Section 10A-3A-7.20 - Members list for meeting(a) After fixing a record date for a meeting, a membership nonprofit corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of and to vote at the members' meeting. Each list must be arranged by voting group (and within each voting group by class) and contain the address of, and number and class of members and votes held by, each member, and if the notice or other communications regarding the meeting have been or will be sent by the membership nonprofit corporation to a member by electronic mail or other electronic transmission, the electronic mail or other electronic transmission address of that member.(b) The list of members entitled to notice shall be available for inspection by any member no later than the tenth day before each meeting of members; provided, however, if the record date for determining the members entitled to vote is less than 10 days before the meeting date, the list shall reflect the members entitled to vote as of the tenth day before the meeting date. The list shall be available (i) at the membership nonprofit corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held or (ii) on a reasonably accessible electronic network, provided that the information required to gain access to the list is provided with the notice of the meeting. In the event that the membership nonprofit corporation determines to make a list of members available on an electronic network, the membership nonprofit corporation may take reasonable steps to ensure that such information is available only to members of the membership nonprofit corporation. A member, or the member's agent or attorney, is entitled on written demand to inspect and, subject to the requirements of Section 10A-3A-4.02(c), to copy a list of members, during regular business hours and at the member's expense, during the period it is available for inspection. A membership nonprofit corporation may satisfy the member's right to copy a list of members by furnishing a copy in the manner described in Section 10A-3A-4.03(b). A member and the member's agent or attorney who inspects or is furnished a copy of a list of members under this subsection (b) or who copies the list under this subsection (b) may use the information on that list only for purposes related to the meeting and its subject matter and must keep the information on that list confidential.(c) If the membership nonprofit corporation refuses to allow a member, or the member's agent or attorney, to inspect a list of members before the meeting or any adjournment (or copy a list as permitted by subsection (b)), the designated court, and if none, the circuit court for the county in which the membership nonprofit corporation's principal office is located in this state, and if none in this state, the circuit court for the county in which the membership nonprofit corporation's most recent registered office is located, on application of the member, may summarily order the inspection or copying at the membership nonprofit corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.(d) Refusal or failure to prepare or make available a list of members does not affect the validity of action taken at the meeting.(e) Instead of making the list of members available as provided in subsection (b), a membership nonprofit corporation may state in a notice of meeting that the membership nonprofit corporation has elected to proceed under this subsection (e). If a membership nonprofit corporation has elected to proceed under this subsection (e), a member of that membership nonprofit corporation must state in that member's demand for inspection a proper purpose for which inspection is demanded. Within three business days after receiving a demand under this subsection (e), the membership nonprofit corporation must deliver to the member making the demand an offer of a reasonable alternative method of achieving the purpose identified in the demand without providing access to or a copy of the list of members. An alternative method that reasonably and in a timely manner accomplishes the proper purpose set forth in the demand relieves the membership nonprofit corporation from making the list of members available under subsection (b), unless within a reasonable time after acceptance of the offer the membership nonprofit corporation fails to do the things it offered to do. Any rejection of the membership nonprofit corporation's offer must be in writing and must indicate the reasons the alternative proposed by the membership nonprofit corporation does not meet the proper purpose of the demand.(f) The record of members of the membership nonprofit corporation shall be prima facie evidence as to who are the members entitled to examine the members' list or record of members to vote at any meeting of members.Ala. Code § 10A-3A-7.20 (1975)
Added by Act 2023-503,§ 1, eff. 1/1/2024.