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Legel Associations

An association is a collection of people who have joined together for a certain object or goal. Unincorporated associations are generally formed by the action of a number of individuals in associating themselves together under a common name for the accomplishment of some goal (which must be lawful). Pursuant to common law, an unincorporated association is not an entity, and has no status distinct from the individuals composing it. It is a body of individuals acting together in order to carry out of a common enterprise without forming a corporation. However, associations usually conduct themselves like a corporation.

Even though unincorporated associations technically do not exist as a legal entity apart from its members, many state legislatures have recognized the separate existence of an association by statute. Therefore, in some jurisdictions, unincorporated associations, by statute, are given the status of legal entities and are empowered to acquire, hold, and transfer property, or to sue and be sued as and entity. As commonly understood, a club is merely an organization or association of persons who meet together for social purposes or some other common goal.

Statutes have been passed in some states setting forth requirements as to the form and manner of execution of articles of association and bylaws of an association or club.

Provisions of bylaws of an association or club are valid and binding on the members as long as they are not immoral, illegal, or against public policy.

Generally, the more routine matters involved in governing an incorporated association or club should be placed in the bylaws. Where there is a choice between putting provisions in the bylaws or in the articles, the bylaws will sometimes be chosen because they are not a matter of public record. It should be remembered, however, that while not all provisions may be contained in the bylaws, in most states any provision that may be contained in the bylaws may also be contained in the articles of incorporation and a provision in the articles is superior to a contrary provision in the bylaws.