Alabama § 10A-2A-7.20 - Stockholders’ List for Meeting.

§ 10A-2A-7.20. Stockholders’ List for Meeting.

(a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its stockholders who are entitled to notice of the stockholders’ meeting. If the board of directors fixes a different record date under Section 10A-2A-7.07(e) to determine the stockholders entitled to vote at the meeting, a corporation also shall prepare an alphabetical list of the names of all its stockholders who are entitled to vote at the meeting. Each list must be arranged by voting group (and within each voting group by class or series of stock) and contain the address of, and number and class or series of shares of stock held by, each stockholder, and if the notice or other communications regarding the meeting have been or will be sent by the corporation to a stockholder by electronic mail or other electronic transmission, the electronic mail or other electronic transmission address of that stockholder.

(b) The list of stockholders entitled to notice and to vote shall be available for inspection by any stockholder no later than the tenth day before each meeting of stockholders; provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date. The list shall be available (i) at the corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held or (ii) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting. In the event that the corporation determines to make a list of stockholders available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. A stockholder, or the stockholder’s agent or attorney, is entitled on written demand to inspect and, subject to the requirements of Section 10A-2A-16.02(c), to copy a list of stockholders, during regular business hours and at the stockholder’s expense, during the period it is available for inspection. A corporation may satisfy the stockholder’s right to copy a list of stockholders by furnishing a copy in the manner described in Section 10A-2A-16.03(b). A stockholder and the stockholder’s agent or attorney who inspects or is furnished a copy of a list of stockholders under this subsection (b) or who copies the list under this subsection (b) may use the information on that list only for purposes related to the meeting and its subject matter and must keep the information on that list confidential.

(c) If the corporation refuses to allow a stockholder, or the stockholder’s agent or attorney, to inspect a list of stockholders before the meeting or any adjournment (or copy a list as permitted by subsection (b)), the designated court, and if none, the circuit court for the county in which the corporation’s principal office is located in this state, and if none in this state, the circuit court for the county in which the corporation’s most recent registered office is located, on application of the stockholder, 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.

(d) Refusal or failure to prepare or make available a list of stockholders does not affect the validity of action taken at the meeting.

(e) The stock transfer records of the corporation shall be prima facie evidence as to who are the stockholders entitled to examine the stockholders’ list or transfer records or to vote at any meeting of stockholders.