(Folks, please change the subject line when we're talking about Debian legal structure instead of the original topic.)
tytso <ty...@mit.edu> writes: > Until 1970, the New York Stock Exchange was the oldest unincorporated > association, so there have been some very old, well understood > organizations that have operated without being a corporation. Some more > not-legal-advice can be found here[1]. > [1] > https://charitylawyerblog.com/2021/11/22/unincorporated-nonprofit-association/ Some interesting excerpts from that page, which seem to support some of the worries that several of us have about this structure in the United States: The primary disadvantage of operating as an unincorporated nonprofit association is that, in most states, it has no separate legal existence. Therefore, members are personally liable for the unincorporated association’s debts and liabilities. Further, unless there is some state law that recognizes it, an unincorporated nonprofit association cannot purchase or hold property or sign legally binding contracts in its own name. Some states have adopted the Uniform Unincorporated Nonprofit Association Act (2008) (Last Amended 2011) which recognizes unincorporated nonprofit associations as separate legal entities and provides some protection from liability for their members. Each state is different, however, and those considering operating as an unincorporated association should research the laws in their state before beginning operations. It looks like California has indeed adopted the Uniform Unincorporated Nonprofit Association Act, but other US states may not have. Some more information on California here: https://communitycooplaw.wordpress.com/2016/11/01/setting-up-an-unincorporated-association-in-california-risks-and-practices/ And of course this is only US law. I have no idea what complications there are in various relevant European jurisdictions. Obviously in the US we *do* have SPI, which avoids many of the problems of operating as a purely unincorporated nonprofit association (such as being subject to taxes and being unable to sign contracts, since the money is handled by SPI as a registered nonprofit corporation). But because we maintain a separate governance existence from SPI, I'm dubious that SPI's liability sheild extends to Debian activities apart from the things that SPI explicitly handles. -- Russ Allbery (r...@debian.org) <https://www.eyrie.org/~eagle/>