Nonprofit Corporation Member Books and Records Inspection in West Virginia
At a glance
| Eligible member and corporation | Member of a West Virginia nonprofit corporation; agent or attorney shares member's inspection/copying rights (§§ 31E-15-1502(a)–(c), -1503(a)) |
|---|---|
| Routine records | Inspection of current articles/bylaws, board resolutions, 3 years of member minutes/actions and communications, and current officers/directors (§§ 31E-15-1501(e), -1502(a)) |
| Purpose-conditioned records | Inspection and copying of other action excerpts and accounting records; inspection of member record with no default copying right (§ 31E-15-1502(b)–(d)) |
| Demand form and notice | Written notice of demand at least 5 business days before inspection for both groups; conditional demand states purpose and records with reasonable particularity (§ 31E-15-1502(a)–(c)) |
| Purpose, tenure, and connection | Conditional records require good-faith proper purpose, particular description, and direct connection between records and purpose (§ 31E-15-1502(c)) |
| Place, representatives, and delivery | Core inspection during regular hours at principal office; other records at reasonable corporation-specified location; agent/attorney may act (§§ 31E-15-1502(a)–(b), -1503(a)) |
| Copies, conversion, and cost | Reasonable copies may be furnished, including available requested electronic copies; charge capped at estimated production, reproduction or transmission cost (§ 31E-15-1503(b), (d)) |
| Member list and confidentiality | Member record may be inspected on proper-purpose route but copied only if articles/bylaws provide; corporation may furnish a fresh list at its expense (§§ 31E-15-1502(c)–(d), -1503(c)) |
| Financial statements | Annual balance sheet and income statement mailed within 120 days after fiscal year; written request by member not mailed the latest statements (§ 31E-15-1520) |
| Court remedy and special rules | Circuit court may summarily order core access at corporate expense or expedite other-record application; fees follow order unless good-faith doubt proven; articles/bylaws cannot limit inspection (§§ 31E-15-1502(e), -1504) |
Inspection and copying
Section 31E-15-1502(a) gives a member an inspection right for the records kept at the principal office under § 31E-15-1501(e), after at least five business days' written notice. These include current governing documents, board resolutions, recent member minutes and communications, and a list of current directors and officers. Subsections (b)–(c) permit inspection and copying of other action excerpts and accounting records, and inspection of the member record, after the same notice and a good-faith proper-purpose demand that describes the purpose and records with reasonable particularity and directly connects them.
West Virginia treats the member record separately: § 31E-15-1502(d) bars copying it unless the articles or bylaws allow it. Under § 31E-15-1503(c), the corporation may instead supply a list compiled no earlier than the demand at its own expense. An agent or attorney shares the member's rights. Reasonable supplied copies can include electronic transmission if available and requested; the charge is capped at estimated production, reproduction or transmission cost.
Statements and refusal
Section 31E-15-1520 requires annual statements with a year-end balance sheet and income statement, mailed to each member within 120 days after the fiscal year closes. A member who did not receive them may request the latest statements in writing.
Section 31E-15-1504 permits a circuit court to order access after refusal. A core-record application may be decided summarily at corporate expense; an application for other records is expedited. If the court orders access, member costs and reasonable counsel fees follow unless the corporation proves good-faith doubt about the member's right. The court may restrict later use or distribution. Section 31E-15-1502(e) says articles and bylaws cannot abolish or limit the inspection right.
Statutes and sources
- § 31E-15-1501: “A corporation shall keep a copy of the following records at its principal office.” Official code, accessed 2026-10-02.
- § 31E-15-1502: “A member may not copy the records described in subdivision (3), subsection (b) of this section unless provided for in the corporation's articles of incorporation or bylaws.” Official code, accessed 2026-10-02.
- § 31E-15-1503: “The charge may not exceed the estimated cost of production, reproduction or transmission of the records.” Official code, accessed 2026-10-02.
- § 31E-15-1504: “The circuit court shall dispose of an application under this subsection on an expedited basis.” Official code, accessed 2026-10-02.
- § 31E-15-1520: “A corporation shall mail the annual financial statements to each member within one hundred twenty days after the close of each fiscal year.” Official code, accessed 2026-10-02.
Source links
Every statute quoted above, linked, with the date we checked it.
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