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