The Vermont Statutes Online

Title 11B: Nonprofit Corporations

Chapter 016: Records and Reports

• Subchapter 001: CORPORATE POWERS

• § 16.01. Corporate 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 directors without a meeting, and a record of all actions taken by committees of the board of directors as authorized by subsection 8.25(d) of this title.

  (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 name and address of all members, in alphabetical order by class showing the number of votes each member is entitled to vote.

  (d) A corporation shall maintain its records in written form or in another form, including electronic form, capable of conversion into written form within a reasonable time.

  (e) A corporation shall keep a copy of the following records at its principal office (or, if none in this State, then the registered office):

  (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 meetings of members and records of all actions approved by the members for the past three years;

  (5) all written or electronic communications to members generally within the past three years, including the financial statements furnished for the past three years under section 16.20 of this title;

  (6) a list of the names and business or home addresses of its current directors and officers; and

  (7) its most recent biennial report delivered to the Secretary of State under section 16.22 of this title. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2009, No. 78 (Adj. Sess.), § 37, eff. April 15, 2010.)

• § 16.02. Inspection of records by members

  (a) Subject to subsection 16.03(c) of this title, a member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in subsection 16.01(e) of this title if the member gives the corporation written notice at least five business days before the date on which the member wishes to inspect and copy.

  (b) A member is entitled to inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (c) of this section and gives the corporation written notice at least five business days before the date on which the member wishes to inspect and copy:

  (1) excerpts from any records required to be maintained under subsection 16.01(a) of this title, to the extent not subject to inspection under subsection 16.02(a) of this title;

  (2) accounting records of the corporation; and

  (3) subject to section 16.05 of this title, the membership list.

  (c) A member may inspect and copy the records identified in subsection (b) of this section only if:

  (1) the member’s demand is made in good faith and for a proper purpose;

  (2) the member describes with reasonable particularity the purpose and the records the member desires to inspect; and

  (3) the records are directly connected with this purpose.

  (d) This section does not affect:

  (1) the right of a member to inspect records under section 7.20 of this title or, if the member is in litigation with the corporation, to the same extent as any other litigant; or

  (2) the power of a court, independently of this title, to compel the production of corporate records for examination. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

• § 16.03. Scope of inspection right

  (a) A member’s agent or attorney has the same inspection and copying rights as the member the agent or attorney represents.

  (b) The right to copy records under section 16.02 of this title includes, if reasonable, the right to receive copies on computer diskette, or made by photographic, xerographic, or other means.

  (c) The corporation may impose a reasonable charge for labor and materials necessary to provide copies of any document for a member. The charge may not exceed the estimated cost of such copies.

  (d) The corporation may comply with a member’s demand to inspect the record of members under subdivision 16.02(b)(3) of this title by providing the member with a list of its members that was compiled no earlier than the date of the member’s demand. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

• § 16.04. Court-ordered inspection

  (a) If a corporation does not allow a member who complies with subsection 16.02(a) of this title to inspect and copy any records required by that subsection to be available for inspection, the Superior Court in the county where the corporation’s principal office (or, if none in this State, then the registered office) is located may summarily order inspection and copying of the records demanded at the corporation’s expense upon application of the member.

  (b) If a corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with subsections 16.02(b) and (c) of this title may apply to the Superior Court in the county where the corporation’s principal office (or, if none in this State, the 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, it shall also order the corporation to pay the member’s costs (including reasonable counsel fees) incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member to inspect the records demanded.

  (d) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

• § 16.05. Limitations on use of membership list

  (a) Without consent of the board, 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 limiting the generality of the foregoing, without the consent of the board a membership list or any part thereof may not be:

  (1) used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation;

  (2) used for any commercial purpose; or

  (3) sold to or purchased by any person.

  (b) A corporation may use its membership list for solicitation of money or property for its own purposes. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

• Subchapter 002: REPORTS

• § 16.20. Financial statements for members

  (a) A corporation upon written demand from a member shall furnish that member its latest annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliates, as appropriate, that include a balance sheet as of the end of the fiscal year and statement of operations for the year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

  (b) If annual financial statements are reported upon by a public accountant, the accountant’s report must accompany them. If not, the statements must be accompanied by the statement of the president or the person responsible for the corporation’s financial accounting records:

  (1) stating the president’s or other person’s reasonable belief as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and

  (2) describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

• § 16.21. Report of indemnification to members

  If a corporation indemnifies or advances expenses to a director under section 8.51, 8.52, 8.53, or 8.54 of this title in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of members. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

• § 16.22. Biennial report for Secretary of State

  (a) Each domestic corporation, and each foreign corporation authorized to transact business in this State, shall deliver to the Secretary of State a biennial report on a form prescribed and furnished by the Secretary of State that sets forth:

  (1) the name of the corporation and the state or country under whose law it is incorporated;

  (2) the address of its registered office and the name of its registered agent at the office in this State;

  (3) the address of its principal office;

  (4) the names and business or residence addresses of its directors and principal officers; and

  (5) a brief description of the nature of its activities.

  (b) The information in the biennial report must be current on the date the biennial report is executed on behalf of the corporation.

  (c) The first biennial report must be delivered to the Secretary of State between January 1 and April 1 of the year following the calendar year in which a domestic corporation was incorporated or a foreign corporation was authorized to transact business. Subsequent biennial reports must be delivered to the Secretary of State between January 1 and April 1 following each succeeding two calendar years.

  (d) If a biennial report does not contain the information required by this section, the Secretary of State shall promptly notify the reporting domestic or foreign corporation in writing and return the report to it for correction. If the report is corrected to contain the information required by this section and delivered to the Secretary of State within 30 days after the effective date of notice, it is deemed to be timely filed. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)