Records, Information, and Reports

Utah Code tit. 16, ch. 16-6a, pt. 16-6a-P16

in effect

Utah Code § 16-6a-1601 Corporate records.

16-6a-1601. Corporate records. (1) A nonprofit corporation shall keep as permanent records: (a) minutes of all meetings of its members and board of directors; (b) a record of all actions taken by the members or board of directors without a meeting; (c) a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the nonprofit corporation; and (d) a record of all waivers of notices of meetings of members and of the board of directors or any committee of the board of directors. (2) A nonprofit corporation shall maintain appropriate accounting records. (3) A nonprofit corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the name and address of all members: (a) in alphabetical order, by class; and (b) showing the number of votes each member is entitled to vote. (4) A nonprofit corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time. (5) A nonprofit corporation shall keep a copy of each of the following records at its principal office: (a) its articles of incorporation; (b) its bylaws; (c) resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations, and obligations of members or any class or category of members; (d) the minutes of all members' meetings for a period of three years; (e) records of all action taken by members without a meeting, for a period of three years; (f) all written communications to members generally as members for a period of three years; (g) a list of the names and business or home addresses of its current directors and officers; (h) a copy of its most recent annual report delivered to the division under Section 16-1a-212; and (i) all financial statements prepared for periods ending during the last three years that a member could have requested under Section 16-6a-1606. Amended by Chapter 92, 2026 General Session

Utah Code § 16-6a-1602 Inspection of records by directors and members.

16-6a-1602. Inspection of records by directors and members. (1) A director or member is entitled to inspect and copy any of the records of the nonprofit corporation described in Subsection 16-6a-1601(5): (a) during regular business hours; (b) at the nonprofit corporation's principal office; and (c) if the director or member gives the nonprofit corporation written demand, at least five business days before the date on which the member wishes to inspect and copy the records. (2) In addition to the rights set forth in Subsection (1), a director or member is entitled to inspect and copy any of the other records of the nonprofit corporation described in Subsections 16-6a-1601(1) through (3): (a) during regular business hours; (b) at a reasonable location specified by the nonprofit corporation; and (c) at least five business days before the date on which the member wishes to inspect and copy the records, if the director or member: (i) meets the requirements of Subsection (3); and (ii) gives the nonprofit corporation written demand. (3) A director or member may inspect and copy the records described in Subsections (1) and (2) only if: (a) the demand is made: (i) in good faith; and (ii) for a proper purpose; (b) the director or member describes with reasonable particularity the purpose and the records the director or member desires to inspect; and (c) the records are directly connected with the described purpose. (4) Notwithstanding Section 16-6a-102, for purposes of this section: (a) "member" includes: (i) a beneficial owner whose membership interest is held in a voting trust; and (ii) any other beneficial owner of a membership interest who establishes beneficial ownership; and (b) "proper purpose" means a purpose reasonably related to the demanding member's or director's interest as a member or director. (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 director or member to inspect records under Section 16-6a-710; (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 this chapter, to compel the production of corporate records for examination. (7) A director or member may not use any information obtained through the inspection or copying of records permitted by Subsection (2) for any purposes other than those set forth in a demand made under Subsection (3). Amended by Chapter 519, 2024 General Session

Utah Code § 16-6a-1603 Scope of inspection right.

16-6a-1603. Scope of inspection right. (1) A director's or member's agent or attorney has the same inspection and copying rights as the director or member. (2) The right to copy records under Section 16-6a-1602 includes, if reasonable, the right to receive copies made by photographic, xerographic, electronic, or other means. (3) Except as provided in Section 16-6a-1606, the nonprofit corporation may impose a reasonable charge covering the costs of labor and material for copies of any documents provided to the director or member. The charge may not exceed the estimated cost of production and reproduction of the records. (4) The nonprofit corporation may comply with a director's or member's demand to inspect the record of members under Subsection 16-6a-1601(3) by furnishing to the director or member a list of directors or members that: (a) complies with Subsection 16-6a-1601(3); and (b) is compiled no earlier than the date of the director's or member's demand. Amended by Chapter 218, 2010 General Session

Utah Code § 16-6a-1604 Court-ordered inspection of corporate records.

16-6a-1604. Court-ordered inspection of corporate records. (1) (a) A director or member may bring a petition in a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, against a nonprofit corporation if: (i) the nonprofit corporation refuses to allow a director or member, or the director's or member's agent or attorney, to inspect or copy any records that the director or member is entitled to inspect or copy under Subsection 16-6a-1602(1); and (ii) the director or member complies with Subsection 16-6a-1602(1). (b) If a petition is filed under Subsection (1)(a), the court may summarily order the inspection or copying of the records demanded at the nonprofit corporation's expense on an expedited basis. (2) (a) A director or member may bring a petition in a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, against a nonprofit corporation if: (i) the nonprofit corporation refuses to allow a director or member, or the director's or member's agent or attorney, to inspect or copy any records that the director or member is entitled to inspect or copy pursuant to Subsections 16-6a-1602(2) and (3) within a reasonable time following the director's or member's demand; and (ii) the director or member complies with Subsections 16-6a-1602(2) and (3). (b) If a petition is brought under Subsection (2)(a), the court may summarily order the inspection or copying of the records demanded. (3) If a court orders inspection or copying of the records demanded under Subsection (1) or (2), unless the nonprofit corporation proves that the nonprofit corporation refused inspection or copying in good faith because the nonprofit corporation had a reasonable basis for doubt about the right of the director or member, or the director's or member's agent or attorney, to inspect or copy the records demanded: (a) the court shall also order the nonprofit corporation to pay the director's or member's costs, including reasonable counsel fees, incurred to obtain the order; (b) the court may order the nonprofit corporation to pay the director or member for any damages the member incurred; (c) if inspection or copying is ordered pursuant to Subsection (2), the court may order the nonprofit corporation to pay the director's or member's inspection and copying expenses; and (d) the court may grant the director or member any other remedy provided by law. (4) If a court orders inspection or copying of records demanded, the court may impose reasonable restrictions on the use or distribution of the records by the demanding director or member. Amended by Chapter 401, 2023 General Session

Utah Code § 16-6a-1605 Limitations on use of membership list.

16-6a-1605. Limitations on use of membership list. (1) Without consent of the board of directors, a membership list or any part of a membership list may not be obtained or used by any person for any purpose unrelated to a member's interest as a member. (2) Without limiting the generality of Subsection (1), without the consent of the board of directors, a membership list or any part of a membership list may not be: (a) used 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 nonprofit corporation; (b) used for any commercial purpose; or (c) sold to or purchased by any person. Enacted by Chapter 300, 2000 General Session

Utah Code § 16-6a-1606 Financial statements.

16-6a-1606. Financial statements. By no later than 15 days after the day on which the nonprofit corporation receives a written request of any member, a nonprofit corporation shall mail to the member the following that show in reasonable detail the assets and liabilities and results of the operations of the nonprofit corporation: (1) the nonprofit corporation's most recent annual financial statements, if any; and (2) the nonprofit corporation's most recently published financial statements, if any. Amended by Chapter 197, 2002 General Session

Utah Code § 16-6a-1608 Statement of person named as director or officer.

16-6a-1608. Statement of person named as director or officer. Any person named as a director or officer of a domestic or foreign nonprofit corporation in an annual report or other document on file with the division may, if that person does not hold the named position, deliver to the division for filing a statement setting forth: (1) that person's name; (2) the domestic or foreign nonprofit corporation's name; (3) information sufficient to identify the report or other document in which the person is named as a director or officer; and (4) (a) the date on which the person ceased to be a director or officer of the domestic or foreign nonprofit corporation; or (b) a statement that the person did not hold the position for which the person was named in the corporate report or other document. Enacted by Chapter 300, 2000 General Session

Utah Code § 16-6a-1609 Interrogatories by division.

16-6a-1609. Interrogatories by division. (1) (a) The division may give interrogatories reasonably necessary to ascertain whether a nonprofit corporation has complied with the provisions of this chapter applicable to the nonprofit corporation to: (i) any domestic or foreign nonprofit corporation subject to the provisions of this chapter; and (ii) to any officer or director of a nonprofit corporation described in Subsection (1)(a)(i). (b) The interrogatories described in this Subsection (1) shall be answered within: (i) 30 days after the mailing of the interrogatories; or (ii) additional time as fixed by the division. (c) The answers to the interrogatories shall be: (i) full and complete; and (ii) made in writing. (d) (i) If the interrogatories are directed to an individual, the interrogatories shall be answered by the individual. (ii) If directed to a nonprofit corporation, the interrogatories shall be answered by: (A) the chair of the board of directors of the nonprofit corporation; (B) all of the nonprofit corporation's directors; (C) one of the nonprofit corporation's officers; or (D) any other person authorized to answer the interrogatories as the nonprofit corporation's agent. (e) (i) The division need not file any document to which the interrogatories relate until the interrogatories are answered as provided in this section. (ii) Notwithstanding Subsection (1)(e)(i), the division need not file a document to which the interrogatory relates if the answers to the interrogatory disclose that the document is not in conformity with the provisions of this chapter. (f) The division shall certify to the attorney general, for such action as the attorney general considers appropriate, all interrogatories and answers to interrogatories that disclose a violation of this chapter. (2) (a) Interrogatories given by the division under Subsection (1), and the answers to interrogatories, may not be open to public inspection. (b) The division may not disclose any facts or information obtained from the interrogatories or answers to the interrogatories, except: (i) as the official duties of the division may require the facts or information to be made public; or (ii) in the event the interrogatories or the answers to the interrogatories are required for evidence in any criminal proceedings or in any other action by this state. (3) Each domestic or foreign nonprofit corporation that knowingly fails or refuses to answer truthfully and fully, within the time prescribed by Subsection (1), interrogatories given to the domestic or foreign nonprofit corporation by the division in accordance with Subsection (1) is guilty of a class C misdemeanor and, upon conviction, shall be punished by a fine of not more than $500. (4) Each officer and director of a domestic or foreign nonprofit corporation who knowingly fails or refuses to answer truthfully and fully, within the time prescribed by Subsection (1), interrogatories given to the officer or director by the division in accordance with Subsection (1) is guilty of a class B misdemeanor and, upon conviction, shall be punished by a fine of not more than $1,000. (5) The attorney general may enforce this section by bringing an action in a court with jurisdiction under Title 78A, Judiciary and Judicial Administration. Amended by Chapter 401, 2023 General Session

Utah Code § 16-6a-1610 Scope of a member's right to inspect or receive copies.

16-6a-1610. Scope of a member's right to inspect or receive copies. Notwithstanding the other provisions of this part, unless otherwise provided in the bylaws, a right of a member to inspect or receive information from a nonprofit corporation that is created by this part applies only to a voting member of the nonprofit corporation. Enacted by Chapter 197, 2002 General Session

Source: Utah Office of Legislative Research and General Counsel (le.utah.gov)URL: https://le.utah.gov/xcode/Title16/Chapter6A/16-6a-P16.html?v=C16-6a-P16_1800010118000101Fetched: 10/26/2026