Iowa Code § 490.1602

Inspection rights of shareholders
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1. A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation’s principal office,any of the records of the corporation described in section 490.1601, subsection 1, excluding minutes ofmeetings of,and records of actions taken without a meeting by, the corporation’s board of directors and board committees established under section 490.825, ifthe shareholder gives the corporation a signed written notice of the shareholder’s demand at least five business days before the date on which the shareholder wishes to inspect and copy. 2. A shareholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation ifthe shareholder meets the requirements of subsection 3 and gives the corporation a signed written notice of the shareholder’s demand at least five business days before the date on which the shareholder wishes to inspect and copy any of the following: a. The financial statements of the corporation maintained in accordance with section 490.1601, subsection 2. b. Accounting records of the corporation. c. Excerpts from minutes of any meeting of, or records of any actions taken without a meeting by, the corporation’s board of directors and board committees maintained in accordance with section 490.1601, subsection 1. d. The record of shareholders maintained in accordance with section 490.1601, subsection 4. 3. A shareholder may inspect and copy the records described in subsection 2 only if allof the following apply: a. The shareholder’s demand ismade in good faith and for a proper purpose. b. The shareholder’s demand describes with reasonable particularity the shareholder’s purpose and the records the shareholder desires to inspect. c. The records are directly connected with the shareholder’s purpose. 4. The corporation may impose reasonable restrictions on the confidentiality, use, or distribution of records described in subsection 2. 5. For any meeting ofshareholders for which therecord datefor determining shareholders entitled to vote atthe meeting is different from the record date for notice of the meeting, any person who becomes a shareholder subsequent to the record date for notice of the meeting andis entitledtovoteat themeeting is entitled to obtain from the corporation uponrequest the notice and any other information provided by the corporation to shareholders in connection with the meeting, unless the corporation has made such information generally available to shareholders by posting iton itsinternet site or by other generally recognized means. Failure ofa corporation to provide such information does not affect the validity of action taken at the meeting. 6. The right of inspection granted by this section shall not be abolished or limited by a corporation’s articles of incorporation or bylaws. 7. This section does not affect any of the following: a. The right ofa shareholderto inspect records undersection 490.720or, iftheshareholder isin 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 and to impose reasonable restrictions as provided in section 490.1604, subsection 3, provided that, in the case of production of records described in subsection 2, at the request of a shareholder, the shareholder has met the requirements of subsection 3. 8. As used in this section, “shareholder” means a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial owner.

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