(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.
The shareholders' list shall be available for inspection by any shareholder, beginningthe 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, 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. A shareholder or an agent or attorney of the shareholder is entitled on written demand to inspect and, subject to the requirements of section 7-116-102 (3) and the provisions of subsections (2) and (3) of section 7-116-103, to copy the list during regular business hours and during the period it is available for inspection.
The corporation shall make the shareholders' list available at the meeting, and anyshareholder 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 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.
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:
The court shall also order the corporation to pay the shareholder's costs, includingreasonable counsel fees, incurred in obtaining the order;
The court may order the corporation to pay the shareholder for any damages theshareholder incurred; and
The court may grant the shareholder any other remedy afforded the shareholder bylaw.
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.
Failure to prepare or make available the shareholders' list does not affect the validityof 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.