                                 CODE OF VIRGINIA

INSPECTION OF RECORDS BY DIRECTORS (§ 13.1-935.1)

A. A director of a corporation is entitled to inspect and copy the books,
records, and documents of the corporation at any reasonable time to the extent
reasonably related to the performance of his duties as a director, including
duties as a member of a committee, but not for any other purpose or in any
manner that would violate any duty to the corporation.

B. The circuit court of the city or county where the corporation&#8217;s
principal office or, if none in the Commonwealth, its registered office is
located may order inspection and copying of the books, records, and documents
upon application of a director who has been refused such inspection rights,
unless the corporation establishes that the director is not entitled to such
inspection rights. The court shall dispose of an application under this
subsection on an expedited basis.

C. If an order is issued, the court may include provisions protecting the
corporation from undue burden or expense and prohibiting the director from using
information obtained upon exercise of the inspection rights in a manner that
would violate a duty to the corporation and may also order the corporation to
reimburse the director for his reasonable costs, including reasonable counsel
fees, incurred in connection with the application if the director proves that
the corporation refused inspection without a reasonable basis for doubt about
the director&#8217;s right to inspect the records demanded.

HISTORY: 2007, c. 925.