1. A corporation shall keep a copy of the following records at its principal office or with its custodian of records whose name and street address are available at the corporation’s registered office:

(a) A copy, certified by the Secretary of State, of its articles and all amendments thereto;

(b) A copy, certified by an officer of the corporation, of its bylaws and all amendments thereto; and

(c) If the corporation has members, a members’ ledger or a duplicate members’ ledger, revised annually, containing only the names, alphabetically arranged, of all persons who are members of the corporation, showing their places of residence, if known, and the class of membership held by each.

2. A corporation must maintain the records required by subsection 1 in written form or in another form capable of conversion into written form within a reasonable time.

3. A director or any person who has been a member of record of a corporation for at least 6 months, or at least 5 percent of the members of the corporation, upon at least 5 days’ written demand, is entitled to inspect in person or by agent or attorney, during usual business hours, the members’ ledger or duplicate ledger and to make copies therefrom. Every corporation that neglects or refuses to keep the members’ ledger or duplicate copy thereof open for inspection, as required by this subsection, shall forfeit to the State the sum of $25 for every day of such neglect or refusal.

4. If the records required by subsection 1 are not made available for inspection at a location within this State pursuant to a proper demand pursuant to subsection 3, the director or other person demanding the inspection may serve a demand upon the corporation’s registered agent that the records to be inspected be sent to the demanding director or other person or the agent or attorney thereof. Upon such a demand, the corporation shall send copies of the requested records required by subsection 1, either in paper or electronic form, to the director, other person, agent or attorney entitled to inspect the requested records within 10 business days after service of the demand upon the registered agent.

5. An inspection authorized by subsection 3 or 4 may be denied to a member or other person upon the refusal of the member or other person to furnish to the corporation an affidavit that the inspection is not desired for any purpose not relating to his or her interest as a member, including, but not limited to, those purposes set forth in subsection 6.

6. It is a defense to any action to enforce the provisions of this section or for charges, penalties or damages under this section that the person suing has used or intends to use the list for any of the following purposes:

(a) To solicit money or property from the members unless the money or property will be used solely to solicit the votes of members;

(b) For any commercial purpose or purpose in competition with the corporation;

(c) To sell to any person; or

(d) For any other purpose not related to his or her interest as a member.

7. This section does not impair the power or jurisdiction of any court to compel the production for examination of the books of a corporation in any proper case.

8. In every instance where an attorney or other agent of the director or member seeks the right of inspection, the demand must be accompanied by a power of attorney signed by the director or member authorizing the attorney or other agent to inspect on behalf of the director or member.

9. The right to copy records under subsection 3 includes, if reasonable, the right to make copies by photographic, xerographic or other means.

10. The corporation may impose a reasonable charge, covering costs of labor, materials and copies of any records provided to the member or director.

(Added to NRS by 1991, 1265; A 2003, 3124; 2015, 1285; 2019, 102)