Section 15.1 Request To Inspect Books & Records
A Member may request to examine the Cooperative’s Books and Records by making a request in writing on such form as the Cooperative has promulgated for that purpose specifying the particular Books and Records desired to be examined and providing all of the information required. Within 10 business days, the Cooperative shall respond to the request.
Section 15.2 Inspection Only for a Proper Purpose
The inspection and copying of Books and Records must be for a Proper Purpose. Any request that does not adequately specify a Proper Purpose may be denied or returned to the requesting Member with comments or instructions, or granted only in part. The Cooperative shall have the right to deny any request based on evidence that such request is not for a Proper Purpose, as may be determined in the Cooperative’s reasonable discretion.
Section 15.3 Right To Inspect
Upon proper request, and subject to the provisions of subsections 14.7 and 14.8, the Cooperative will allow the requesting member to inspect the requested Books and Records by viewing them at the Cooperative’s headquarters or other location where the Books and Records may be kept.
Section 15.4 Copying of Books & Records
A Member who has inspected Books and Records may request that the Cooperative copy all or any portion of the Books and Records that the requesting Member has inspected. Subject to the provisions of subsections 14.7 and 14.8, the Cooperative will make a copy of such Books and Records for Member within a reasonable time at the Member’s sole cost and expense. All copies shall be provided on the condition that the requesting Member use the Books and Records only for a Proper Purpose.
Section 15.5 Definitions
In this Article, the following terms shall have the following meanings:
“Books and Records” means:
- Articles of Incorporation or Certificates of Formation and all amendments and restatements thereof
- Bylaws and all amendments and restatements thereof
- Resolutions adopted by the Cooperative board relating to the characteristics, qualifications, limitations, obligations, rights or classifications of Members
- Minutes of all meetings of Members and records of all actions approved by the Members in the past 3 years
- Written communications to Members as a whole within the past 3 years, including financial statements furnished on request in the past 3 years
- Names and business or home addresses of current directors and officers
- Accounting records directly related to the Proper Purpose articulated by the Member
- The most recent annual report delivered to the Secretary of State
- Membership lists, subject to the provisions of Section 14.7
- Minutes of Board Meetings, subject to the provisions of Section 14.8
“Proper Purpose” means:
- Reasonably related and germane to a person’s interest as a Member
- Proper, lawful and in good faith
- Not adverse, detrimental or hostile to the Cooperative
- Not to be used to gratify curiosity or to engage in speculation
- Not to be used to harass, embarrass or annoy the Cooperative
- Not to be used to aid a competitor
- Not to be used for any commercial purpose
Section 15.6 Inspection by Members Only
Notwithstanding any provision herein to the contrary, the Cooperative shall not be required to make its Books and Records available to members of the general public who are not Members of the Cooperative.
Section 15.7 Membership Lists
The membership list may be inspected by a requesting Member only for the purpose of communicating with other Members for a Proper Purpose. If, the Cooperative determines that the requesting Member’s inspection of the Membership List is for a Proper Purpose, the Cooperative shall have the option of either (1) providing the membership list to the requesting Member on the condition that it may be used only for a Proper Purpose or (2) offering to disseminate the requesting Member’s communications for a Proper Purpose to the Members of the Cooperative. If this offer is accepted by the requesting Member, the Cooperative shall disseminate the requesting Member’s communications for a Proper Purpose to the Members of the Cooperative on behalf of the requesting Member, and at the requesting Member’s sole cost and expense.
Section 15.8 Board Minutes
In addition to the requirements of Sections 14.1 and 14.2, Member’s request shall:
- Describe with reasonable particularity the purpose and the excerpts the Member wants to inspect
- Seek only excerpts that are directly connected to the Member’s purpose
Section 15.9 Exceptions to Disclosure
Notwithstanding any other provisions in this Article XIV, the Cooperative shall have the right to redact or otherwise deny access to certain information, including but not limited to the following:
- Information made confidential by law
- Social security numbers
- Information in a personnel file, the disclosure of which would constitute an invasion of personal privacy
- Information relating to civil or criminal litigation to which the state or a political subdivision is or may be a party as a consequence of their position
- Information relating to pending or threatened litigation involving a governmental body or an officer or employee
- Information that, if released, would give an advantage to a competitor or bidder
- The location of real or personal property for utility purposes before the project is publicly announced and the appraisals or purchase prices of real or personal property for a public purpose before contracts for the property are formally awarded
- Trade secrets obtained from a person and privileged or confidential by statute or judicial decision, and commercial or financial information, the disclosure of which would cause substantial competitive harm
- Competitive matters, including but not limited to commercial information, which would, if disclosed, give an advantage to competitors or prospective competitors
- Credit card, debit card, charge card and access device numbers
- Email addresses