§3058. Member's right to information

Link to law: http://legislature.vermont.gov/statutes/section/11/021/03058
Published: 2015

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The Vermont Statutes Online



Title

11

:
Corporations, Partnerships and Associations






Chapter

021

:
LIMITED LIABILITY COMPANIES






Subchapter

004
:
RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY








[Section 3058 repealed effective July 1, 2016.]

[Section 3058 repealed effective July 1,

2016.]

§

3058. Member's right to information

(a) Each member

or former member, his or her agents or attorneys, has the right, subject to

such reasonable standards, including standards governing what information and

documents are to be furnished and at what time and location, as may be set

forth in the articles of organization, an operating agreement or otherwise

established by the manager or, if there is no manager, then by the members, to

obtain from the company from time to time and upon reasonable demand for any

purpose reasonably related to the member's interest as a member of the limited

liability company during the period in which he or she was a member:

(1) information

regarding the status of the business and the financial condition of the

company;

(2) promptly

after becoming available, a copy of the company's federal, state and local

income tax returns and financial statements, if any, for the three most recent

years or, if such returns and statements were not prepared for any reason,

copies of the information and statements provided to, or which should have been

provided to, the members or the owners of financial rights to enable them to

prepare their federal, state, and local tax returns for such period;

(3) a current

list of the name and last known business, residence or mailing address of each

member and manager;

(4) a copy of

the articles of organization and any operating agreement and all amendments

thereto, together with copies of any written powers of attorney pursuant to

which the articles of organization, operating agreement and all amendments

thereto have been executed;

(5) information

regarding the amount of cash and description and statement of the agreed value

of any other property or services contributed by each member and which each

member has agreed to contribute in the future, and the date on which each

member became a member; and

(6) such other

information regarding the affairs of the limited liability company that is just

and reasonable.

(b) A company

may impose a reasonable charge, limited to the costs of labor and material, for

copies of records or other information furnished under this section.

(c) A company

may maintain its records in other than written form if such form is capable of

conversion into written form within a reasonable time or into an electronic

form that may be prescribed by the Secretary of State.

(d) Any demand

under this section shall:

(1) be in

writing;

(2) be made in

good faith and for a proper purpose; and

(3) describe

with reasonable particularity the purpose and the records or information

desired.

(e) A company

shall furnish to a member and to the legal representative of a deceased member

or member under legal disability:

(1) without

demand, information concerning the company's business or affairs reasonably

required for the proper exercise of the member's rights and duties under the

operating agreement or this chapter; and

(2) on demand,

other information concerning the company's business or affairs, except to the

extent the demand or the information demanded is unreasonable or otherwise

improper under the circumstances.

(f) Failure of

the company to keep or maintain any of the records or information required

pursuant to this section shall not be grounds for imposing liability on any

person for the debts and obligations of the company.

(g) The managers

shall have the right to keep confidential from members who are not managers,

for such period of time as the managers deem reasonable, any information which

the managers reasonably believe to be in the nature of trade secrets or other

information the disclosure of which the managers in good faith believe is not

in the best interest of the company. (Added 1995, No. 179 (Adj. Sess.), § 4;

amended 2007, No. 190 (Adj. Sess.), § 76, eff. June 6, 2008.)
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