By Greenberg H.B. No. 2811
A BILL TO BE ENTITLED
1-1 AN ACT
1-2 relating to the
1-3 UNIFORM UNINCORPORATED NONPROFIT ASSOCIATION ACT.
1-4 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
1-5 SECTION 1. DEFINITIONS. In this (Act):
1-6 (1) "Member" means a person who, under the rules or
1-7 practices of a nonprofit association, may participate in the
1-8 selection of persons authorized to manage the affairs of the
1-9 nonprofit association.
1-10 (2) "Nonprofit association" means an unincorporated
1-11 organization consisting of (two) or more members joined by mutual
1-12 consent for a common, nonprofit purpose. However, joint tenancy,
1-13 tenancy in common, or tenancy by the entireties does not by itself
1-14 establish a nonprofit association, even if the co-owners share use
1-15 of the property for a nonprofit purpose.
1-16 (3) "Person" means an individual, corporation, business
1-17 trust, estate, trust, partnership, association, joint venture,
1-18 government, governmental subdivision, agency, or instrumentality,
1-19 or any other legal or commercial entity.
1-20 (4) "State" means a State of the United States, the District
1-21 of Colombia, the Commonwealth of Puerto Rico, or any or territory
1-22 insular possession subject to the jurisdiction of the United
1-23 States.
2-1 SECTION 2. SUPPLEMENTARY GENERAL PRINCIPLES OF LAW AND
2-2 EQUITY. Principles of law and equity supplement this (Act) unless
2-3 displaced by a particular provision of it.
2-4 SECTION 3. TERRITORIAL APPLICATION. Real and personal
2-5 property in this State may be acquired, held, encumbered, and
2-6 transferred by a nonprofit association or a member has any other
2-7 relationship to this State.
2-8 SECTION 4. REAL PERSONAL PROPERTY; NONPROFIT ASSOCIATION AS
2-9 LEGATEE, DEVISEE, OR BENEFICIARY.
2-10 (a) A nonprofit association in its name may acquire, hold
2-11 encumber, or transfer an estate or interest in real or personal
2-12 property.
2-13 (b) A nonprofit association may be a legatee, devisee, or
2-14 beneficiary of a trust or contract.
2-15 SECTION 5. STATEMENT OF AUTHORITY AS TO REAL PROPERTY.
2-16 (a) A nonprofit association may execute and (file; record) a
2-17 statement of authority to transfer an estate or interest in real
2-18 property in the name of the nonprofit association.
2-19 (b) An estate or interest in real property in the name of a
2-20 nonprofit association may be transferred by a person so authorized
2-21 in a statement of authority (filed; recorded ) in the office in the
2-22 (county) in which a transfer of the property would be (filed;
2-23 recorded).
2-24 (c) A statement of authority must set forth:
2-25 (1) the name of the nonprofit organization;
3-1 (2) the address in this State, including the street
3-2 address, if any, of the nonprofit association, or, if the nonprofit
3-3 association does not have an address in this State, its address out
3-4 of state;
3-5 (3) the name or title of a person authorized to
3-6 transfer an estate or interest in real property held in the name of
3-7 the nonprofit association; and
3-8 (4) the action, procedure, or vote of the nonprofit
3-9 association which authorizes the person to execute the statement of
3-10 authority.
3-11 (d) A statement of authority must be executed in the same
3-12 manner as a deed by a person who is not the person authorized to
3-13 transfer the estate or interest.
3-14 (e) A filing officer may collect a fee for (filing;
3-15 recording) a transfer of real property.
3-16 (f) An amendment, including a cancellation, of a statement
3-17 of authority must meet the requirements for execution and (filing;
3-18 recording) of an original statement. Unless cancelled earlier, a
3-19 (filed; recorded) statement of authority or its most recent
3-20 amendment is canceled by operation of law five years after the date
3-21 of the most recent (filing; recording).
3-22 (g) If the recorded title to real property is in the name of
3-23 a nonprofit association and the statement of authority is (filed;
3-24 recorded) in the office of the (county) in which a transfer of real
3-25 property would be (filed; recorded), the authority of the person
4-1 named in a statement of authority is conclusive in favor of a
4-2 person who gives value without notice that the person lacks
4-3 authority.
4-4 SECTION 6. LIABILITY IN TORT AND CONTRACT.
4-5 (a) A nonprofit association is a legal entity separate from
4-6 its members for the purposes of determining and enforcing rights,
4-7 duties, and liabilities in contract and tort.
4-8 (b) A person is not liable for a breach of a nonprofit
4-9 association's contract merely because the person is a member, is
4-10 authorized to participate in the management of the affairs of the
4-11 nonprofit association, or is a person considered to be a member by
4-12 the nonprofit association.
4-13 (c) A person is not liable for a tortious act or omission
4-14 for which a nonprofit association is liable merely because the
4-15 person is a member, is authorized to participate in the management
4-16 of the affairs of the nonprofit association, or is a person
4-17 considered as a member by the nonprofit association.
4-18 (d) A tortious act or omission of a member or other person
4-19 for which a nonprofit association is liable is not imputed to a
4-20 person merely because the person is a member of the nonprofit
4-21 association, or is a person considered as a member by the nonprofit
4-22 association.
4-23 (e) A member of, or a person considered to be a member by, a
4-24 nonprofit association may assert a claim against the nonprofit
4-25 association. A nonprofit association may assert a claim against a
5-1 member or a person considered to be a member by the nonprofit
5-2 association.
5-3 SECTION 7. CAPACITY TO ASSERT AND DEFEND; STANDING.
5-4 (a) A nonprofit association, in its name, may institute,
5-5 defend, intervene, or participate in a judicial, administrative, or
5-6 other governmental proceeding or in an arbitration, mediation, or
5-7 any other form of alternative dispute resolution.
5-8 (b) A nonprofit association may assert a claim in its name
5-9 on behalf of its members if one or more members of the nonprofit
5-10 association have standing to assert a claim in their own right, the
5-11 interests the nonprofit association seeks to protect are germane to
5-12 its purposes, and neither the claim asserted not the relief
5-13 requested requires the participation of a member.
5-14 SECTION 8. EFFECT OF JUDGMENT OR ORDER. A judgment or order
5-15 against a nonprofit association is not by itself a judgment or
5-16 order against a member.
5-17 SECTION 9. DISPOSITION OF PERSONAL PROPERTY OF INACTIVE
5-18 NONPROFIT ORGANIZATION. If a nonprofit association has been
5-19 inactive for (three) years or longer, a person in possession or
5-20 control of personal property of the nonprofit association may
5-21 transfer the property:
5-22 (1) if a document of a nonprofit association specifies a
5-23 person to whom transfer is to be made under these circumstances, to
5-24 that person; or
5-25 (2) if no person is so specified, to a nonprofit association
6-1 or nonprofit corporation pursuing broadly similar purposes, or to a
6-2 government or governmental subdivision, agency, or instrumentality.
6-3 SECTION 10. APPOINTMENT OF AGENT TO RECEIVE SERVICE OF
6-4 PROCESS.
6-5 (a) A nonprofit association may file in the office of the
6-6 (Secretary of State) a statement appointing an agent authorized to
6-7 receive service of process.
6-8 (b) A statement appointing an agent must set forth:
6-9 (1) the name of the nonprofit association;
6-10 (2) the address in this State, including the street
6-11 address, if any, of the nonprofit association, or, if the nonprofit
6-12 association does not have an address in this State, its address out
6-13 of State; and
6-14 (3) the name of the person in this State authorized to
6-15 receive service of process and the person's address, including the
6-16 street address, in this State.
6-17 (c) A statement appointing an agent must be signed and
6-18 acknowledged by a person authorized to manage the affairs of a
6-19 nonprofit association. The statement must also be signed and
6-20 acknowledged by the person appointed agent, who thereby accepts the
6-21 appointment. The appointed agent may resign by filing a
6-22 resignation in the office of the (Secretary of State) and giving
6-23 notice to the nonprofit association.
6-24 (d) A filing officer may collect a fee for filing a
6-25 statement appointing an agent to receive service of process, an
7-1 amendment, or a resignation in the amount charged for filing
7-2 similar documents.
7-3 (e) An amendment to a statement appointing an agent to
7-4 receive service of process must meet the requirements for execution
7-5 of an original statement.
7-6 SECTION 11. CLAIM NOT ABATED BY CHANGE OF MEMBERS OR
7-7 OFFICERS. A (claim for relief) against a nonprofit association
7-8 does not abate merely because of a change in its members or persons
7-9 authorized to manage the affairs of the nonprofit association.
7-10 (SECTION 12. VENUE. For purposes of venue, a nonprofit
7-11 association is a resident of a (city or) county in which it has an
7-12 office.)
7-13 (SECTION 13. SUMMONS AND COMPLAINT; SERVICE ON WHOM. In an
7-14 action or proceeding against a nonprofit association a summons and
7-15 complaint must be served on an agent authorized by appointment to
7-16 receive service of process, an officer, managing or general agent,
7-17 or a person authorized to participate in the management of its
7-18 affairs. If none of them can be served, service may be served on a
7-19 member.)
7-20 SECTION 14. UNIFORMITY OF APPLICATION AND CONSTRUCTION.
7-21 This (Act) shall be applied and construed to effectuate its general
7-22 purpose to make uniform the law with respect to the subject of this
7-23 (Act) among states enacting it.
7-24 SECTION 15. SHORT TITLE. This (Act) may be cited as the
7-25 Uniform Unicorporated Nonprofit Association Act.
8-1 SECTION 16. SEVERABILITY CLAUSE. If any provision of this
8-2 (Act) or its application to any person or circumstances is held
8-3 invalid, the invalidity does not affect any other provisions or
8-4 applications of this (Act) which can be given effect without the
8-5 invalid provision or application, and to this end the provisions of
8-6 this (Act) are severable.
8-7 SECTION 17. EFFECTIVE DATE. This (Act) takes effect
8-8 ______________.
8-9 SECTION 18. REPEALS.
8-10 (a) The following acts and parts of acts are repealed:
8-11 (1)
8-12 (2)
8-13 (b) The following acts and parts of acts are not repealed:
8-14 (1)
8-15 (2)
8-16 (c) This Act replaces existing law with respect to
8-17 matters covered by this Act but does not affect other law
8-18 respecting nonprofit associations.
8-19 SECTION 19. TRANSITION CONCERNING REAL AND PERSONAL
8-20 PROPERTY. (a) If, before the effective date of this Act, an
8-21 estate or interest in real or personal property was purportedly
8-22 transferred to a nonprofit association, on the effective date of
8-23 this Act the estate or interest vests in the nonprofit association
8-24 unless the parties have treated the transfer as ineffective.
8-25 (b) If, before the effective date of this Act, the transfer
9-1 vested the estate or interest in another person to hold the estate
9-2 or interest a fiduciary for the benefit of the nonprofit
9-3 association, its members, or both, on or after the effective date
9-4 of this Act the fiduciary may transfer the estate or interest to
9-5 the nonprofit association in its name, or the nonprofit
9-6 association, by appropriate proceedings, may require that the
9-7 estate or interest be transferred to it in its name.
9-8 SECTION 20. SAVINGS CLAUSE. This Act does not affect an
9-9 action or proceeding commenced or right accrued before this Act
9-10 takes effect.
9-11 SECTION 21. The importance of this legislation and the
9-12 crowded condition of the calendars in both houses create an
9-13 emergency and an imperative public necessity that the
9-14 constitutional rule requiring bills to be read on three several
9-15 days in each house be suspended, and this rule is hereby suspended,
9-16 and that this Act take effect and be in force from and after its
9-17 passage, and it is so enacted.