2023 New York Laws › NPC - Not-For-Profit Corporation › Article 6 - Members › 621 - Books and Records; Right of Inspection; Prima Facie Evidence.

§ 621. Books and records; right of inspection; prima facie evidence.
(a) Except as otherwise provided herein, every corporation shall keep,
at the office of the corporation, correct and complete books and records
of  account  and  minutes  of  the proceedings of its members, board and
executive committee, if any, and shall keep at such  office  or  at  the
office  of  its  transfer  agent  or  registrar in this state, a list or
record containing the names and addresses of all members, the  class  or
classes  of membership or capital certificates and the number of capital
certificates held by each and the dates when  they  respectively  became
the  holders  of  record  thereof.  A corporation may keep its books and
records of account in an office of the corporation without the state, as
specified in its certificate of  incorporation.  Any  of  the  foregoing
books,  minutes  and records may be in written form or in any other form
capable of being converted into written form within a reasonable time.
(b) Any person who shall have been a member of record of a corporation
for at least six months immediately preceding his demand, or any  person
holding,  or thereunto authorized in writing by the holders of, at least
five percent of any class of the outstanding capital certificates,  upon
at  least  five  days  written demand shall have the right to examine in
person or by agent or attorney, during usual business hours, its minutes
of the proceedings of its members and list or record of members  and  to
make extracts therefrom.
(c)  An  inspection  authorized by paragraph (b) may be denied to such
member or other person upon his refusal to furnish to  the  corporation,
its transfer agent or registrar an affidavit that such inspection is not
desired and will not be used for a purpose which is in the interest of a
business  or  object other than the business of the corporation and that
he has not within five years given, sold or offered for sale any list or
record of members of any domestic or foreign  corporation  or  aided  or
abetted, or attempted or offered to aid or abet, any person in procuring
any such list or record of members for any such purpose.
(d)  Upon  refusal by the corporation or by an officer or agent of the
corporation to permit an inspection of the minutes of the proceedings of
its members or of the list or record of members, as herein provided, the
person making the demand for inspection may apply to the  supreme  court
in the judicial district where the office of the corporation is located,
upon  such  notice  as  the court may direct, for an order directing the
corporation, its officer or agent to show cause why an order should  not
be  granted permitting such inspection by the applicant. Upon the return
day of the order to  show  cause,  the  court  shall  hear  the  parties
summarily,  by  affidavit  or  otherwise,  and  if  it  appears that the
applicant is qualified and entitled to such inspection, the court  shall
grant  an  order  compelling  such  inspection and awarding such further
relief as to the court may seem just and proper.
(e) Upon the written request of any  person  who  shall  have  been  a
member  of  record  for  at  least  six months immediately preceding his
request, or of any person holding, or thereunto authorized in writing by
the holders of, at least five percent of any class  of  the  outstanding
capital  certificates,  the  corporation shall provide to such member an
annual balance sheet and  profit  and  loss  statement  or  a  financial
statement  performing  a similar function for the preceding fiscal year,
and, if any  interim  balance  sheet  or  profit  and  loss  or  similar
financial  statement  has  been  distributed to its members or otherwise
made available to the public, the most recent such interim balance sheet
or profit and loss or similar financial statement. The corporation shall
be allowed a reasonable time to prepare such annual  balance  sheet  and
profit and loss or similar financial statement.
(e-1)  In  addition  to  those documents described in paragraph (e) of
this section, members of a homeowners association incorporated  pursuant
to the provisions of this chapter shall also be entitled to review, upon
request  to  the  homeowners  association's  governing  board, invoices,
ledgers,  bank  accounts,  reconciliations, contracts, and any documents
related to the expenditure of homeowners association dues.
(f) Nothing herein contained shall  impair  the  power  of  courts  to
compel  the  production  for  examination  of the books and records of a
corporation.
(g) The books and records specified in paragraph (a)  shall  be  prima
facie  evidence of the facts therein stated in favor of the plaintiff in
any action or special proceeding against such corporation or any of  its
officers, directors or members.
(h)  Nothing  in  this  chapter shall require an employee organization
certified or recognized  for  any  collective  negotiating  unit  of  an
employer  pursuant  to  article  fourteen  of  the  civil service law to
disclose the home address  of  any  member  or  former  member  of  such
organization.