Records.

Ala. Code tit. 10A, ch. 3A, art. 4, div. A

in effect

Ala. Code § 10A-3A-4.01 Corporate Records.

10A-3A-4.01. Corporate Records. (a) A nonprofit corporation must maintain the following records: (1) its certificate of incorporation as currently in effect; (2) any notices to members referred to in Section 10A-3A-1.04(c)(5) specifying facts on which a filed document is dependent if those facts are not included in the certificate of incorporation or otherwise available as specified in Section 10A-3A-1.04(c)(5); (3) its bylaws as currently in effect; (4) all written communications within the past three years to members generally; (5) minutes of all meetings of, and records of all actions taken without a meeting by, its members, its board of directors, and board committees established under Section 10A-3A-8.25; and (6) a list of the names and business addresses of its current directors and officers. (b) A nonprofit corporation shall maintain all annual financial statements prepared for the nonprofit corporation for its last three fiscal years (or such shorter period of existence) and any audit or other reports with respect to those financial statements. (c) A nonprofit corporation shall maintain accounting records in a form that permits preparation of the financial statements. (d) A membership nonprofit corporation must maintain a record of its current members in alphabetical order by class of membership showing the address for each member to which notices and other communications from the membership nonprofit corporation are to be sent. In addition if a member has provided an electronic mail address to the membership nonprofit corporation or has consented to receive notices or other communications by electronic mail or other electronic transmission, the record of members shall include the electronic mail or other electronic transmission address of the member if notices or other communications are being delivered by the membership nonprofit corporation to the member at that electronic mail or other electronic transmission address pursuant to Section 10A-3A-1.03(d). An electronic mail address of a member shall be deemed to be provided by a member if it is contained in a communication to the membership nonprofit corporation by or on behalf of the member, unless the communication expressly indicates that the electronic mail address may not be used to deliver notices or other communications. (e) A nonprofit corporation must maintain the records specified in this section in a manner so that they may be made available for inspection within a reasonable time. EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-4.02 Inspection Rights of Members.

10A-3A-4.02. Inspection Rights of Members. Subject to subsection (h): (a) A member of a membership nonprofit corporation is entitled to inspect and copy, during regular business hours at the membership nonprofit corporation’s principal office, any of the records of the membership nonprofit corporation described in Section 10A-3A-4.01(a), excluding minutes of meetings of, and records of actions taken without a meeting by, the membership nonprofit corporation’s board of directors and board committees established under Section 10A-3A-8.25, if the member gives the membership nonprofit corporation a signed written notice of the member’s demand at least five business days before the date on which the member wishes to inspect and copy. (b) A member of a membership nonprofit corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the membership nonprofit corporation, any of the following records of the membership nonprofit corporation if the member meets the requirements of subsection (c) and gives the membership nonprofit corporation a signed written notice of the member’s demand at least five business days before the date on which the member wishes to inspect and copy: (1) the financial statements of the membership nonprofit corporation maintained in accordance with Section 10A-3A-4.01(b); provided, however, that the membership nonprofit corporation may deliver or make available the financial statements to the requesting member by posting them on the membership nonprofit corporation’s website or by other generally recognized means. If financial statements have been prepared for the membership nonprofit corporation on the basis of generally accepted accounting principles for that specified period, the membership nonprofit corporation shall deliver or make available those financial statements to the requesting member. If the annual financial statements to be delivered or made available to the requesting member are audited or otherwise reported upon by a public accountant, the report shall also be delivered or made available to the requesting member; (2) the accounting records of the membership nonprofit corporation maintained in accordance with Section 10A-3A-4.01(c) that permitted the preparation of the financial statements maintained in accordance with Section 10A-3A-4.01(b); and (3) excerpts from minutes of any meeting of, or records of any actions taken without a meeting by, the board of directors and board committees maintained in accordance with Section 10A-3A-4.01(a); and (4) subject to Section 10A-3A-4.06, the record of members maintained in accordance with Section 10A-3A-4.01(d); provided however, the membership nonprofit corporation may withhold the record of members maintained in accordance with Section 10A-3A-4.01(d) if the demanding member of the membership nonprofit corporation has used, or has aided or abetted any person to use, the record of members in violation of Section 10A-3A-4.06. (c)(1) A member may inspect and copy the records described in subsection (b) only if: (i) the member has delivered to the membership nonprofit corporation a signed written notice of the member’s demand at least five business days before the date on which the member wishes to inspect and copy; (ii) the member’s demand is made in good faith and for a proper purpose; (iii) the member’s demand describes with reasonable particularity the member’s purpose and the records the member desires to inspect; and (iv) the records are directly related to the member’s purpose. (2) For purposes of this subsection (c), a proper purpose shall mean a purpose directly related to the member’s interest as a member; provided, however, that a demand shall not be for a proper purpose if the membership nonprofit corporation reasonably determines that the demand is in connection with an active or pending civil lawsuit to which the membership nonprofit corporation, or its affiliate, and the member, or the member’s affiliate, are, or are expected to be, adversarial named parties. (d) The membership nonprofit corporation may redact portions of the records to be inspected and copied under subsections (a) and (b) to the extent the portions so redacted are not directly related to the member’s purpose. The membership nonprofit corporation may also impose reasonable restrictions and conditions on access to and use of the records to be inspected and copied under subsections (a) and (b), including designating information confidential and imposing nondisclosure and safeguarding, and may further keep confidential from its members and other persons, for a period of time as the membership nonprofit corporation deems reasonable any information that the membership nonprofit corporation reasonably believes to be in the nature of a trade secret or other information the disclosure of which the membership nonprofit corporation in good faith believes is not in the best interest of the membership nonprofit corporation or could damage the membership nonprofit corporation or its activities or affairs, or that the membership nonprofit corporation is required by law or by agreement with a third party to keep confidential. In any dispute concerning the reasonableness of a restriction under this subsection, the membership nonprofit corporation has the burden of proving reasonableness. (e) For any meeting of members for which the record date for determining members entitled to vote at the meeting is different than the record date for notice of the meeting, any person who becomes a member subsequent to the record date for notice of the meeting and is entitled to vote at the meeting is entitled to obtain from the membership nonprofit corporation upon request the notice and any other information provided by the membership nonprofit corporation to members in connection with the meeting, unless the membership nonprofit corporation has made that information generally available to members by posting it on the membership nonprofit corporation’s website or by other generally recognized means. Failure of a membership nonprofit corporation to provide that information does not affect the validity of action taken at the meeting. (f) The right of inspection granted by subsection (b) may be limited by a membership nonprofit corporation’s certificate of incorporation. (g) This section does not affect the right of a member to inspect records under Section 10A-3A-7.20 or, if the member is in litigation with the membership nonprofit corporation, to the same extent as any other litigant. (h) The right of a member to inspect and copy the records described in subsections (a) and (b) may be denied by the membership nonprofit corporation if the membership nonprofit corporation determines that the demanding member has within two years preceding his, her, or its demand improperly used any information secured through any prior examination of the records of the membership nonprofit corporation. (Act 2023-503, §1; Act 2026-495, §1.)

Ala. Code § 10A-3A-4.03 Scope of Inspection Right of Members.

10A-3A-4.03. Scope of Inspection Right of Members. If a member is entitled to inspection and copying rights under Section 10A-3A-4.02: (a) A member may appoint an agent or attorney to exercise the member’s inspection and copying rights under Section 10A-3A-4.02. In that case, the demand shall be accompanied by a power of attorney or other writing which authorizes the agent or attorney to so act on behalf of the member. (b) The membership nonprofit corporation may, if reasonable, satisfy the right of a member to copy records under Section 10A-3A-4.02 by furnishing to the member copies by photocopy or other means as are chosen by the membership nonprofit corporation, including furnishing copies through electronic transmission. (c) The membership nonprofit corporation may comply at its expense with a member’s demand to inspect the record of members under Section 10A-3A-4.02(b)(4) by providing the member with a list of members that was compiled no earlier than the date of the member’s demand. (d) The membership nonprofit corporation may impose a reasonable charge to cover the costs of providing copies of documents to the member, which may be based on an estimate of those costs. (Act 2023-503, §1; Act 2026-495, §1.)

Ala. Code § 10A-3A-4.04 Court-Ordered Inspection of Membership Nonprofit Corporation.

10A-3A-4.04. Court-Ordered Inspection of Membership Nonprofit Corporation. If a member is entitled to inspection and copying rights under Section 10A-3A-4.02: (a) If a membership nonprofit corporation does not allow a member who complies with Section 10A-3A-4.02(a) to inspect and copy any records required by that section to be available for inspection, the designated court, and if none, the circuit court for the county in which the membership nonprofit corporation’s principal office is located in this state, and if none in this state, the circuit court for the county in which the membership nonprofit corporation’s most recent registered office is located may summarily order inspection and copying of the records demanded at the membership nonprofit corporation’s expense upon application of the member. (b) If a membership nonprofit corporation does not within a reasonable time allow a member who complies with Section 10A-3A-4.02(b) to inspect and copy the records as required by that section, the member who complies with Section 10A-3A-4.02(c) may apply to the designated court, and if none, the circuit court for the county in which the membership nonprofit corporation’s principal office is located in this state, and if none in this state, the circuit court for the county in which the membership nonprofit corporation’s most recent registered office is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis. (c) If the court orders inspection and copying of the records demanded under Section 10A-3A-4.02(b), it may impose reasonable restrictions on their confidentiality, use, or distribution by the demanding member and the court shall also order the membership nonprofit corporation to pay the member’s expenses incurred to obtain the order unless the membership nonprofit corporation establishes that it refused inspection in good faith because the membership nonprofit corporation had: (1) a reasonable basis for doubt about the right of the member to inspect the records demanded; or (2) required reasonable restrictions on the confidentiality, use, or distribution of the records demanded to which the demanding member had been unwilling to agree. If the membership nonprofit corporation has declined to deliver or make available the records because the member had been unwilling to agree to restrictions proposed by the membership nonprofit corporation on the confidentiality, use, or distribution of the records, the membership nonprofit corporation shall have the burden of demonstrating that the restrictions proposed by the membership nonprofit corporation were reasonable. (Act 2023-503, §1; Act 2026-495, §1.)

Ala. Code § 10A-3A-4.05 Inspection Right of Directors.

10A-3A-4.05. Inspection Right of Directors. (a) A director of a nonprofit corporation is entitled to inspect and copy the books, records, and documents of the nonprofit corporation at any reasonable time to the extent reasonably related to the performance of the director’s duties as a director, including duties as a member of a board committee, but not for any other purpose or in any manner that would violate any duty to the nonprofit corporation. (b) The designated court, and if none, the circuit court for the county in which the nonprofit corporation’s principal office is located in this state, and if none in this state, the circuit court for the county in which the nonprofit corporation’s most recent registered office is located may order inspection and copying of the books, records, and documents at the nonprofit corporation’s expense, upon application of a director who has been refused inspection rights, unless the nonprofit corporation establishes that the director is not entitled to inspection rights. The court shall dispose of an application under this subsection on an expedited basis. (c) If an order is issued, the court may include provisions protecting the nonprofit corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the nonprofit corporation, and may also order the nonprofit corporation to reimburse the director for the director’s expenses incurred in connection with the application. EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-4.06 Limitations on Use of Membership List.

10A-3A-4.06. Limitations on Use of Membership List. (a) Unless otherwise permitted by the certificate of incorporation or bylaws of a membership nonprofit corporation, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member’s interest as a member without the consent of the board of directors, including without limitation: (1) to solicit money or property unless the money or property will be used solely to solicit the votes of the members in an election to be held by the membership nonprofit corporation; (2) for any commercial purpose; or (3) to be sold or purchased by any person. (b) Instead of making a membership list available for inspection and copying under this Division, a membership nonprofit corporation may elect to proceed under the procedures set forth in Section 10A-3A-7.20(e). EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-4.07 Grant of Inspection Rights to Designated Persons.

10A-3A-4.07. Grant of Inspection Rights to Designated Persons. If the certificate of incorporation provides approval rights to a person or group of persons as authorized in Section 10A-3A-2.02(b)(ix), then the certificate of incorporation may grant inspection rights to that person or group of persons. Any grant of inspection rights under this section may set forth the scope, rights, limits, restrictions, conditions, confidentiality, and any other matter related to that grant of the inspection rights. EndFragment (Act 2023-503, §1.)

Source: Alabama Legislature (alison.legislature.state.al.us)URL: https://alison.legislature.state.al.us/code-of-alabamaFetched: 10/20/2026