Nonprofit Corporation Member Books and Records Inspection in Maryland
At a glance
| Eligible member and corporation | Nonstock corporation member is included in “stockholder”; directors count as members if the corporation has none (§§ 1-101(bb), 5-201, 5-204) |
|---|---|
| Routine records | Bylaws, minutes of member proceedings, annual statements of affairs; voting-trust item concerns stock arrangements (§§ 2-512(a), 5-201) |
| Purpose-conditioned records | § 2-513 books, ledger, sworn affairs statement and list require 5% of outstanding shares for 6 months; this stock threshold does not furnish an ordinary nonstock-member tier (§§ 2-513(b)–(c), 5-202(a)) |
| Demand form and notice | Written or electronic request to officer, resident agent, or designated records agent; documents available within 7 days; inspection during usual business hours (§ 2-512(a)–(b)) |
| Purpose, tenure, and connection | § 2-512 states no purpose or membership-tenure condition for its listed documents; § 2-513’s six-month and 5%-share threshold is stock-based (§§ 2-512(a), 2-513(b)) |
| Place, representatives, and delivery | Member or agent may inspect during usual business hours; corporation places requested documents at principal office or transmits them electronically (§ 2-512(a)–(b)) |
| Copies, conversion, and cost | § 2-512 permits copying; entitled requester can demand clearly legible written conversion of electronically maintained records; no copy charge is stated there (§§ 2-114(c), 2-512(a)) |
| Member list and confidentiality | Stock-ledger/list access in § 2-513 is keyed to stock shares; no separate nonstock member-list route or use restriction is stated in §§ 2-512–513 |
| Financial statements | Annual statement includes balance sheet and operations statement, filed after annual meeting or within 120 days after fiscal year if meeting waived; inspectable under § 2-512 (§§ 2-313, 2-512(a)) |
| Court remedy and special rules | §§ 2-512–513 state no inspection-specific court procedure or fee award; § 5-204 makes directors members when there are no members; § 1-101 page includes Oct. 1, 2026 replacement text with same stockholder definition (§§ 1-101(bb), 5-204) |
Requirements one by one
Who may inspect and what they may request
Maryland applies its general corporation law to nonstock corporations unless context or a specific rule calls for a different result. Its definition of “stockholder” includes a member of a corporation organized without stock. A member or agent may therefore inspect and copy the bylaws, minutes of member proceedings, and annual statements of affairs under § 2-512(a). The same section also names voting-trust agreements, a stock arrangement that may have no counterpart in an ordinary nonstock corporation.
Section 2-111 requires account and transaction books and board and member minutes, but that recordkeeping duty does not itself extend the ordinary member access list. Section 2-513 gives a broader route to holders with at least 5% of outstanding shares of a class or series for six months. A nonstock corporation has no authority to issue capital stock under § 5-202(a), so that share-count test cannot simply be restated as 5% of its members.
Demand, delivery, and financial statements
The § 2-512 request may be written or electronic. After it reaches an officer, the resident agent, or a designated records agent, the corporation has seven days to make the documents available at its principal office or by electronic transmission. Inspection and copying take place during usual business hours. Under § 2-114(c), someone entitled to inspect a record maintained electronically may request a clearly legible written conversion.
Section 2-313 requires an annual statement of affairs with a balance sheet and operations statement for the preceding fiscal year. It is submitted at the annual member meeting and then maintained within 20 days; if the charter or bylaws dispense with that meeting, it is maintained within 120 days after the fiscal year. That statement is among § 2-512’s inspectable documents.
What trips people up
The general statute distinguishes a recordkeeping duty from an inspection entitlement. It does not state a proper-purpose test for the § 2-512 documents, a copy-charge schedule, a nonstock member-list access rule, or an inspection-specific court or fee procedure in §§ 2-512–513. When a nonstock corporation has no members under its documents or in fact, § 5-204 makes its directors the members for laws relating to members.
Statutes and sources
- Md. Code, Corps. & Ass’ns § 1-101: Maryland General Assembly, accessed 2026-10-02.
- Md. Code, Corps. & Ass’ns § 5-201: Maryland General Assembly, accessed 2026-10-02.
- Md. Code, Corps. & Ass’ns § 5-202: Maryland General Assembly, accessed 2026-10-02.
- Md. Code, Corps. & Ass’ns § 5-204: Maryland General Assembly, accessed 2026-10-02.
- Md. Code, Corps. & Ass’ns § 2-111: Maryland General Assembly, accessed 2026-10-02.
- Md. Code, Corps. & Ass’ns § 2-114: Maryland General Assembly, accessed 2026-10-02.
- Md. Code, Corps. & Ass’ns § 2-313: Maryland General Assembly, accessed 2026-10-02.
- Md. Code, Corps. & Ass’ns § 2-512: Maryland General Assembly, accessed 2026-10-02.
- Md. Code, Corps. & Ass’ns § 2-513: Maryland General Assembly, accessed 2026-10-02.
Source links
Every statute quoted above, linked, with the date we checked it.
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