§ 7-136-102 — Inspection of corporate records by members

(1) A member is
entitled to inspect and copy, during regular business hours at the nonprofit
corporation's principal office, any of the records of the nonprofit corporation
described in section 7-136-101 (5) if the member gives the nonprofit corporation
written demand at least five business days before the date on which the member
wishes to inspect and copy such records.

(2) Pursuant to subsection (5) of this section, a member is entitled to inspect
and copy, during regular business hours at a reasonable location stated by the
nonprofit corporation, any of the other records of the nonprofit corporation if the
member meets the requirements of subsection (3) of this section and gives the
nonprofit corporation written demand at least five business days before the date on
which the member wishes to inspect and copy such records.

(3) A member may inspect and copy the records described in subsection (2)
of this section only if:

(a) The member has been a member for at least three months immediately
preceding the demand to inspect or copy or is a member holding at least five
percent of the voting power as of the date the demand is made;

(b) The demand is made in good faith and for a proper purpose;

(c) The member describes with reasonable particularity the purpose and the
records the member desires to inspect; and

(d) The records are directly connected with the described purpose.

(4) For purposes of this section:

(a) Member includes a beneficial owner whose membership interest is held
in a voting trust and any other beneficial owner of a membership interest who
establishes beneficial ownership.

(b) Proper purpose means a purpose reasonably related to the demanding
member's interest as a member.

(5) The right of inspection granted by this section may not be abolished or
limited by the articles of incorporation or bylaws.

(6) This section does not affect:

(a) The right of a member to inspect records under section 7-127-201;

(b) The right of a member to inspect records to the same extent as any other
litigant if the member is in litigation with the nonprofit corporation; or

(c) The power of a court, independent of articles 121 to 137 of this title, to
compel the production of corporate records for examination.

Legislative History

Source: L. 97: Entire article added, p. 743, � 3, effective July 1, 1998. L. 2003: (2) amended, p. 2351, � 334, effective July 1, 2004.