North Carolina § 55A-16-02 - Inspection of records by members.

§ 55A-16-02. Inspection of records by members.

A member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in G.S. 55A-16-01(e) if the member gives the corporation written notice of his demand at least five business days before the date on which the member wishes to inspect and copy. A member is entitled to inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (c) of this section and gives the corporation written notice of his demand at least five business days before the date on which the member wishes to inspect and copy: Excerpts from any records required to be maintained under G.S. 55A-16-01(a), to the extent not subject to inspection under G.S. 55A-16-02(a); Accounting records of the corporation; and Subject to G.S. 55A-16-05, the membership list. A member may inspect and copy the records identified in subsection (b) of this section only if: The member's demand is made in good faith and for a proper purpose; The member describes with reasonable particularity the purpose and the records the member desires to inspect; and The records are directly connected with this purpose. This section does not affect: The right of a member to inspect records under G.S. 55A-7-20 or, if the member is in litigation with the corporation, to inspect the records to the same extent as any other litigant; or The power of a court, independently of this Chapter, to compel the production of corporate records for examination. A member of a corporation that has the power to elect, appoint, or designate a majority of the directors of another domestic or foreign corporation, whether nonprofit or business, shall have inspection rights with respect to the records of that other corporation. History (1955, c. 1230; 1985 (Reg. Sess., 1986), c. 801, s. 31; 1993, c. 398, s. 1.) NORTH CAROLINA COMMENTARY In certain respects, the inspection rights provided by this section are more limited than those set forth in former G.S. 55A-27, which provided inspection rights with respect to "all books and records." However, unlike prior law, inspection rights are now granted with respect to the records of subsidiary corporations. For certain records, subsection (c) imposes conditions other than a "proper purpose," which was the only requirement under the prior law. Legal Periodicals. - For note, "The Nonprofit Corporation in North Carolina: Recognizing a Right to Member Derivative Suits," see 63 N.C.L. Rev. 999 (1985).