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Shareholder Rights to Corporate Records
in California
Since Farmer Brothers is incorporated and located in
California, reference should be made to
Section 1601 of the
California Corporations Code for its definition of shareholder rights to
examine the company's business records, and to
Sections 1603-5 relating to the enforcement of those rights, copied below:
1601. (a) The accounting books and records and
minutes of
proceedings of the shareholders and the board and committees of the
board of any domestic corporation, and of any foreign corporation
keeping any such records in this state or having its principal
executive office in this state, shall be open to inspection upon the
written demand on the corporation of any shareholder or holder of a
voting trust certificate at any reasonable time during usual business
hours, for a purpose reasonably related to such holder's interests
as a shareholder or as the holder of such voting trust certificate.
The right of inspection created by this subdivision shall extend to
the records of each subsidiary of a corporation subject to this
subdivision.
(b) Such inspection by a shareholder or holder of a voting trust
certificate may be made in person or by agent or attorney, and the
right of inspection includes the right to copy and make extracts.
The right of the shareholders to inspect the corporate records may
not be limited by the articles or bylaws.
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1603. (a) Upon refusal of a lawful demand for
inspection, the
superior court of the proper county, may enforce the right of
inspection with just and proper conditions or may, for good cause
shown, appoint one or more competent inspectors or accountants to
audit the books and records kept in this state and investigate the
property, funds and affairs of any domestic corporation or any
foreign corporation keeping records in this state and of any
subsidiary corporation thereof, domestic or foreign, keeping records
in this state and to report thereon in such manner as the court may
direct.
(b) All officers and agents of the corporation shall produce to
the inspectors or accountants so appointed all books and documents in
their custody or power, under penalty of punishment for contempt of
court.
(c) All expenses of the investigation or audit shall be defrayed
by the applicant unless the court orders them to be paid or shared by
the corporation.
1604. In any action or proceeding under Section 1600 or Section
1601, if the court finds the failure of the corporation to comply
with a proper demand thereunder was without justification, the court
may award an amount sufficient to reimburse the shareholder or holder
of a voting trust certificate for the reasonable expenses incurred
by such holder, including attorneys' fees, in connection with such
action or proceedings.
1605. If any record subject to inspection pursuant to this chapter
is not maintained in written form, a request for inspection is not
complied with unless and until the corporation at its expense makes
such record available in written form.
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