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Nonprofit Law/Rights of members of a not for profit to review contracts


As a member of good standing of a not for profit organization, I requested to see the attorneys retainer. The Treasurer read a document received by her from the attorney. I sent an email to all of the Board members to see the retainer and see what questions were posed to the attorney in regard the email from the attorney that was read at a meeting. I was told by the President of the Board that "The Board will respond to your requests if, and when, it is deemed necessary and/or appropriate to do so."

I am trying to find out the rights of the members to view these items as well as the contracts entered into with vendors, which the board is refusing to share individual contracts. The treasure's report gives a lump sum for the contractors and retainers.

Thank you

Can you let me know specific law(s) that I can bring to the Board to allow members to view contracts and retainers?

I have in my profile that this free forum is only for general questions about IRS federal exemption issues of 501(c)(3) organizations. Your matter is controlled by state law and states may differ somewhat with how they would treat such issues. Even though this forum is not for such state law issues, I may be able to give you some leads that you could not reply upon until you have a local attorney confirm.  

As for New Jersey state law on Open Records and Open Meetings, the Reporter's Committee for Freedom of the Press provides their information at

specifically read at 1.B.4.a Open Records for "Nongovernmental bodies receiving public funds or benefits" and the sections B5-B7 nearby have the applicable discussion. If none of those apply to
the organization , then the state open records law does not apply to the organization.

specifically read at "Open Meetings" about 1/2 the way down the left column at I.C.4 "Nongovernmental bodies receiving public funds for benefits". If that does not apply to the organization (it does
not receive public funds or benefits) and none of the other following  5 sections  (C5-D9) apply to the organization, then the organization is not subject to the State Open Meetings law.

Other than that New Jersey's Nonprofit Corporation Law is available at and I do not see anything there as to inspection rights of members (some states have certain rights listed).  Therefore, unless your articles of incorporation or bylaws or membership agreement gives to you certain rights as to access to certain documents of the corporation, you would not have such rights.

As to the federal law, if a nonprofit has received IRS exemption determination or files annual returns (Form 990) with the IRS it has an obligation to provide anyone with certain copies. See FAQs About the Exempt Organization Public Disclosure Requirements

The exempt organization is required, upon request to provide only copies of the exemption application that it filed with the IRS along with supporting documents and Form 990 returns filed by the corporation.

Harvey Mechanic
Attorney at Law

P.S. This response is intended to be a general statement of law, should not be relied upon as legal advice and does not create an attorney/client relationship. For me to consider your individual situation and how the law applies, I would need to gather more information.  

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Harvey Mechanic


DO NOT GIVE ME INFORMATION THAT YOU WANT KEPT CONFIDENTIAL. I am an attorney and I volunteer time to answer general questions about U.S. Federal income tax issues of nonprofit 501(c)(3) public charities only. Those questions could be about establishing and maintaining legal requirements for such non-profit organizations in the United States, including Internal Revenue service filings and requirements. I will not be working on this free forum to answer questions about Nonprofit's possible unrelated or for-profit businesses or how to fill out forms. This forum is only for general questions about federal tax law, not as the law applies to your specific situation. If you do not make your question public then I will not be spending much of my donated time on answers that would not benefit the public. If you have other questions, please contact me at I will reply from my email. In any case, do not reveal confidential information to me until after I have contracted with you to provide personal legal services. My responses on this forum are intended to be general statements of law, should not be relied upon as legal advice, and do not create an attorney/client relationship. For me to consider your individual situation and how the law applies, I would need to gather extensive information about the situation. To search my previous answers you can do a Google search by "" without the quotes and then add your search terms before hitting enter.


I have been practicing law and especially the law of nonprofit organizations since 1990 when I was admitted to the New York Bar and I have maintained my status with the Bar since that time.


B.S. Columbia University in New York City, 1970

J.D. (Law Degree) Brooklyn Law School, 1990 -- Cum Laude.

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