Published: 2015-07-08
Key Benefits:
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.
(Added by Stats. 2004, Ch. 178, Sec. 11. Effective January 1, 2005.)
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.
(Added by Stats. 2004, Ch. 178, Sec. 11. Effective January 1, 2005.)
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.
(Added by Stats. 2004, Ch. 178, Sec. 11. Effective January 1, 2005.)
(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.
(Added by Stats. 2005, Ch. 116, Sec. 6. Effective January 1, 2006.)
Notwithstanding any other provision of this chapter, a member or person in control of a nonprofit association may be subject to liability for a debt, obligation, or liability of the association under common law principles governing alter ego liability of shareholders of a corporation, taking into account the differences between a nonprofit association and a corporation.
(Added by Stats. 2004, Ch. 178, Sec. 11. Effective January 1, 2005.)
Nothing in this chapter limits application of the Uniform Fraudulent Transfer Act (Chapter 1 (commencing with Section 3439) of Title 2 of Part 2 of Division 4 of the Civil Code).
(Added by Stats. 2004, Ch. 178, Sec. 11. Effective January 1, 2005.)
