Nonprofit Corporation Member Books and Records Inspection in Indiana
At a glance
| Eligible member and corporation | Nonprofit corporation member; religious corporations may limit § 27-2 inspection by articles/bylaws (§ 23-17-27-2(a),(e)) |
|---|---|
| Routine records | Current articles/bylaws, member resolutions, 3 years of member minutes/communications, director/officer list, latest biennial report (§§ 23-17-27-1(e), -2(a)) |
| Purpose-conditioned records | Board/member action excerpts, accounting records, membership list under good-faith proper-purpose test (§ 23-17-27-2(b)–(c)) |
| Demand form and notice | Core tier: written notice or demand; conditional tier: written notice; both at least 5 business days before inspection (§ 23-17-27-2(a)–(b)) |
| Purpose, tenure, and connection | Conditional tier: good faith, proper purpose, reasonable particularity, direct record-to-purpose connection (§ 23-17-27-2(c)) |
| Place, representatives, and delivery | Reasonable time and corporation-specified reasonable location; agent/attorney needs written authority; reasonable copies may be furnished (§§ 23-17-27-2(a)–(b), -3(a)–(b)) |
| Copies, conversion, and cost | Reasonable labor/material charge capped by estimated production or reproduction; records convertible to writing; recent member list may be furnished (§§ 23-17-27-1(d), -3(b)–(d)) |
| Member list and confidentiality | Articles may restrict contributor identity and member-list inspection if member-mailing channel supplied; board-consent list-use limits (§§ 23-17-27-2(f), -5) |
| Financial statements | Written member demand for latest annual balance sheet/operations statement, with accountant or officer report; religious-corporation articles/bylaws exception (§ 23-17-27-6) |
| Court remedy and special rules | Circuit/superior court in principal-office county, else registered-office county; core order or expedited other-record order, conditional costs/use limits (§ 23-17-27-4) |
Requirements one by one
Access and notice
Section 23-17-27-1(e) lists the principal-office records: current articles and bylaws, member-rights resolutions, three years of member minutes and general communications, current director and officer addresses, and the latest biennial report. Section 23-17-27-2(a) lets a member inspect and copy these at a reasonable time and corporation-specified reasonable location after written notice or demand at least five business days in advance.
Other excerpts from board and member action records, accounting records, and the membership list follow § 23-17-27-2(b)–(c). This second tier also needs five-business-day written notice, plus good faith, a proper purpose, a reasonably particular statement of purpose and requested records, and a direct connection between the two. The corporation sets a reasonable time and location.
Copies and statements
Under § 23-17-27-3, an agent or attorney needs written authorization to act for the member. The copy right includes reasonable photographic or other copies. A charge may cover reasonable labor and materials but may not exceed estimated production or reproduction cost. The corporation may satisfy a member-record demand with a list compiled no earlier than the demand date. Section 23-17-27-1(d) separately requires records kept in another form to be convertible into writing within a reasonable time.
Section 23-17-27-6 gives members a separate written-demand route for the latest annual balance sheet and operations statement. A certified public accountant's report accompanies statements the accountant reported on; otherwise a president or accounting-records custodian must describe the preparation basis and any departure from the prior year's basis. Articles or bylaws of a religious corporation may provide otherwise.
Court relief
Section 23-17-27-4 permits a member to ask the circuit or superior court in the principal-office county, or the registered-office county when the principal office is outside Indiana, for an inspection order. It separates the core-record application from an expedited application after a reasonable-time refusal of conditional records. If inspection is ordered, the corporation pays the member's costs and reasonable attorney fees unless it proves good-faith, reasonable doubt about the right to inspect. The court may restrict record use or distribution.
What trips people up
Governing documents can narrow particular rights. Section 23-17-27-2(e) allows a religious corporation's articles or bylaws to limit or abolish this inspection right. Under subsection (f), articles may limit access to contributor identities and may limit member-list inspection if the corporation supplies a reasonable member-mailing channel at the requesting member's expense.
List use is limited even after access. Section 23-17-27-5 requires board consent for a purpose unrelated to membership interests and for the stated solicitation, commercial, sale, and purchase uses.
Common questions
May the corporation choose the inspection location?
Yes, within reason. Section 23-17-27-2 requires a reasonable time and reasonable location specified by the corporation for both tiers.
Can I ask for annual statements without an inspection appointment?
Section 23-17-27-6 uses its own written-demand route for furnishing the latest annual statements. The five-business-day appointment rule in § 23-17-27-2 concerns inspection and copying under that section.
Statutes and sources
- Ind. Code § 23-17-27-1: Official Indiana Code chapter, accessed 2026-10-02.
- Ind. Code § 23-17-27-2: Official Indiana Code chapter, accessed 2026-10-02.
- Ind. Code § 23-17-27-3: Official Indiana Code chapter, accessed 2026-10-02.
- Ind. Code § 23-17-27-4: Official Indiana Code chapter, accessed 2026-10-02.
- Ind. Code § 23-17-27-5: Official Indiana Code chapter, accessed 2026-10-02.
- Ind. Code § 23-17-27-6: Official Indiana Code chapter, accessed 2026-10-02.
Source links
Every statute quoted above, linked, with the date we checked it.
What does Indiana law mean for your facts?
You just read the general rule. Ask your own question and see which parts of current Indiana law apply to your situation, with citations you can check.
Opens in Ezel Pro.
- Starts from the statutes this survey is built on
- Cites every source it relies on, so you can verify it
- Chat, drafting and research in one workspace