O.C.G.A. § 14-3-1602 (2019)
Members’ right to copy and inspect records
(a) A corporation shall keep a copy of the following records:
(1) Its articles or restated articles of incorporation and all amendments to them currently in effect;
(2) Its bylaws or restated bylaws and all amendments to them currently in effect;
(3) Resolutions adopted by either its members or board of directors increasing or decreasing the number of directors or the classification of directors, or relating to the characteristics, qualifications, rights, limitations, and obligations of members or any class or category of members;
(4) Resolutions adopted by either its members or board of directors relating to the characteristics, qualifications, rights, limitations, and obligations of members or any class or category of members;
(5) The minutes of all meetings of members, executed waivers of notice of meetings, and executed consents, delivered in writing or by electronic transmission, evidencing all actions taken or approved by the members without a meeting, for the past three years;
(6) All communications in writing or by electronic transmission to members generally within the past three years, including the financial statements furnished for the past three years under Code Section 14-3-1620;
(7) A list of the names and business or home addresses of its current directors and officers; and
(8) Its most recent annual registration delivered to the Secretary of State under Code Section 14-3-1622.
(b) A member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in subsection (a) of this Code section if the member gives the corporation written notice or a written demand at least five business days before the date on which the member wishes to inspect and copy.
(c) A member is entitled to inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (d) of this Code section and gives the corporation written notice at least five business days before the date on which the member wishes to inspect and copy:
(1) Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the members, and records of action taken by the members or the board of directors without a meeting, to the extent not subject to inspection under subsection (a) of this Code section;
(2) Accounting records of the corporation; and
(3) Subject to Code Section 14-3-1605, the membership list.
(d) A member may inspect and copy the records identified in subsection (c) of this Code section only if:
(1) The member’s demand is made in good faith and for a proper purpose that is reasonably relevant to the member’s legitimate interest as a member;
CORPORATIONS & PARTNERSHIPS
(2) The member describes with reasonable particularity the purpose and the records the member desires to inspect;
(3) The records are directly connected with this purpose; and
(4) The records are to be used only for the stated purpose.
(e) This Code section does not affect:
(1) The right of a member to inspect records under Code Section 14-3-720 or, if the member is in litigation with the corporation, to the same extent as any other litigant; or
(2) The power of a court, independently of this chapter, to compel the production of corporate records for examination.
History
(Code 1981, § 14-3-1602, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 62.)
Annotations
COMMENT This section is based on the Model Act and on its Business Code counterpart. The records that must be maintained differ. In addition, the inspection and copying contemplated under subsection (b) and (c) is to be at a reasonable time and location specified by the corporation. The Business Code counterpart provides for inspection and copying ‘‘during regular business hours at the corporation’s principal office.’’ JUDICIAL DECISIONS Documents prepared by the attorney for a property association were not among the records a member of the association had an automatic right to inspect and copy. McLean v. Turtle Cove Property Ass’n, 222 Ga. App. 709, 475 S.E.2d 718 (1996). Failure to prove proper purpose. - Plaintiff, who applied to the superior court under O.C.G.A. § 14-3-604 for an order directing defendant association to produce documents falling under O.C.G.A. § 14-3-1602(c) ‘‘for the purpose of determining the performance of man-
agement and the condition of the corporation’’, failed to sufficiently demonstrate that the documents sought were being sought for a proper purpose and not as an attempt to obtain discovery for plaintiff ’s lawsuit against defendant after the expiration of the discovery period. Parker v. Clary Lakes Rec. Ass’n, 243 Ga. App. 681, 534 S.E.2d 154 (2000). Cited in Greer v. Davis, 244 Ga. App. 317, 534 S.E.2d 853 (2000); Park Ridge Condo. Ass’n, Inc. v. Callais, 290 Ga. App. 875, 660 S.E.2d 736 (2008).