Nonprofit Corporation Member Books and Records Inspection in New York
At a glance
| Eligible member and corporation | Member of record for 6 months or holder/authorized holder of 5% of a class of outstanding capital certificates (§ 621(b), (e)) |
|---|---|
| Routine records | Member-meeting minutes and list/record of members, with extracts; meeting voting list has separate production rule (§§ 621(b), 607) |
| Purpose-conditioned records | § 621(a) requires accounting/board records; § 621(f) preserves court power to compel other records beyond express (b) access |
| Demand form and notice | At least 5 days’ written inspection demand; meeting voting-list production needs 10 days’ prior written notice (§§ 621(b), 607) |
| Purpose, tenure, and connection | 6-month member tenure or 5% certificate class; affidavit may be required on outside-business use and 5-year list-sale history (§ 621(b)–(c)) |
| Place, representatives, and delivery | Usual business hours; inspect in person or by agent/attorney; member list kept at corporation or in-state transfer agent/registrar office (§ 621(a)–(b)) |
| Copies, conversion, and cost | § 621(b) permits extracts; records may be kept in form convertible to writing within reasonable time (§ 621(a)–(b)) |
| Member list and confidentiality | Inspection may be denied if requester refuses statutory affidavit; employee-organization home-address protection (§ 621(c), (h)) |
| Financial statements | Qualifying requester gets prior fiscal-year statement and latest interim statement if distributed/public; reasonable preparation time (§ 621(e)) |
| Court remedy and special rules | Supreme Court show-cause route for refused member minutes/list; other production power preserved; HOA member records extension (§ 621(d), (e-1), (f)) |
Requirements one by one
Member minutes and list
Section 621(b) allows a person who has been a member of record for at least six months, or a qualifying holder or authorized holder of at least five percent of a class of outstanding capital certificates, to inspect member-meeting minutes and the list or record of members. The demand must be written at least five days ahead; inspection is during usual business hours, personally or by agent or attorney, and the requester may make extracts. The list itself includes names, addresses, membership or certificate class, and the dates on which holders became record holders (§ 621(a)).
A distinct meeting rule requires production of a certified voting-member list at a members' meeting if any member gives written notice at least ten days before that meeting (§ 607). This meeting production rule is separate from the general § 621(b) inspection demand.
Financial statements
On written request from the same six-month member or qualifying capital-certificate holder, the corporation must provide the prior fiscal year's annual balance sheet and profit-and-loss statement, or similar financial statement. It must also provide the most recent interim statement if one has been distributed to members or made public. Section 621(e) gives the corporation reasonable time to prepare the annual statement.
What trips people up
The corporation may deny a § 621(b) inspection if the requester refuses to furnish the affidavit described in § 621(c). That affidavit addresses use for an outside business or object and whether, within five years, the requester gave, sold, offered, or helped procure a member list for such a purpose. The statute also protects home addresses in records of certain certified or recognized employee organizations (§ 621(h)).
The express § 621(b) right names member minutes and the member list. Section 621(a) requires accounting and board records to be kept, while subsection (f) preserves a court's power to compel production of corporate books and records. The recordkeeping duty and the listed inspection entitlement answer different questions.
After refusal of the specified member-minutes or list inspection, § 621(d) gives the qualifying requester a Supreme Court show-cause application in the judicial district of the corporation's office. The court hears the matter summarily and orders inspection if qualification and entitlement appear. Section 621(e-1) separately expands records review for members of a homeowners association formed under this law.
Common questions
Can an attorney inspect for a member?
Yes. Section 621(b) permits in-person inspection by an agent or attorney and lets the requester make extracts.
Is the five-day rule the same as the meeting-list rule?
No. The general inspection demand under § 621(b) needs at least five days' written demand; production of the certified voting list at a meeting under § 607 requires a member's written notice at least ten days before that meeting.
Statutes and sources
- N.Y. Not-for-Profit Corp. Law § 607: voting-member list at meetings. Official section, accessed 2026-10-02.
- N.Y. Not-for-Profit Corp. Law § 621: books, member inspection, financial statements, and court remedy. Official section, accessed 2026-10-02.
Source links
Every statute quoted above, linked, with the date we checked it.
What does New York law mean for your facts?
You just read the general rule. Ask your own question and see which parts of current New York 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