(a) Required records.--Every nonprofit corporation shall keep an original and duplicate record of the proceedings of the members and the directors, and of any other body exercising powers or performing duties which under this article may be exercised or performed by such other body, the original or a copy of its bylaws, including all amendments thereto to date, certified by the secretary of the corporation, and an original or a duplicate membership register, giving the names of the members, and showing their respective addresses and the class and other details of the membership of each. Every such corporation shall also keep appropriate, complete and accurate books and records of account. The records provided for in this subsection shall be kept at either the registered office of the corporation in this Commonwealth or at its principal place of business wherever situated.
(b) Right to inspection.--Every member shall, upon written demand under oath stating the purpose thereof, have a right to examine, in person or by agent or attorney, during the usual hours for business for any proper purpose, the membership register, books and records of account, and records of the proceedings of the members, directors and such other body, and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to the interest of such person as a member. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the member. The demand under oath shall be directed to the corporation at its registered office in this Commonwealth or at its principal place of business wherever situated.
(c) Proceedings for the enforcement of inspection.--If the corporation, or an officer or agent thereof, refuses to permit an inspection sought by a member or attorney or other agent acting for the member pursuant to subsection (b) of this section or does not reply to the demand within five business days after the demand has been made, the member may apply to the court for an order to compel such inspection. The court shall determine whether or not the person seeking inspection is entitled to the inspection sought. The court may summarily order the corporation to permit the member to inspect the membership register and the other books and records of the corporation and to make copies or extracts therefrom; or the court may order the corporation to furnish to the member first pay to the corporation the reasonable cost of obtaining and furnishing such list and on such other conditions as the court deems appropriate. Where the member seeks to inspect the books and records of the corporation, other than its membership register or list of members, he shall first establish:
Where the member seeks to inspect the membership register or list of members of the corporation and he has complied with the provisions of this section respecting the form and manner of making demand for inspection of such documents, the burden of proof shall be upon the corporation to establish that the inspection he seeks is for an improper purpose. The court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other or further relief as the court may deem just and proper. The court may order books, documents, and records, pertinent extracts therefrom, or duly authenticated copies thereof, to be brought within this Commonwealth and kept in this Commonwealth upon such terms and conditions as the order may prescribe.
- that he has complied with the provisions of this section respecting the form and manner of making demand for inspection of such document; and
- that the inspection he seeks is for a proper purpose.
| [Webmaster note: A director performing his or her duty may claim greater access to corporate records of proceedings than may the general public. In particular, a member of a state bar association may not see necessarily all of the judicial candidate evaluation information available to directors or employees due to considerations of privacy, privilege, and confidentiality. See, Lewis v. Pennsylvania Bar Association, 549 Pa. 471, 701 A.2d 551 (1997).] |
The complete Pennsylvania Statutes are not yet available on the web. However, selected portions have been made available and can be accessed by CLICKING HERE. These statutes, though available instantaneously over the web, may not be the current law. Court decisions overturning them, later statutes amending them, and a host of other factors come into play when interpreting them. They are provided here as a resource. They should provide some information about the state of the law. However, a competent lawyer, who from other sources will research the law to insure what is current, should always be employed in matters of importance.