Associations

Question 1

Definition

Answer 1

Group of people
Common purpose
Formal structure

Doesn’t have to be a professional association
Formed by a group of people
2186 para 2: admission of members

Question 2

How do you form an association

Answer 2


-Need a contract of association

• Not a partnership, as partnerships make profits and associations don’t
• Not a non-profit organization
• Have members save money
• Help members in association, purpose
• Created for members, not to make money
• Can still raise money, but through membership fees, to generally help members, not for a specific goal.

Ex: charities, barreau, CPA

Relevant articles: 2267-2279: intention of forming an association

Question 3

Differences of non-profit

Answer 3

• mission oriented (for one specific cause)
• raises money
• sort of charities

Question 4

Termination of association

Answer 4

2277: Terminated by expiry, fulfilment, achievement or impossibility
Para 2: made with decision of members

2278: Association is liquidated by the person appointed by the directors or by the court.

2279:
When you make the decision to terminate, you have to liquidate. You pay the debts, anything that is remained stays within the members. 
Para 2:
If property can contributed to the association, that contribution should be given to another company, association or trust of similar goals or objectives. (given by donation…)

Question 5

Member’s Rights

Answer 5

2270: 
Directors act as mandatary (representatives) of the members of the association, not the association themselves.
Have to act in the best interest of the members

2271: 
Can sue and be sued for the association, on behalf of the members
2273: 
Member has the right to inform himself of the association’s affairs, even if they aren’t a director. Can look at books and records (financial, anything of the association)

2272:
Founding members are the directors and may be eventually replaced.
- Can sue or be sued on behalf of the association.
- Can enter into contracts for the association.
Members get a membership fee, and receive services from the association.

Para 2: All decisions are made with all members, as a majority vote.

2274:
Any members who has management powers, a director or a person who was given managerial powers, is liable for the association, resulting from decisions that he made as a director. Can sue directly
Para 2: They are personally responsible if the association has debts that they cannot pay through the association’s funds. If they caused debt that cannot be paid through funds (as the association doesn’t make profits), the director that caused the debt must pay through their own personally funds.

2275:
A member who has not administered the association=regular members who pay the membership fee, are not personally liable.
A members who is not a director, doesn’t have management powers, is liable for the debts of the association (if the association has any debts)
-Only for his contribution
-Members fees that are due

2276: 
Member can withdraw from association 
-even if there is a fixed term
-pay all fees promised before leaving
Para 2: 
Can exclude members w/ decision of members