Article 2. Access To Books And Records; Communication With Stockholders Or Members; Derivative Actions of California Financial Code >> Division 2. >> Chapter 3. >> Article 2.
(a) The register of stockholders or members, the books of
account, and the minutes of an association shall be subject to
inspection upon the written demand of any stockholder or member or
group of stockholders or members at any reasonable time during usual
business hours, for a proper purpose reasonably related to the
stockholder's or member's interest. The right of inspection is
limited to a stockholder, or member, or group of stockholders or
members, who hold of record voting shares having a cost of not less
than one hundred thousand dollars ($100,000), or who hold of record
voting shares constituting not less than 1 percent of the outstanding
voting shares, provided in either case, the stockholder, member, or
group of stockholders or members, have been holders of record of the
voting shares for at least six months before making the written
demand. The right of inspection created by this subdivision shall
extend to the records of each subsidiary of an association subject to
this subdivision and includes the right to make extracts.
(b) Notwithstanding the right of inspection granted in subdivision
(a), no stockholder, member, or group of stockholders or members,
shall have the right to inspect or make extracts of any portion of
any register, book, or minutes of an association containing any of
(1) A list of depositors in or borrowers from the association.
(2) The addresses of depositors or borrowers from the association.
(3) Individual deposit or loan balances or records. "Records" for
the purposes of this paragraph means confidential facts pertaining to
personal financial information about an individual, including, but
not limited to, an individual's credit file and any loan application.
(4) Any data from which any of the information described in
paragraphs (1) to (3), inclusive, could be reasonably constructed.
(c) Each association director shall have the right at any
reasonable time to inspect all books, records, documents of every
kind, and the physical properties of that association. The inspection
may be made in person or by agent or attorney, and the right of
inspection includes the right to make extracts. In the case of
foreign associations the right of inspection extends only to books,
records, documents, and property located in this state.
(d) Savings accountholders who are not stockholders, members, or
directors of an association shall have no right of inspection under
(a) If any member, members, stockholder or stockholders
desire to communicate with other members or stockholders of an
association about any question pending or to be presented for
consideration at a meeting of the members or stockholders, the
association shall furnish upon request a statement of the approximate
number of members or stockholders of the association at the time of
the request, and an estimate of the cost of forwarding the
communication. The requesting member, members, stockholder or
stockholders shall then submit the communication, together with a
sworn statement that the proposed communication is not for any reason
other than the business welfare of the association, to the
commissioner. If after examination of the facts the commissioner
finds it to be appropriate, truthful, and in the best interests of
the association and the association's members or stockholders, the
commissioner shall execute a certificate setting out the facts and
findings and shall forward the certificate together with the
communication to the association and direct that the communication be
prepared and mailed by the association to the members or
stockholders upon the payment to it by those making the request of
the expenses of preparation and mailing.
(b) If the commissioner finds the proposed communication to be
inappropriate, untruthful, or contrary to the best interests of the
association and its members or stockholders, the commissioner may
deny or make other disposition of the request to communicate deemed
proper and shall execute a certificate setting out facts and findings
and deliver it to the party or parties making the request together
with an order denying or making other disposition of the request.
(a) No action may be instituted or maintained in the right of
any association by any savings account holder who is not a
stockholder or member of the association.
(b) An action may be instituted or maintained in the right of an
association by a stockholder or member of that association only if
all the following conditions exist:
(1) The plaintiff alleges in the complaint that the plaintiff was
a registered stockholder or member at the time of the transaction or
any part of it, or that the stock or membership devolved upon the
plaintiff by operation of law from a holder who was a holder at the
time of the transaction or any part of it.
(2) The plaintiff alleges in the complaint with particularity the
efforts of the plaintiff to secure from the board of directors the
desired action and alleges further that the plaintiff has either
informed the association or its board of directors in writing of the
ultimate facts of each cause of action against each defendant
director or delivered to the association or its board of directors a
true copy of the complaint which plaintiff proposes to file, and the
reasons for the plaintiff's failure to obtain the desired action or
the reasons for not making an effort to secure the desired action
from the association.
(3) The commissioner has determined, after a hearing upon at least
20 days' written notice to the association and each of its
directors, that the action is proposed in good faith and that there
is a reasonable probability that the prosecution of the action will
benefit the association and its stockholders or members.
(c) Subdivisions (c), (d), (e), and (f) of Section 800 of the
Corporations Code apply to any actions under this section.
In the case of an association which converts from a mutual
association to a stock association, for a period of up to five years
from the date of conversion, special meetings of the stockholders of
a stock association may be called at any time by the president, or
the board of directors, and shall be called by the president, vice
president, or secretary upon the written request of stockholders
holding of record in the aggregate at least 20 percent of the
outstanding shares of the association, which request shall state the
purpose of the meeting and shall be delivered at the principal office
of the association addressed to the president. The date for any
special meeting called by stockholders shall be set by the board of
directors and shall be not less than 60 nor more than 90 days after
the date of receipt of the request.