This article documents the steps taken to setup an unincorporated nonprofit club under the North Carolina Uniform Act. The document images presented are the actual documents filed with the state and were prepared by a lawyer. The document filed with the county has been registered as shown. The document filed with the Secretary of State has not been returned as approved so there may be some changes necessary before approval is granted. Most of the statements made are interpretations made by the author and have not been reviewed by a lawyer for legal accuracy. If you use this information in setting up a club or association, we would appreciate feedback, particularly if you or your lawyer interpret the requirements differently or recommend a different process.

UUNAA

INTRODUCTION

This article documents the steps to start a club under the Uniform Unincorporated Nonprofit Association Act in North Carolina. Although the Brunswick Shores Amateur Radio Club made a transition from operating as a club under an Incorporated Society to operating as a separate unincorporated nonprofit association, the steps would be the same if you were starting a new club.

To form a club or association you need two people who mutually agree to pursue some common goals. Although the UUNAA may not mandate that a group register with the state, it is highly recommended that you do so. Our group was one of the first (and maybe the first) to register under this new act in North Carolina. The documents were filed with the county and Secretary of State. The county documents have been registered, however at this time, the documents have not been returned as approved by the Secretary of State so there is still some question as to whether they are complete and acceptable by North Carolina. In addition to the two documents filed with North Carolina, additional steps are outlined which may or may not be useful. None are necessarily required, however none require any expense so your judgment is required. Our club tried to cover all bases without becoming overly bureaucratic. We wished to have a simple, fun club with as little structure as possible.

You might be able to copy our documents and bypass the lawyer expense, but as mentioned, this is a first-time through the process so advice of a lawyer is highly recommended. Some optional steps are included for Amateur Radio clubs to consider which of course can be ignored by other clubs.

HISTORY of Brunswick Shores Amateur Radio Club - Why we formed

The club was formed from the membership and officers of the Brunswick County Amateur Radio Society, Inc. Club after it was disbanded in February 2007 by the Brunswick County Amateur Radio Society, Inc. board of directors. Unannounced, and without the legal backing of the BCARS, Inc. members as required by the corporation bylaws and policies, the board of directors unilaterally rescinded their support for a club and released the club officers and all members.

To fight this illegal action would have prolonged the animosity and "hard feelings" that had been generated, and only delayed getting the club back to what amateur radio should be about; association with others interested in amateur radio, for enjoyment and pleasure. A copy of the documents (BCARS, Inc. bylaws; Club Policy; Articles of Incorporation; February 27, 2007 actions), a discussion of the illegal actions by the board of directors, KI4KK's view of the events leading up the the actions and the reason given by the BCARS, Inc. board of directors for taking the action is presented on KI4KK's BLOG

On February 28, the club officers and some members met and voted to continue the club, taking whatever actions were necessary to continue. The officers were to continue in their respective positions until the club could be reformed. The club President, KI4KK, accepted the responsibility to look into what was required, and if it was necessary, to incorporate. Shortly thereafter, he found information on the Uniform Unincorporated Nonprofit Association Act that had just gone into effect in North Carolina in January. The course for the club had been set.

OVERVIEW: Uniform Unincorporated Nonprofit Association

So what is this new law all about: the National Conference of Commissioners on Uniform State Laws (NCCUSL) and a few special-interest groups have drafted and recommended for enactment by the states a set of uniform laws and model acts. One of the uniform acts of particular interest to those persons thinking of organizing an amateur radio club, is the Uniform Unincorporated Nonprofit Association Act. This act provides the same protection for association members with easier and less expensive costs than full incorporation.

As of the spring of 2007, 11 states (AL, AR, CO, DE, HI, ID, TX, WV, WI, WY, NC) and the District of Columbia have enacted the Uniform Unincorporated Nonprofit Association Act. The act has been introduced in Pennsylvania in 2007. California reviewed the Uniform Act but decided to rewrite existing laws and has enacted a similar statute. Bills to adopt the Uniform Act have been introduced in CT and OK but have not yet been passed. Although the intent of the act was to make it uniform across all states, some states have made changes, for example Colorado added that property may be encumbered in addition to being transferred, whereas the uniform act refers only to transferring.

An extensive analysis of the uniform unincorporated nonprofit association act is presented by LexisNexis and persons seriously considering this option should review that article (ref. 1) and also the specific requirements for your State as to filing and registering requirements. The assistance of a lawyer is most valuable. Here are some of the key points of the uniform act as adopted in the state of North Carolina.