Title XXIII, Private Corporations and Associations

As used in this chapter: (1) "Appropriate court" means the Circuit Court of the county of the Commonwealth in which the unincorporated nonprofit association's principal office is located or, if none, the county in which the registered office is or was last maintained; (2) "Establ…

(1) An unincorporated nonprofit association is a legal entity distinct from its members and managers. (2) An unincorporated nonprofit association shall have perpetual duration unless the governing principles specify otherwise. (3) An unincorporated nonprofit association shall hav…

(1) An unincorporated nonprofit association may acquire, hold, encumber, or transfer in its name an interest in real, personal, or intangible property. (2) An unincorporated nonprofit association may be a beneficiary of a trust or contract, a legatee, or a devisee.

(1) An interest in real property held in the name of an unincorporated nonprofit association may be transferred by a person authorized to do so in a statement of authority recorded by the association in the office in the county in which a transfer of the property would be recorde…

(1) An unincorporated nonprofit association may file a certificate of association with the Secretary of State containing: (a) The name of the association meeting the requirements of KRS 14A.3-010; (b) The mailing address of the association's initial principal office; (c) The name…

(1) If the association has filed a certificate of association with the Secretary of State, a debt, obligation, or other liability of an unincorporated nonprofit association, whether arising in contract, tort, or otherwise accruing or arising after the filing of the certificate is…

(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. (3) If the …

(1) A judgment or order against an unincorporated nonprofit association is not by itself a judgment or order against a member or manager. (2) Pursuant to this chapter, a judgment creditor of an unincorporated nonprofit association shall not levy execution against the assets of a …

In an action or proceeding against an unincorporated nonprofit association, process may be served on the registered agent or in any other manner authorized by the law of this Commonwealth.

An action or proceeding against an unincorporated nonprofit association shall not abate merely because of a change in its members or managers.

(1) Venue of an action against an unincorporated nonprofit association that has filed a certificate of association shall be in the appropriate court. (2) Venue of an action brought in this Commonwealth against an unincorporated nonprofit association that has not filed a certifica…

A member is not an agent of the association solely by reason of being a member.

(1) Except as otherwise provided in the governing principles, an unincorporated nonprofit association shall have the approval of its members to: (a) Admit, suspend, dismiss, or expel a member; (b) Select or dismiss a manager; (c) Adopt, amend, or repeal the governing principles; …

Any incorporated college or university in this state may establish adjunct schools and colleges in any part of the state to be operated in connection with it. In order to establish and operate any adjunct school or college the institution establishing it may solicit and receive s…

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

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

All property procured for any adjunct school or college shall be held and applied by the governing body of the institution establishing it for the purpose of establishing and maintaining the adjunct school. The governing body may procure grounds and erect buildings for its use an…

(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 …

(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 shall not relieve the member from an…

Except as otherwise provided in the governing principles of the association, a member's interest or any right under the governing principles is not transferable.

Except as otherwise provided in this chapter or the governing principles: (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 equal rights in the mana…

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

Any religious society may, before or after the creation of the charity, by a majority vote, appoint one (1) to three (3) trustees in whom legal or equitable title to the society's property shall be vested to the use of the society. These appointments shall be entered upon the rec…

Notice and quorum requirements for meetings of managers and the conduct of meetings of managers shall be determined by the governing principles.

A majority of the trustees may sue or be sued in their own names on behalf of the religious society in any action concerning the property of the society.

(1) On reasonable notice and for a proper purpose, 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 main…

(1) Except as otherwise provided in subsection (2) of this section, an unincorporated nonprofit association shall not pay dividends or make distributions to a member or manager. (2) An unincorporated nonprofit association may: (a) Pay reasonable compensation or reimburse reasonab…

(1) Except as otherwise provided in the governing principles, an unincorporated nonprofit association shall reimburse a member or manager for authorized expenses reasonably incurred in the course of the member's or manager's activities on behalf of the association. (2) An unincor…

In case of a division in a religious society, the trustees shall permit each party to use the church and property for divine worship a part of the time, proportioned to the members of each party. The excommunication of one (1) party by the other shall not impair this right unless…

(1) An unincorporated nonprofit association may be dissolved as follows: (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, upon approval by the…

If any religious society holding land dissolves, the title shall vest in the trustees of the county seminary in which the land lies for the use of that seminary, and if there is no such seminary, then in the county judge/executive, for the benefit of common schools in the county.

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

(1) If, before June 24, 2015, an interest in property was by terms of a transfer purportedly transferred to an unincorporated nonprofit association but under the law of this Commonwealth the interest did not vest in the association, or in one (1) or more persons on behalf of the …

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 it.

Upon petition in equity stating the necessity of such action, if it will not violate any reservation or limitation in any dedication or grant, the Circuit Court of the county in which real property is held for a religious society or other charity may direct a sale of the property…

The provisions of this chapter governing the legal effect, validity, or enforceability of electronic records or electronic signatures, and of contracts formed or performed with the use of such records or signatures, modify, limit, and supersede the Electronic Signatures in Global…

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

On the first of January of each year the board of directors or trustees of every incorporated cemetery or burying ground organized for private profit shall make a complete written report to its stockholders and lot owners of its assets and liabilities as of that date.

organizations that accept contribution of property or money -- Right of action -- Declaration of rights -- Remedies. (1) As used in this section: (a) "Charitable organization" means an entity organized and operated exclusively for religious, charitable, scientific, testing for pu…

(1) Except as otherwise provided in subsection (2) of this section, the laws of this Commonwealth govern the operation in this state of all unincorporated nonprofit associations formed or operating in this Commonwealth. (2) Unless the governing principles specify a different juri…

The provisions of this chapter do not affect an action or proceeding commenced or right accrued before it takes effect.

As used in KRS 273.161 to 273.390, unless the context otherwise requires: (1) "Corporation" or "domestic corporation" means a nonprofit corporation subject to the provisions of KRS 273.161 to 273.390, except a foreign corporation, and for the purposes of KRS 273.277 to 273.293, t…

(1) Notice under this chapter shall be in writing unless oral notice is reasonable under the circumstances. Notice by electronic transmission is written notice. (2) Notice may be communicated in person, by mail or other method of delivery, or by telephone, voice mail, or other el…

(1) The provisions of KRS 273.161 to 273.390 relating to domestic corporations shall apply to: (a) All corporations organized hereunder; and (b) All nonprofit corporations heretofore organized under any act repealed by 1968 Acts, ch. 165, for a purpose or purposes for which a cor…

KRS Chapter 273A shall be known and may be cited as the Kentucky Uniform Unincorporated Nonprofit Association Act.

273.161 to 273.390. Except as otherwise prohibited by law, corporations may be organized under KRS 273.161 to 273.390 for any lawful purpose or purposes, including without being limited to any one (1) or more of the following purposes: charitable; benevolent; eleemosynary; educat…

Each corporation shall have power: (1) To have perpetual succession by its corporate name unless a limited period of duration is stated in its articles of incorporation. (2) To sue and be sued, complain and defend, in its corporate name. (3) To have a corporate seal and alter it …

The Secretary of State shall have the power reasonably necessary to perform the duties required of him by this chapter.

No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, but such lack of c…

The name of the corporation shall satisfy the requirements of KRS 14A.3-010.