Nonprofit Corporation Member Books and Records Inspection in Michigan
At a glance
| Eligible member and corporation | Member of record of stock- or membership-basis corporation; voting-trust certificate holder included (§ 450.2487(2),(6)) |
|---|---|
| Routine records | No separate general core-record tier; § 450.2487(2) applies its proper-purpose test to the inspection route |
| Purpose-conditioned records | Stock ledger, shareholder/member list, other books and records for proper purpose; subject to § 450.2487(7) limits (§ 450.2487(2),(7)) |
| Demand form and notice | Written, particularized purpose-and-record demand delivered to registered office or principal business; 5-business-day refusal trigger (§ 450.2487(2)–(3)) |
| Purpose, tenure, and connection | Record member; purpose reasonably related to member interest; requested records directly connected (§ 450.2487(2),(9)(a)) |
| Place, representatives, and delivery | Regular business hours; attorney/agent may act with written authority; demand to registered office or principal business (§ 450.2487(2)) |
| Copies, conversion, and cost | Copy/extract right; reasonable copy labor/material charge; free written conversion for entitled inspector (§§ 450.2485, 450.2487(9)(b)) |
| Member list and confidentiality | Articles/bylaws/board may limit inspection on specified good-faith findings; limited list triggers alternative member communication (§ 450.2487(7)–(8)) |
| Financial statements | On written request, mail preceding-year balance sheet/income statement and prepared funds statement (§ 450.2487(1)) |
| Court remedy and special rules | After 5 business days or unreasonable conditions, county circuit court may compel; burdens differ for list versus other records; conditional fees (§ 450.2487(3),(5)) |
Requirements one by one
Inspection demand
Section 450.2487(2) gives a member of record of a membership-basis corporation a route to the member list and other books and records. The member must describe the purpose and records with reasonable particularity in a written demand delivered to the corporation's Michigan registered office or principal place of business. Inspection occurs during regular business hours for a purpose reasonably related to membership, and the records must connect directly to it. An attorney or agent must include written authority.
Copies and statements
The inspection right includes copies and extracts, and reasonable supplied copies; the corporation may charge a reasonable labor-and-material copy cost (§ 450.2487(9)(b)). Section 450.2485 requires conversion of a nonwritten record into writing without charge for a person entitled to inspect it.
On a member's written request, the corporation must mail the preceding fiscal year's balance sheet and income statement and, if prepared, its statement of source and application of funds (§ 450.2487(1)).
What trips people up
Section 450.2487(7) permits the articles, bylaws, or a board resolution to restrict inspection after the approving persons make a good-faith finding that disclosure would impair member privacy or free association, impair the corporation's lawful purposes, or, for donor lists, disserve the corporation or donors. If the member list is restricted, § 450.2487(8) requires a reasonable alternative way to communicate with other members; the corporation may charge the listed reasonable costs.
After five business days without the required inspection, or unreasonable conditions, the member may apply to the circuit court in the principal-business or registered-office county. Section 450.2487(3) puts the purpose and connection proof on the member for records other than the ledger or list; for a ledger or list demand meeting form requirements, it assigns the improper-purpose or missing-connection burden to the corporation. A court order may include conditions and, under § 450.2487(5), costs and reasonable attorney fees subject to the corporation's good-faith reasonable-doubt defense.
Common questions
Does a voting-trust certificate holder qualify?
Yes. Section 450.2487(6) treats a holder of a certificate representing membership as a member for this inspection section and § 450.2485.
Does the five-day period mean a member must wait before asking?
Section 450.2487(3) uses five business days after receipt of the demand as a trigger for the court application if required inspection is not permitted.
Statutes and sources
- Mich. Comp. Laws § 450.2485: nonprofit member records and inspection. Official Act 162, accessed 2026-10-02.
- Mich. Comp. Laws § 450.2487: nonprofit member records and inspection. Official Act 162, accessed 2026-10-02.
Source links
Every statute quoted above, linked, with the date we checked it.
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