N.D. Cent. Code § 10-19.1-84

10-19.1-84. Books and records - Inspection

1. A corporation shall keep, at the corporation's principal executive office or at another

place or places within the United States determined by the board, a share register not

more than one year old, containing the identities of each shareholder, in alphabetical

or numerical order by class of shares showing the number and classes of shares held

by each shareholder.

a. The list must include each shareholder's:

(1) Physical mailing address, if the identity of a shareholder on the list consists

of the shareholder's name; or

(2) Authorized means of receipt for electronic transmissions, if the identity of a

shareholder on the list consists of the shareholder's data address.

b. A record of shareholders may show both the shareholder's name and data

address.

c. A corporation shall also keep, at the corporation's principal executive office or at

another place or places within the United States determined by the board, a

record of the dates on which certificated or uncertificated shares were issued.

2. A corporation shall keep, at its principal executive office or at another place or places

within the United States determined by the board, and, if its principal executive office

or any such other place is outside of this state, shall make available at its registered

office or at its principal executive office within this state within ten days after receipt by

an officer of the corporation of a written demand for them made by a person described

in subsection 4 or 5, originals or copies of:

a. Records of all proceedings of shareholders for the last three years;

b. Records of all proceedings of the board for the last three years;

c. Its articles and all amendments currently in effect;

d. Its bylaws and all amendments currently in effect;

e. Financial statements required by section 10-19.1-85 and the financial statement

for the most recent interim period prepared in the course of the operation of the

corporation for distribution to the shareholders or to a governmental agency as a

matter of public record;

f. Reports made to shareholders generally within the last three years;

g. A statement of the identities and usual business addresses of its directors and

principal officers;

h. Voting trust agreements and beneficial interests owner's list described in section

10-19.1-81;

i. Shareholder control agreements described in section 10-19.1-83; and

j. A copy of agreements, contracts, or other arrangements or portions of them

incorporated by reference under subsection 8 of section 10-19.1-10.

3. A corporation shall keep appropriate and complete financial records.

4. A shareholder or a holder of a voting trust certificate of a corporation that is not a

publicly held corporation has an absolute right, upon written demand, to examine and

copy, in person or by a legal representative, at any reasonable time, and the

corporation shall make available within ten days after receipt by an officer of the

corporation of the written demand:

a. The share register; and

b. All records referred to in subsection 2.

5. A shareholder or a holder of a voting trust certificate of a corporation that is not a

publicly held corporation has a right, upon written demand, to examine and copy, in

person or by a legal representative, other corporate records at any reasonable time

only if the shareholder, beneficial owner, or holder of a voting trust certificate

demonstrates a proper purpose for the examination.

6. A shareholder, beneficial owner, or holder of a voting trust certificate of a publicly held

corporation has, upon written demand stating the purpose and acknowledged or

verified in the manner provided in chapter 44-06.1, a right at any reasonable time to

examine and copy the corporation's share register and other corporate records

reasonably related to the stated purpose and described with reasonable particularity in
l owner, or holder of a voting trust certificate of a publicly held

corporation has, upon written demand stating the purpose and acknowledged or

verified in the manner provided in chapter 44-06.1, a right at any reasonable time to

examine and copy the corporation's share register and other corporate records

reasonably related to the stated purpose and described with reasonable particularity in

the written demand upon demonstrating the stated purpose to be a proper purpose.

The acknowledged or verified demand must be directed to the corporation at its

registered office in this state or at its principal place of business.

7. For purposes of subsections 5 and 6, a "proper purpose" is one reasonably related to

the person's interest as a shareholder, beneficial owner, or holder of a voting trust

certificate of the corporation.

8. On application of the corporation, a court in this state may issue a protective order

permitting the corporation to withhold portions of the records of proceedings of the

board for a reasonable period of time, not to exceed twelve months, in order to prevent

premature disclosure of confidential information which would be likely to cause

competitive injury to the corporation. A protective order may be renewed for

successive reasonable periods of time, each not to exceed twelve months and in total

not to exceed thirty-six months, for good cause shown. If a protective order is issued,

the statute of limitations for any action which the shareholder, beneficial owner, or

holder of a voting trust certificate might bring as a result of information withheld

automatically extends for the period of delay. If the court does not issue a protective

order with respect to any portion of the records of proceedings as requested by the

corporation, it shall award reasonable expenses, including attorney's fees and

disbursements, to the shareholder, beneficial owner, or holder of a voting trust

certificate. This subsection does not limit the right of a court to grant other protective

orders or impose other reasonable restrictions on the nature of the corporate records

that may be copied or examined under this subsection and subsection 9 or the use or

distribution of the records by the demanding shareholder, beneficial owner, or holder of

a voting trust certificate.

9. A shareholder, beneficial owner, or holder of a voting trust certificate who has gained

access under subsection 8 to any corporate record, including the share register, may

not use, or furnish to another for use, the corporate record or a portion of the contents

for any purpose other than a proper purpose. Upon application of the corporation, a

court may issue a protective order or order other relief as may be necessary to enforce

the provisions of this subsection.

10. Copies of the share register and all records referred to in subsection 2, if required to

be furnished under this section, must be furnished at the expense of the corporation.

In all other cases, the corporation may charge the requesting party a reasonable fee to

cover the expenses of providing the copy.

11. The records maintained by a corporation, including its share register, financial records,

and minute books, may be retained on, or by means of, or be in the form of any

information storage device or method, including, punched holes, printed, magnetized

spots, microimages, or any one or more distributed or other electronic networks or

databases provided the records are retained in written form or in another form that can

be converted into written form within a reasonable time, is legible visually and whose

contents are assembled by related subject matter to permit convenient use by people

in the normal course of business. A corporation shall convert the records referred to in

subsection 4 upon the request of a person entitled to inspect them, and the expense of

the conversion shall be borne by the person who bears the expense of copying
orm within a reasonable time, is legible visually and whose

contents are assembled by related subject matter to permit convenient use by people

in the normal course of business. A corporation shall convert the records referred to in

subsection 4 upon the request of a person entitled to inspect them, and the expense of

the conversion shall be borne by the person who bears the expense of copying

pursuant to subsection 10. A copy of the conversion is admissible in evidence, and

must be accepted for all other purposes, to the same extent as the existing or original

records would be if they were legible visually.