(1) A corporation, upon a member’s written demand, shall furnish that member its latest annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliates, as appropriate, and which include a balance sheet as of the end of the fiscal year and a statement of operations for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on such basis.
(2) A corporation must deliver or make available the latest annual financial statements to such member within 5 business days after the request if the annual financial statements have already been prepared and are available. If the annual financial statements have not been prepared for the fiscal year requested, the corporation must notify the member within 5 business days that the annual financial statements have not yet been prepared and must deliver or make available such annual financial statements to the member within 60 days after the corporation receives the request, or within such additional time thereafter as is reasonably necessary to enable the corporation to prepare its annual financial statements if, for reasons beyond the corporation’s control, it is unable to prepare its annual financial statements within the prescribed period.
(3) A corporation may fulfill its responsibilities under this section by delivering the specified annual financial statements by posting the specified annual financial statements on its website or by any other generally recognized means.
(4) Notwithstanding subsections (1), (2), and (3):(a) As a condition to delivering or making available annual financial statements to any requesting member, the corporation may require the requesting member to agree to reasonable restrictions on the confidentiality, use, and distribution of such annual financial statements; and
(b) The corporation may, if it reasonably determines that the member’s request is not made in good faith or for a proper purpose, decline to deliver or make available such annual financial statements to that member.
(5) If a corporation does not respond to a member’s request for annual financial statements pursuant to this section within the applicable period specified in subsection (2), all of the following apply:(a) The requesting member may apply to the circuit court in the applicable county for an order requiring delivery of or access to the requested annual financial statements. The court shall dispose of an application under this subsection on an expedited basis.
(b) If the court orders delivery or access to the requested annual financial statements, it may impose reasonable restrictions on their confidentiality, use, or distribution.
(c) In such proceeding, if the corporation has declined to deliver or make available such annual financial statements because the member had been unwilling to agree to restrictions proposed by the corporation on the confidentiality, use, and distribution of such financial statements, the corporation has the burden of demonstrating that the restrictions proposed by the corporation were reasonable.
(d) In such a proceeding, if the corporation has declined to deliver or make available such annual financial statements pursuant to this section, the corporation has the burden of demonstrating that it reasonably determined that the member’s request was not made in good faith or for a proper purpose.
(6) If the court orders delivery or access to the requested annual financial statements, it shall order the corporation to pay the member’s expenses, including reasonable attorney fees, incurred to obtain such order unless the corporation establishes that it had refused delivery or access to the requested annual financial statements because the member had refused to agree to reasonable restrictions on the confidentiality, use, or distribution of the annual financial statements or that the corporation had reasonably determined that the member’s request was not made in good faith or for a proper purpose.
