Nonprofit Corporation Member Books and Records Inspection in Wyoming
At a glance
| Eligible member and corporation | Member of a Wyoming nonprofit corporation; agent or attorney shares rights; religious-corporation exception (§§ 17-19-1602, -1603(a)) |
|---|---|
| Routine records | Current articles/bylaws, member-rights resolutions, 3 years of member actions and communications, current directors/officers, latest annual report (§§ 17-19-1601(e), -1602(a)) |
| Purpose-conditioned records | Other member/board/committee action excerpts, accounting records, and membership list (§ 17-19-1602(b)–(c)) |
| Demand form and notice | Written notice or demand at least 5 business days before core inspection; written notice for conditional tier (§ 17-19-1602(a)–(b)) |
| Purpose, tenure, and connection | Conditional records require good faith, proper purpose, particular description, and direct record-to-purpose connection (§ 17-19-1602(c)) |
| Place, representatives, and delivery | Reasonable corporation-specified time/location; agent or attorney may act; core records kept at principal office (§§ 17-19-1601(e), -1602, -1603(a)) |
| Copies, conversion, and cost | Reasonable photographic/xerographic or other copies; labor/material charge capped at estimated production or reproduction cost (§ 17-19-1603(b)–(c)) |
| Member list and confidentiality | Board-consent limits on unrelated use, solicitation, commercial use and sale; fresh list may substitute; privileged/confidential records protected (§§ 17-19-1602(f), -1603(d), -1605) |
| Financial statements | Latest annual balance sheet and operations statement on written demand, with accountant or officer report; religious articles/bylaws may provide otherwise (§ 17-19-1620) |
| Court remedy and special rules | District court may summarily order core access or expedite other-record application; fee rule with good-faith exception; religious documents may limit or abolish inspection (§§ 17-19-1602(e), -1604) |
Records and demand
Wyo. Stat. § 17-19-1601(e) requires current governing documents, member-rights resolutions, three years of member actions and general communications, current director and officer names, and the latest annual report at the principal office. Section 17-19-1602(a) allows inspection and copying at a reasonable corporation-specified time and location after written notice or demand at least five business days before the requested date.
Other action excerpts, accounting records, and the member list follow § 17-19-1602(b). The member must give five business days’ written notice and satisfy subsection (c): 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 § 17-19-1603, an agent or attorney shares the member’s rights. Reasonable copies may be photographic, xerographic, or made by other means; the charge is capped at estimated production or reproduction cost. For the member record, the corporation may instead supply a list compiled no earlier than the demand.
Section 17-19-1605 restricts membership-list use without board consent: no unrelated purpose, commercial use, sale, or solicitation of money or property except for soliciting votes in a corporation election. Section 17-19-1602(f) preserves the confidentiality of patient, personnel, disciplinary, individual-member, client, medical, and other legally confidential or privileged files.
On written demand, § 17-19-1620 requires the latest annual financial statements, including a year-end balance sheet and operations statement, with an accountant’s report or an explanatory officer/accounting-person statement. A religious corporation’s articles or bylaws may provide otherwise.
What trips people up
Section 17-19-1602(e) lets a religious corporation’s articles or bylaws limit or abolish the inspection and copying right. The separate financial-statement section has its own religious-corporation qualification. Confidential files are also protected under subsection (f).
Common questions
May an attorney inspect for a member? Yes. Section 17-19-1603(a) gives the member’s agent or attorney the same inspection and copying rights.
What happens after refusal? Section 17-19-1604 permits the district court in the principal-office county, or registered-office county if there is no in-state principal office, to summarily order core-record access at corporate expense or expedite an application for other records. An access order brings member 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
- § 17-19-1601: “Corporate records. (a) A corporation shall keep as permanent records minutes of all m…” Official Wyoming Statutes, accessed 2026-10-02.
- § 17-19-1602: “Inspection of records by members. (a) Subject to subsection (e) of this section and W…” Official Wyoming Statutes, accessed 2026-10-02.
- § 17-19-1603: “Scope of inspection rights. (a) A member's agent or attorney has the same inspection…” Official Wyoming Statutes, accessed 2026-10-02.
- § 17-19-1604: “Court-ordered inspection. (a) If a corporation does not allow a member who complies w…” Official Wyoming Statutes, accessed 2026-10-02.
- § 17-19-1605: “Limitations on use of membership list. (a) Without consent of the board, a membership…” Official Wyoming Statutes, accessed 2026-10-02.
- § 17-19-1620: “Financial statements for members. (a) Except as provided in the articles or bylaws of…” Official Wyoming Statutes, accessed 2026-10-02.
Source links
Every statute quoted above, linked, with the date we checked it.
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