7-136-101. Corporate records.
(1) A nonprofit corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the nonprofit corporation, and a record of all waivers of notices of meetings of members and of the board of directors or any committee of the board of directors.

(2) A nonprofit corporation shall maintain appropriate accounting records.

(3) A nonprofit corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the name and address of all members in alphabetical order, by class, showing the number of votes each member is entitled to vote.

(4) A nonprofit corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

(5) A nonprofit corporation shall keep a copy of each of the following records at its principal office:
    (a) Its articles of incorporation;
    (b) Its bylaws;
    (c) Resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations, and obligations of members or any class or category of members;
    (d) The minutes of all members' meetings, and records of all action taken by members without a meeting, for the past three years;
    (e) All written communications within the past three years to members generally as members;
    (f) A list of the names and business or home addresses of its current directors and officers;
    (g) A copy of its most recent corporate report delivered to the secretary of state under section 7-136-107; and
    (h) All financial statements prepared for periods ending during the last three years that a member could have requested under section 7-136-106.

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7-136-102. Inspection of corporate records by members.

(1) A member is entitled to inspect and copy, during regular business hours at the nonprofit corporation's principal office, any of the records of the nonprofit corporation described in section 7-136-101 (5) if the member gives the nonprofit corporation written demand at least five business days before the date on which the member wishes to inspect and copy such records.

(2) Pursuant to subsection (5) of this section, a member is entitled to inspect and copy, during regular business hours at a reasonable location specified by the nonprofit corporation, any of the other records of the nonprofit corporation if the member meets the requirements of subsection (3) of this section and gives the nonprofit corporation written demand at least five business days before the date on which the member wishes to inspect and copy such records.

(3) A member may inspect and copy the records described in subsection (2) of this section only if:
    (a) The member has been a member for at least three months immediately preceding the demand to inspect or copy or is a member holding at least five percent of the voting power as of the date the demand is made;
    (b) The demand is made in good faith and for a proper purpose;
    (c) The member describes with reasonable particularity the purpose and the records the member desires to inspect; and
    (d) The records are directly connected with the described purpose.

(4) For purposes of this section:
    (a) "Member" includes a beneficial owner whose membership interest is held in a voting trust and any other beneficial owner of a membership interest who establishes beneficial ownership.
    (b) "Proper purpose" means a purpose reasonably related to the demanding member's interest as a member.

(5) The right of inspection granted by this section may not be abolished or limited by the articles of incorporation or bylaws.

(6) This section does not affect:
    (a) The right of a member to inspect records under section 7-127-201;
    (b) The right of a member to inspect records to the same extent as any other litigant if the member is in litigation with the nonprofit corporation; or
    (c) The power of a court, independent of articles 121 to 137 of this title, to compel the production of corporate records for examination.

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7-136-103. Scope of member's inspection right.

(1) A member's agent or attorney has the same inspection and copying rights as the member.
(2) The right to copy records under section 7-136-102 includes, if reasonable, the right to receive copies made by photographic, xerographic, electronic, or other means.

(3) Except as provided in section 7-136-106, the nonprofit corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production and reproduction of the records.

(4) The nonprofit corporation may comply with a member's demand to inspect the record of members under section 7-136-102 (2) (c) by furnishing to the member a list of members that complies with section 7-136-101 (3) and was compiled no earlier than the date of the member's demand.

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7-136-104. Court-ordered inspection of corporate records.
(1) If a nonprofit corporation refuses to allow a member, or the member's agent or attorney, who complies with section 7-136-102 (1) to inspect or copy any records that the member is entitled to inspect or copy by said section, the district court of the county in this state where the nonprofit corporation's principal office is located or, if the nonprofit corporation has no principal office in this state, the district court of the county in which its registered office is located or, if the nonprofit corporation has no registered office, the district court for the city and county of Denver may, on application of the member, summarily order the inspection or copying of the records demanded at the nonprofit corporation's expense.

(2) If a nonprofit corporation refuses to allow a member, or the member's agent or attorney, who complies with section 7-136-102 (2) and (3) to inspect or copy any records that the member is entitled to inspect or copy pursuant to section 7-136-102 (2) and (3) within a reasonable time following the member's demand, the district court of the county in this state where the nonprofit corporation's principal office is located or, if the nonprofit corporation has no principal office in this state, the district court of the county in which its registered office is located or, if the nonprofit corporation has no registered office, the district court for the city and county of Denver may, on application of the member, summarily order the inspection or copying of the records demanded.

(3) If a court orders inspection or copying of the records demanded, unless the nonprofit corporation proves that it refused inspection or copying in good faith because it had a reasonable basis for doubt about the right of the member, or the member's agent or attorney, to inspect or copy the records demanded:
    (a) The court shall also order the nonprofit corporation to pay the member's costs, including reasonable counsel fees, incurred to obtain the order;
    (b) The court may order the nonprofit corporation to pay the member for any damages the member incurred;
    (c) If inspection or copying is ordered pursuant to subsection (2) of this section, the court may order the nonprofit corporation to pay the member's inspection and copying expenses; and
    (d) The court may grant the member any other remedy provided by law.

(4) If a court orders inspection or copying of records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member.

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7-136-105. Limitations on use of membership list.
(1) Without consent of the board of directors, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member's interest as a member.

(2) Without limiting the generality of subsection (1) of this section, without the consent of the board of directors a membership list or any part thereof may not be:
    (a) Used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the nonprofit corporation;
    (b) Used for any commercial purpose; or sold to or purchased by any person.

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7-136-106. Financial statements.
Upon the written request of any member, a nonprofit corporation shall mail to such member its most recent annual financial statements, if any, and its most recently published financial statements, if any, showing in reasonable detail its assets and liabilities and results of its operations.

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7-136-107. Corporate report to secretary of state.
(1) Each domestic nonprofit corporation, and each foreign nonprofit corporation authorized to transact business in this state, shall deliver to the secretary of state for filing a corporate report that sets forth:
    (a) The corporate name of the domestic or foreign nonprofit corporation and the assumed corporate name, if any, of the foreign nonprofit corporation;
    (b) The state or country under whose law it is incorporated;
    (c) The street address of its registered office and the name of its registered agent at that office;
    (d) The street address of its principal office; and
    (e) The names and addresses of its directors and principal officers.

(2) The corporate report shall be made on a form prescribed and furnished by the secretary of state who shall deliver a copy thereof to each domestic nonprofit corporation and each foreign nonprofit corporation authorized to transact business in this state.
The copy of the report form for the first corporate report of a domestic or foreign nonprofit corporation shall be delivered to the domestic or foreign nonprofit corporation in the second calendar year succeeding the calendar year in which the domestic nonprofit corporation is incorporated or the application for authority to transact business of the foreign nonprofit corporation is filed by the secretary of state, as the case may be.
A copy of the report form shall be delivered every two years thereafter. Information in the corporate report shall be current as of the date the corporate report is executed on behalf of the nonprofit corporation.

(3) The corporate report shall be delivered to the secretary of state for filing no later than the end of the second calendar month following the calendar month in which the copy of the report form that is required to be delivered to the domestic or foreign nonprofit corporation pursuant to subsection (2) of this section is so delivered. Proof to the satisfaction of the secretary of state that, before such date, the corporate report was delivered shall be deemed a compliance with this subsection (3).

(4) Each domestic nonprofit corporation and foreign nonprofit corporation authorized to transact business in this state that fails or refuses to file its corporate report within the time prescribed by subsection (3) of this section and pay the fee prescribed therefor shall be subject to a late filing fee, which shall be determined and collected pursuant to section 24-21-104 (3), C.R.S.; except that no such late fee shall be imposed if the forms required to be furnished by the secretary of state pursuant to subsection (2) of this section are unavailable and such unavailability results in failure to file within the time prescribed by subsection (3) of this section.
The amount of any unpaid report fee and the amount of the late fee shall be separately stated in any notice to the nonprofit corporation with respect thereto.

(5) If a corporate report contains the information required by this section, it shall be filed by the secretary of state.
If a corporate report does not contain the information required by this section, the secretary of state shall promptly return the corporate report to the reporting domestic or foreign nonprofit corporation for correction, together with a written notice providing a brief explanation of the reason for its rejection.
If the corporate report was otherwise timely filed and is corrected to contain the information required by this section and delivered to the secretary of state within thirty days after the effective date of the notice of rejection, it is deemed to be timely filed.

(6) A domestic or foreign nonprofit corporation may deliver to the secretary of state for filing an amendment to its corporate report reflecting any change in the information contained in its corporate report as last amended.

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7-136-108. Statement of person named as director or officer.
(1) Any person named as a director or officer of a domestic or foreign nonprofit corporation in a corporate report or other document on file with the secretary of state may, if such person does not hold such position, deliver to the secretary of state for filing a statement setting forth:
    (a) The person's name;
    (b) The name of the domestic or foreign nonprofit corporation;
    (c) Information sufficient to identify the corporate report or other document in which the person is named as a director or officer; and
    (d) The date on which the person ceased to be a director or officer of the domestic or foreign nonprofit corporation, or a statement that the person did not hold the position for which the person was named in such corporate report or other document.

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7-136-109. Interrogatories by secretary of state.
(1) The secretary of state may propound to any nonprofit corporation, domestic or foreign, subject to the provisions of articles 121 to 137 of this title and to any officer or director thereof such interrogatories as may be reasonably necessary and proper to enable the secretary of state to ascertain whether the nonprofit corporation has complied with all the provisions of articles 121 to 137 of this title applicable to the nonprofit corporation.
The interrogatories shall be answered within thirty days after the mailing thereof or within such additional time as fixed by the secretary of state, and the answers thereto shall be full and complete and shall be made in writing.
If the interrogatories are directed to an individual, they shall be answered by the individual, and if directed to a nonprofit corporation, they shall be answered by the chairman of the board of directors of the nonprofit corporation, by all of its directors, by one of its officers, or by any other person authorized to answer the interrogatories as the nonprofit corporation's agent.
The secretary of state need not file any document to which such interrogatories relate until the interrogatories are answered as provided in this section, and not then if the answers thereto disclose that the document is not in conformity with the provisions of articles 121 to 137 of this title.
The secretary of state shall certify to the attorney general, for such action as the attorney general may deem appropriate, all interrogatories and answers thereto which disclose a violation of any of the provisions of articles 121 to 137 of this title.

(2) Interrogatories propounded by the secretary of state, and the answers thereto, shall not be open to public inspection nor shall the secretary of state disclose any facts or information obtained therefrom, except as the official duties of the secretary of state may require the same to be made public, or in the event such interrogatories or the answers thereto are required for evidence in any criminal proceedings or in any other action by this state.

(3) Each domestic or foreign nonprofit corporation that fails or refuses to answer truthfully and fully, within the time prescribed by subsection (1) of this section, interrogatories propounded to the domestic or foreign nonprofit corporation by the secretary of state in accordance with the provisions of subsection (1) of this section is guilty of a misdemeanor and, upon conviction thereof, shall be punished by a fine of not more than five hundred dollars.

(4) Each officer and director of a domestic or foreign nonprofit corporation who fails or refuses to answer truthfully and fully, within the time prescribed by subsection (1) of this section, interrogatories propounded to the officer or director by the secretary of state in accordance with the provisions of subsection (1) of this section or who signs a document filed with the secretary of state pursuant to any provision of articles 121 to 137 of this title which is known to such officer or director to be false in any material respect, is guilty of a misdemeanor and, upon conviction thereof, shall be punished by a fine of not more than one thousand dollars.

(5) The attorney general may enforce the provisions of this section in an action brought in the district court of the county in this state where the nonprofit corporation's principal office or registered office is located or, if the nonprofit corporation has no principal or registered office in this state, in the district court in and for the city and county of Denver.

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