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Calif. corp code (and our corp by-laws) say directors of the

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Calif. corp code (and our corp by-laws) say directors of the board can look at all records. Our CFO refuses to give out any info from personnel files. She says CA privacy laws prohibit her from doing so. Is she right?
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To provide you with accurate information, could you please clarify these points:

 

  1. What type of business is this (i.e. general corporation or something more such as a health care facility, non-profit charitable entity, etc.)?
  2. Do you have a citation for the privacy statute being relied upon by your chief financial officer?

 

Customer: replied 5 years ago.

business is a close helf family corporation. a ranch.

 

2. I asked to see past employee contracts to get an idea of what was done in the past and was refused "because I can't give out that information unless the employee releases it in writing." Two of the past employees' contracts that I want to see are deceased.

Hello and thanks for choosing Just Answer®:

 

I am a licensed attorney and will do my best to provide you an honest and accurate answer to your important legal question.

 

My goal is to make your experience here highly satisfactory. Toward that end, please keep a few details in mind during our interaction:

 

  1. I am a lousy mind reader. If you do not supply information to me, I do not know it. Please, give me the needed details to work with so I can provide you with the best possible service. Also, if you use the RELIST or BLOCK features, our discussion ends and I may no longer be able to assist. Please, just write back to me, directly, and talk to me.

  2. Also, while I make every effort to work in a timely fashion, answering legal questions is not an instantaneous process. I am required to conduct research, interact with multiple customers simultaneously and sometimes take a break. Also, there may be times when I have to sign off for the night or to attend to other obligations. Rest assured, however, I will get back to you.

  3. If you have a new legal question, the terms of this site ask that you post it in a separate thread. In other words, please be fair and reasonable. You can direct any future questions to my attention. Just go to my Profile Page, type in the text box "ask Your Question", click the hyperlink that says "15 minutes", and use the drop down menu to select 12 hours.

  4. Please remember that many times even attorneys disagree with the law. But, we cannot change it. The answer I give you is based on my years of legal education and professional practice. It may well not be what you were hoping to hear. I will be upfront and direct. I will not mislead you, misstate the law to suit your hopes, or agree just to meet your expectations.

  5. Lastly, please consider clicking "BONUS" as a nice way of saying "thanks" for a job well done. Clicking "FEEDBACK" to leave your positive comments is always greatly appreciated. Information provided is informational and not legal advice. I am not your attorney. No attorney-client relationship exists between us. Consult legal counsel in your jurisdiction.

 

QUESTION: "Is she right?"

 

ANSWER: The ultimate answer is "it depends", rather than an absolutel "yes" or "no". Here is what I mean by that admittedly ambiguous answer. It all comes down to whether this is a business law inquiry or an employment law matter. Your post struck me as being in the former category primarily as you mentioned corporate law. Certainly, as you correctly and astutely mentioned, the law provides broad rights of access to records by corporate directors (officers) as codified in California Corporations Code § 1600(a) and elsewhere. Note the "absolute right" statutory language. On the other hand, we certainly do have certain privacy components of the employment laws such as California Labor Code § 1198.5 and California Civil Code §§ 56.05(b) and 56.20(a). So, what is the best answer? In my estimation, it comes down to the following inquiry. Are you an employer? If so, then you are certainly entitled to access personnel records of past and/or present employees. Otherwise, you are going to be coming up against resistance such as you have already encountered. If you are not an employee, it would be a rather simple matter (especially given the nature of your corporate structure) to pass an appropriate resolution to make clear your official capacity.

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