2023 New York Laws › NPC - Not-For-Profit Corporation › Article 13 - Foreign Corporations › 1316 - Record of Members.

§ 1316. Record of members.
(a) Any resident of this state who shall have been a member of record,
for  at  least six months immediately preceding his demand, of a foreign
corporation conducting activities in this state, or any resident of this
state authorized in writing by at least five  percent  of  the  members,
entitled  to  vote, of the foreign corporation, upon at least five days'
written demand may require such foreign corporation to produce a  record
of its members setting forth the names and addresses of all members, the
number and class of capital certificates held by each and the dates when
they  respectively  became  the owners of record thereof, and shall have
the right to examine in person or by agent or attorney at the office  of
the  foreign  corporation in this state or at the office of its transfer
agent or registrar in this state or at such other place in any county in
this state in which the foreign corporation is conducting activities  as
may  be  designated by the foreign corporation during the usual business
hours, a record of members or an exact copy of  the  record  of  members
certified  as  correct by the corporate officer or agent responsible for
keeping or producing such record and to make extracts therefrom. In  the
case  of  a  foreign corporation having shares, a record of shareholders
shall for the purpose of  this  section  be  regarded  as  a  record  of
members,  and  holders  of  voting  trust certificates representing such
shares shall for the purpose of this section be regarded as members.
(b) An examination authorized by paragraph (a) may be denied  to  such
member  or  other  person  upon  his  refusal  to furnish to the foreign
corporation or its transfer agent or registrar an  affidavit  that  such
inspection  is  not desired for a purpose which is in the interests of a
business or object other than the activities of the foreign  corporation
and  that  such member or other person has not within five years sold or
offered for sale any list or record of members of any corporation of any
kind, whether or not formed under the laws of this state,  or  aided  or
abetted  any  person in procuring any such list or record of members for
any such purpose.
(c) Upon refusal by the foreign corporation or by an officer or  agent
of  the  foreign  corporation to produce for examination or to permit an
examination of the record of members  as  herein  provided,  the  person
making  the  demand  for  production  and  examination  may apply to the
supreme court in the judicial district where the office of  the  foreign
corporation  within this state is located, upon such notice as the court
may direct, for an order directing the foreign corporation, its  officer
or  agent,  to  show  cause why an order should not be granted directing
such production and permitting such examination by the  applicant.  Upon
the  return  day  of  the  order to show cause, the court shall hear the
parties summarily, by affidavit or otherwise, and if it appears that the
applicant is qualified and entitled to such examination, the court shall
grant an order compelling such production for examination  and  awarding
such further relief as to the court may seem just and proper.
(d)  Nothing  herein  contained  shall  impair  the power of courts to
compel the  production  for  examination  of  the  books  of  a  foreign
corporation.   The record of members specified in paragraph (a) shall be
prima facie evidence of  the  facts  therein  stated  in  favor  of  the
plaintiff  in  any  action  or  special  proceeding against such foreign
corporation or any of its officers, directors or members.