SECTIONS 18605-18640 - California Statutes

CORPORATIONS CODE

SECTION 18605-18640

18605. A member, director, or agent of a nonprofit association is
not liable for a debt, obligation, or liability of the association
solely by reason of being a member, director, officer, or agent.

18610. A member of a nonprofit association is not liable for a
contractual obligation of the association unless one of the following
conditions is satisfied:
(a) The member expressly assumes personal responsibility for the
obligation in a signed writing that specifically identifies the
obligation assumed.
(b) The member expressly authorizes or ratifies the specific
contract, as evidenced by a writing. This subdivision does not apply
if the member authorizes or ratifies a contract solely in the member'
s capacity as a director, officer, or agent of the association.
(c) With notice of the contract, the member receives a benefit
under the contract. Liability under this subdivision is limited to
the value of the benefit received.
(d) The member executes the contract without disclosing that the
member is acting on behalf of the association.
(e) The member executes the contract without authority to execute
the contract.

18615. A director, officer, or agent of a nonprofit association is
not liable for a contractual obligation of the association unless one
of the following conditions is satisfied:
(a) The director, officer, or agent expressly assumes
responsibility for the obligation in a signed writing that
specifically identifies the obligation assumed.
(b) The director, officer, or agent executes the contract without
disclosing that the director, officer, or agent is acting on behalf
of the association.
(c) The director, officer, or agent executes the contract without
authority to execute the contract.

18620. (a) A member, director, officer, or agent of a nonprofit
association shall be liable for injury, damage, or harm caused by an
act or omission of the association or an act or omission of a
director, officer, or agent of the association, if any of the
following conditions is satisfied:
(1) The member, director, officer, or agent expressly assumes
liability for injury, damage, or harm caused by particular conduct
and that conduct causes the injury, damage, or harm.
(2) The member, director, officer, or agent engages in tortious
conduct that causes the injury, damage, or harm.
(3) The member, director, officer, or agent is otherwise liable
under any other statute.
(b) This section provides a nonexclusive list of existing grounds
for liability, and does not foreclose any common law grounds for
liability.

18630. Notwithstanding any other provision of this chapter, a
member or person in control of a nonprofit association may be subject
to liability for a debt, obligation, or liability of the association
under common law principles governing alter ego liability of
shareholders of a corporation, taking into account the differences
between a nonprofit association and a corporation.

18640. Nothing in this chapter limits application of the Uniform
Fraudulent Transfer Act (Chapter 1 (commencing with Section 3439) of
Title 2 of Part 2 of Division 4 of the Civil Code).