ATTACHMENT B
AN ACT CONCERNING THE UNIFORM UNINCORPORATED NONPROFIT ASSOCIATION ACT.
Be it enacted by the Senate and the House of Representatives in General Assembly convened:
Section 1. (NEW) This Act may be cited as the Uniform Unincorporated Nonprofit Association Act.
Sec. 2. (NEW) In this Act:
(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 association or in the development of the
nonprofit association.
(2) "Nonprofit association" means an unincorporated organization, other than one created by a trust, or
voluntary association consisting of two or more members joined by mutual consent for a common, lawful,
nonprofit purpose, but not including religious corporations or societies as defined in section 33-264. Holding an
estate or interest in real or personal property in joint tenancy, tenancy in common or tenancy by the entireties
does not by itself establish a nonprofit association, even if the co-owners share use of the property for a
nonprofit purpose.
3) "Person" means an individual, corporation, business trust, estate, trust, partnership, nonprofit association,
joint venture, government, governmental subdivision, agency or instrumentality or any other legal or commercial
entity.
(4) "State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico or
any territory or insular possession subject to the jurisdiction of the United States.
Sec. 3. (NEW) Principles of law and equity supplement this Act unless displaced by a particular provision of it.
Sec. 4. (NEW) A nonprofit association may acquire, hold, encumber and transfer an estate or interest in real
and personal property in this state, whether or not the nonprofit association or a member has any other
relationship to this state.
Sec. 5. (NEW) (a) A nonprofit association is a legal entity separate from its members for the purposes of
acquiring, holding encumbering and transferring an estate or interest in real and personal property.
(b) A nonprofit association in its name may acquire, hold, encumber or transfer an estate or interest in real or
personal property.
(c) A nonprofit association may be a beneficiary of a trust or contract, a legatee or a devisee.
Sec. 6. (NEW) (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 land records of the town in which a transfer of the
property would be recorded.
(c) A statement of authority must set forth: (1) The name of the nonprofit association; (2) the federal tax
identification number, if any, of the nonprofit association; (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; (4) that it is a nonprofit association; (5) 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.; and (6) the action,
procedure, or vote of the nonprofit association which authorizes the person to transfer the real property of the
nonprofit association and which authorizes the person to execute the statement of authority.
(d) A statement of authority must be subscribed and sworn to by a person who is not the person authorized to
transfer the estate or interest.
(e) The town clerk shall index the statement of authority in the grantor index in the name of the nonprofit
association.
(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 five years after 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 land records of the town in which a transfer of real property would be recorded, the authority of
the person named in the statement of authority is conclusive in favor of a person who gives value without notice
that the person named in the statement lacks authority.
(h) An otherwise valid transfer of an estate or interest in real property shall not be invalidated merely because
the nonprofit association did not record a statement of authority in accordance with this section.
Sec. 7. (NEW) (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 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 to be a member by the nonprofit association.
(c) A person is not liable 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 to be a member by the nonprofit association.
(d) A tortious act or omission of a member or other person for which a nonprofit association is liable is not
imputed to any other person merely because that other person is a member, is authorized to participate in the
management of the affairs of the nonprofit association or is a person considered to be a member by the nonprofit
association.
(e) A member of, or a person considered to be a member by, a nonprofit association may assert a claim against
the nonprofit association, except that employees represented for collective bargaining by a labor organization as
defined in section 31-77 may not assert claims against labor organizations in contravention of section 31-114. A
nonprofit association may assert a claim against a member or a person considered to be a member by the
nonprofit association.
Sec. 8. (NEW) (a) A nonprofit association, in its name, may sue or be sued and may institute, defend, intervene,
or participate in judicial, administrative or other governmental proceedings or in an arbitration, mediation or any
other form of alternative resolution.
(b) A nonprofit association may assert a claim in its name on behalf of its members if one or more members of
the nonprofit association have standing to assert a claim in their own right, the interests the nonprofit
association seeks to protect are germane to its purposes, and neither the claim asserted nor the relief requested
requires the participation of a member.
(c) The property of a nonprofit association, whether held by it or by a fiduciary for its benefit, may be subject
to any order or judgment against either the nonprofit association or the property.
Sec. 9. (NEW) A judgment or order against a nonprofit association is not by itself a judgment or order against a
member or a person considered to be a member by the nonprofit association, or a person authorized to
participate in the management of the affairs of the nonprofit association, except as provided in section
47-259(b)(1).
Sec. 10. (NEW) If a nonprofit association has been inactive for three years or longer, or a different period
specified in a controlling document of the nonprofit association, a person in possession or control of personal
property of the nonprofit association may transfer custody of the property:
(1) As provided by law or by a controlling document of a nonprofit association, provided the controlling
document is consistent with other applicable law; or
(2) in the absence of any law or applicable provision in a controlling document of the nonprofit association, to
a nonprofit association or nonprofit corporation pursuing broadly similar purposes or to a government,
governmental subdivision, agency or instrumentality.
Sec. 11. (NEW) (a) Each nonprofit association may have and maintain a statutory agent for service in this state
as provided in this section. A statutory agent for service shall be an individual who is a resident of this state.
(b) A nonprofit association's statutory agent for service shall be appointed by filing with the Secretary of the
State a written appointment in such form as the Secretary of the State shall prescribe setting forth: (1) The name
of the nonprofit association; (2) the federal tax identification number of the nonprofit association; (3) the address
in this state of the nonprofit association, or if the nonprofit association does not have an address in this state,
its address out of state; (4) the name of the statutory agent for service; and (5) the business and residence
address of the agent. In each case the address shall include the street and number or other particular
designation. Each written appointment shall also be signed by the statutory agent for service therein appointed.
(c) A statutory agent for service may resign by filing with the Secretary of the State a signed statement in
duplicate to that effect. The Secretary of the State shall forthwith file one copy and mail the other copy of such
statement to the nonprofit association at the office of the nonprofit association designated in the appointment of
the statutory agent for service. Upon the expiration of thirty days after such filing, the resignation shall be
effective and the authority of such statutory agent for service shall terminate. A nonprofit association may
revoke the appointment of a statutory agent for service by making a new appointment as provided in this section
and any new appointment so made shall revoke all appointments theretofore made.
(d) Any process, notice or demand in connection with any action or proceeding required or permitted by law to
be served upon a nonprofit association may be served upon the nonprofit association's statutory agent for
service by any proper officer or other person lawfully empowered to make service.
(e) If it appears from the records of the Secretary of the State that the nonprofit association has not appointed
or maintained a statutory agent for service, or if the plaintiff or his attorney attach to the process, notice or
demand an affidavit stating that the plaintiff does not know and, despite reasonable diligence, has been unable
to ascertain the address of the nonprofit association or the address of any of its officers, or if it appears by
affidavit endorsed on the return of the officer or other proper person directed to serve the process, notice or
demand upon the nonprofit association's statutory agent for service appearing on the records of the Secretary of
the State that such agent cannot, with reasonable diligence, be found at the address shown on such records as
the agent's address, service of the process, notice or demand on the nonprofit association may, when timely
made, be made by such officer or other proper person by: (1) Leaving a true and attested copy thereof together
with the required fee at the office of the Secretary of the State or depositing the same in the United States mails,
by registered or certified mail, postage prepaid, addressed to such office, and (2) depositing in the United States
mails, by registered or certified mail, postage prepaid, a true and attested copy thereof, together with a statement
by such officer that service is being made pursuant to this section, addressed to the nonprofit association at its
last known principal office.
(f) The Secretary of the State shall file the copy of each process, notice or demand received by him as provided
in subsection (e) of this section and keep a record of the day and hour of such receipt. Service made as provided
in this section shall be effective as of such day and hour.
(g) An amendment to or cancellation of an appointment of a statutory agent to receive service of process must
meet the requirements for execution of an original appointment.
(h) The execution of any document to be filed with, or delivered to, the Secretary of the State shall constitute
an affirmation under the penalties of false statement by the person signing the document that the facts stated
therein are true.
(i) Nothing contained in this section shall limit or affect the right to serve any process, notice or demand
required or permitted by law to be served upon a nonprofit association in any other manner permitted by law.
(j) The Secretary of the State shall charge and collect a fee, and remit it to the Treasurer for the use of the state,
for filing an appointment of a statutory agent for service, an amendment or cancellation thereof or a resignation,
in an amount charged for filing similar documents.
Sec. 12. (NEW) A claim for relief against a nonprofit association does not abate merely because of a change in
its members or persons authorized to manage the affairs of the nonprofit association.
Sec. 13. (NEW) For purposes of venue, a nonprofit association is a resident of the judicial district in which it
has an office or in which it carries out its principal business or conducts its affairs.
Sec. 14. (NEW) If any provision of this Act or its application to any person or circumstances is held invalid, the
invalidity does not affect any other provisions or applications of this Act which can be given effect without the
invalid provision or application, and to this end the provisions of this Act are severable.
Sec. 15. (NEW) This Act does not affect any rights accrued before this Act takes effect or any action or
proceeding then pending.
Sec. 16. (NEW) Section 47-6 of the general statutes is repealed and the following substituted in lieu thereof:
Conveyances of real estate made to or by any corporation or [the
trustees of ]any voluntary association [,] may
be attested by witnesses interested therein, and may be acknowledged before properly authorized persons who
are so interested.
Sec. 17. (NEW) Sections 52-76 and 52-292 of the general statutes are repealed.
STATEMENT OF PURPOSE: To adopt the Uniform Unincorporated Nonprofit Association Act.
Unincorporated Nonprofit Association Committee HOME