1(1) 2A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation’s principal office, any of the records of the corporation described in s. 32607.1601(1), 33excluding minutes of meetings of, and records of actions taken without a meeting by, the corporation’s board of directors and any board committees of the corporation established under s. 62607.0825, 63if the shareholder gives the corporation written notice of the shareholder’s demand at least 5 business days before the date on which the shareholder wishes to inspect and copy. 92(2) 93A shareholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (3) and gives the corporation written notice of the shareholder’s demand at least 5 business days before the date on which the shareholder wishes to inspect and copy:160(a) 161Excerpts from minutes of any meeting of, or records of any actions taken without a meeting by, the corporation’s board of directors and board committees of the corporation maintained in accordance with s. 194607.1601(1); 195(b) 196The financial statements of the corporation maintained in accordance with s. 207607.1601(2); 208(c) 209Accounting records of the corporation;
214(d) 215The record of shareholders maintained in accordance with s. 224607.1601(4); 225and 226(e) 227Any other books and records.
232(3) 233A shareholder may inspect and copy the records described in subsection (2) only if:247(a) 248The shareholder’s demand is made in good faith and for a proper purpose;
261(b) 262The shareholder’s demand describes with reasonable particularity the shareholder’s purpose and the records the shareholder desires to inspect; and
281(c) 282The records are directly connected with the shareholder’s purpose.
291(4) 292The corporation may impose reasonable restrictions on the disclosure, use, or distribution of, and reasonable obligations to maintain the confidentiality of, records described in subsection (2).
318(5) 319For any meeting of shareholders for which the record date for determining shareholders entitled to vote at the meeting is different than the record date for notice of the meeting, any person who becomes a shareholder subsequent to the record date for notice of the meeting and is entitled to vote at the meeting is entitled to obtain from the corporation upon request the notice and any other information provided by the corporation to shareholders in connection with the meeting, unless the corporation has made such information generally available to shareholders by posting it on its website or by other generally recognized means. Failure of a corporation to provide such information does not affect the validity of action taken at the meeting.
441(6) 442The right of inspection granted by this section may not be abolished or limited by a corporation’s articles of incorporation or bylaws.
464(7) 465This section does not affect:470(a) 471The right of a shareholder to inspect and copy records under s. 483607.0720 484or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or 503(b) 504The power of a court, independently of this chapter, to compel the production of corporate records for examination and to impose reasonable restrictions as provided in s. 531607.1604(3), 532provided that, in the case of production of records described in subsection (2) at the request of the shareholder, the shareholder has met the requirements of subsection (3). 560(8) 561A corporation may deny any demand for inspection made pursuant to subsection (2) if the demand was made for an improper purpose, or if the demanding shareholder has within 2 years preceding his, her, or its demand sold or offered for sale any list of shareholders of the corporation or any other corporation, has aided or abetted any person in procuring any list of shareholders for any such purpose, or has improperly used any information secured through any prior examination of the records of the corporation or any other corporation.
651(9) 652A shareholder may not sell or otherwise distribute any information or records inspected under this section, except to the extent that such use is for a proper purpose as defined in subsection (11).
685(10) 686For purposes of this section, the term “shareholder” means a record shareholder, a beneficial shareholder, or an unrestricted voting trust beneficial owner.
708(11) 709For purposes of this section, a “proper purpose” means a purpose reasonably related to such person’s interest as a shareholder.
729(12) 730The rights of a shareholder to obtain records under subsections (1) and (2) shall also apply to the records of subsidiaries of the corporation.
