Nonprofit Corporation Member Books and Records Inspection in Alabama

At a glance

Requirements one by one

The current Chapter 3A routes

Alabama's common entity inspection section expressly excludes Chapter 3A nonprofits, which use §§ 10A-3A-4.01–4.04. A member of a membership nonprofit corporation can inspect and copy current certificate and bylaws, three years of general member communications, member minutes and actions, and current director and officer names after a signed written notice at least five business days ahead. Board and committee action records are excluded from this core tier.

Financial statements and audit reports, accounting records, board and committee action excerpts, and the member record sit in a second tier. The same five-business-day signed notice is required, plus good faith, a proper purpose directly related to membership, a reasonably particular description, and records directly related to that purpose. Section 4.02(c)(2) excludes a demand the corporation reasonably determines is connected with the described adversarial lawsuit. Its certificate may limit the second-tier inspection right.

Place, copies, and limits

Core records are inspected during regular hours at the principal office; the corporation chooses a reasonable place for other records. An agent or attorney needs written authorization accompanying the demand. The corporation may satisfy copying by photocopy or electronic delivery and may assess a reasonable estimated copying charge.

The corporation may redact unrelated portions, impose reasonable use and confidentiality conditions, or withhold trade-secret and specified sensitive information under § 4.02(d). It bears the burden of showing a restriction reasonable. It may deny either tier when it determines the member improperly used information from a prior examination during the preceding two years. The member-record route also permits withholding after the member's specified misuse of the list. Section 4.06 limits unrelated, commercial, and sale uses without board consent and allows the alternate meeting-list procedure in § 7.20(e).

The latest three fiscal years of prepared financial statements and related reports are maintained under § 4.01(b). Under § 4.02(b)(1), a member meeting the second-tier test may receive or access them, including through a website or other generally recognized means. Prepared GAAP statements and any public-accountant report must accompany the response as the statute directs.

Refusal, court, and transition

Section 4.04 permits a summary court order for refused core records and an expedited application for refused second-tier records. Venue is the designated court, then the circuit court of the Alabama principal-office county, then the most recent registered-office county. For a second-tier order, the court may impose confidentiality or use restrictions and orders the member's expenses unless the corporation proves a listed good-faith refusal ground.

2026 transition: 2026 Ala. Act 495 §§ 6–8 took effect August 1, 2026. A Chapter 3A nonprofit already in existence before then may elect the pre-amendment Chapter 3A rules by a certificate amendment filed by December 31, 2026. Its certificate and the relevant dates matter when applying these rules.

Statutes and sources

• Ala. Code § 10A-1-3.32: Alabama Legislature, accessed 2026-10-02.
• Ala. Code § 10A-3A-4.01: Alabama Legislature, accessed 2026-10-02.
• Ala. Code § 10A-3A-4.02: Alabama Legislature, accessed 2026-10-02.
• Ala. Code § 10A-3A-4.03: Alabama Legislature, accessed 2026-10-02.
• Ala. Code § 10A-3A-4.04: Alabama Legislature, accessed 2026-10-02.
• Ala. Code § 10A-3A-4.06: Alabama Legislature, accessed 2026-10-02.
• Ala. Code § 10A-3A-7.20: Alabama Legislature, accessed 2026-10-02.
• 2026 Ala. Act 495 §§ 6–8: Official enrolled act, accessed 2026-10-02.