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The 192nd General Court of the Commonwealth of Massachusetts

Section 32: Location of records; stock and transfer records, evidence, exhibition or refusal, court order

Section 32. The original, or attested copies, of the articles of organization, by-laws, and records of all meetings of incorporators and stockholders, and the stock and transfer records, which shall contain the names of all stockholders and the record address and the amount of stock held by each, shall be kept in the commonwealth by every corporation for inspection by its stockholders at its principal office or an office of its transfer agent or of its clerk or of its resident agent. Said copies and records need not all be kept in the same office. The corporation or its transfer agent shall keep all original instructions and copies of all initial transaction statements received or issued with respect to any of its uncertificated shares. Said stock and transfer records, said attested copies and records, said instructions and said copies of initial transaction statements shall be competent evidence in any court in the commonwealth. If any officer or agent of a corporation having charge of such copies or records refuses or neglects to exhibit them in legible form or to produce for examination a list of stockholders with the record address and amount of stock owned by each, he or the corporation shall be liable to any stockholder for all actual damages sustained by reason of such refusal or neglect, but in an action for damages or a proceeding in equity under this section for neglect or refusal to exhibit for inspection the stock and transfer records, it shall be a defence that the actual purpose and reason for the inspection sought are to secure a list of stockholders or other information for the purpose of selling said list or information or copies thereof or of using the same for a purpose other than in the interest of the applicant, as a stockholder, relative to the affairs of the corporation. The supreme judicial or superior court shall have jurisdiction in equity, upon application of a stockholder, to order any or all of said copies or records to be exhibited in legible form to him and to such other stockholders as may become parties to said petition, at such a place and time as may be designated in the order.