Nonprofit Corporation Member Books and Records Inspection in North Dakota
At a glance
| Eligible member and corporation | Member of a North Dakota nonprofit corporation, or member's agent or attorney; voting-member status for meeting-list route (§§ 10-33-70(2), -80(2)) |
|---|---|
| Routine records | No unconditional member tier; § 10-33-80(2) applies proper purpose to the listed records |
| Purpose-conditioned records | Articles/bylaws, accounting records, voting agreements, 6 years of member/board/committee minutes, and requested annual financial statement (§ 10-33-80(1)–(3)) |
| Demand form and notice | Section 10-33-80(2) permits inspection at reasonable time for proper purpose; financial statement follows request under subsection 3; meeting list needs written demand (§§ 10-33-70(2), -80) |
| Purpose, tenure, and connection | Proper purpose is reasonably related to member interest; obtained records cannot be used or furnished for another purpose (§ 10-33-80(2),(4)) |
| Place, representatives, and delivery | Listed records at principal executive office; member, agent or attorney may inspect at reasonable time; nonvisual records converted on entitled request (§ 10-33-80(1)–(2),(6)) |
| Copies, conversion, and cost | Corporation may charge reasonable copy expense; entitled requester may demand legible conversion, with expense allocated like copies (§ 10-33-80(5)–(6)) |
| Member list and confidentiality | Voting-member meeting list available for meeting communication; written-demand copying at member expense; proper-purpose use limit and protective-order remedy (§ 10-33-70(1)–(5)) |
| Financial statements | On request, corporation gives last annual-period income/surplus results and closing-date asset/liability balance sheet (§ 10-33-80(3)) |
| Court remedy and special rules | Wrongful access/copy denial permits injunction, damages, costs and reasonable attorney fees; court may protect improper use; meeting-list refusal has distinct district-court relief (§§ 10-33-70(3), -80(4),(7)) |
Records and statements
Section 10-33-80 requires the corporation to keep articles, bylaws, accounting records, voting agreements, and six years of member, board, and authorized committee minutes at its principal executive office. A member, agent or attorney may inspect those records and the financial statement described in subsection 3 for a proper purpose at a reasonable time. “A proper purpose is one reasonably related” to the person's interest as a member. On request, the corporation must give the member a statement of last annual-period financial results and a closing-date balance sheet.
The corporation may charge a reasonable fee for copies. Section 10-33-80(6) permits nonvisual storage if records can be converted accurately and within a reasonable time; an entitled inspector may request conversion at the copying-expense allocation. Accessed records may be used or furnished only for a proper purpose, and the corporation may seek a protective order.
Meeting list and refusal
Section 10-33-70 gives a voting member access to the list for communication about a member meeting, starting two business days after meeting notice and continuing through the meeting. A written demand permits the member, agent or attorney to inspect and copy it at member expense. The statute restricts later use to a proper purpose and provides district-court relief for refusal, including possible meeting postponement and fees.
Section 10-33-80(7) separately authorizes a member wrongfully denied records or copies to sue for injunctive relief, damages, costs, and reasonable attorney fees.
Statutes and sources
- § 10-33-70: “The list of members must be available for inspection by a member with voting rights for the purpose of communication with other members concerning the meeting.” Official code, accessed 2026-10-02.
- § 10-33-80: “A member or a director, or the agent or attorney of a member or a director, may inspect all records referred to in subsection 1 or 3 for any proper purpose at any reasonable time.” Official code, accessed 2026-10-02.
Source links
Every statute quoted above, linked, with the date we checked it.
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