Unincorporated Associations

The unincorporated association is the most common form of organisation within the voluntary sector. An unincorporated association is a contractual relationship between the individual members of the organisation, all of whom have agreed or "contracted" to come together for a particular purpose.

Unlike an incorporated body (eg Limited Company) the Unincorporated association has no existence or personality separate from its individual members.

Normally the constitution will deal with the appointment of office-bearers such as a chairperson, secretary and treasurer and the election of members of the voluntary management committee. The duties, powers and responsibilities of those appointed and elected will normally be set out in the constitution, as will rules governing membership.

The authority of the office-bearers and the voluntary management committee derives from the contractual agreement between the members of the association. The office-bearers and the committee simply act as "agents" of the members, exercising the powers and duties delegated to them.

Over time the members of an association may wish to alter its purposes or the arrangements for the conducting its affairs. Unless there are any express rules governing the changing of purposes or rules it is presumed that changes can only be made with the consent of all the members of the association. Any such changes will normally be made at an Annual General Meeting (AGM) or an Extraordinary General Meeting (EGM) of the members of the association.

Because it has no legal identity of its own and in legal terms is only a collection of individuals, an unincorporated association:

• cannot start legal action,

• borrow money

• enter into contracts in its own name

• cannot hold property - any property and assets of the association cannot 'belong' to the association. If the association exists to benefit others, the property will normally be deemed to be held in trust.

Officers of unincorporated associations can be personally liable for the debts of the group, as can individual members if they have signed a contract in their own name. "Members of the voluntary management committee and the wider membership of an unincorporated association may be personally liable for any legal actions, loans or tax debts facing the organisation."