Nonprofit Corporation Member Books and Records Inspection in Tennessee

At a glance

Requirements one by one

Two record routes

Under § 48-66-102(a), a member may inspect the § 48-66-101(e) principal-office record set on a written demand given at least five business days in advance. That set includes the current charter and bylaws, membership-rights resolutions, three years of member minutes and general communications, the current director/officer list, and the latest annual report. Section 48-66-102(b) places other board-action excerpts, accounting records, and the membership list in a second tier. For that tier, subsection (c) requires good faith, a proper purpose described with reasonable particularity, and records directly connected to it. Both routes use regular business hours at a reasonable location specified by the corporation.

Copying and financial statements

Section 48-66-103(a) gives a member's agent or attorney the same access rights. Under § 48-66-103(c), copy charges cannot exceed estimated production, reproduction, or transmission costs. Electronic copies may be supplied if available and requested, and the corporation may provide a member list compiled no earlier than the demand instead of the member record itself.

The separate § 48-66-201(a) route requires annual statements with a balance sheet and operations statement. On a member's demand in document form, the corporation delivers its latest statements in document form within one month, except that the latest fiscal year's statements may be delivered within four months after year-end. An accountant's report accompanies reported-on statements; otherwise an officer or accounting custodian supplies the subsection (b) statement.

What trips people up

Keeping a record does not make every record routinely inspectable. Section 48-66-101(a) requires board minutes, but § 48-66-102(b) puts excerpts outside the routine principal-office set in the purpose-conditioned tier. The membership list also has use limits in § 48-66-105: without board consent, it cannot be used for an unrelated member purpose, commercial purpose, sale, or the prohibited solicitations.

For the separate mutual-benefit list option in § 48-66-107(b), the enacted 2014 text directs readers to § 48-57-201(f), while the current text directs them to § 48-57-201 generally. The current target section ends at subsection (e). The scope of that optional route is therefore unresolved here; the ordinary inspection rules above are stated from §§ 48-66-101–105.

Common questions

Can bylaws take away the member's inspection right?

Section 48-66-102(d) says the right granted by that section may not be abolished or limited by the charter or bylaws.

What can a member do after refusal?

Under § 48-66-104, a member may apply to a court of record with equity jurisdiction in the county of the principal office, or registered office if there is no in-state principal office. The court may order routine records at corporate expense; purpose-tier applications receive expedited treatment. If the court orders inspection, it also awards costs and reasonable counsel fees unless the corporation proves a good-faith refusal based on reasonable doubt about the right.

Statutes and sources

• Tenn. Code Ann. § 48-66-101 — records kept; accessed October 4, 2026.
• Tenn. Code Ann. § 48-66-102 — two member access tiers; 2014 amendment; accessed October 4, 2026.
• Tenn. Code Ann. § 48-66-103 — agents, copies, cost; 2014 amendment; accessed October 4, 2026.
• Tenn. Code Ann. § 48-66-104 — court orders; accessed October 4, 2026.
• Tenn. Code Ann. § 48-66-105 — membership-list use; accessed October 4, 2026.
• Tenn. Code Ann. § 48-66-107(b) — enacted mutual-benefit alternative; current section and cross-reference target; accessed October 4, 2026.
• Tenn. Code Ann. § 48-66-201 — financial statements; 2014 amendment; accessed October 4, 2026.