Nonprofit Corporation Member Books and Records Inspection in Colorado
At a glance
| Eligible member and corporation | Nonprofit member; beneficial owner of voting-trust interest or other established beneficial interest included (§ 7-136-102(4)) |
|---|---|
| Routine records | Articles, bylaws, member-rights resolutions, 3 years of member minutes/communications, director/officer list, periodic report and recent financials (§§ 7-136-101(5), -102(1)) |
| Purpose-conditioned records | Other corporate records, including accounts, board actions and member record, subject to 3-month/5%-vote standing and purpose test (§§ 7-136-101(1)–(3), -102(2)–(3)) |
| Demand form and notice | Written demand at least 5 business days before either tier; routine at principal office during regular hours; other records at reasonable location (§ 7-136-102(1)–(2)) |
| Purpose, tenure, and connection | Other-record route: 3 months’ membership or 5% voting power, good faith, proper purpose related to membership, particularity and direct connection (§ 7-136-102(3)–(4)) |
| Place, representatives, and delivery | Member agent or attorney shares rights; principal office for routine records, reasonable corporation-stated location for others; reasonable electronic or other copies (§§ 7-136-102(1)–(2), -103(1)–(2)) |
| Copies, conversion, and cost | Nonwritten records convertible within reasonable time; reasonable labor/material copy charge capped at estimated production and reproduction; § 7-136-106 excepted (§§ 7-136-101(4), -103(3)) |
| Member list and confidentiality | Recent member list may satisfy general demand; meeting/ballot list separately inspectable by voting member, copying subject to purpose test; board-consent use limits (§§ 7-127-201(2), 7-136-103(4), -105) |
| Financial statements | On written request, mail most recent annual and most recently published financial statements, if any, detailing assets, liabilities and operations (§ 7-136-106) |
| Court remedy and special rules | District court at in-state principal office, else registered-agent county, else Denver; summary orders, conditional costs/fees and possible damages, use limits; articles/bylaws cannot curtail inspection (§§ 7-136-102(5), -104) |
Requirements one by one
Records and the demand
Colorado gives a member a five-business-day written-demand route to the principal-office records listed in § 7-136-101(5). They include current articles and bylaws, member-rights resolutions, three years of member minutes and general written communications, current director and officer names, the latest periodic report, and financial statements for the past three years that a member could request. Inspection and copying occur during regular business hours at the principal office.
For other corporate records, § 7-136-102(2)–(3) adds conditions. The requester must have been a member for at least three months immediately before demand or hold at least 5% of voting power when demanding. The demand must be in good faith for a proper purpose reasonably related to membership, describe the purpose and records with reasonable particularity, and identify records directly connected to that purpose. The corporation specifies a reasonable location. The definition includes a voting-trust beneficial owner and another beneficial owner who establishes the interest. Articles and bylaws may not abolish or limit these inspection rights.
Copies, member lists, and financials
An agent or attorney has the same inspection rights. Reasonable photographic, electronic, or other copies may be supplied. The corporation may charge reasonable labor and material costs, capped at estimated production and reproduction cost, except for the separate financial-statement route. Its records must be convertible into writing within a reasonable time.
Section 7-127-201 separately makes a meeting or written-ballot member list available to a member entitled to vote, on its specified timetable. A written demand permits copying during the period of availability, subject to the § 7-136-102(3) test and at the member’s expense. Section 7-136-103(4) permits a recently compiled member list to satisfy a general demand. Without board consent, § 7-136-105 restricts unrelated, commercial, and sale or purchase uses. On a separate written request, § 7-136-106 requires mailing the most recent annual and most recently published financial statements, if any, showing assets, liabilities, and operations.
After a refusal
Section 7-136-104 authorizes a summary district court order for inspection or copying. Venue follows the principal office, then the registered agent, then Denver. If access is ordered, the court awards costs and reasonable counsel fees unless the corporation proves good-faith reasonable doubt about the right; it may also award damages or impose use restrictions. Section 7-127-201 provides separate summary relief for a refused meeting or written-ballot list and may postpone the meeting or ballot deadline.
Statutes and sources
- Colo. Rev. Stat. § 7-136-101: Official Colorado Revised Statutes, accessed 2026-10-02.
- Colo. Rev. Stat. § 7-136-102: Official Colorado Revised Statutes, accessed 2026-10-02.
- Colo. Rev. Stat. § 7-136-103: Official Colorado Revised Statutes, accessed 2026-10-02.
- Colo. Rev. Stat. § 7-136-104: Official Colorado Revised Statutes, accessed 2026-10-02.
- Colo. Rev. Stat. § 7-136-105: Official Colorado Revised Statutes, accessed 2026-10-02.
- Colo. Rev. Stat. § 7-136-106: Official Colorado Revised Statutes, accessed 2026-10-02.
- Colo. Rev. Stat. § 7-127-201: Official Colorado Revised Statutes, accessed 2026-10-02.
Source links
Every statute quoted above, linked, with the date we checked it.
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