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| 1 | AN ACT concerning business.
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| 2 | Be it enacted by the People of the State of Illinois,
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| 3 | represented in the General Assembly:
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| 4 | Section 5. The Business Corporation Act of 1983 is amended | ||||||
| 5 | by changing Section 7.75 as follows:
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| 6 | (805 ILCS 5/7.75) (from Ch. 32, par. 7.75)
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| 7 | Sec. 7.75. Corporate records - Examination by | ||||||
| 8 | shareholders. (a)
Each corporation shall keep correct and | ||||||
| 9 | complete financial records
books and records of
account and | ||||||
| 10 | shall also keep minutes of the proceedings of its
shareholders | ||||||
| 11 | and board of directors and committees thereof; and shall keep
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| 12 | at its registered
office or principal place of business in this | ||||||
| 13 | State, or at the office of
a transfer agent or registrar in | ||||||
| 14 | this State, a record of its
shareholders, giving the names and | ||||||
| 15 | addresses of all shareholders and the
number and class of the | ||||||
| 16 | shares held by each.
A record of shareholders certified by an | ||||||
| 17 | officer or transfer agent shall
be competent evidence in all | ||||||
| 18 | courts of this State.
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| 19 | (b) Any person who is a shareholder of record shall have | ||||||
| 20 | the right to
examine, in person or by agent, at any reasonable | ||||||
| 21 | time or times, the corporation's
financial records
books and | ||||||
| 22 | records of account, minutes,
voting trust agreements filed with | ||||||
| 23 | the corporation and record of shareholders,
and to make | ||||||
| 24 | extracts therefrom, but only for a proper purpose. In order
to | ||||||
| 25 | exercise this right, a shareholder must make written demand | ||||||
| 26 | upon the
corporation, stating with particularity the records | ||||||
| 27 | sought to be examined
and the purpose therefor.
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| 28 | (c) If the corporation refuses examination, the | ||||||
| 29 | shareholder may file suit
in the circuit court of the county in | ||||||
| 30 | which either the registered agent
or principal office of the | ||||||
| 31 | corporation is located to compel by mandamus
or otherwise such | ||||||
| 32 | examination as may be proper. If a shareholder seeks
to examine | ||||||
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| 1 | financial records
books or records of account the burden of | ||||||
| 2 | proof is upon the shareholder
to establish a proper purpose. If | ||||||
| 3 | the purpose is to examine minutes or
the record of shareholders | ||||||
| 4 | or a voting trust agreement, the burden of proof
is upon the | ||||||
| 5 | corporation to establish that the shareholder does not have
a | ||||||
| 6 | proper purpose.
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| 7 | (d) Any officer, or agent, or a corporation which shall | ||||||
| 8 | refuse to allow
any shareholder or his or her agent so to | ||||||
| 9 | examine and make extracts from
its financial records
books and | ||||||
| 10 | records of accounts, minutes and records
of shareholders, for | ||||||
| 11 | any proper purpose, shall be liable to such shareholder,
in a | ||||||
| 12 | penalty of up to ten per cent of the value of the shares owned | ||||||
| 13 | by such
shareholder, in addition to any other damages or remedy | ||||||
| 14 | afforded him or
her by law. It shall be a defense to any action | ||||||
| 15 | for penalties under this Section
that the person suing therefor | ||||||
| 16 | has within two years sold or offered for
sale any list of | ||||||
| 17 | shareholders of such corporation or any other corporation
or | ||||||
| 18 | has aided or abetted any person in procuring any list of | ||||||
| 19 | shareholders for any such
purpose, or has improperly used any | ||||||
| 20 | information secured through any prior
examination of the | ||||||
| 21 | financial records
books and records of account, or minutes, or | ||||||
| 22 | records of
shareholders of such corporation or any other | ||||||
| 23 | corporation.
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| 24 | (e) Upon the written request of any shareholder of a | ||||||
| 25 | corporation, the
corporation shall mail to such shareholder | ||||||
| 26 | within 14 days after
receipt of such request a balance sheet as | ||||||
| 27 | of the close of its latest
fiscal year and a profit and loss | ||||||
| 28 | statement for such fiscal year;
provided that if such request | ||||||
| 29 | is received by the corporation before such
financial statements | ||||||
| 30 | are available, the corporation shall mail such
financial | ||||||
| 31 | statements within 14 days after they become available,
but in | ||||||
| 32 | any event within 120 days after the close of its
latest fiscal | ||||||
| 33 | year.
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| 34 | (Source: P.A. 84-924.)
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