From newyorkny911truthorg old pages
Unincorporated Association Info
When looking to organize a volunteer or nonprofit group the first advice received is usually that the group should incorporate. This is not entirely necessary. There are many well known groups in the United States that maintain an unincorporated structure, including political action committees, trade unions, charities, trusts, social clubs and condominium associations. Remember, filing 501(c)(3) forms is an issue separate from how-to-organize and can be done by any legally recognized nonprofit entity, including sole proprietorships, LLCs or corporations.
The Unincorporated Association is not talked about much in the world of regulations that is attempting to engulf us in the post millennium.. .
Posted by Johnathan, May 31, 2007, 2:24pm
Unincorporated Associations
an activist's guide to effective organization
~with sex appeal!
From Jenny's diary~
Freedom of assembly is a first amendment right. We don't hear about it as much as speak, religon, and the press. And it's the one needed to make the others count. It's not just the "freedom" what's needed, it's the knowing how of doing it.
But, there is a dearth of information about how to effectivly assemble, that is, organize, available to activists. It’s not rocket science.
It’s not black magic. So why is it people have a hard time excersising this right effectively?
The history of politics, and how it’s taught, particularly in the States, doesn't help.
One is left with an impression all effective activism requires is getting together with your pub mates, agreeing the King should go, then marching on the British—perhaps throwing a bit of tea in the water on the way.
Then presto—independence—just like magic.
If we look at why this appears to work in history, we are looking at a time where people who know each other, lived close by, passing information by word of mouth among trusted kith and kin. Even glossing over many organizational details that have been lost to history, this IS what effective activism looks like-- in an agrarian, preindustrial society, made of small, close-knit communities.
We are not living in the 18
th century.
We live in an industrial bureauocratic cosmopolitan society of far-flung communities.
Communication is not done primarily by word of mouth, nor is it primarily through blood relations and ties to blood relations.
In fact, we may be living for the first time in human history where one’s politics is not automatically associated with who one is related to.
The practical reason families had similar politics in the past was they shared similar ecomomic circumstances. This is not automatically true anymore.
And this is why simply getting together with a group of like minded mates and hitting the streets will not change politics or policies in our current time and circumstances--
without adapting our activist organization to the industrial, information-based, bureauocratic, modern society we live in.There is the another problem in activism that keeps people back from starting their own groups—seeing organization as so complicated and hard to understand that it is best left to the experts—like rocket science. I’m going to guess most of these experts—lawyers, teachers and so forth-- who have taken up this burden, do so out of good intentions. Certainly there are cases where someone just has to get something started and sort out the details later or nothing will get done. But, when only a handful or less of people in a group understand how the group is organized, or how to fully take use it, it creates an apartheid activist situation where democracy cannot thrive.
And this ignorance can create a trap for the dedicated activist who doesn't realize they are simply missing some basic knowledge they could acquire: they will rationalize all sorts of rubbish to stay with nutters
“for the cause”.
Well, no more excuses for you, sunbeam—you’re about to learn the basics of unincorporated group organization.
It is not black magic.
It is not rocket science.
But, thanks to feeble social studies courses, it is considered “uncool”.
Because this subject is expected to be dead dull, dishy models suitable for everyone’s persuasion will appear at regular intervals to keep your interest.
CAUTION: I am not a soliciter, attorney or barrister. This information if soley based on my personal reserach. In many cases the precise definition of an association varies from state to state, country to province, in addition to the variations in laws and fees. I strongly encourage everyone to check with your home or state office as to which definitions and laws apply to your specific circumstances where you live.
What is an Unincorporated Associassion?
Organized activists are sexy and fun! |
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An unincorporated association(also called an “association”, a “nonprofit association”, a “voluntary association” or a “union”) is:
"A group of individuals who voluntarily enter into an agreement to form a body (or organization) to accomplish a purpose.
Strictly speaking in many jurisdictions no formalities are necessary to start an association. In some jurisdictions, there is a minimum for the number of persons starting an association. Some jurisdictions require that the association register with the police or other official body to inform the public of the association's existence. This is not necessarily a tool of political control but much more a way of protecting the economy from fraud. In many such jurisdictions, only a registered association is a juristic person whose membership is not responsible for the financial acts of the association. Any group of persons may, of course, work as an association but in such case, the persons making a transaction in the name of the association are all responsible for it"
http://en.wikipedia.org/wiki/Voluntary_association
Also:
http://aia.mahost.org/fund_nonprofit.htmlAs an activist you are specifically looking to form a
Unincorportaed Non-profit Associaction.
From the Oregon nonprofit page:
http://www.tacs.org/qa/qa.asp?tpID=9#36
"An unincorporated association is defined as a group of people who come together for some purpose other than to do business.
The positive aspects of associations are:
- There are no registration or reporting requirements to the Oregon Corporation Division or Dept. of Justice Charitable Activities Section
- There is greater flexibility in how the organization is run
- Change in membership doesn’t impact the existence of the organization
The negative aspects of associations are:
- There is no protection for the members. Everyone involved is equally liable for debts and in the event of a suit
- It is not possible to open a bank account using the federal ID# (EIN#)
Or, more simply:
Pluses:
-no registration requirements—just get together and go to it
-choose your organization to fit your needs
-members can come and go
Minuses:
-everyone is equally liable for everything the group does.
-the group cannot have a bank account in it’s own name
In spite of these drawbacks, the unincorporated association is probably the best fit for most activists. However, if the group grows beyond a certain point or wishes to acquire property, they may want to consider incorporation.
Why organize at all if we don't have to?
Oh, come on! Organizing will be a blast!
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It's that liability thing again. There's a bit of misinformation from a vocal anti organization quarter who believes that if they avoid organizing they will avoid all legal liability. They are grossly mistaken. Under the law, if your group is not incorporated but can be proven to exist as a regular entity, by default, your ARE an unincorporated association—whether you like it or not. As such, each and every individual member can be held liable for the group’s activities. So organizing yourself properly is the BEST way to avoid unpleasant legal suits.
Some of that misinformation might be explained here:
From Illinois Non-profit law:
“While many nonprofit associations benefit from forming not-for-profit corporations, small, local, or labor organizations tend to prefer an unincorporated association format. Local musical, religious, or literary clubs, for example, may not have the financial or human resources to obtain and maintain nonprofit status. Not-for-profit corporate status, discussed below, tends to be advantageous to larger groups with activities and relationships external to the organization. Small charitable organizations, such as family trusts, do not seek public funds or otherwise deal with people or organizations outside of the association. These organizations would not benefit from nonprofit corporate status, and incorporation would add additional and unnecessary legal requirements and possible liability.”
Note things do vary state to state. Or even within the same state. But, whilst the above article makes unincorporation sould like a safe bet for a small group to avoid liability, three paragraphs later, in the same article they say this:
“Historically, an unincorporated association was not liable for actions of its members because it was not a legal entity subject to suit. However, the trend in the law is to allow even unincorporated associations to sue and be sued…. Furthermore, individual members may be liable for acts of other members under the traditional law of agency. A member of a musical society who contracts for a group performance may, even unintentionally, hold the other members responsible for upholding the contract. In effect, members of associations act as agents for other association members. A manager of an association also has a fiduciary duty, that is, the association has placed the person in a position of trust and confidence. He or she is required to act in good faith and in the best interests of the association. Similarly, the law of estate planning and probate, tort law, property law, criminal law, or even state anti-discrimination law, may apply to an unincorporated association.”
This isn't just a defensive manuever--by having good organization and clear charters and rules, you also put you group in a good position if it becomes neccessary to pursue legal action on the group's behalf.
Getting organized
Let's get unincorporated!
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Now for the organizing bit. Note, unlike incorporated nonprofits, the state does not tell you how to organize, but it would behoove one to organize in a way that at least covers some of the established bases:
“Just because an association takes a less formal approach to its formation does not mean that it should grow haphazardly. Members of unincorporated associations should be aware that without some formal planning, associations risk running afoul of the law. Early organization becomes particularly useful once an association starts to grow in membership and resources.”
Anyway, to start organizing your group on solid footing, draw up a charter or articles of association:
Articles of Association
Every association should have articles of association. Sometimes referred to as the charter or the constitution, the articles of association is the document containing a statement of the association's purpose and an outline of the procedures it will follow. Some states require an unincorporated association to file its articles of association with the secretary of state, the county clerk, or another state or local agency. The charter should be tailored to the particular organization, but most articles of association contain the following
- Organizational purpose
- Organizational structure
- Qualifications for membership
- Methods for appointing leaders
- Internal procedural guidelines, such as frequency of meetings and authority for handling finances
- Tax status
Expanding on these articles in detail might help:
-Organizational Purpose - what are your groups goals and what methods do they plan to use to achieve them
-Organizational Structure- will people all have about the same responsibilities? Will there be officers? A mediator? Good ideas can be found in this book “Democracy in Small Groups”at Amazon. It’s less important what organization you have, than the fact that you have it and know how it works.
-Qualifications for membership--who can join and what does it mean to be a member? And how can you be expelled? What is often lost in the noise is that an email list, or registry on the groups website does not have to automatically mean one is an active member of a group with full responsibilities and rights. In fact it’s very easy to register or get on a mailing list—membership should be reserved for active, regular participants in the groups activities and decision making.
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Methods of appointing leaders and/or officers--how leadership is gained—and lost. Again, how it’s done, is not as important as that it is done, consistently and fairly.
Where leaders are needed—and an argument can be made that some groups won’t need them as such—there should be
clear standards, in addition to
how they are appointed, and
clear circumstances under which leadership/officerships is lost.-
Internal procedure guidelines-the nuts and bolts:
how often you meet, where, under what circumstance a vote is taken, disaplinary procedures, etc.
These can not be glossed over, though, to begin with, common sense will probably suffice.
But, as the group grows, or becomes more known,
procedures are essential not only in moving projects along, but in having a fair and consitant way to resolve conflict, reguardless of it’s source. -Tax status—probably not a big issue , but consult the office that handles business in you state to be sure. The group might also consider setting up a trust if it wants a bank account or to rent property. Otherwise all buiness dealing will have to be done in the names of individual members.
Who needs a charter, I can hear some say? Well, anyone who:
“...solicits funding from the public, borrows money, is subject to insurance laws, is in a regulated industry, or has tax liability, must have articles of association. Even if not required, however, every association can benefit from the clarity of purpose and procedure that comes from creating a charter.”
This covers most groups who organize any events worthwhile last I checked
Putting it all together
Ready, steady, --organize! |
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So you’ve got your mates and you’ve decided to organize your group. Get out with your paper or bootup the notebook and go to it:
1: Name your group, if you don't have one already
2: Draw up articles of association:
a:your goals and what methods you plan to use
b: what structure strikes your fanny? Majority rule? Consensus? Something else?
c :electing/appointing leaders how are you going to do it?
d: where, and how frequently are you going to meet? Meeting procedures, moderators, agendas, etc?
e: How will you sort out disagreement inside the group?
f:review your tax status and whether you want to appoint a trustee
3: IMPORTANT: for your country/ state/ province check in with the office that handles business incorporation and find out what, if any, requirements there for unincorporated nonprofits to register. Even if there are no requirements, the group may wish to do so anyway.
4: Put all in writing—thus begins the groups records.
Don’t expect this business to get done all at one meeting. If fact it would be surprising if, given everyone is learning as they go, if all this took any less than a month to hash out. But once hashed, even if your group decides to change some things later, you will know this organizing you thought was dead dull, is actually, very, um, rewarding! Time for another saucy pic, I think….
How does your current group measure up?
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Measuring up? You look fine, you hot activist, you!
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Those are the basics. Below are a list of states linked where they had information on unincorporated associations. Where the secretary of state has no specific info, there is a number, and I’d advise anyone to call to just conirfm the status of unincorporated associations in their state. As a final note, getting this information for people in the States has been dead hard—apparently Brits, Canuck, and Assuie activists have for more resources available on the Web than Yanks. A cynical person might think there’s a plot among corporate America to keep regular Yanks ignorant about how to effectively democratically organize outside of a business setting….
What to do with what you know now? First, examine your current group and see where it stands. This doesn’t have to be good or bad—just know what your group is. Is it incorporated or not? What is it’s organization? And does that work for you? If the answers aren’t obvious, ask someone who’s been there longer. They should be happy to clear things up, happy someone is taking an interest and happy to show you how you can be more involved, if that’s what you want.
If they’re cagy and suspicious, that’s a flag. At that point you can either ask specific questions or back away slowly and make no sudden moves. People who have power in highly dysfunctional groups do not want to discuss organization, prefer to obsficate group history and the details about how the group is structured. They can also get vindictive and nasty if the facts go against them. Another flag is no written records. If you get the stone wall treatment, smile and thank whomever for their time and get out. It will not get better. And if you find yourself under attack, a nicely worded cease and desist letter(not email) to the group member(s) responsible, with copies sent to interested individuals(landlords) explaining how they are all equally liable should be sufficient to deter further attacks—if not, it is evidence you pass on to the police or your solicitor.
It is also possible you’re with congenial people who just don’t know about these things—in which case feel free to share the gift of organized effectivness! Sharing sex appeal is optional.
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Links by country and state:
ADDITIONAL NOTES: after hunting down every Secretary of the State link, I am even more convinced of an agenda to obsficate or hide the basic tools of organizing from the noncommercial public. Where it was available, I linked directly to info on unincorporated associations. Where that was not possible, I link to a buisness page with nonprofits. And where even that was doubtful, I linked to the contact infiomation, most of whom have phone numbers. I strongly encourage anyone else who's as irritated at this obstruction of democratic tools to call their office up(look for a nuimber under "corporation " or "business" division) and ask nicely: "Pardon, I can't seem to find any information on unincorporated nonprofit associations at your site -- could you please help?" Take back your tools of democracy, one irritated phone call at a time.
(In a few case no contact information was available. Sorry the UK, Canadian, and Australian info is so brief. Information in more readily available on line, and the states knackered me out.)
United Kingdom
Canada
Australia
