O.C.G.A. § 14-3-1604 (2019)
Court-ordered inspection
(a) If a corporation does not allow a member who complies with subsection (b) of Code Section 14-3-1602 to inspect and copy any records required by that subsection to be available for inspection, the superior court may summarily order inspection and copying of the records demanded at the corporation’s expense upon application of the member.
(b) If a corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with subsections (b) and (c) of Code Section 14-3-1602 may apply to the superior court for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.
(c) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the member’s costs (including reasonable attorneys’ fees) incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member to inspect the records demanded.
(d) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member.
History
(Code 1981, § 14-3-1604, enacted by Ga. L. 1991, p. 465, § 1.)
Annotations
Code Commission notes. - Pursuant to Code Section 28-9-5, in 1991, ‘‘of ’’ was inserted preceding ‘‘Code Section’’ in subsection (a).
Law reviews. - For article, ‘‘2008 Annual Review of Case Law Development,’’ see 14 (No. 6) Ga. St. B. J. 28 (2009).
JUDICIAL DECISIONS Reasonable time required for corporation to respond to request. - Proceedings violated a nonprofit corporation’s
due process rights when the court signed an order allowing a member of the corporation access to corporate records without
CORPORATIONS & PARTNERSHIPS
giving the corporation a reasonable opportunity to prepare and present defenses to the demand for inspection. Westbury Square Townhouses Ass’n v. Bryan, 223 Ga. App. 885, 479 S.E.2d 190 (1996). Costs. - Under O.C.G.A. § 14-3-1604(c), plaintiff ’s recovery is limited to those fees and expenses incurred to obtain the relief sought; it is not a blanket provision to obtain all fees. Park Ridge Condo. Ass’n, Inc. v. Callais, 290 Ga. App. 875, 660 S.E.2d 736 (2008). After trial court ordered condominium association to allow a member to inspect and copy records, it was error to award the member all attorney fees and expenses under O.C.G.A. § 14-3-1604(c); member was entitled only to those expenses and fees directly incurred in obtaining the order allowing the member to inspect and copy the records. Park Ridge Condo. Ass’n, Inc. v. Callais, 290 Ga. App. 875, 660 S.E.2d 736 (2008). Discretion of trial court. - In ruling
on an application pursuant to O.C.G.A. § 14-3-1604 to inspect and copy the books of a nonprofit corporation, the trial court has much discretion to determine whether the purpose named is a proper one and its findings with respect to whether an applicant has shown a proper purpose must stand unless it is clearly erroneous. Parker v. Clary Lakes Rec. Ass’n, 243 Ga. App. 681, 534 S.E.2d 154 (2000). Authority of court to order inspection. - Trial court properly dismissed the tobacco farmers’ claim for an equitable accounting of a tobacco cooperative because it was undisputed that that the tobacco cooperative was a foreign corporation organized under North Carolina law and, therefore, the trial court lacked the authority to order an inspection of the tobacco cooperative’s records. Rigby v. Flue-Cured Tobacco Coop. Stabilization Corp., 327 Ga. App. 29, 755 S.E.2d 915 (2014).