Michigan MCL 450.2485: Nonprofit Books, Records and Minutes

Quick Answer

MCL 450.2485 of the Michigan Nonprofit Corporation Act says a corporation "shall keep books and records of account and minutes of the proceedings of its shareholders or members, board, and executive committee, if any." It also requires a record of members' names and addresses, lets records be kept in any form "convertible into written form within a reasonable time," and requires the corporation to convert a record to written form "without charge" if requested by a person entitled to inspect it.

This is the corporate duty to keep records. The right of members to inspect them sits in a different section, MCL 450.2487.

At a Glance

What the Law Says

Section 485 is one paragraph. Its elements:

• What must be kept. "Books and records of account and minutes of the proceedings of its shareholders or members, board, and executive committee, if any."
• Where. "Unless otherwise provided in the bylaws, the corporation may keep the books, records, and minutes outside this state."
• Membership record. The corporation "shall keep at its registered office, or at the office of its transfer agent in or outside this state, records that contain the names and addresses of all shareholders or members, the number and class of shares held by each shareholder or the class or classes of membership held by each member, and the dates when they respectively became shareholders of record or members."
• Form. "Any of the books, records, or minutes may be in written form or in any other form that is convertible into written form within a reasonable time."
• Conversion at no charge. "A corporation shall convert into written form without charge any record that is not in written form, if requested by a person that is entitled to inspect the record."

The section does not say who is "entitled to inspect." That is set elsewhere. The Condominium Act separately gives co-owners and mortgagees access to project books, records, contracts and financial statements "at convenient times" in MCL 559.157, and requires bylaws to direct administrators to keep "books and records with a detailed account of the expenditures and receipts" in MCL 559.154(1). Those overlapping duties are covered on sibling pages.

What This Means in Practice

For boards

Our reading: three separate record sets are named, and boards often keep only one.

• Books and records of account: the financial ledger and supporting records.
• Minutes: proceedings of members, the board and any executive committee. The text names "executive committee, if any," not every committee. Whether minutes of other committees must be kept is not answered by this section, so ask counsel and check your bylaws.
• Membership record: names and addresses of members, class of membership and the dates they became members. In a condominium, this is the record of who owns each unit and since when. The statute places it at the registered office or the transfer agent's office.

Electronic records are allowed as long as they are "convertible into written form within a reasonable time." The statute does not define a reasonable time. If an owner entitled to inspect asks for a printout of an electronic record, the corporation must convert it "without charge." Our reading: this wording bars charging for the conversion step itself. It does not address whether the corporation can charge for anything else, and we did not read the inspection section for this page. The inspection and fee-shifting rules in MCL 450.2487 are covered on a separate page.

Records may be kept outside Michigan "unless otherwise provided in the bylaws." For a Michigan community that uses a management company, check the bylaws and your management contract to see where records physically sit and who is the custodian. An association should be able to produce its own records without waiting on a vendor. Our reading: the corporation's duty is the same regardless of who holds the files.

For owners

This section creates the record set; it does not by itself describe your inspection rights or procedure. If you want to see minutes or financials, check the Nonprofit Act's inspection section and the Condominium Act's records section (see related pages), and make the request in writing. If your request is for a record that exists only electronically, section 485 requires conversion to writing without charge when you are a person entitled to inspect.

Open questions and gaps

• The section does not set a retention period. It says "keep" but does not say for how long.
• It does not say how soon minutes must be prepared after a meeting.
• It does not specify the content or detail of minutes.
• It does not say what happens if records are lost; no penalty is stated.
• Whether an association is a "corporation" under this Act depends on how it was formed. Confirm with your articles of incorporation.
• We did not review court decisions on this section.

Timeline

Related Michigan Law

• MCL 450.2487: member records inspection
• MCL 559.157: books, records and annual audit
• MCL 559.154: mandatory bylaw provisions
• MCL 450.2407: action without a meeting
• MCL 450.2541: director duties and liability
• How Michigan HOA boards can switch managers smoothly

Board Checklist

• Confirm the association is incorporated under the Nonprofit Corporation Act.
• List where the books, minutes and membership record are kept and who holds them.
• Check the bylaws for any rule on where records must be kept.
• Keep minutes of members' meetings, board meetings and any executive committee.
• Maintain a current membership record with names, addresses, class of membership and dates.
• Be ready to print electronic records without charge for a person entitled to inspect.
• Make sure any management contract keeps the association's records accessible and returnable on request or on a change of manager.

Frequently Asked Questions

What records must a Michigan nonprofit association keep?

Books and records of account, minutes of proceedings of members, the board and any executive committee, and a record of members' names, addresses and membership details (MCL 450.2485).

Can records be kept electronically?

Yes, in "any other form that is convertible into written form within a reasonable time."

Can the association charge to print an electronic record?

The statute says the corporation must convert it to written form "without charge" if requested by a person entitled to inspect it.

Can records be stored outside Michigan?

Books, records and minutes may be kept outside the state unless the bylaws say otherwise. The membership record is to be kept at the registered office or the transfer agent's office.

How long must minutes be kept?

This section sets no retention period. Ask counsel and check your documents.

Does this section give owners the right to inspect?

Not by itself. It requires the records be kept and converted on request. Inspection is covered elsewhere, including MCL 450.2487 and MCL 559.157.

Does it require minutes of every committee?

The text names the members, board and "executive committee, if any." It does not address other committees.

Where This Comes From

This page is based on the text and amendment history of MCL 450.2485 as published on the Michigan Legislature website (MCL 450.2485), current through PA 114 of 2026, plus MCL 559.154(1). We did not re-read MCL 450.2487 or MCL 559.157 for this page and did not review court decisions.

How APM Helps

Association Property Managers manages condominium and HOA communities across Michigan from our East Lansing office, with flat, published pricing. See our Michigan service area, browse every Michigan state-law guide, or request a free proposal. Laws and documents differ by community, and we review your master deed and bylaws when we build your proposal.

Legal disclaimer: This article is general information, not legal advice. Laws change and associations differ. Confirm the current statute text and how it applies to your governing documents with a licensed Michigan attorney before acting.