Nonprofit Corporation Member Books and Records Inspection in North Carolina
At a glance
| Eligible member and corporation | Member of a Chapter 55A corporation; controlling-corporation member also has rights in controlled corporation (§ 55A-16-02(a),(e)) |
|---|---|
| Routine records | Current articles/bylaws, specified resolutions, 3 years of member minutes/communications and financial statements, current officers/directors (§§ 55A-16-01(e), -16-02(a)) |
| Purpose-conditioned records | Other board/member action excerpts, accounting records, membership list (§ 55A-16-02(b)–(c)) |
| Demand form and notice | Written notice at least 5 business days before either tier; conditional demand particularizes purpose and records (§ 55A-16-02(a)–(c)) |
| Purpose, tenure, and connection | Conditional tier requires good faith, proper purpose, particularity, and direct record-purpose connection (§ 55A-16-02(c)) |
| Place, representatives, and delivery | Reasonable time/location set by corporation; agent or attorney same rights; fresh member list may be furnished (§§ 55A-16-02(a)–(b), -16-03(a),(d)) |
| Copies, conversion, and cost | Reasonable inspection/copy production charge capped at estimated cost; reasonable electronic or other copies; records convertible to writing (§§ 55A-16-01(d), -16-03(b)–(c)) |
| Member list and confidentiality | Conditional list access; board consent needed for unrelated, commercial, sale, or specified solicitation use (§§ 55A-16-02(b)(3), -16-05) |
| Financial statements | Written demand for latest annual statements, if any; charitable/religious articles or bylaws may provide otherwise (§ 55A-16-20(a)–(b)) |
| Court remedy and special rules | County superior court; summary core-record order, expedited other-record application, conditional fees/use limits; controlled-corporation extension (§§ 55A-16-02(e), -16-04) |
Requirements one by one
Records and demand
Sections 55A-16-01(e) and -16-02(a) give a member access to current articles and bylaws, specified member or board resolutions, three years of member minutes and communications, financial statements furnished or required to be furnished in that period, and current director and officer names and addresses. The member gives written notice at least five business days before inspection at a reasonable time and location specified by the corporation.
The second tier reaches remaining board and member action excerpts, accounting records, and the membership list (§ 55A-16-02(b)). The demand must be in good faith for a proper purpose, describe the purpose and records with reasonable particularity, and seek records directly connected to that purpose (§ 55A-16-02(c)).
Costs and financial statements
An agent or attorney may exercise the member's rights. Reasonable electronic or other copies are included; a charge for production for inspection or copying cannot exceed estimated production or reproduction cost (§ 55A-16-03(a)–(c)). Section 55A-16-01(d) also requires records to be in writing or convertible to writing within a reasonable time.
A separate written demand reaches the latest annual financial statements if any, with an accountant's report or a responsible officer's statement as § 55A-16-20(b) specifies. Articles or bylaws of a charitable or religious corporation may provide otherwise under § 55A-16-20(a).
What trips people up
Section 55A-16-01(c) requires a member record, but the list is in the conditional inspection tier. Without board consent, § 55A-16-05 restricts unrelated uses, commercial uses, sale or purchase, and specified solicitation. The corporation may satisfy a list demand with a list compiled no earlier than the demand date (§ 55A-16-03(d)).
After refusal of core records, the superior court in the principal-office county, or registered-office county if no in-state principal office, may summarily order inspection at corporate expense. For other records, a compliant member may request an expedited order. When the court orders inspection it also awards costs including reasonable attorney fees unless the corporation proves a good-faith, reasonable-basis doubt about the right; the court may restrict use or distribution (§ 55A-16-04).
Common questions
Can membership in a parent nonprofit reach another corporation's records?
Section 55A-16-02(e) extends inspection rights to a member of a corporation empowered to select a majority of another corporation's directors, including a domestic or foreign business corporation.
Must the corporation prepare annual statements to answer a demand?
The separate route in § 55A-16-20(a) refers to the latest annual financial statements, if any. It specifies furnishing existing statements on written demand, subject to the charitable or religious corporation qualification.
Statutes and sources
- N.C. Gen. Stat. § 55A-16-01: member records and inspection provisions. Official Chapter 55A, accessed 2026-10-02.
- N.C. Gen. Stat. § 55A-16-02: member records and inspection provisions. Official Chapter 55A, accessed 2026-10-02.
- N.C. Gen. Stat. § 55A-16-03: member records and inspection provisions. Official Chapter 55A, accessed 2026-10-02.
- N.C. Gen. Stat. § 55A-16-04: member records and inspection provisions. Official Chapter 55A, accessed 2026-10-02.
- N.C. Gen. Stat. § 55A-16-05: member records and inspection provisions. Official Chapter 55A, accessed 2026-10-02.
- N.C. Gen. Stat. § 55A-16-20: member records and inspection provisions. Official Chapter 55A, accessed 2026-10-02.
Source links
Every statute quoted above, linked, with the date we checked it.
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