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.