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HomeCorporations CodeGENERAL PROVISIONSCh. 1§ 18610 Nonprofit Member Liability

§ 18610 Nonprofit Member Liability

Corporations Code·California
AI Summary·Official Text·Key Terms·Related Statutes·References
AI SummaryVerified

§ 18610 Nonprofit Member Liability

This law says a person who belongs to a nonprofit group isn’t personally responsible for the group’s contracts unless certain things happen.

Key Takeaways

  • •A member isn’t personally liable unless they sign a paper saying they’ll pay.
  • •If the member writes a note saying they approve the contract (and it’s not just because they’re a director or officer), they can be liable.
  • •If the member gets a benefit from the contract, they’re only liable up to the value of that benefit.
  • •If the member signs the contract without saying they’re doing it for the nonprofit, they can be liable.
  • •If the member signs the contract without having the power to sign it, they can be liable.

Example

Alex, a member of a nonprofit, signs a lease for the group’s office and gets a lower rent because the landlord offers a discount.

Because Alex got a benefit (the lower rent) from the lease, Alex could be on the hook only for the amount of that benefit, not for the whole lease, unless one of the other listed situations applies.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source
View on CA.gov

§ 18610 Nonprofit Member Liability

A member of a nonprofit association is not liable for a contractual obligation of the association unless one of the following conditions is satisfied: (a) The member expressly assumes personal responsibility for the obligation in a signed writing that specifically identifies the obligation assumed. (b) The member expressly authorizes or ratifies the specific contract, as evidenced by a writing. This subdivision does not apply if the member authorizes or ratifies a contract solely in the member’s capacity as a director, officer, or agent of the association. (c) With notice of the contract, the member receives a benefit under the contract. Liability under this subdivision is limited to the value of the benefit received. (d) The member executes the contract without disclosing that the member is acting on behalf of the association. (e) The member executes the contract without authority to execute the contract. (Added by Stats. 2004, Ch. 178, Sec. 11. Effective January 1, 2005.)

Last verified: January 10, 2026

Key Terms

nonprofit associationcontractual obligationsigned writingbenefit under the

Related Statutes

  • § 18615 Nonprofit Officer Contract Liability
  • § 18605 Nonprofit Association Liability Limitation
  • § 18620 Nonprofit Association Liability Rules
  • § 18630 Nonprofit Alter Ego Liability
  • § 101 Statutory Construction Rules

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 18610.
View Official Source