Nonprofit Corporation Member Books and Records Inspection in Virginia
At a glance
| Eligible member and corporation | Nonstock corporation member; 6 months of record membership for conditional tier (§ 13.1-933(A)–(C)) |
|---|---|
| Routine records | Current articles/bylaws, class resolutions, 3 years of member minutes/communications, directors/officers, annual report (§§ 13.1-932(E), -933(A)) |
| Purpose-conditioned records | Other board/member action excerpts, accounting records, member record; 2027 replacement narrows accounts to recent-statement ledgers/work papers (§ 13.1-933(B)–(C); 2027 text) |
| Demand form and notice | Current written notice at least 5 business days; from Jan. 2027 signed notice to secretary at least 10 business days (§ 13.1-933(A)–(C); 2027 text) |
| Purpose, tenure, and connection | Conditional tier: 6 months’ record membership, good faith, proper purpose, particularity, direct connection (§ 13.1-933(C)) |
| Place, representatives, and delivery | Core records at principal office; conditional records at reasonable location; agent/attorney rights; member list may be furnished (§§ 13.1-933(A)–(B), -934(A),(D)) |
| Copies, conversion, and cost | Reasonable copies including electronic transmission if available/requested; charge capped at estimated production/reproduction/transmission cost; 2027 cost rule changes (§ 13.1-934(B)–(C); 2027 text) |
| Member list and confidentiality | Current list in conditional tier; 2027 text adds reasonable confidentiality limits and specific list-use bans (§ 13.1-933(B)–(C); 2027 (D),(G)) |
| Financial statements | From Jan. 2027, written member request for latest prepared annual statements; 30-day response and court route (§ 13.1-935.2, effective 2027) |
| Court remedy and special rules | Circuit court may summarily order core or expedite other access; conditional fees/use limits; Jan. 2027 replacement changes fee and confidentiality standards (§ 13.1-935; 2027 text) |
Requirements one by one
Current access and demand
Under §§ 13.1-932(E) and 13.1-933(A), a member may inspect core records at the principal office during regular business hours after at least five business days' written notice. They include current articles and bylaws, specified member-class resolutions, three years of member minutes and general communications, current director and officer names, and the latest annual report.
Other board and member action excerpts, accounting records, and the member record follow § 13.1-933(B)–(C). That tier requires six months as a member of record, good faith, proper purpose, a particular description of purpose and records, and a direct connection. Inspection occurs at a reasonable corporation-specified location during regular business hours.
Copies and court orders
An agent or attorney shares the member's inspection right. Reasonable copies include electronic transmission if available and requested; the corporation's charge cannot exceed estimated production, reproduction, and transmission cost (§ 13.1-934). It may satisfy a member-record demand with a list compiled no earlier than the demand date.
If access is refused, the circuit court in the principal-office city or county, or registered-office locality if no in-state principal office, may summarily order core records at corporate expense. It handles other-record applications on an expedited basis. Fees depend on the member proving refusal without a reasonable basis for doubt; the court may restrict use or distribution (§ 13.1-935).
What trips people up
January 1, 2027 changes: § 13.1-933's replacement requires a signed written notice to the secretary at least ten business days before inspection. Its conditional accounting category becomes ledgers and work papers used for the most recent annual statements. It adds confidentiality limits and member-list use restrictions. The replacement § 13.1-934 changes the copy charge to reasonable estimated costs of providing copies; replacement § 13.1-935 changes the fees and confidentiality standard.
New § 13.1-935.2, also effective January 1, 2027, provides a written-request route for the latest prepared annual financial statements. The corporation can furnish access by posting, may set reasonable confidentiality conditions, and may decline a request it reasonably determines lacks good faith or proper purpose. Failure to respond within 30 days after delivery to the secretary opens an expedited circuit-court route.
Common questions
Can bylaws abolish the inspection right?
Section 13.1-933(D) says the statutory right may not be abolished or limited by articles or bylaws. The 2027 replacement retains that rule in subsection E while adding statutory confidentiality terms for conditional records.
Does a member have to wait six months for the core records?
The six-month condition is in § 13.1-933(C) for the conditional records in subsection B. The core-record route is in subsection A.
Statutes and sources
- Va. Code § 13.1-932 (effective until January 1, 2027): Official Virginia Code, accessed 2026-10-02.
- Va. Code § 13.1-932 (effective January 1, 2027): Official Virginia Code, accessed 2026-10-02.
- Va. Code § 13.1-933 (effective until January 1, 2027): Official Virginia Code, accessed 2026-10-02.
- Va. Code § 13.1-933 (effective January 1, 2027): Official Virginia Code, accessed 2026-10-02.
- Va. Code § 13.1-934 (effective until January 1, 2027): Official Virginia Code, accessed 2026-10-02.
- Va. Code § 13.1-934 (effective January 1, 2027): Official Virginia Code, accessed 2026-10-02.
- Va. Code § 13.1-935 (effective until January 1, 2027): Official Virginia Code, accessed 2026-10-02.
- Va. Code § 13.1-935 (effective January 1, 2027): Official Virginia Code, accessed 2026-10-02.
- Va. Code § 13.1-935.2 (effective January 1, 2027): Official Virginia Code, accessed 2026-10-02.
Source links
Every statute quoted above, linked, with the date we checked it.
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