Nonprofit Corporation Member Books and Records Inspection in Vermont
At a glance
| Eligible member and corporation | Member of a Vermont nonprofit corporation; member’s agent or attorney shares inspection and copying rights (§§ 16.02, 16.03(a)) |
|---|---|
| Routine records | Current articles/bylaws, member-rights resolutions, 3 years of member actions and communications, current directors/officers, latest biennial report (§§ 16.01(e), 16.02(a)) |
| Purpose-conditioned records | Other member/board/committee action excerpts, accounting records, and membership list (§ 16.02(b)–(c)) |
| Demand form and notice | Written notice at least 5 business days before inspection for both tiers; conditional demand describes purpose and records particularly (§ 16.02(a)–(c)) |
| Purpose, tenure, and connection | Conditional tier requires good faith, proper purpose, particular description, and direct record-to-purpose connection (§ 16.02(c)) |
| Place, representatives, and delivery | Reasonable corporation-specified time and location; agent or attorney may act; core records kept at principal or in-state registered office (§§ 16.01(e), 16.02(a)–(b), 16.03(a)) |
| Copies, conversion, and cost | Reasonable copies may include computer diskette, photographs or xerography; labor/material charge capped at estimated copy cost (§ 16.03(b)–(c)) |
| Member list and confidentiality | Board-consent restriction on unrelated use, solicitation, commercial use, and sale; corporation may supply freshly compiled list (§§ 16.03(d), 16.05) |
| Financial statements | Latest annual balance sheet and operations statement furnished on written member demand, with accountant or officer report (§ 16.20) |
| Court remedy and special rules | County Superior Court may summarily order core access or expedite other-record application; ordered access brings costs/counsel fees unless good-faith reasonable doubt proved (§ 16.04) |
Records and demand
11B V.S.A. § 16.01(e) requires current governing documents, member-rights resolutions, three years of member actions and general communications, current director and officer names, and the latest biennial report at the principal office or, if none is in Vermont, the registered office. Section 16.02(a) lets a member inspect and copy these at a reasonable corporation-specified time and location after at least five business days’ written notice.
Section 16.02(b) separately covers other action excerpts, accounting records, and the membership list. The same written-notice period applies. Subsection (c) requires good faith, a proper purpose, a reasonably particular description of the purpose and records, and a direct connection between them.
Copies, lists, and statements
Under § 16.03, an agent or attorney may inspect or copy for the member. Reasonable copying may include computer diskette, photographic, or xerographic copies. The corporation may charge for necessary labor and materials, capped at estimated copy cost; for a member-record demand, it may instead supply a list compiled no earlier than the demand.
Section 16.05 restricts membership-list access and use without board consent. A person may not use it for a purpose unrelated to membership, for commercial purposes, or for sale. Solicitation of money or property is limited to soliciting votes in a corporation election, although the corporation may use its own list to solicit for its purposes.
On a written member demand, § 16.20 requires the latest annual statements with a year-end balance sheet and operations statement. An accountant’s report accompanies statements reported on by an accountant; otherwise an officer or accounting-responsible person’s statement explains their basis and consistency.
What trips people up
The five-day notice alone reaches the § 16.01(e) records. The additional § 16.02(b) records require the subsection (c) purpose showing. A duty to keep accounting records under § 16.01(b) does not place those records in the simpler tier.
Common questions
May an attorney inspect for a member? Yes. Section 16.03(a) gives the member’s agent or attorney the same inspection and copying rights.
What if the corporation refuses? Section 16.04 permits the county Superior Court to summarily order access to core records at corporate expense or expedite an application for other records. An access order also awards costs and reasonable counsel fees unless the corporation proves good-faith refusal based on reasonable doubt; the court may restrict later use or distribution.
Statutes and sources
- § 16.01: “records (a) A corporation shall keep as permanent records minutes of all meetings of…” Official Vermont Statutes, accessed 2026-10-02.
- § 16.02: “of records by members (a) Subject to subsection 16.03(c) of this title, a member is e…” Official Vermont Statutes, accessed 2026-10-02.
- § 16.03: “of inspection right (a) A member’s agent or attorney has the same inspection and copy…” Official Vermont Statutes, accessed 2026-10-02.
- § 16.04: “inspection (a) If a corporation does not allow a member who complies with subsection…” Official Vermont Statutes, accessed 2026-10-02.
- § 16.05: “on use of membership list (a) Without consent of the board, a membership list or any…” Official Vermont Statutes, accessed 2026-10-02.
- § 16.20: “statements for members (a) A corporation upon written demand from a member shall furn…” Official Vermont Statutes, accessed 2026-10-02.
Source links
Every statute quoted above, linked, with the date we checked it.
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