Worldmark, the Club v. Wyndham Resort Development Corp.
CA · California Court of Appeal, Third District
Member win · records
What happened
Member Miller sought to circulate a bylaw-amendment petition and demanded inspection/copying of WorldMark membership records, including member email addresses WorldMark used to communicate with members. WorldMark resisted email disclosure. Litigation produced trial-court orders regarding production. On August 25, 2010, the Court of Appeal held that records maintained electronically must be made available in electronic or written form at the member’s option, modifying the order accordingly and affirming as modified.
What the court (or agency) held
Member side won on the email/electronic-membership-list issue. If a membership record is maintained electronically, the corporation must produce it in electronic form or written form as the member requests (Corp. Code framework discussed in the opinion). WorldMark could not withhold email addresses merely because of format objections when it already used email to reach members.
Why this matters for members
Membership-list rights follow the records the corporation actually keeps—including emails. Associations and clubs that communicate electronically should expect electronic membership information to be within inspection/copying demands related to member political participation (petitions/bylaw votes), subject to statutory limits and proper purpose.
What the member did
Made a proper-purpose written demand to inspect membership records including emails; litigated when the club refused electronic membership data it already maintained.
Questions for the board
- In what formats does the association maintain the membership list (including emails)?
- What proper-purpose statements are required for inspection demands under the Corporations Code / Davis-Stirling analogs?
- Has management refused email lists while using email for official notices?
- What privacy redaction policy applies to produced membership data?
Questions for a lawyer
- Does WorldMark’s electronic-production holding apply to this HOA/nonprofit’s membership list demand?
- What statutory proper-purpose and privacy limits constrain email-list production?
- Should the court order offer member’s choice of electronic vs paper production?
- How should petitioning members document refusal to produce emails?
Citation
Worldmark, the Club v. Wyndham Resort Development Corp., 187 Cal. App. 4th 1017 (2010) (2010-08-25). California Court of Appeal, Third District. Outcome chip: fees/records hub / secondary. Source: https://openjurist.org/187/calapp4th/1017/worldmark-the-club-v-wyndham-resort-development-corp
_General information, not legal advice. Outcomes turn on facts and current law._
General information, not legal advice. Outcomes turn on facts and current law.