Guilford, CT asked in Business Law for Connecticut

Q: Do shareholders have the right to access Board of Directors Meeting Minutes in the State of Connecticut?

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1 Lawyer Answer
Joseph B. LaRocco
Joseph B. LaRocco
  • Shelton, CT
  • Licensed in Connecticut

A: According to Connecticut General Statutes Sec. 33-946, shareholders of a Connecticut corporation are entitled to inspect the records of the company, including Board of Directors meeting minutes. If the company is uncooperative with a verbal request, then according to Connecticut State Business corporation law, found in Chapter 601 of the Conn Gen. Statutes, the shareholder must give the corporation a signed written notice (at least five business days before the date on which he wishes to inspect and copy) demanding to examine the company's records at the company's principal office. A shareholder may inspect and copy the records only if: (1) His demand is made in good faith and for a proper purpose; (2) he describes with reasonable particularity his purpose and the records he desires to inspect; and (3) the records are directly connected with his purpose.

Sec 33-947(d) allows the corporation to charge a reasonable fee for labor and copies and provides: "(d) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production, reproduction or transmission of the records."

Pursuant to section 33-945, those records include:

(a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.

(b) A corporation shall maintain appropriate accounting records.

(c) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each.

(d) A corporation shall maintain its records in the form of a document, including an electronic record, or in another form capable of conversion into paper form within a reasonable time.

(e) A corporation shall keep a copy of the following records at its principal office: (1) Its certificate of incorporation or restated certificate of incorporation, all amendments to them currently in effect and any notices to shareholders referred to in subsection (l) of section 33-608 regarding facts on which a document is dependent; (2) its bylaws or restated bylaws and all amendments to them currently in effect; (3) resolutions adopted by its board of directors creating one or more classes or series of shares and fixing their relative rights, preferences and limitations, if shares issued pursuant to those resolutions are outstanding; (4) the minutes of all shareholders' meetings and records of all action taken by shareholders without a meeting for the past three years; (5) all written communications to shareholders generally within the past three years, including the financial statements furnished for the past three years under section 33-951; (6) a list of the names and business addresses of its current directors and officers; and (7) its most recent annual report delivered to the Secretary of the State under section 33-953.

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