Title 10 – Corporations and Associations

Chapter 39 – Records and Reports-nonprofit Corporations

Article 1 – Records

• A. A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or board of directors without a meeting and a record of all actions taken by a committee of the board of directors on behalf of the corporation.
• B. A corporation shall maintain appropriate accounting records.
• C. A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the names and addresses of all members and in alphabetical order by class of membership showing the number of votes each member is entitled to cast and the class of memberships held by each member.
• D. A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
• E. A corporation shall keep a copy of all of the following records at its principal office, at its known place of business or at the office of its statutory agent:
• 1. Its articles or restated articles of incorporation and all amendments to them currently in effect.
• 2. Its bylaws or restated bylaws and all amendments to them currently in effect.
• 3. 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.
• 4. The minutes of all members’ meetings and records of all actions taken by members without a meeting for the past three years.
• 5. All written communications to members generally within the past three years, including the financial statements furnished for the past three years under section 10-11620.
• 6. A list of the names and business addresses of its current directors and officers.
• 7. Its most recent annual report delivered to the commission under section 10-11622.
• 8. An agreement among members under section 10-3732.
• F. Notwithstanding this chapter, a condominium association shall comply with title 33, chapter 9 and a planned community association shall comply with title 33, chapter 16 to the extent that this chapter is inconsistent with title 33, chapters 9 and 16.