[CCWG-ACCT] member organization and single membership structure

Greg Shatan gregshatanipc at gmail.com
Thu Jul 9 17:26:33 UTC 2015


Nigel, et al.:

The language quoted was from the "General" section on Unincorporated
Associations in the California Code.  There is a specific section of the
statute on "Nonprofit Associations," which sets out limited liability for
members, director, officers and agents of nonprofit UAs as follows:

18605.  A member, director, or agent of a nonprofit association is
not liable for a debt, obligation, or liability of the association
solely by reason of being a member, director, officer, or agent.



18610.  A member of a nonprofit association is not liable for a
contractual obligation of the association unless one of the following
conditions is satisfied:
   (a) The member expressly assumes personal responsibility for the
obligation in a signed writing that specifically identifies the
obligation assumed.
   (b) The member expressly authorizes or ratifies the specific
contract, as evidenced by a writing. This subdivision does not apply
if the member authorizes or ratifies a contract solely in the member'
s capacity as a director, officer, or agent of the association.
   (c) With notice of the contract, the member receives a benefit
under the contract. Liability under this subdivision is limited to
the value of the benefit received.
   (d) The member executes the contract without disclosing that the
member is acting on behalf of the association.
   (e) The member executes the contract without authority to execute
the contract.


18615.  A director, officer, or agent of a nonprofit association is
not liable for a contractual obligation of the association unless one
of the following conditions is satisfied:
   (a) The director, officer, or agent expressly assumes
responsibility for the obligation in a signed writing that
specifically identifies the obligation assumed.
   (b) The director, officer, or agent executes the contract without
disclosing that the director, officer, or agent is acting on behalf
of the association.
   (c) The director, officer, or agent executes the contract without
authority to execute the contract.



18620.  (a) A member, director, officer, or agent of a nonprofit
association shall be liable for injury, damage, or harm caused by an
act or omission of the association or an act or omission of a
director, officer, or agent of the association, if any of the
following conditions is satisfied:
   (1) The member, director, officer, or agent expressly assumes
liability for injury, damage, or harm caused by particular conduct
and that conduct causes the injury, damage, or harm.
   (2) The member, director, officer, or agent engages in tortious
conduct that causes the injury, damage, or harm.
   (3) The member, director, officer, or agent is otherwise liable
under any other statute.
   (b) This section provides a nonexclusive list of existing grounds
for liability, and does not foreclose any common law grounds for
liability.


On Thu, Jul 9, 2015 at 12:53 PM, Nigel Roberts <nigel at channelisles.net>
wrote:

> I have read that now.
>
> The question that does not appear to have been not answer, or even asked
> in that Membe, seems to be:
>
> "Does a Unincorporated Association have Limited Liability?  More
> specifically, in what cirumstances may the members or offices of the UA be
> held responsible for the debts, money judgments or other pecuniary
> liabilities of the UA if the UA does not have the resources to pay them."
>
> I think the answer to this has already been given, earlier, and by
> construing those clauses, it seems thams that officers and members have
> unlimited personal liability if the Association cannot pay.
>
> (If I am wrong in that conclusion, please provide the section number of
> the relevant statute that confers Limited Liability protection on members
> and officers)
>
> On 09/07/15 17:23, James Gannon wrote:
>
>> I believe it was in the revised memo on unincorporated associations
>> here:
>>
>> https://community.icann.org/download/attachments/52890082/REVISED%20memo%20on%20unincorporated%20associations%20%2800673349-4xA3536%29%5B1%5D.pdf?version=1&modificationDate=1430519890000&api=v2
>>
>> -James
>>
>> *From:*accountability-cross-community-bounces at icann.org
>> [mailto:accountability-cross-community-bounces at icann.org] *On Behalf Of
>> *Gregory, Holly
>> *Sent:* Thursday, July 09, 2015 4:59 PM
>> *To:* el at lisse.NA; accountability-cross-community at icann.org
>> *Cc:* directors at omadhina.net; Rosemary E. Fei
>> *Subject:* Re: [CCWG-ACCT] member organization and single membership
>> structure
>>
>> Will do shortly.
>>
>>
>>
>> Sent with Good (www.good.com <http://www.good.com>)**
>>
>> **
>>
>> ------------------------------------------------------------------------
>>
>> *From:*accountability-cross-community-bounces at icann.org
>> <mailto:accountability-cross-community-bounces at icann.org> on behalf of
>> Dr Eberhard Lisse
>> *Sent:* Thursday, July 09, 2015 10:21:44 AM
>> *To:* accountability-cross-community at icann.org
>> <mailto:accountability-cross-community at icann.org>
>> *Cc:* directors at omadhina.net <mailto:directors at omadhina.net>
>> *Subject:* Re: [CCWG-ACCT] member organization and single membership
>> structure
>>
>> Holly,
>>
>> can you please point to the link or the subject line for ease of
>> reference?
>>
>> el
>>
>> On 2015-07-09 15:51, Gregory, Holly wrote:
>>
>>> In California the unincorporated association form provides protection to
>>> participants from liability. There is a legal memo from pre- Buenos
>>> Aires that addresses.
>>>
>> [...]
>>
>> --
>> Dr. Eberhard W. Lisse  \        / Obstetrician & Gynaecologist (Saar)
>> el at lisse.NA <mailto:el at lisse.NA>            / *     |   Telephone: +264
>> 81 124 6733 (cell)
>> PO Box 8421             \     /
>> Bachbrecht, Namibia     ;____/
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