The directors, officers, employees, and members of a nonprofit corporation are not, as such, personally liable for the acts, debts, liabilities, or obligations of a nonprofit corporation.
Source: L. 97: Entire article added, p. 671, § 3, effective July 1, 1998.
ANNOTATION
Members of a nonprofit corporation may not be held liable for the corporation's tortious acts or breaches of contract merely by virtue of their membership or management authority in the corporation. Krystkowiak v. W.O. Brisben Cos., 90 P.3d 859 (Colo. 2004).
Under the default governance structure of the Nonprofit Corporation Act (NCA), petitioner is not bound by agreement entered into by respondent real estate developer and neighborhood association of which petitioner was a member, and petitioner fits none of the enumerated exceptions to the general rule of limited liability of members of a nonprofit corporation for contracts entered into by the corporation. Petitioner did not treat the neighborhood association as his or her alter ego, nor did he or she owe money to it. Petitioner did not enter into a contract purporting to act as or on behalf of the neighborhood association, did not expressly become a party to the agreement, and specifically refused to sign it. Krystkowiak v. W.O. Brisben Cos., 90 P.3d 859 (Colo. 2004).
Default structure established by the NCA controls, and the signature of settlement agreement with respondent real estate developer by one member of neighborhood association, its president, insufficient to bind its members, including petitioner. The articles of incorporation and bylaws of the neighborhood association do not deviate from the NCA in terms of the rights and duties of its members. The articles of incorporation and bylaws contain no provisions either binding a member by a contract signed by the neighborhood association or stating that the association's members have authorized it to represent their individual interests. Krystkowiak v. W.O. Brisben Cos., 90 P.3d 859 (Colo. 2004).