Inspection Rights of Shareholders
In Tennessee, as in most other jurisdictions, corporations are required to keep a permanent records. These records must include the charter and bylaws of the corporation, the most recent annual report, minutes from shareholder and director meetings, shareholder lists, appropriate accounting records, and various other documentation as required by statute. T.C.A. 48-26-101. Shareholders have the right to inspect and copy some records (charter, bylaws, minutes, and resolutions) on five days notice. T.C.A 48-26-102. Other records, such as shareholder lists and accounting records, must also be provided for review and reproduction upon five days notice by a shareholder, but only if the demand is made in good faith and for a proper purpose. Id. Tennessee Courts have stated that proper purpose exists where the inspection is (1) germane to the inspector's interest as stockholder, (2) proper and lawful in character, and (3) not inimical to the interests of the corporation. State ex rel. Lowell Wiper Supply Co. v. Helen Shop, Inc., 362, S.W.2d 787, 792 (Tenn. 1962).