Colorado § 7-107-201 - Shareholders' list for meeting.

§ 7-107-201. Shareholders' list for meeting.

(1) After fixing a record date for a shareholders' meeting, the corporation shall prepare a list of the names of all its shareholders who are entitled to be given notice of the meeting. The list shall be arranged by voting groups and within each voting group by class or series of shares, shall be alphabetical within each class or series, and shall show the address of, and the number of shares of each such class and series that are held by, each shareholder.

(2) (a) The shareholders' list must be available for inspection by any shareholder, beginning the earlier of ten days before the meeting for which the list was prepared or two business days after notice of the meeting is given and continuing through the meeting, and any adjournment thereof:

(I) At the corporation's principal office or at a place identified in the notice of the meeting in the city in which the meeting will be held; or

(II) On a reasonably accessible electronic network if the information required to gain access to the list is provided with the notice of the meeting. If the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that the list is available only to shareholders of the corporation.

(b) A shareholder or an agent or attorney of the shareholder is entitled, on written demand, to inspect and, subject to sections 7-116-102 (3) and 7-116-103 (2) and (3), to copy the list during regular business hours and during the period it is available for inspection.

(3) If the meeting is to be held at a place, the corporation shall make the shareholders' list available at the meeting, and any shareholder or an agent or attorney of the shareholder is entitled to inspect the list at any time during the meeting or any adjournment. If the meeting is to be held solely by means of remote communication, the list must also be open to inspection during the meeting on a reasonably accessible electronic network, and the corporation shall provide, with the notice of the meeting, all information required to access the list.

(4) If the corporation refuses to allow a shareholder or an agent or attorney of the shareholder to inspect the shareholders' list before or at the meeting or to copy the list, as permitted by subsection (2) or (3) of this section, the district court for the county in this state in which the street address of the corporation's principal office is located or, if the corporation has no principal office in this state, the district court for the county in which the street address of its registered agent is located or, if the corporation has no registered agent, the district court for the city and county of Denver may, on application of the shareholder, summarily order the inspection or copying of the list at the corporation's expense and may postpone or adjourn the meeting for which the list was prepared until the inspection or copying is complete.

(5) If a court orders inspection or copying of the shareholders' list pursuant to subsection (4) of this section, unless the corporation proves that it refused inspection or copying of the list in good faith because it had a reasonable basis for doubt about the right of the shareholder or the agent or attorney of the shareholder to inspect or copy the shareholders' list:

(a) The court shall also order the corporation to pay the shareholder's costs, including reasonable counsel fees, incurred in obtaining the order;

(b) The court may order the corporation to pay the shareholder for any damages the shareholder incurred; and

(c) The court may grant the shareholder any other remedy afforded the shareholder by law.

(6) If a court orders inspection or copying of the shareholders' list pursuant to subsection (4) of this section, the court may impose reasonable restrictions on the use or distribution of the list by the shareholder.

(7) Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting.

Source: L. 93: Entire article added, p. 769, § 1, effective July 1, 1994. L. 96: (2), (3), and (4) amended, p. 1317, § 19, effective June 1. L. 2003: (2) and (4) amended, p. 2318, § 236, effective July 1, 2004. L. 2021: (2), (3), and (7) amended, (HB 21-1124), ch. 41, p. 167, § 14, effective April 19.

ANNOTATION

Law reviews. For article, "1959 Amendments to the Colorado Corporation Code", see 36 Dicta 489 (1959).

Annotator's note. Since § 7-107-201 is similar to § 7-4-113 as it existed prior to the 1993 recodification of the "Colorado Business Corporation Act", articles 101 to 117 of title 7, cases construing that provision and its predecessors have been included in the annotations to this section.

Corporation elections cannot be stopped to settle questions of legal title, and it is important to the interests of the corporation that their elections should proceed under their own rules and with their own officers. Fehr v. Hadden, 134 Colo. 102, 300 P.2d 533 (1956) (decided under repealed § 31-2-7, CRS 53).