Article VIII
Corporate Record, Reports and Seal
Section 8.1 Maintenance of Corporate Records. The corporation shall keep at its principal office:
- Minutes of all meetings of directors, committees of the board and, if this corporation
has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of
these present and the proceedings thereof;
- Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses.
- A record of its members, if any, indicating their names and addresses and, if applicable,
the class of membership held by each member and the termination date of any membership.
- A copy of the corporation’s Articles of Incorporation and By-Laws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.
Section 8.2 Corporate Seal. The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
Section 8.3 Directors’ Inspection Rights. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to
inspect the physical properties of the corporation and shall have such other rights to inspect
the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these By-Laws, and provisions of law.
Section 8.4 Members’ Inspection Rights. All members shall have the following inspection
rights, for a purpose reasonably related to such person’s interest as a member:
- To inspect and copy the record of all members’ names, addresses and voting rights,
at reasonable time, upon written demand on the Secretary of the corporation, which demand shall state the purpose for which the inspection rights are requested.
- To obtain from the Secretary of the corporation, upon written demand on, and payment
of a reasonable charge to, the Secretary of the corporation, a list of the names, addresses and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified
by the member subsequent to the date of demand. The demand shall state the purpose
for which the list is requested. The membership list shall be made within a reasonable
time after the demand is received by the Secretary of the corporation or after the date specified therein as of which the list is to be compiled.
- To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board, upon written demand on the
Secretary of the corporation by the member, for a purpose reasonable related to such person’s interests as a member.
Members shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these
By-Laws, and provisions of law.
Section 8.5 Right to Copy and Make Extracts. Any inspection under the provisions of this
Article may be made in person or by agent or attorney and the right to inspection shall include
the right to copy and make extracts.
Section 8.6 Periodic Report. The Board shall cause any annual or periodic report required
under law to be prepared and delivered to an office of this state or to the members, if any of
this corporation, to be so prepared and delivered within the time limits set by law.
