11A V.S.A. § 7.20

(a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list must be arranged by voting group (and within each voting group by class or series of shares) and show the address of and number of shares held by each shareholder.

(b) The shareholders' list must be made available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder of record and entitled to vote at that meeting, his or her agent, or attorney is entitled on written demand to inspect and, subject to the requirements of subsection 16.02(c) of this title, to copy the list, during regular business hours and at his or her expense, during the period it is available for inspection.

(c) The corporation shall make the shareholders' list available at the meeting, and any shareholder of record and entitled to vote at that meeting, his or her agent, or attorney is entitled to inspect the list at any time during the meeting or at any adjournment.

(d) If the corporation refuses to allow a shareholder of record and entitled to vote at that meeting, his or her agent, or attorney to inspect the shareholders' list before or at the meeting (or copy the list as permitted by subsection (b) of this section), the superior court of a county where a corporation's principal office (or if none in this State, its registered office) is located, on application of the shareholder, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.

(e) Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting, unless a shareholder, or his or her agent or attorney objects on the record or in writing to such refusal or failure prior to such action having been taken. In the event of such refusal or failure, and such objection, the action taken at the meeting shall be negated unless:

(1) the meeting is recessed for a period of not less than five days after the list is made available to the objecting party; or

(2) the corporation petitions and the superior court declares that the corporation's refusal or failure is in accordance with the law.