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Statutes > Texas > Business-organizations-code > Title-6-associations > Chapter-252-unincorporated-nonprofit-associations

BUSINESS ORGANIZATIONS CODE

TITLE 6. ASSOCIATIONS

CHAPTER 252. UNINCORPORATED NONPROFIT ASSOCIATIONS

Sec. 252.001. DEFINITIONS. In this chapter:

(1) “Member” means a person who, under the rules or practices of

a nonprofit association, may participate in the selection of

persons authorized to manage the affairs of the nonprofit

association or in the development of policy of the nonprofit

association.

(2) “Nonprofit association” means an unincorporated

organization, other than one created by a trust, consisting of

three or more members joined by mutual consent for a common,

nonprofit purpose. A form of joint tenancy, tenancy in common, or

tenancy by the entirety does not by itself establish a nonprofit

association, regardless of whether the co-owners share use of the

property for a nonprofit purpose.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 252.002. SUPPLEMENTARY GENERAL PRINCIPLES OF LAW AND

EQUITY. Principles of law and equity supplement this chapter

unless displaced by a particular provision of this chapter.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 252.003. TERRITORIAL APPLICATION. Real and personal

property in this state may be acquired, held, encumbered, and

transferred by a nonprofit association, regardless of whether the

nonprofit association or a member has any other relationship to

this state.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 252.004. REAL AND PERSONAL PROPERTY; NONPROFIT ASSOCIATION

AS BENEFICIARY. (a) A nonprofit association in its name may

acquire, hold, encumber, or transfer an estate or interest in

real or personal property.

(b) A nonprofit association may be a beneficiary of a trust,

contract, or will.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 252.005. STATEMENT OF AUTHORITY AS TO REAL PROPERTY. (a)

A nonprofit association may execute and record a statement of

authority to transfer an estate or interest in real property in

the name of the nonprofit association.

(b) An estate or interest in real property in the name of a

nonprofit association may be transferred by a person so

authorized in a statement of authority recorded in the county

clerk’s office in the county in which a transfer of the property

would be recorded.

(c) A statement of authority must contain:

(1) the name of the nonprofit association;

(2) the address in this state, including the street address, if

any, of the nonprofit association, or, if the nonprofit

association does not have an address in this state, its address

out of state; and

(3) the name or title of a person authorized to transfer an

estate or interest in real property held in the name of the

nonprofit association.

(d) A statement of authority must be executed in the same manner

as a deed by a person who is not the person authorized to

transfer the estate or interest.

(e) The county clerk may collect a fee for recording a statement

of authority in the amount authorized for recording a transfer of

real property.

(f) An amendment, including a cancellation, of a statement of

authority must meet the requirements for execution and recording

of an original statement. Unless canceled earlier, a recorded

statement of authority or its most recent amendment is canceled

by operation of law on the fifth anniversary of the date of the

most recent recording.

(g) If the record title to real property is in the name of a

nonprofit association and the statement of authority is recorded

in the county clerk’s office of the county in which a transfer of

real property would be recorded, the authority of the person

named in a statement of authority is conclusive in favor of a

person who gives value without notice that the person lacks

authority.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 252.006. LIABILITY IN TORT AND CONTRACT. (a) A nonprofit

association is a legal entity separate from its members for the

purposes of determining and enforcing rights, duties, and

liabilities in contract and tort.

(b) A person is not liable for a breach of a nonprofit

association’s contract or for a tortious act or omission for

which a nonprofit association is liable merely because the person

is a member, is authorized to participate in the management of

the affairs of the nonprofit association, or is a person

considered as a member by the nonprofit association.

(c) A tortious act or omission of a member or other person for

which a nonprofit association is liable is not imputed to a

person merely because the person is a member of the nonprofit

association, is authorized to participate in the management of

the affairs of the nonprofit association, or is a person

considered as a member by the nonprofit association.

(d) A member of, or a person considered as a member by, a

nonprofit association may assert a claim against the nonprofit

association. A nonprofit association may assert a claim against a

member or a person considered as a member by the nonprofit

association.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 252.007. CAPACITY TO ASSERT AND DEFEND; STANDING. (a) A

nonprofit association, in its name, may institute, defend,

intervene, or participate in a judicial, administrative, or other

governmental proceeding or in an arbitration, mediation, or any

other form of alternative dispute resolution.

(b) A nonprofit association may assert a claim in its name on

behalf of members of the nonprofit association if:

(1) one or more of the nonprofit association’s members have

standing to assert a claim in their own right;

(2) the interests the nonprofit association seeks to protect are

germane to its purposes; and

(3) neither the claim asserted nor the relief requested requires

the participation of a member.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 252.008. EFFECT OF JUDGMENT OR ORDER. A judgment or order

against a nonprofit association is not by itself a judgment or

order against a member or a person considered as a member by the

nonprofit association.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 252.009. DISPOSITION OF PERSONAL PROPERTY OF INACTIVE

NONPROFIT ASSOCIATION. (a) If a nonprofit association has been

inactive for three years or longer, or a shorter period as

specified in a document of the nonprofit association, a person in

possession or control of personal property of the nonprofit

association may transfer the custody of the property:

(1) if a document of a nonprofit association specifies a person

to whom transfer is to be made under these circumstances, to that

person; or

(2) if no person is specified, to a nonprofit association or

nonprofit corporation pursuing broadly similar purposes, or to a

government or governmental subdivision, agency, or

instrumentality.

(b) Notwithstanding the above, if a nonprofit association is

classified under the Internal Revenue Code as a 501(c)(3)

organization or is or holds itself out to be established or

operating for a charitable, religious, or educational purpose, as

defined by Section 501(c)(3), Internal Revenue Code, then any

distribution must be made to another nonprofit association or

nonprofit corporation with similar charitable, religious, or

educational purposes.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 252.010. BOOKS AND RECORDS. (a) A nonprofit association

shall keep correct and complete books and records of account for

at least three years after the end of each fiscal year and shall

make the books and records available on request to members of the

association for inspection and copying.

(b) The attorney general may inspect, examine, and make copies

of the books, records, and other documents the attorney general

considers necessary and may investigate the association to

determine if a violation of any law of this state has occurred.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 252.011. APPOINTMENT OF AGENT TO RECEIVE SERVICE OF

PROCESS. (a) A nonprofit association may file in the office of

the secretary of state a statement appointing an agent authorized

to receive service of process.

(b) A statement appointing an agent must contain:

(1) the name of the nonprofit association;

(2) the federal tax identification number of the nonprofit

association, if applicable;

(3) the address in this state, including the street address, if

any, of the nonprofit association or, if the nonprofit

association does not have an address in this state, its address

out of state; and

(4) the name of the person in this state authorized to receive

service of process and the person’s address, including the street

address, in this state.

(c) A statement appointing an agent must be signed by a person

authorized to manage the affairs of the nonprofit association.

The statement must also be signed by the person appointed agent,

who by signing accepts the appointment. The appointed agent may

resign by filing a resignation in the office of the secretary of

state and giving notice to the nonprofit association.

(d) The secretary of state may collect a fee for filing a

statement appointing an agent to receive service of process, an

amendment, a cancellation, or a resignation in the amount charged

for filing similar documents.

(e) An amendment to a statement appointing an agent to receive

service of process must meet the requirements for execution of an

original statement.

(f) A statement appointing an agent may be canceled by filing

with the secretary of state a written notice of cancellation

executed by a person authorized to manage the affairs of the

nonprofit association. A notice of cancellation must contain:

(1) the name of the nonprofit association;

(2) the federal tax identification number of the nonprofit

association, if applicable;

(3) the date of filing of the nonprofit association’s statement

appointing the agent; and

(4) a current street address, if any, of the nonprofit

association in this state or, if the nonprofit association does

not have an address in this state, its address out of state.

(g) The secretary of state may adopt forms and procedural rules

for filing documents under this section.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 252.012. CLAIM NOT ABATED BY CHANGE. A claim for relief

against a nonprofit association does not abate merely because of

a change in the members or persons authorized to manage the

affairs of the nonprofit association.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 252.013. SUMMONS AND COMPLAINT; SERVICE. (a) In an action

or proceeding against a nonprofit association, a summons and

complaint must be served on an agent authorized by appointment to

receive service of process, an officer, a managing or general

agent, or a person authorized to participate in the management of

its affairs, in accordance with the Civil Practice and Remedies

Code.

(b) Not later than the 10th day after the date of a request by

the attorney general to an officer or board member of a nonprofit

association or to the nonprofit association, the nonprofit

association shall provide to the attorney general the names,

current addresses, and telephone numbers of:

(1) each agent authorized to receive service of process on

behalf of the nonprofit association; and

(2) each officer, managing or general agent, and other person

authorized to participate in the management of the affairs of the

nonprofit association.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 252.014. UNIFORMITY OF APPLICATION AND CONSTRUCTION. This

chapter shall be applied and construed to make uniform the law

with respect to the subject of this chapter among states enacting

it.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 252.015. TRANSITION CONCERNING REAL AND PERSONAL PROPERTY.

If, before September 1, 1995, an estate or interest in real or

personal property was by the terms of the transfer purportedly

transferred to a nonprofit association, but under the law the

estate or interest was vested in a fiduciary such as officers of

the nonprofit association to hold the estate or interest for

members of the nonprofit association, on or after September 1,

1995, the fiduciary may transfer the estate or interest to the

nonprofit association in its name, or the nonprofit association,

by appropriate proceedings, may require that the estate or

interest be transferred to it in its name.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 252.016. EFFECT ON OTHER LAW. This chapter replaces

existing law with respect to matters covered by this chapter but

does not affect other law covering unincorporated nonprofit

associations.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 252.017. CHAPTER CONTROLLING. (a) Except as provided by

Subsection (b), the only provisions of this code that apply to or

govern a nonprofit association are the provisions of this

chapter.

(b) Chapters 1 and 4 and, if a nonprofit association designates

an agent for service of process, Subchapter E, Chapter 5, apply

to a nonprofit association.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.