Nonprofit Corporation Member Books and Records Inspection in Nebraska
At a glance
| Eligible member and corporation | Member of a Nebraska nonprofit corporation; agent or attorney has the member's rights (§§ 21-19,166–167) |
|---|---|
| Routine records | Current articles/bylaws, member-rights resolutions, 3 years of member minutes/actions and communications, current officers/directors, and latest biennial report (§§ 21-19,165(e), -166(a)) |
| Purpose-conditioned records | Other meeting/action excerpts, accounting records, and membership list (§ 21-19,166(b)–(c)) |
| Demand form and notice | Written notice or demand at least 5 business days ahead for core records; written notice at least 5 business days ahead plus particular purpose and records for other records (§ 21-19,166(a)–(c)) |
| Purpose, tenure, and connection | Conditional tier requires good faith, proper purpose, particular description, and records directly connected to purpose (§ 21-19,166(c)) |
| Place, representatives, and delivery | Corporation specifies reasonable time and location; agent or attorney shares rights; reasonable copies may be furnished (§§ 21-19,166(a)–(b), -167(a)–(b)) |
| Copies, conversion, and cost | Provided copies may carry reasonable labor/material charge capped at estimated production or reproduction cost (§ 21-19,167(b)–(c)) |
| Member list and confidentiality | Fresh list may satisfy demand; without board consent list use must relate to member interest, with solicitation, commercial-use, and sale limits (§§ 21-19,167(d), -169) |
| Financial statements | Written member demand for latest annual statements with balance sheet and operations statement, subject to religious-corporation articles/bylaws; accountant or officer report accompanies (§ 21-19,170) |
| Court remedy and special rules | District court may order core access summarily at corporation expense or other access on expedited application; fees generally follow order; religious articles/bylaws may limit member inspection (§§ 21-19,166(e), -168) |
Two inspection groups
Section 21-19,166(a) lets a member inspect and copy the core records listed in § 21-19,165(e) after at least five business days' written notice or demand. They include current governing documents, member-rights resolutions, recent member records and communications, a current officer/director list, and the latest biennial report. Subsections (b)–(c) apply the same advance notice to other action excerpts, accounting records, and the membership list, and require a demand made in good faith for a proper purpose, describing the purpose and records with reasonable particularity and linking the records directly to that purpose.
Copies, lists, and statements
An agent or attorney has the member's inspection rights under § 21-19,167(a). The corporation may charge for copies it provides, but no more than estimated production or reproduction cost. A list compiled no earlier than the demand may satisfy a membership-record request. Section 21-19,169 limits unrelated use, solicitation, commercial use, and sale of that list without board consent.
Under § 21-19,170, a member may make a written demand for the latest annual financial statements, including a balance sheet and statement of operations. An accountant's report, or an officer's accounting statement, accompanies them. Religious corporations may vary this statement rule in their articles or bylaws.
Refusal and special scope
Section 21-19,168 authorizes the district court where the corporation has its principal office, or its Nebraska registered office if it lacks a Nebraska principal office, to order inspection. The core-record application may be decided summarily at corporate expense; an application for other records is expedited. When the court orders access, it also awards the member's costs and reasonable counsel fees unless the corporation proves a good-faith refusal grounded in reasonable doubt about the member's right. The court may restrict use or distribution. A religious corporation may limit or abolish member inspection rights in its articles or bylaws under § 21-19,166(e).
Statutes and sources
- § 21-19,165: “A corporation shall keep a copy of the following records at its principal office.” Official code, accessed 2026-10-02.
- § 21-19,166: “A member may inspect and copy the records identified in subsection (b) of this section only if” the stated purpose conditions are met. Official code, accessed 2026-10-02.
- § 21-19,167: “The charge may not exceed the estimated cost of production or reproduction of the records.” Official code, accessed 2026-10-02.
- § 21-19,168: “The district court shall dispose of an application under this subsection on an expedited basis.” Official code, accessed 2026-10-02.
- § 21-19,169: “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.” Official code, accessed 2026-10-02.
- § 21-19,170: “A corporation, upon written demand from a member, shall furnish that member its latest annual financial statements.” Official code, accessed 2026-10-02.
Source links
Every statute quoted above, linked, with the date we checked it.
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