Term “Address” Under Corporations Code Encompasses Email Addresses

by charlesjung

WorldMark - Estes Park
Image by Rojer via Flickr

The Court of Appeal for the Third District issued an important decision on Monday, holding that the term “addresses” in section 8330 of the Corporations Code encompasses email addresses.  Worldmark v. Wyndham Resort Development Corp., No. C061019, — Cal. Rptr. 3d —-, 2010 WL 3312607 (Cal. Ct. App. 3d Dist. Aug. 23, 2010).  The California Corporations Code grants members of a nonprofit mutual benefit corporation the right to inspect and copy, or obtain for a reasonable charge, the record of the names, addresses, and voting rights of the members of the corporation upon 10 business days’ written notice, provided it is for a purpose reasonably related to the person’s interest as a member. Corp. Code § 8330(a)(1)(2).  A Worldmark member invoked section 8330 to demand that Worldmark “make available” to its members a petition proposing amendments to the corporation’s by-laws.  Id. *1.

When Worldmark refused, the member demanded a right to inspect and copy Worldmark’s membership records, including the email addresses of its members.  Worldmark denied the demand, proposing instead the use of a third party mail house.  When the member refused, Worldmark petitioned the superior court to set aside Miller’s demand on the ground it had satisfied its statutory obligations in proposing an alternative. Id. The trial court denied the petition because the alternative was not reasonable as too costly and ordered Worldmark to allow Miller to inspect and copy Worldmark’s membership register, including the names, addresses, email addresses, telephone numbers, and voting rights of its members. Id.

The Court of Appeal affirmed, holding that the term “members’… addresses,” in section 8330(a)(1) “is sufficiently broad to encompass email addresses in light of the section’s purpose and in light of allied sections that allow a corporation to communicate with its members for the purpose of the corporation’s business.” Id. *1.

Judges and Attorneys

Justice Cole A. Blease wrote the opinion for the court.  Justices Ronald Boyd Robie and Tani Cantil Sakauye concurred.

Appeal was taken from a judgment of the Superior Court of Sacramento County, Judge John Anton.

Plaintiff and Appellant was represented by H. Troy Romero, Peter W. James, Thomas D. Warren, and Lisa I. Carteen.

Defendant and Appellant Wyndham Resort Development Corporation was represented by Richard A. Derevan, Steven T. Graham, and Todd E. Lundell.

Robin D. Miller, in Pro Per, as Defendant and Respondent.

Jonathan K. Levine and Elizabeth C. Pritzker, for Intervenors and Respondents.