Section: Nonprofit Corporation Act

1. Each domestic corporation and each foreign corporation authorized to conduct affairs in this state shall deliver to the commission for filing an annual report that sets forth all of the following:
   1. The name of the corporation and the state or country under whose law it is incorporated.
   2. The address of its known place of business and the name and address of its agent in this state.
   3. The address of its principal office.
   4. The names and business addresses of its directors and principal officers.
   5. A brief description of the nature of its activities.
   6. Whether or not it has members.
   7. A certificate of disclosure containing the information set forth in section 10-3202, subsection D.
   8. A statement that all corporate income tax returns required by title 43 have been filed with the department of revenue.
2. A unit owners’ association that is subject to title 33, chapter 9 or a planned community association that is subject to title 33, chapter 16 shall attach to and submit with the annual report a separate statement containing the name of the designated agent or management company for the association, the address for the association and the telephone number, e-mail address and website if any and fax number if any of the association or its designated agent or management company. Unit owners’ associations and planned community associations shall file an amended statement reflecting changes in designated agent or management company within thirty days of any change.
3. The information in the annual report and the separate statement that is prescribed by subsection B of this section shall be current as of the date the annual report and separate statement are executed on behalf of the corporation.
4. The annual report for all corporations shall be delivered to the commission for filing, and the annual fee shall be paid on or before the date assigned by the commission. The commission may stagger the annual report filing date for all corporations and adjust the annual fee on a pro rata basis. The corporation shall deliver the annual report to the commission for filing each subsequent year in the anniversary month on the date assigned by the commission. If a corporation is unable to file the annual report required by this section on or before the date prescribed by this section, the corporation may file, but only on or before this date, a written request with the commission for an extension of time, not to exceed six months, in which to file the annual report. The request for an extension of time shall be accompanied by the annual registration fee required by law. After filing the request for an extension of time and on receipt of the annual registration fee, the commission shall grant the request.
5. If an annual report does not contain the information requested by this section, the commission shall promptly notify the reporting domestic or foreign corporation in writing and shall return the report to it for correction.  If the report is corrected to contain the information required by this section and delivered to the commission within thirty days after the effective date of notice, it is deemed to be timely filed.
6. Any corporation that is exempt from the requirement of filing an annual report shall deliver annually a certificate of disclosure that contains the information set forth in section 10-3202, subsection D and that is executed by any two executive officers or directors of the corporation on or before May 31. If the certificate is not delivered within ninety days after the due date of the annual report or within ninety days after May 31 in the case of any corporation that is exempt from the requirement of filing an annual report, the commission shall initiate administrative dissolution of that corporation or revoke the application for authority of that corporation pursuant to chapters 24 through 40 of this title.

If a corporation indemnifies or advances expenses to a director under sections 10-3851 through 10-3854, the corporation shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of members. Failure to report under this section does not invalidate otherwise valid indemnification.

1. Except as provided in the articles of incorporation or bylaws of a corporation organized primarily for religious purposes, a corporation on written demand from a member shall furnish that member its latest annual financial statements that may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliates, as appropriate, and that include a balance sheet as of the end of the fiscal year and statement of operations for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements shall also be prepared on that basis.
2. If the annual financial statements are reported on by a certified public accountant, that report shall accompany them. If not, the statements shall be accompanied by a statement of the president or the person responsible for the corporation’s accounting records both:
   1. Stating that person’s reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation.
   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.

1. Without the consent of the board of directors, no person may obtain or use a membership list or any part of the membership list for any purpose unrelated to a member’s interest as a member.
2. Without the consent of the board of directors, the membership list or any part of the membership list shall not be:
   1. Used to solicit money or property, unless the 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.
   3. Sold to or purchased by any person.
3. This section does not apply to timeshare plans or associations that are subject to title 33, chapter 20.

1. If a corporation does not allow a member who complies with section 10-11602, subsection A to inspect and copy any records required by that subsection to be available for inspection, the court in the county where the corporation’s known place of business is located may summarily order inspection and copying of the records demanded at the corporation’s expense upon application of the member.
2. If a corporation does not allow within a reasonable time a member to inspect and copy any other record, the member who complies with section 10-11602, subsections B and C may apply to the court in the county where the corporation’s known place of business 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.
3. 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 attorney 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. The court may order a member to pay all or a portion of the corporation’s costs, including reasonable attorney fees, if the demand to inspect is denied in whole or in material part.
4. 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.

1. A member’s agent or attorney has the same inspection and copying rights as the member the agent or attorney represents.
2. The right to copy records under section 10-11602 includes, if reasonable, the right to receive copies made by photographic, xerographic or other means.
3. The corporation may impose a reasonable charge covering the costs of labor and material for copies of any documents provided to the member. The charge shall not exceed the estimated cost of production or reproduction of the records.
4. The corporation may comply with a member’s demand to inspect the record of members under section 10-11602, subsection B, paragraph 3 by providing the member with a list of the corporation’s members that was compiled no earlier than the date of the member’s demand.

1. Subject to subsections E and F of this section, any member who has been a member of record at least six months immediately preceding its demand is entitled to inspect and copy any of the records of the corporation described in section 10-11601, subsection E during regular business hours at the corporation’s principal office, if the member gives the corporation written notice of its demand as provided in section 10-3141 at least five business days before the date on which the member wishes to inspect and copy.
2. Subject to subsections E and F of this section, a member who has been a member of record at least six months immediately preceding its demand is entitled to inspect and copy any of the following records of the corporation during regular business hours at a reasonable location specified by the corporation, if the member meets the requirements of subsection C of this section and gives the corporation written notice of its demand as provided in section 10-3141 at least five business days before the date on which the member wishes to inspect and copy the following:
   1. Excerpts from any records required to be maintained under section 10-11601, subsection A, to the extent not subject to inspection under subsection A of this section.
   2. Accounting records of the corporation.
   3. Subject to section 10-11605, the membership list described in section 10-11601, subsection C.
   4. The corporation’s most recent financial statements showing in reasonable detail its assets and liabilities and the results of its operations.
3. A member may inspect and copy the records identified in subsection B of this section only if the following conditions are met:
   1. The member’s demand is made in good faith and for a proper purpose.
   2. The member describes with reasonable particularity the member’s purpose and the records the member desires to inspect.
   3. The records are directly connected with the member’s purpose.
4. This section does not affect either:
   1. The right of a member to inspect records under section 10-3720 or, if the member is in litigation with the corporation, to the same extent as any other litigant.
   2. The power of a court, independently of chapters 24 through 40 of this title, to compel the production of corporate records for examination on proof by a member of proper purpose.
5. The articles of incorporation or bylaws of a corporation organized primarily for religious purposes may limit or abolish the right of a member under this section to inspect and copy any corporate record.
6. Unless the board of directors has provided express permission to the member, a member of a corporation that is a rural electric cooperative is not entitled to inspect or copy any records, documents or other materials that are maintained by or in the possession of the corporation and that relate to any of the following:
   1. Personnel matters or a person’s medical records.
   2. Communications between an attorney for the corporation and the corporation.
   3. Pending or contemplated litigation.
   4. Pending or contemplated matters relating to enforcement of the corporation’s documents or rules.
7. This section does not apply to any corporation that is a condominium as defined in section 33-1202 or a planned community as defined in section 33-1802.
8. This section does not apply to timeshare plans or associations that are subject to title 33, chapter 20.

1. 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.
2. A corporation shall maintain appropriate accounting records.
3. 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.
4. A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
5. 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.
6. 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.

1. A corporation may purchase its memberships if after the purchase is completed both:
   1. The corporation would be able to pay its debts as the debts become due in the usual course of its activities.
   2. The corporation’s total assets would at least equal the sum of its total liabilities.
2. A corporation may make distributions on dissolution that conform to chapter 37 of this title.
3. A corporation may make distributions to members who are domestic or foreign nonprofit corporations if after the distribution is made both:
   1. The corporation would be able to pay its debts as the debts become due in the usual course of its activities.
   2. The corporation’s total assets would at least equal the sum of its total liabilities.

Except as authorized by section 10-11302, a corporation shall not make any distributions.

1. Any amendment to the articles of incorporation or bylaws of a corporation that terminates all members or any class of members or redeems or cancels all memberships or any class of memberships shall be adopted in accordance with section 10-11002, 10-11003, 10-11020 or 10-11021, as applicable, and this section.
2. The members shall approve any amendment described in subsection A of this section by two-thirds of the votes cast by each class.
3. The provisions of section 10-3621 do not apply to any amendment described in subsection A of this section.