Nonprofit Corporation Member Books and Records Inspection in Pennsylvania
At a glance
| Eligible member and corporation | Nonprofit member; agent or attorney may act with verified authority (§ 5508(b), (b.1)(2)) |
|---|---|
| Routine records | Current bylaws must be provided promptly, in record form, free on member demand (§ 5508(f)) |
| Purpose-conditioned records | Membership register, accounts, minutes and written consents of incorporators, members, directors, other bodies (§ 5508(a)–(b)) |
| Demand form and notice | Good-faith verified demand in record form; particular purpose, records and relationship; delivery to listed office/secretary routes (§ 5508(b.1)) |
| Purpose, tenure, and connection | Proper purpose reasonably related to member interest; member explains record-to-purpose link (§ 5508(b.1)(1), (4)) |
| Place, representatives, and delivery | Usual business hours, in person or by agent/attorney with verified authority; demand delivered to specified offices or secretary (§ 5508(b), (b.1)(2), (5)) |
| Copies, conversion, and cost | Copies/extracts allowed; court-provided member list may require payment of reasonable cost; current bylaws copy free (§ 5508(b), (c), (f)) |
| Member list and confidentiality | Reasonable access/use conditions, including confidentiality; corporation must prove reasonableness in dispute (§ 5508(g)) |
| Financial statements | Member may inspect account books/records for proper purpose; § 5508(a)–(b) requires their maintenance and opens inspection |
| Court remedy and special rules | Refusal or no reply within 5 business days permits court action; list-purpose burden on corporation, other-record purpose on member (§ 5508(c)–(e)) |
Requirements one by one
Records and demand
Section 5508(b) lets a member inspect and copy or extract the membership register, account books, and minutes and consents of incorporators, members, directors, and any other body during usual business hours. The purpose must be reasonably related to the member's interest. Subsection (b.1) requires a good-faith, verified demand in record form describing with reasonable particularity the purpose, requested records, and how they relate. It specifies delivery to the registered office, principal place of business, an actual business office's person in charge, or the secretary's last recorded address. An agent or attorney must supply a verified power of attorney or other authorizing record.
A separate bylaws copy right
Every member may demand a prompt, free copy in record form of the currently effective bylaws. If it is withheld, the court must summarily order production unless the corporation establishes that the requester is not a member (§ 5508(f)).
What trips people up
A refusal, or no reply within five business days after the demand is received, permits the member to seek a court order (§ 5508(c)). For the member register or list, a compliant demand puts the burden on the corporation to establish an improper purpose; for other books, the member must establish a compliant demand and proper purpose (§ 5508(c)–(d)). A court-supplied member list can be conditioned on payment of its reasonable preparation and furnishing cost. The court may set just conditions or order records brought into Pennsylvania (§ 5508(e)).
The corporation may impose reasonable confidentiality and safeguarding conditions on information furnished under the section. If their reasonableness is disputed, the corporation has the burden of proof (§ 5508(g)).
Common questions
Must the demand be notarized?
The statute requires a verified demand in record form (§ 5508(b.1)(3)). Whether a particular submission satisfies that requirement depends on its contents and applicable record rules.
Does the free-copy rule cover all records?
The express free-copy rule is for the currently effective bylaws (§ 5508(f)). The inspection right for other records permits copies or extracts under subsection (b), and a court-provided member list may carry a reasonable cost condition under subsection (c).
Statutes and sources
- 15 Pa.C.S. § 5508(a)–(g): records, verified demands, copies, restrictions, and court procedure. Official Chapter 55 PDF, accessed 2026-10-02.
Source links
Every statute quoted above, linked, with the date we checked it.
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