[CCWG-ACCT] member organization and single membership structure

Nigel Roberts nigel at channelisles.net
Thu Jul 9 14:51:53 UTC 2015


I don't see limited liability in that statute - quite the reverse in fact.

Greg: can you please take me to authority regarding the limited
liability provisions to which you referred??


>
> On 09/07/15 15:40, Dr Eberhard Lisse wrote:
>> Dear Co-Chairs,
>>
>> I most certainly don't see the UA happen, in particular as far as ccTLDs
>> are concerned, but Auntie Google reveals:
>>
>> http://law.justia.com/codes/california/2011/corp/title-3/18250-18270/18270/
>>
>>
>> reads
>>
>>     2011 California Code Corporations Code TITLE 3.
>>     UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] CHAPTER 5.
>>     Liability and Enforcement of Judgments Section 18270
>>
>>     [...]
>>
>>     (a) A judgment creditor of a member, director, officer, or
>>     agent of an unincorporated association may not levy
>>     execution against the assets of the member, director,
>>     officer, or agent to satisfy a judgment based on a claim
>>     against the unincorporated association unless a judgment
>>     based on the same claim has been obtained against the
>>     unincorporated association and any of the following
>>     conditions is satisfied:
>>
>>         (1) A writ of execution on the judgment against the
>>         unincorporated association has been returned
>>         unsatisfied in whole or in part.
>>
>>         (2) The unincorporated association is a debtor in
>>         bankruptcy.
>>
>>         (3) The member, director, officer, or agent has
>>         agreed that the creditor need not exhaust the assets
>>         of the unincorporated association.
>>
>>         (4) A court grants permission to the judgment
>>         creditor to levy execution against the assets of a
>>         member, director, officer, or agent based on a
>>         finding that the assets of the unincorporated
>>         association subject to execution are clearly
>>         insufficient to satisfy the judgment, that
>>         exhaustion of the assets of the unincorporated
>>         association is excessively burdensome, or that the
>>         grant of permission is an appropriate exercise of
>>         the court s equitable powers.
>>
>>     [...]
>>
>> As the UAs will not have any or much assets, (a)(1) and/or (a)(4) are
>> not very high hurdles...
>>
>>
>> el
>>
>>
>> On 2015-07-09 15:07, Greg Shatan wrote:
>>> Nigel,
>>>
>>> A California unincorporated association is a limited liability
>>> vehicle, as it is in certain other jurisdictions.  If we were to
>>> go down the route of have SO/ACs be/create/empower (three
>>> different options) a legal entity, one would expect a choice to be
>>> made that would shield SO/ACs and their members from unlimited
>>> legal liability (and there are a variety of options to do so).
>>> While this should be implicit by now in this discussion, since it
>>> has been explicitly discussed in the past, I'm glad for the
>>> opportunity to make it explicit once again.  Suggesting someone
>>> cross the street is not equivalent to telling them to walk into
>>> traffic.
>>>
>>> Greg
>>>
>>> On Thu, Jul 9, 2015 at 9:40 AM, Nigel Roberts <nigel at channelisles.net
>>> <mailto:nigel at channelisles.net>> wrote:
>>>
>>>      Greg, all
>>>
>>>      I have a deadly serious question.
>>>
>>>      Why would any Member of an SO voluntarily submit to the danger of
>>>      unlimited monetary liability?
>>>
>>>      So why is anyone even considering UA status for more than 10
>>> seconds?
>>>
>>>
>>>      Nigel
>>>
>>>      See
>>>
>>> http://www.scvo.org.uk/setting-up-a-charity/decide-on-a-structure/voluntary-or-unincorporated-association/
>>>
>> [...]
>>
>



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