N.Y. Not-for-Profit Corporation Law § 1316: Record of members

§ 1316. Record of members.

(a) Any resident of this state who shall have been a member of record,

for at least six months immediately preceding his demand, of a foreign

corporation conducting activities in this state, or any resident of this

state authorized in writing by at least five percent of the members,

entitled to vote, of the foreign corporation, upon at least five days'

written demand may require such foreign corporation to produce a record

of its members setting forth the names and addresses of all members, the

number and class of capital certificates held by each and the dates when

they respectively became the owners of record thereof, and shall have

the right to examine in person or by agent or attorney at the office of

the foreign corporation in this state or at the office of its transfer

agent or registrar in this state or at such other place in any county in

this state in which the foreign corporation is conducting activities as

may be designated by the foreign corporation during the usual business

hours, a record of members or an exact copy of the record of members

certified as correct by the corporate officer or agent responsible for

keeping or producing such record and to make extracts therefrom. In the

case of a foreign corporation having shares, a record of shareholders

shall for the purpose of this section be regarded as a record of

members, and holders of voting trust certificates representing such

shares shall for the purpose of this section be regarded as members.

(b) An examination authorized by paragraph (a) may be denied to such

member or other person upon his refusal to furnish to the foreign

corporation or its transfer agent or registrar an affidavit that such

inspection is not desired for a purpose which is in the interests of a

business or object other than the activities of the foreign corporation

and that such member or other person has not within five years sold or

offered for sale any list or record of members of any corporation of any

kind, whether or not formed under the laws of this state, or aided or

abetted any person in procuring any such list or record of members for

any such purpose.

(c) Upon refusal by the foreign corporation or by an officer or agent

of the foreign corporation to produce for examination or to permit an

examination of the record of members as herein provided, the person

making the demand for production and examination may apply to the

supreme court in the judicial district where the office of the foreign

corporation within this state is located, upon such notice as the court

may direct, for an order directing the foreign corporation, its officer

or agent, to show cause why an order should not be granted directing

such production and permitting such examination 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 examination, the court shall

grant an order compelling such production for examination and awarding

such further relief as to the court may seem just and proper.

(d) Nothing herein contained shall impair the power of courts to

compel the production for examination of the books of a foreign

corporation. The record of members 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 foreign

corporation or any of its officers, directors or members.