Nonprofit Corporation Member Books and Records Inspection in Connecticut
At a glance
| Eligible member and corporation | Member of a Connecticut nonstock corporation; meeting list route is for members entitled to vote (§§ 33-1070(b), 33-1236(a)–(b)) |
|---|---|
| Routine records | Current certificate/bylaws, three years of member minutes and financial statements, current director/officer list, and latest annual report (§§ 33-1235(e), 33-1236(a)) |
| Purpose-conditioned records | Other board, committee, and member action excerpts; accounting records; membership list (§ 33-1236(b)–(c)) |
| Demand form and notice | Both tiers: written notice at least five business days before inspection; conditional demand describes purpose and records particularly (§ 33-1236(a)–(c)) |
| Purpose, tenure, and connection | Conditioned tier: good faith, proper purpose, reasonable particularity, direct connection; no tenure threshold specified (§ 33-1236(c)) |
| Place, representatives, and delivery | Regular business hours; routine records at principal office, conditioned records at corporation-specified reasonable place; agents/attorneys same rights; list may be furnished (§§ 33-1236(a)–(b), 33-1237(a),(c)) |
| Copies, conversion, and cost | Reasonable xerographic/other copies including available requested electronic transmission; record must be convertible; charge capped at estimated production, reproduction or transmission cost (§§ 33-1235(d), 33-1237(b),(d)) |
| Member list and confidentiality | List is conditioned-tier record; separate meeting-list inspection for voting members, with copying subject to purpose test; court may restrict use/distribution (§§ 33-1070(b)–(d), 33-1236(c), 33-1238(d)) |
| Financial statements | Three years of annual statements are routine inspectable records; annual statements include balance sheet and receipts/disbursements statement, with accountant report if applicable (§§ 33-1235(e)(4), 33-1236(a), 33-1241) |
| Court remedy and special rules | Superior Court may summarily order routine records at corporate expense or expedite other-record application; costs/fees generally awarded with good-faith refusal exception; governing documents cannot cut inspection right (§§ 33-1236(d), 33-1238) |
Requirements one by one
Core and conditioned records
Section 33-1235(e) lists the records kept at the principal office, including current charter and bylaws, three years of member minutes and financial statements, leader names, and the latest annual report. Section 33-1236(a) makes those available to a member during regular business hours on five business days’ written notice. Section 33-1236(b) adds board and committee action excerpts, accounting records, and the membership list at a reasonable location specified by the corporation. For that second tier, subsection (c) requires good faith, a proper purpose, particularity about the purpose and records, and a direct connection.
Copies and court orders
Section 33-1237(a) gives a member’s agent or attorney the same rights. If reasonable, copies may be xerographic or sent electronically when available and requested; § 33-1237(d) caps a corporate copying charge at estimated production, reproduction, or transmission cost. Section 33-1238(a) allows a summary Superior Court order for refused core records at the corporation’s expense. Other records get an expedited court application after the corporation does not allow access within a reasonable time. When inspection is ordered, the court also awards costs including reasonable attorney’s fees unless the corporation proves a good-faith refusal based on reasonable doubt about the member’s right.
What trips people up
The meeting list in § 33-1070 has its own timing: a voting member may inspect it beginning two business days after meeting notice and through the meeting. Copying that list still faces § 33-1236(c)’s purpose conditions. Section 33-1237(c) also allows the corporation to satisfy an ordinary membership-list inspection demand by furnishing, at its expense, a list compiled no earlier than the demand. Section 33-1236(d) says the certificate or bylaws cannot abolish or limit the inspection right.
Common questions
Can the corporation use electronic records? Yes. Section 33-1235(d) allows another record form if it can be converted into writing within a reasonable time.
Can the court restrict later use of inspected records? Yes. Section 33-1238(d) permits reasonable restrictions on the demanding member’s use or distribution when the court orders inspection.
Statutes and sources
- § 33-1070: “The members' list shall be available for inspection by any members entitled to vote at the meeting, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting,” Official text, accessed 2026-10-02.
- § 33-1235: “A corporation shall keep a copy of the following records at its principal office:” Official text, accessed 2026-10-02.
- § 33-1236: “A member is entitled to inspect and copy, during regular business hours at the corporation's principal office” the identified records on written notice. Official text, accessed 2026-10-02.
- § 33-1237: “The charge may not exceed the estimated cost of production, reproduction or transmission of the records.” Official text, accessed 2026-10-02.
- § 33-1238: “The court shall dispose of an application under this subsection on an expedited basis.” Official text, accessed 2026-10-02.
- § 33-1241: “A corporation shall prepare annual financial statements” including the balance sheet and receipts and disbursements statement. Official text, accessed 2026-10-02.
Source links
Every statute quoted above, linked, with the date we checked it.
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