Unincorporated Non-profit Associations Act 2008

CLAIMS AND LIABILITIES

No effect on earlier claims

11 Nothing in this Act affects an action or proceeding that was commenced, or a right or liability that accrued, before this Act came into force.

Comment: This section contains a transitional rule. This transitional rule is consistent with a basic rule of statutory interpretation, which is that a statute presumptively should not be interpreted to interfere with vested rights. Vested rights include both rights that have vested at common law and acquired, accrued, or accruing statutory rights.

Derivation: Principle (15).

Liability of association

12 A nonprofit association is liable for its own acts and omissions and for the acts and omissions of its managers, employees and agents to the same extent that a nonprofit corporation is liable for the acts and omissions of its directors, officers, employees and agents.

Comment: The purpose of this section is to clarify two issues. First, a UNA is liable for its own acts and omissions. Under existing common law rules, a UNA cannot be liable for its acts and omissions because the UNA is not a separate entity. Second, a UNA is vicariously liable for the acts and omissions of its managers, employees, and agents to the same extent as a corporation is vicariously liable for the acts and omissions of its directors, employees, and agents. The principles of vicarious liability in common law Canada are primarily judge-made law. They are currently in a phase of transition and development. A number of the leading cases involved nonprofit corporations. By virtue of this section, this developing jurisprudence will be applicable to UNAs.

Derivation: Principle (18).

Limited liability of member or manager

13(1)Except as otherwise provided in this section, a member or manager of a nonprofit association is not liable for any of the following merely by reason of being a member or manager:

(a) a debt or other obligation of the association;

(b) an act or omission for which the association is liable.

Member or manager liable for own conduct

13(2)Subject to any other applicable law, a member or manager of a nonprofit association is liable for his or her own tortious acts and omissions.

Member or manager liable under contract

13(3) A member or manager of a nonprofit association is liable for an obligation under a contract entered into by or on behalf of the association if the member or manager

(a) assumed personal liability for the obligation; or

(b)executed the contract on behalf of the association without the authority to do so or without disclosing that he or she was acting on behalf of the association.

Comment: The main liability rules applicable to UNAs under the Uniform Act are set out in this section. The Uniform Act represents a significant departure from the common law liability rules for UNAs. These common law rules are somewhat obscure and not always well understood, even by lawyers.

The effect of subsection (1) is to provide the members and managers of a UNA with the same protection against personal liability that is afforded to the directors, officers, and members of a nonprofit corporation. This protection applies both to contractual liability and tortious liability. Subsection (2) makes it clear that nothing in the Uniform Act relieves a member or a manager from liability for a tort committed by that member or manager. The purpose of subsection (3) is to confirm that a member or a manager of a UNA continues to be liable under a contract if that member or manager has (a) agreed to assume liability under the contract, either as a party to it or as a guarantor or (b) has signed the contract as an agent with an undisclosed principal.

Derivation: Principles (16), (19)–(24)

Next Annual Meeting

2018 Conference (Centennial)

Delta Hotel

Québec City, QC

August 12 - 16, 2018