ARTICLE XII - RECORDS
Section 12.1. Corporate Records.
(a) The Corporation shall keep as permanent records minutes of all meetings of the members and Board, a record of all actions taken by the Board without a meeting, and a record of all actions taken by committees of the Board.
(b) The Corporation shall maintain appropriate accounting records.
(c) The Treasurer shall maintain a record of the members in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order. The record of members shall also indicate whether each member has given consent to special notice methods (including e-mail) under Section 14.2.
(d) The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
(e) The Corporation shall keep a copy of all of the following records:
(i) The Articles, restated Articles and all amendments to them currently in effect.
(ii) The Bylaws, restated Bylaws and all amendments to them currently in effect.
(iii) Resolutions adopted by the Board relating to the characteristics, qualifications, rights, limitations, and obligations of members.
(iv) The minutes of all meetings of members and records of all actions approved by the members for the past three years.
(v) All written communications to members generally within the past three years, including the financial statements furnished for the past three years under Section 13.1.
(vi) A list of the names and business or home addresses of its current directors and officers.
(vii) Its most recent biennial report delivered to the secretary of state under Section 504.1613 of the Revised Act.
Section 12.2. Inspection of Records by Members.
(a) 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 Section 12.1(e), 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) Subject to subsection (e), 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) and gives the corporation written notice at least ten business days before the date on which the member wishes to inspect and copy:
(i) Excerpts from any records required to be maintained under Section 12.1(a), to the extent not subject to inspection under subsection (a).
(ii) Accounting records of the corporation.
(iii) The membership list.
(c) A member may inspect and copy the records identified in subsection (b) only if all of the following apply:
(i) The member's demand is made in good faith and for a proper purpose.
(ii) The member describes with reasonable particularity the purpose of the demand and the records the member desires to inspect.
(iii) The records are directly connected to the purpose described.
(iv) The Board consents, if consent is required by Section 12.4.
(d) This Section 12.2 does not affect the right of a member to inspect records under Section 4.10.
(e) The Corporation may, within ten business days after receiving a demand for inspection of a membership list under Section 4.10 or subsection (b), respond to the demand with a written proposal offering a reasonable alternative to the demand for inspection that will achieve the purpose of the demand without providing access to or a copy of the membership list. A proposal offering an alternative that reasonably and in a timely manner accomplishes a proper purpose identified in a demand for inspection shall be considered to offer a reasonable alternative. A proposal for a reasonable alternative that has been accepted by the person making the demand for inspection shall cease to be considered a reasonable alternative if the terms of the proposal are not carried out by the Corporation within a reasonable time after acceptance of the proposal. For the purposes of this subsection (e), a reasonable alternative may include, but is not limited to, a communication prepared by a member and mailed by the Corporation at the expense of the member.
Section 12.3. 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 12.2 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.
(c) 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.
(d) The Corporation may comply with a member's demand to inspect the record of members under Section 12.2(b)(iii), by providing the member with a list of its members that was compiled no earlier than the date of the member's demand.
Section 12.4. Limitations on Use of Corporate Records.
Without consent of the Board, no corporate record may 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, corporate records including, without limitation, a membership list or any part thereof, shall not be used for any of the following:
(a) 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.
(b) For any commercial purpose.
(c) For sale to or purchase by any person.
(d) For any purpose that is detrimental to the interests of the Corporation.
Section 12.5. Inspection of Records by Directors.
A director is entitled to inspect and copy the books, records, and documents of the Corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including duties as a member of a committee, but not for any other purpose or in any manner that would violate any duty to the Corporation.
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Last updated June 11, 2004 by KØCF