(1) A member of a corporation is entitled to inspect and copy, during regular business hours at the corporation’s principal office or at a reasonable location specified by the corporation, any of the records of the corporation described in s. 617.1601(1), excluding minutes of meetings of, and records of actions taken without a meeting by, the corporation’s board of directors and any committee of the corporation, if the member delivers to the corporation written notice of the member’s demand at least 5 business days before the date on which the member wishes to inspect and copy. (2) A member 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 member meets the requirements of subsection (3) and gives the corporation written notice of the member’s demand at least 5 business days before the date on which the member wishes to inspect and copy:(a) Excerpts 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. 617.1601(1)(d); (b) Accounting records of the corporation;
(c) The record of members maintained in accordance with s. 617.1601(3); and (d) Any other books and records.
(3) A member may inspect and copy the records described in subsection (2) only if:(a) The member’s demand is made in good faith and for a proper purpose;
(b) The member’s demand describes with reasonable particularity the member’s purpose and the records the member desires to inspect; and
(c) The records are directly connected with the member’s purpose.
(4) The 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).
(5) For any meeting of members for which the record date for determining members entitled to vote at the meeting is different than the record date for notice of the meeting, any person who becomes a member after 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 members in connection with the meeting, unless the corporation has made such information generally available to members 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.
(6) The right of inspection granted by this section may not be abolished or limited by a corporation’s articles of incorporation or bylaws.
(7) This section does not affect:(a) The right of a member in litigation with the corporation to inspect and copy records to the same extent as any other litigant; or
(b) The 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. 617.1604(3), provided that, in the case of production of records described in subsection (2) at the request of the member, the member has met the requirements of subsection (3). (8) A 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 member has within 2 years preceding the member’s demand sold or offered for sale any list of members of the corporation or any other corporation, has aided or abetted any person in procuring any list of members 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.
(9) A member 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.
(10) Without consent of the board of directors, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member’s interest as a member. Without limiting the foregoing, without the consent of the board, a membership list or any part thereof may not be:(a) Used to solicit money or property unless the money or property will be used solely to solicit the votes of the members;
(b) Used for any commercial purpose; or
(c) Sold to or purchased by any person.
(11) For purposes of this section, the term “member” includes a beneficial owner whose beneficial interest is held in a voting trust or by a nominee on the individual’s behalf.
(12) For purposes of this section, a “proper purpose” means a purpose reasonably related to such person’s interest as a member.
(13) The rights of a member to obtain records under subsections (1) and (2) apply to the records of subsidiaries of the corporation.
