Ala. Code § 10A-3A-4.02: Inspection Rights of Members.

Subject to subsection (h):

(a) A member of a membership nonprofit corporation is entitled to inspect and copy, during regular business hours at the membership nonprofit corporation’s principal office, any of the records of the membership nonprofit corporation described in Section 10A-3A-4.01(a), excluding minutes of meetings of, and records of actions taken without a meeting by, the membership nonprofit corporation’s board of directors and board committees established under Section 10A-3A-8.25, if the member gives the membership nonprofit corporation a signed written notice of the member’s demand at least five business days before the date on which the member wishes to inspect and copy.

(b) A member of a membership nonprofit corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the membership nonprofit corporation, any of the following records of the membership nonprofit corporation if the member meets the requirements of subsection (c) and gives the membership nonprofit corporation a signed written notice of the member’s demand at least five business days before the date on which the member wishes to inspect and copy:

(1) the financial statements of the membership nonprofit corporation maintained in accordance with Section 10A-3A-4.01(b); provided, however, that the membership nonprofit corporation may deliver or make available the financial statements to the requesting member by posting them on the membership nonprofit corporation’s website or by other generally recognized means. If financial statements have been prepared for the membership nonprofit corporation on the basis of generally accepted accounting principles for that specified period, the membership nonprofit corporation shall deliver or make available those financial statements to the requesting member. If the annual financial statements to be delivered or made available to the requesting member are audited or otherwise reported upon by a public accountant, the report shall also be delivered or made available to the requesting member.

(2) the accounting records of the membership nonprofit corporation maintained in accordance with Section 10A-3A-4.01(c) that permitted the preparation of the financial statements maintained in accordance with Section 10A-3A-4.01(b); and

(3) excerpts from minutes of any meeting of, or records of any actions taken without a meeting by, the board of directors and board committees maintained in accordance with Section 10A-3A-4.01(a); and

(4) subject to Section 10A-3A-4.06, the record of members maintained in accordance with Section 10A-3A-4.01(d); provided however, the membership nonprofit corporation may withhold the record of members maintained in accordance with Section 10A-3A-4.01(d) if the demanding member of the membership nonprofit corporation has used, or has aided or abetted any person to use, the record of members in violation of Section 10A-3A-4.06.

(c)(1) A member may inspect and copy the records described in subsection (b) only if:

(i) the member has delivered to the membership nonprofit corporation a signed written notice of the member’s demand at least five business days before the date on which the member wishes to inspect and copy;

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

(iii) the member’s demand describes with reasonable particularity the member’s purpose and the records the member desires to inspect; and

(iv) the records are directly related to the member’s purpose.

(2) For purposes of this subsection (c), a proper purpose shall mean a purpose directly related to the member’s interest as a member; provided, however, that a demand shall not be for a proper purpose if the membership nonprofit corporation reasonably determines that the demand is in connection with an active or pending civil lawsuit to which the membership nonprofit corporation, or its affiliate, and the member, or the member’s affiliate, are, or are expected to be, adversarial named parties.

(d) The membership nonprofit corporation may redact portions of the records to be inspected and copied under subsections (a) and (b) to the extent the portions so redacted are not directly related to the member’s purpose. The membership nonprofit corporation may also impose reasonable restrictions and conditions on access to and use of the records to be inspected and copied under subsections (a) and (b), including designating information confidential and imposing nondisclosure and safeguarding, and may further keep confidential from its members and other persons, for a period of time as the membership nonprofit corporation deems reasonable any information that the membership nonprofit corporation reasonably believes to be in the nature of a trade secret or other information the disclosure of which the membership nonprofit corporation in good faith believes is not in the best interest of the membership nonprofit corporation or could damage the membership nonprofit corporation or its activities or affairs, or that the membership nonprofit corporation is required by law or by agreement with a third party to keep confidential. In any dispute concerning the reasonableness of a restriction under this subsection, the membership nonprofit corporation has the burden of proving reasonableness.

(e) For any meeting of members for which the record date for determining members entitled to vote at the meeting is different than the record date for notice of the meeting, any person who becomes a member subsequent to the record date for notice of the meeting and is entitled to vote at the meeting is entitled to obtain from the membership nonprofit corporation upon request the notice and any other information provided by the membership nonprofit corporation to members in connection with the meeting, unless the membership nonprofit corporation has made that information generally available to members by posting it on the membership nonprofit corporation’s website or by other generally recognized means. Failure of a membership nonprofit corporation to provide that information does not affect the validity of action taken at the meeting.

(f) The right of inspection granted by subsection (b) may be limited by a membership nonprofit corporation’s certificate of incorporation.

(g) This section does not affect

the right of a member to inspect records under Section 10A-3A-7.20 or, if the member is in litigation with the membership nonprofit corporation, to the same extent as any other litigant.

(h) The right of a member to inspect and copy the records described in subsections (a) and (b) may be denied by the membership nonprofit corporation if the membership nonprofit corporation determines that the demanding member has within two years preceding his, her, or its demand improperly used any information secured through any prior examination of the records of the membership nonprofit corporation.