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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[Section 3058 repealed effective July 1, 2016.]
[Section 3058 repealed effective July 1,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.)