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@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%20o...
-James
*From:*accountability-cross-community-bounces@icann.org [mailto:accountability-cross-community-bounces@icann.org] *On Behalf Of *Gregory, Holly *Sent:* Thursday, July 09, 2015 4:59 PM *To:* el@lisse.NA; accountability-cross-community@icann.org *Cc:* directors@omadhina.net; Rosemary E. Fei *Subject:* Re: [CCWG-ACCT] member organization and single membership structure
Will do shortly.
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*From:*accountability-cross-community-bounces@icann.org <mailto:accountability-cross-community-bounces@icann.org> on behalf of Dr Eberhard Lisse *Sent:* Thursday, July 09, 2015 10:21:44 AM *To:* accountability-cross-community@icann.org <mailto:accountability-cross-community@icann.org> *Cc:* directors@omadhina.net <mailto:directors@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.
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