Nonprofit Corporation Member Books and Records Inspection in Mississippi

At a glance

Requirements one by one

Two groups of records

Section 79-11-285(1) lets a member inspect and copy the records kept at the principal office under § 79-11-283(5) after at least five business days' written notice. Those include current governing documents, member-rights resolutions, recent member minutes and communications, current directors and officers, and the latest annual report. Section 79-11-285(2) puts other action excerpts, accounting records, and the membership list in a second group. For that group, subsection (3) requires a demand made “in good faith and for a proper purpose,” a reasonably particular description, and records directly connected to the purpose.

Copies and representatives

Section 79-11-287(1) gives a member's agent or attorney the same inspection rights. Subsection (2) permits copies to be sent electronically when available and requested. The corporation's charge for supplied copies cannot exceed “the estimated cost of production or reproduction of the records” under subsection (3). For a membership-list demand, subsection (4) allows a list compiled no earlier than the demand date.

What trips people up

The membership list has a separate use limit. Section 79-11-291 restricts unrelated use without board consent and specifically addresses solicitation, commercial use, and selling or buying the list. Section 79-11-289 distinguishes a core-record refusal, for which the court may summarily order inspection at corporate expense, from a refusal of other records, for which the court handles the application on an expedited basis. An inspection order also carries member costs and reasonable attorney fees unless the corporation proves a good-faith refusal based on reasonable doubt about the member's right.

Common questions

May I inspect accounting records on the same terms as the bylaws? No. Section 79-11-285(2)–(3) places accounting records in the group requiring a proper-purpose showing, even though both groups use five business days' written notice.

Where can I apply after a refusal? Section 79-11-289 specifies the chancery court in the county of the corporation's principal office, or the First Judicial District of Hinds County if the corporation has no Mississippi principal office.

Can a court limit later use of records it orders produced? Yes. Section 79-11-289(4) allows reasonable restrictions on the member's use or distribution of the records.

Statutes and sources

• § 79-11-283: “A corporation shall keep a copy of the following records at its principal office.” Official 2024 enrolled amendment, accessed 2026-10-02.
• § 79-11-285: “A member may inspect and copy the records identified in subsection (2) of this section only if” the listed purpose and connection conditions are met. Code text, accessed 2026-10-02.
• § 79-11-287: “The charge may not exceed the estimated cost of production or reproduction of the records.” Code text, accessed 2026-10-02.
• § 79-11-289: “The court shall dispose of an application under this subsection on an expedited basis.” Code text, accessed 2026-10-02.
• § 79-11-291: “Without consent of the board, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member’s interest as a member.” Code text, accessed 2026-10-02.