Thursday, May 7, 2009

Does a Shareholder in an Irrigation Company Have Rights to View Company Records?

Most irrigation companies and water companies are nonprofit corporations, and are therefore subject to the Utah Revised Nonprofit Corporation Act.

Under the Act, there are certain records that a nonprofit corporation is required to keep copies of at the nonprofit corporation’s principal office. A member has an absolute right of access to these records during regular business hours at the nonprofit corporation’s principal office, if the member gives the nonprofit corporation written demand at least five business days in advance. These records include:

(a) the articles of incorporation;
(b) the bylaws;
(c) resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations, and obligations of members or any class or category of members;
(d) the minutes of all members' meetings for a period of three years;
(e) records of all action taken by members without a meeting, for a period of three years;
(f) all written communications to members generally as members for a period of three years;
(g) a list of the names and business or home addresses of the current directors and officers;
(h) a copy of the most recent annual report delivered to the Division of Corporations; and
(i) all financial statements prepared for periods ending during the last three years.

In addition to a member’s right to inspect and copy the records mentioned above, a member is entitled to inspect and copy any of the other records of the nonprofit corporation if certain conditions are met. These conditions are (1) the inspection and copying must occur during regular business hours; (2) the inspection and copying must take place at a reasonable location specified by the nonprofit corporation; (3) the member must give the nonprofit corporation written demand at least five days before the date on which the member wishes to inspect and copy the records; (4) the demand must be made in good faith; (5) the demand must be made for a proper purpose; (6) the demand must describe with reasonable particularity the member’s purpose; (7) the demand must describe with reasonable particularity the records the member desires to inspect; and (8) the records requested must be directly connected with the described purpose. A “proper purpose” is defined as “a purpose reasonably related to the demanding member’s . . . interest as a member.”

To see the full text of the records section of the Utah Revised Nonprofit Corporation Act, click here.

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