Title XII, BUSINESS ENTITIES (Ch. 486 - 504C)

An action or proceeding against an unincorporated nonprofit association does not abate merely because of a change in its members or managers. 2010 Acts, ch 1112, §13, 33

Unless otherwise provided by law other than this chapter , venue of an action against an unincorporated nonprofit association brought in this state is determined under the statutes applicable to an action brought in this state against a corporation under chapter 504 . 2010 Acts, …

A member is not an agent of an unincorporated nonprofit association solely by reason of being a member. 2010 Acts, ch 1112, §15, 33

1. Except as otherwise provided in the governing principles, an unincorporated nonprofit association must have the approval of its members to do any of the following: a. Admit, suspend, dismiss, or expel a member. b. Select or dismiss a manager. c. Adopt, amend, or repeal the gov…

1. Unless the governing principles provide otherwise all of the following apply: a. Approval of a matter by members requires an affirmative majority of the votes cast at a meeting of members. b. Each member is entitled to one vote on each matter that is submitted for approval by …

1. A member does not have a fiduciary duty to an unincorporated nonprofit association or to another member solely by being a member. 2. A member shall discharge the duties to the unincorporated nonprofit association and the other members and exercise any rights under this chapter…

1. A person becomes a member and may be suspended, dismissed, or expelled in accordance with the association’s governing principles. If there are no applicable governing principles, a person may become a member or be suspended, dismissed, or expelled from an association only by a…

As used in this chapter : 1. “Established practices” means the practices used by an unincorporated nonprofit association without material change during the most recent five years of its existence, or if it has existed for less than five years, during its entire existence. 2. “Gov…

1. A member may resign as a member in accordance with the governing principles. In the absence of applicable governing principles, a member may resign at any time. 2. Unless the governing principles provide otherwise, resignation of a member does not relieve the member from any u…

Except as otherwise provided in the governing principles, a member’s interest or any right under the governing principles is not transferable. 2010 Acts, ch 1112, §21, 33

Except as otherwise provided in this chapter or the governing principles, all of the following apply: 1. Only the members may select a manager or managers. 2. A manager may be a member or a nonmember. 3. If a manager is not selected, all members are managers. 4. Each manager has …

1. A manager owes to the unincorporated nonprofit association and to its members the fiduciary duties of loyalty and care. 2. A manager shall manage the unincorporated nonprofit association in good faith, in a manner the manager reasonably believes to be in the best interests of …

Notice and quorum requirements for meetings of managers and the conduct of meetings of managers are determined by the governing principles. 2010 Acts, ch 1112, §24, 33

1. On reasonable notice, a member or manager of an unincorporated nonprofit association may inspect and copy during the unincorporated nonprofit association’s regular operating hours, at a reasonable location specified by the association, any record maintained by the association …

1. Except as otherwise provided in subsection 2 , an unincorporated nonprofit association may not pay dividends or make distributions to a member or manager. 2. An unincorporated nonprofit association may do any of the following: a. Pay reasonable compensation or reimburse reason…

1. Except as otherwise provided in the governing principles, an unincorporated nonprofit association shall reimburse a member, manager, employee, or volunteer for authorized expenses reasonably incurred in the course of the member’s, manager’s, employee’s, or volunteer’s activiti…

1. An unincorporated nonprofit association may be dissolved pursuant to any of the following: a. If the governing principles provide a time or method for dissolution, at that time or by that method. b. If the governing principles do not provide a time or method for dissolution, u…

Winding up and termination of an unincorporated nonprofit association shall proceed in accordance with all of the following rules: 1. All known debts and liabilities must be paid or adequately provided for. 2. Any property subject to a condition requiring return to the person des…

1. Principles of law and equity supplement this chapter unless displaced by a particular provision of this chapter . 2. A statute governing a specific type of unincorporated nonprofit association prevails over an inconsistent provision in this chapter , to the extent of the incon…

1. For purposes of this section all of the following definitions apply: a. “Constituent organization” means an organization that is merged with one or more other organizations including the surviving organization. b. “Nonsurviving organization” means a constituent organization th…

In applying and construing this chapter , consideration shall be given to the need to promote uniformity of the law with respect to its subject matter among states that enact the revised uniform unincorporated nonprofit association Act as recommended by the national conference of…

This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act , 15 U.S.C. §7001, et seq. , but does not modify, limit, or supersede section 101(c) of that Act , 15 U.S.C. §7001(c) , or authorize electronic delivery of any of t…

1. Except as otherwise provided in subsection 2 , this chapter governs the operation in this state of all unincorporated nonprofit associations formed or operating in this state. 2. Unless the governing principles specify a different jurisdiction, the law of the jurisdiction in w…

1. An unincorporated nonprofit association is a legal entity distinct from its members and managers. 2. An unincorporated nonprofit association has perpetual duration unless the governing principles specify otherwise. 3. An unincorporated nonprofit association has the same powers…

1. An unincorporated nonprofit association may acquire, hold, encumber, or transfer in its name an interest in real or personal property. 2. An unincorporated nonprofit association may be a beneficiary of a trust or contract, a legatee, or a devisee. 2010 Acts, ch 1112, §6, 33

1. For purposes of this section , “statement of authority” means a statement authorizing a person to transfer an interest in real property held in the name of an unincorporated nonprofit association. 2. An interest in real property held in the name of an unincorporated nonprofit …

1. For a debt, obligation, or other liability of an unincorporated nonprofit association, whether arising in contract, tort, or otherwise, all of the following apply: a. It is solely the debt, obligation, or other liability of the association. b. It does not become a debt, obliga…

1. An unincorporated nonprofit association may sue or be sued in its own name. 2. A member or manager may assert a claim the member or manager has against the unincorporated nonprofit association. An association may assert a claim it has against a member or manager. 2010 Acts, ch…