§ 621 — Books and records; right of inspection; prima facie evidence

New York § 621

• Jurisdiction: New York
• Law NPC: Not-for-Profit Corporation
• Art. 6: Members

Text

§ 621. Books and records; right of inspection; prima facie evidence.\n (a) Except as otherwise provided herein, every corporation shall keep,\nat the office of the corporation, correct and complete books and records\nof account and minutes of the proceedings of its members, board and\nexecutive committee, if any, and shall keep at such office or at the\noffice of its transfer agent or registrar in this state, a list or\nrecord containing the names and addresses of all members, the class or\nclasses of membership or capital certificates and the number of capital\ncertificates held by each and the dates when they respectively became\nthe holders of record thereof. A corporation may keep its books and\nrecords of account in an office of the corporation without the state, as\nspecified in its certificate of incorporation. Any of the foregoing\nbooks, minutes and records may be in written form or in any other form\ncapable of being converted into written form within a reasonable time.\n (b) Any person who shall have been a member of record of a corporation\nfor at least six months immediately preceding his demand, or any person\nholding, or thereunto authorized in writing by the holders of, at least\nfive percent of any class of the outstanding capital certificates, upon\nat least five days written demand shall have the right to examine in\nperson or by agent or attorney, during usual business hours, its minutes\nof the proceedings of its members and list or record of members and to\nmake extracts therefrom.\n (c) An inspection authorized by paragraph (b) may be denied to such\nmember or other person upon his refusal to furnish to the corporation,\nits transfer agent or registrar an affidavit that such inspection is not\ndesired and will not be used for a purpose which is in the interest of a\nbusiness or object other than the business of the corporation and that\nhe has not within five years given, sold or offered for sale any list or\nrecord of members of any domestic or foreign corporation or aided or\nabetted, or attempted or offered to aid or abet, any person in procuring\nany such list or record of members for any such purpose.\n (d) Upon refusal by the corporation or by an officer or agent of the\ncorporation to permit an inspection of the minutes of the proceedings of\nits members or of the list or record of members, as herein provided, the\nperson making the demand for inspection may apply to the supreme court\nin the judicial district where the office of the corporation is located,\nupon such notice as the court may direct, for an order directing the\ncorporation, its officer or agent to show cause why an order should not\nbe granted permitting such inspection by the applicant. Upon the return\nday of the order to show cause, the court shall hear the parties\nsummarily, by affidavit or otherwise, and if it appears that the\napplicant is qualified and entitled to such inspection, the court shall\ngrant an order compelling such inspection and awarding such further\nrelief as to the court may seem just and proper.\n (e) Upon the written request of any person who shall have been a\nmember of record for at least six months immediately preceding his\nrequest, or of any person holding, or thereunto authorized in writing by\nthe holders of, at least five percent of any class of the outstanding\ncapital certificates, the corporation shall provide to such member an\nannual balance sheet and profit and loss statement or a financial\nstatement performing a similar function for the preceding fiscal year,\nand, if any interim balance sheet or profit and loss or similar\nfinancial statement has been distributed to its members or otherwise\nmade available to the public, the most recent such interim balance sheet\nor profit and loss or similar financial statement. The corporation shall\nbe allowed a reasonable time to prepare such annual balance sheet and\nprofit and loss or similar financial statement.\n (e-1) In addition to those documents described in paragraph (e) of\nthis section, members of a homeowners association incorporated pursuant\nto the provisions of this chapter shall also be entitled to review, upon\nrequest to the homeowners association's governing board, invoices,\nledgers, bank accounts, reconciliations, contracts, and any documents\nrelated to the expenditure of homeowners association dues.\n (f) Nothing herein contained shall impair the power of courts to\ncompel the production for examination of the books and records of a\ncorporation.\n (g) The books and records specified in paragraph (a) shall be prima\nfacie evidence of the facts therein stated in favor of the plaintiff in\nany action or special proceeding against such corporation or any of its\nofficers, directors or members.\n (h) Nothing in this chapter shall require an employee organization\ncertified or recognized for any collective negotiating unit of an\nemployer pursuant to article fourteen of the civil service law to\ndisclose the home address of any member or former member of such\norganization.\n