Nonprofit Corporation Member Books and Records Inspection in Texas
At a glance
| Eligible member and corporation | Nonprofit corporate member; meeting-list route for voting members entitled to vote (§§ 22.351, 22.158(b)–(c)) |
|---|---|
| Routine records | Books and records relevant to proper purpose under one written-demand route (§ 22.351) |
| Purpose-conditioned records | Proper-purpose books/records route; meeting voting list accessible for communication about meeting (§§ 22.351, 22.158(b)) |
| Demand form and notice | Written demand stating purpose; reasonable inspection time; meeting-list demand written during availability period (§§ 22.351, 22.158(b)–(c)) |
| Purpose, tenure, and connection | Proper purpose and records relevant to that purpose; meeting-list use tied to meeting communication (§§ 22.351, 22.158(b)) |
| Place, representatives, and delivery | In person or by agent, accountant, attorney; meeting list at principal office or stated reasonable meeting-city place (§§ 22.351, 22.158(b)–(c)) |
| Copies, conversion, and cost | Member bears copying expense under § 22.351; meeting-list copies also at member expense (§ 22.158(c)) |
| Member list and confidentiality | Voting-member list available from second business day after meeting notice through meeting for member communication (§ 22.158(b)–(c)) |
| Financial statements | Board annually prepares/approves financial report under § 22.352, subject to § 22.355 exemptions; member access under § 22.351 |
| Court remedy and special rules | § 22.351 states inspection entitlement; § 22.158 supplies a special meeting-list access period (no court process stated in those sections) |
Requirements one by one
General member demand
Section 22.351 gives a nonprofit member access to books and records relevant to a proper purpose on a written demand stating that purpose. The member may examine and copy at a reasonable time, personally or through an agent, accountant, or attorney, at the member's expense. The section speaks in one relevant-records route instead of listing separate routine and conditional classes.
Voting-member list for a meeting
After fixing a meeting notice record date, the corporation must prepare an alphabetical voting-member list showing notice entitlement, addresses, and voting power (§ 22.158(a)). From no later than the second business day after meeting notice through the meeting, voting members may inspect the list at the principal office or a reasonable location in the meeting municipality identified in the notice. The specified purpose is communication with other members about the meeting (§ 22.158(b)). A voting member or representative can make a written demand to inspect and, subject to § 22.351 and at the member's expense, copy it (§ 22.158(c)).
What trips people up
The corporation's separate duty to keep financial records and have its board annually prepare or approve a financial report (§ 22.352(a)–(b), subject to § 22.355 exemptions) should not be mistaken for an automatic delivery promise to every member. The member inspection route in § 22.351 still turns on a written, proper-purpose demand and relevance. Sections 22.351 and 22.158 state access rights and the meeting-list period; they do not specify a court application or fee award for a refused demand.
Common questions
Can an accountant inspect for a member?
Yes. Section 22.351 expressly permits a member to examine and copy through an agent, accountant, or attorney.
When can a voting member see the meeting list?
The § 22.158(b) period begins by the second business day after meeting notice and continues through the meeting. The list is for communication with members about that meeting.
Statutes and sources
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Tex. Bus. Orgs. Code § 22.355: exemptions from financial-report requirements. Official chapter, accessed 2026-10-02.
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Tex. Bus. Orgs. Code § 22.158: voting-member meeting list and access. Official chapter, accessed 2026-10-02.
- Tex. Bus. Orgs. Code § 22.351: member books and records demand. Official chapter, accessed 2026-10-02.
- Tex. Bus. Orgs. Code § 22.352: financial records and annual report. Official chapter, accessed 2026-10-02.
Source links
Every statute quoted above, linked, with the date we checked it.
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