Nonprofit Corporation Member Books and Records Inspection in Oklahoma
At a glance
| Eligible member and corporation | Member of a nonprofit nonstock corporation; beneficial member may demand with documentary proof (§§ 1004.1(A), 1065(B)) |
|---|---|
| Routine records | No unconditional inspection tier; the member route requires a proper purpose (§ 1065(B)) |
| Purpose-conditioned records | Membership ledger/list and other corporate books and records; qualified subsidiary records (§§ 1004.1(A), 1065(B)) |
| Demand form and notice | Sworn written demand states purpose and goes to registered office or principal business place; five business days without reply opens court route (§ 1065(B)–(C)) |
| Purpose, tenure, and connection | Proper purpose reasonably relates to member interest; no tenure threshold in this route (§ 1065(B)) |
| Place, representatives, and delivery | Usual business hours; member, attorney, or other authorized agent; court may order a list furnished (§ 1065(B)–(C)) |
| Copies, conversion, and cost | May copy or extract; electronic records converted to legible paper on entitled person's request; court-ordered list may require reasonable furnishing cost (§§ 1065(B)–(C), 1069) |
| Member list and confidentiality | Corporation bears improper-purpose burden for ledger/list in court; court may set inspection conditions (§ 1065(C)(3)) |
| Financial statements | Current route covers corporate books and records; November 2026 text expressly lists three years of annual financial statements (§ 1065(B); future § 1065(A)(1)(g)) |
| Court remedy and special rules | District court may order inspection after refusal or five-business-day silence; November 1, 2026 text adds defined record scope, good-faith/particularity conditions, confidentiality and heightened extra-record tests (§ 1065(C); future § 1065(A)–(G)) |
Requirements one by one
Who may demand records
Under § 1004.1(A), the corporation act's shareholder references ordinarily refer to members of a nonstock corporation. A beneficial member demanding under § 1065(B) must identify that status, attach documentary evidence of beneficial membership, and affirm that the document is a true and correct copy.
The demand and records
Section 1065(B) requires a written demand under oath stating a purpose reasonably related to the person's interest as a member. The member may inspect during usual business hours and make copies and extracts. An attorney or other agent needs a power of attorney or another authorizing writing with the demand. The member sends it to the corporation's Oklahoma registered office or principal place of business.
Electronic form and court relief
Section 1069 permits records on electronic systems if they can be converted to clearly legible paper within a reasonable time; the corporation must convert them on an entitled inspector's request. Under § 1065(C), a member can apply to district court after a refusal or five business days without a reply. For books other than the ledger or list, the member first establishes status, a compliant demand, and proper purpose. For the ledger or list, the corporation bears the burden of showing an improper purpose after a compliant demand.
What trips people up
Section 1065(B) includes subsidiary records only where the corporation possesses or can obtain them through control, and the stated contract and subsidiary-law conditions are met. A court may order a member list as of a particular date on payment of reasonable obtaining and furnishing cost and other conditions. On November 1, 2026, revised § 1065(A)(1)(b)–(g) expressly lists records including bylaws, board materials, and three years of annual financial statements; § 1065(B)(2) adds demand conditions, and § 1065(E)–(G) limits court production beyond listed records, subject to its stated exceptions.
Common questions
May a representative inspect for the member? Yes. Section 1065(B) requires a power of attorney or other written authority with the sworn demand.
Can a court require records to be brought into Oklahoma? Yes. Section 1065(C)(3) permits the court to order pertinent records or authenticated copies brought into and kept in the state on prescribed terms.
Statutes and sources
- § 1004.1(A): “All references to shareholders of the corporation shall be deemed to refer to members of the corporation.” Official text, accessed 2026-10-02.
- § 1065(B)–(C), current: “upon written demand under oath stating the purpose thereof” and “does not reply to the demand within five (5) business days.” Official text, accessed 2026-10-02.
- § 1069: “Any corporation shall convert any records so kept into clearly legible paper form upon the request of any person entitled to inspect the records pursuant to any provision of the Oklahoma General Corporation Act.” Official text, accessed 2026-10-02.
- § 1065(A)(1), (B), (E)–(G), effective November 1, 2026: “annual financial statements of the corporation for the three (3) years preceding the date of the demand” and “the district court shall not order the corporation to produce any records of the corporation other than the books and records set forth in paragraph 1 of subsection A of this section.” Official future text, accessed 2026-10-02.
Source links
Every statute quoted above, linked, with the date we checked it.
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