Nonprofit Corporation Member Books and Records Inspection in Washington

At a glance

Requirements one by one

Member and record categories

Section 24.03A.010(45) defines a member by voting rights in director or delegate elections or a fundamental transaction. For a corporation formed before January 1, 2022 whose articles do not state that it has members, the definition can reach a person defined as a member in the bylaws who has those rights. A delegate may count to the extent member powers are vested in that delegate.

Under §§ 24.03A.210(2) and 24.03A.215(1), a member may inspect and copy current articles and bylaws, general member communications for the past six years, current directors' and officers' names and business addresses, and the latest annual report. The statute calls for an executed notice in the form of a record at least five business days before inspection, during regular business hours at a reasonable location the corporation specifies.

Section 24.03A.215(2)–(4) places excerpts of permanent member and board action records, accounting records, and the membership list in a second tier. The member must identify the records and purpose with reasonable particularity, seek them in good faith for a proper purpose, show a direct connection, and agree in a record to reasonable board-required use or distribution restrictions. The statute's permanent-record categories appear in § 24.03A.210(1).

Copies, financial statements, and court relief

An agent or attorney may exercise the member's inspection rights. Section 24.03A.220 permits reasonable copies, including electronic transmission unless the member requests otherwise in a record. It requires a free copy of articles and bylaws on request; for other records, the charge may cover reasonable labor and material but cannot exceed estimated production, reproduction, or transmission cost. The corporation may furnish a member list compiled no earlier than the demand date.

Section 24.03A.225 separately requires the latest annual financial statements on a member's demand in the form of a record. They include a fiscal-year-end balance sheet and operations statement. An accountant's report accompanies audited statements; otherwise the president or accounting-records custodian supplies the preparation-basis statement the section describes. Articles or bylaws of a nonprofit engaged in religious activity may provide otherwise.

If routine records are refused, § 24.03A.230(1) lets the court summarily order inspection and copying at corporate expense. For conditional records, the court may inspect them privately, weigh potential harm and benefit, and decide the scope of disclosure under subsection (2). An inspection order ordinarily carries the member's costs and reasonable attorney fees unless the corporation proves a good-faith, reasonable basis for doubt; if most of a request is denied, the court may assess corporate costs against the member. The court may restrict use or distribution.

What trips people up

Part of a record can be withheld. Section 24.03A.215(3) permits withholding portions protected by attorney-client privilege or work product, protected program addresses, information whose disclosure is reasonably likely to harm the corporation or a third party, and information another law requires the corporation to keep confidential. Its inspection right cannot be abolished or limited by articles or bylaws under subsection (5).

The membership list has separate limits. Section 24.03A.240 restricts obtaining or using a list without board consent for purposes unrelated to member interests and names solicitation, commercial use, and sale or purchase limits. The corporation may instead use § 24.03A.405(6)'s meeting-list alternative: after a proper-purpose demand, it has ten business days to offer a reasonable alternative method of achieving that purpose. The meeting-list provisions also allow court-ordered access, meeting postponement, costs, and other relief under § 24.03A.405(4).

Common questions

Can I send an agent to inspect for me?

Yes. Section 24.03A.220(1) gives a member's agent or attorney the same inspection and copying rights as the member.

Does the financial-statement demand require the same five-day inspection notice?

Section 24.03A.225 gives its own demand-in-a-record route for the latest annual statements; § 24.03A.215's five-business-day notice governs inspection of records under that section. The general communications kept under § 24.03A.210(2) include statements furnished within the past six years.

Statutes and sources

• Wash. Rev. Code § 24.03A.010: Official Washington code, accessed 2026-10-02.
• Wash. Rev. Code § 24.03A.210: Official Washington code, accessed 2026-10-02.
• Wash. Rev. Code § 24.03A.215: Official Washington code, accessed 2026-10-02.
• Wash. Rev. Code § 24.03A.220: Official Washington code, accessed 2026-10-02.
• Wash. Rev. Code § 24.03A.225: Official Washington code, accessed 2026-10-02.
• Wash. Rev. Code § 24.03A.230: Official Washington code, accessed 2026-10-02.
• Wash. Rev. Code § 24.03A.240: Official Washington code, accessed 2026-10-02.
• Wash. Rev. Code § 24.03A.405: Official Washington code, accessed 2026-10-02.