2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 55 - Corporate Powers, Duties and Safeguards
5508 - Corporate records; inspection by members.

     § 5508.  Corporate records; inspection by members.
        (a)  Required records.--Every nonprofit corporation shall
     keep minutes of the proceedings of the members, the directors
     and any other body, and a membership register, giving the names
     and addresses of all members and the class and other details of
     the membership of each. The corporation shall also keep
     appropriate, complete and accurate books or records of account.
     The records provided for in this subsection shall be kept at any
     of the following locations:
            (1)  the registered office of the corporation in this
        Commonwealth;
            (2)  the principal place of business wherever situated;
        or
            (3)  any actual business office of the corporation.
        (b)  Right of inspection by a member.--Every member shall,
     upon written verified demand 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 any other body, and to
     make copies or extracts therefrom. A proper purpose shall mean a
     purpose reasonably related to the interest of the person as a
     member. In every instance where an attorney or other agent is
     the person who seeks the right of inspection, the demand shall
     be accompanied by a verified power of attorney or other writing
     that authorizes the attorney or other agent to so act on behalf
     of the member. The demand shall be directed to the corporation:
            (1)  at its registered office in this Commonwealth;
            (2)  at its principal place of business wherever
        situated; or
            (3)  in care of the person in charge of an actual
        business office of the corporation.
        (c)  Proceedings for the enforcement of inspection by a
     member.--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)
     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 the 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 a list of its members as of a specific
     date on condition that the member first pay to the corporation
     the reasonable cost of obtaining and furnishing the 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:
            (1)  that he has complied with the provisions of this
        section respecting the form and manner of making demand for
        inspection of such document; and
            (2)  that the inspection he seeks is for a proper
        purpose.
     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 the 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 deems just and proper. The court may order
     books, documents and records, pertinent extracts therefrom, or
     duly authenticated copies thereof, to be brought into this
     Commonwealth and kept in this Commonwealth upon such terms and
     conditions as the order may prescribe.
        (d)  Cross references.--See sections 107 (relating to form of
     records) and 5512 (relating to informational rights of a
     director).
     (June 22, 2001, P.L.418, No.34, eff. 60 days)

        Cross References.  Section 5508 is referred to in sections
     5512, 6145 of this title.