Required Corporate Records

Corporations Code Title 1, Division 2, Part 2, Chapter 13 deals with records, reports, and rights of inspection for nonprofit public benefit corporations. Article 2 contains required records and reports to directors and members.

Section 6320 requires each corporation to keep three specified items of information. The minutes and other books and records must be kept either in written form or in any other form capable of being converted into clearly legible tangible form or in any combination of the foregoing.

Section 6321 requires the board to cause an annual report to be sent to the members not later than 120 days after the close of the corporation’s fiscal year. Unless otherwise provided by the articles or bylaws and if approved by the board of directors, that report and any accompanying material sent pursuant to this section may be sent by electronic transmission by the corporation. That report is required to contain in appropriate detail five specified items of information.

Section 6322 provides that any provision of the articles or bylaws notwithstanding, every corporation is required to furnish annually to its members and directors a statement of any transaction or indemnification of a kind described in law if any transaction or indemnification took place. If the corporation issues an annual report to all members, this subdivision is satisfied by including the required information in the annual report.

Section 6323 requires the superior court of the proper county to enforce the duty of making and mailing or delivering the information and financial statements required by this article and, for good cause shown, may extend the time.

Section 6325 states that, for a period of 60 days following the conclusion of an annual, regular, or special meeting of members, a corporation is required, upon written request from a member, forthwith inform the member of the result of any particular vote of members taken at the meeting.