17:9A-97. Inspection of books and records

A. Every bank shall keep books and records of account and minutes of the proceedings of its stockholders, board of directors, and executive committee if any. The bank shall keep at its principal office, or at the office of its transfer agent in this State, a record or records containing the names and addresses of all stockholders, the number class and series of shares held by each and the dates when they respectively became the owners of record thereof. Any of the foregoing books, minutes or records may be in written form or in any other form capable of being converted into written form within a reasonable time. A bank shall convert into written form without charge any such records not in such form at the written request of any person entitled to inspect them. Any person who has been a stockholder of record of a bank for at least 6 months immediately preceding his demand, or any person holding, or so authorized in writing by the holders of, at least 5% of the outstanding stock of a bank, upon at least 5 days' written demand shall have the right for any proper purpose to examine in person or by agent or attorney, during usual business hours, its minutes of the proceedings of its stockholders and record of stockholders and to make extracts therefrom at the place where such minutes and record are kept.

B. A stockholder whose demand has been refused by a bank may apply to the commissioner for an order directing the bank to permit such an examination or the making of such an extract. The application to the commissioner shall be in duplicate, shall be verified, and shall state the stockholder's name and address; the number of shares held by him; the name and address of counsel representing him, if any; the name and address of the principal office of the bank; and the reason for the demand for such examination or for the making of such extract. If, upon reading the application, the commissioner shall be satisfied that the purpose for which it is made is a proper one and is made in good faith, he shall, within 5 days after the receipt of the demand, mail a copy thereof to the bank, together with an order directing the bank to show cause why the demand should not be allowed. The commissioner shall, within the same period, mail a copy of the order to show cause to the demanding stockholder.

C. The order to show cause shall be returnable before the commissioner not less than 5 and not more than 10 days after its date, and, upon the return day, the commissioner shall hear such evidence and consider such arguments of the parties or their counsel as he shall deem necessary to a fair and equitable determination. The commissioner shall, within 5 days from the return day of the order to show cause, make an order allowing or denying the demand, as the case may be, and he shall, within the same period, mail a copy of his order to the stockholder and to the bank. If, from an inspection of the demand, the commissioner shall be satisfied that it is not made for a proper purpose or is not made in good faith, he shall forthwith make and mail to the stockholder an order denying the demand, stating his reasons for such denial.

D. The commissioner may, in his discretion, in lieu of ordering the bank to permit such examination or the making of such extract, require the bank to prepare envelopes addressed to the stockholders, to be mailed by the bank after the insertion therein of such matters as the stockholder shall furnish the bank after first having obtained approval by the commissioner of the sending of such matter. The cost of the preparation of such matter and the expense of mailing shall be borne by the stockholder unless the commissioner shall, in his discretion, and upon good cause shown, direct that the expense be borne by the bank.

E. Any order of the commissioner other than an order to show cause, made pursuant to this section, shall be subject to review, hearing and relief in the Superior Court in a proceeding in lieu of prerogative writ. The commissioner's failure to act within the periods limited by this section shall be deemed to be a final order denying the application.

F. Nothing herein contained shall impair the power of any court, upon proof by a stockholder of proper purpose, irrespective of the period of time during which said stockholder shall have been a stockholder of record, and irrespective of the number of shares held by him, to compel the production for examination by such stockholder of the books and records of account, minutes and record of stockholders of a bank.

L.1948, c. 67, p. 264, s. 97. Amended by L.1953, c. 17, p. 167, s. 22; L.1970, c. 165, s. 6.