furnish the governing person with information concerning the entity's business and affairs on a showing by the governing person that:

(1) the person is a governing person of the entity;

(2) the person's purpose for inspecting the entity's books and records under subsection (a) or in obtaining information as to the entity's business and affairs under subsection (b)(1) is reasonably related to the person's service as a governing person or, in the case of information as to the entity's business and affairs demanded under subsection (b)(2), that neither the demand nor the information demanded is unreasonable or otherwise improper under the circumstances;

(3) in the case of information as to the entity's business and affairs described in subsection (b)(2), the person has made demand for the information; and

(4) the entity refused the person's access to the books and records or to furnish information as to the entity's business and affairs.

(d) A court may award a governing person attorney fees and any other proper relief in a suit under subsection (c) to require an entity to open its books and records.

(Act 2009-513, p. 967, §20.)