Code Section Group

Financial Code - FIN

DIVISION 2. SAVINGS ASSOCIATION LAW [5000 - 10009]

  ( Division 2 repealed and added by Stats. 1983, Ch. 1091, Sec. 2. )

CHAPTER 3. Corporate Administration [6000 - 6477]

  ( Chapter 3 added by Stats. 1983, Ch. 1091, Sec. 2. )

ARTICLE 2. Access to Books and Records; Communication with Stockholders or Members; Derivative Actions [6050 - 6053]
  ( Article 2 added by Stats. 1983, Ch. 1091, Sec. 2. )

6050.
  

(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 the following:

(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 this section.

(Amended by Stats. 1991, Ch. 458, Sec. 1.)

6051.
  

(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.

(Repealed and added by Stats. 1983, Ch. 1091, Sec. 2.)

6052.
  

(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.

(Repealed and added by Stats. 1983, Ch. 1091, Sec. 2.)

6053.
  

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.

(Added by Stats. 1984, Ch. 868, Sec. 8.)

FINFinancial Code - FIN2.