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Debian legal structure (was: Re: General resolution: Condemn Russian invasion of the Ukraine)

(Folks, please change the subject line when we're talking about Debian
legal structure instead of the original topic.)

tytso <tytso@mit.edu> writes:

> Until 1970, the New York Stock Exchange was the oldest unincorporated
> association, so there have been some very old, well understood
> organizations that have operated without being a corporation.  Some more
> not-legal-advice can be found here[1].

> [1] https://charitylawyerblog.com/2021/11/22/unincorporated-nonprofit-association/

Some interesting excerpts from that page, which seem to support some of
the worries that several of us have about this structure in the United

    The primary disadvantage of operating as an unincorporated nonprofit
    association is that, in most states, it has no separate legal
    existence. Therefore, members are personally liable for the
    unincorporated association’s debts and liabilities.

    Further, unless there is some state law that recognizes it, an
    unincorporated nonprofit association cannot purchase or hold property
    or sign legally binding contracts in its own name.

    Some states have adopted the Uniform Unincorporated Nonprofit
    Association Act (2008) (Last Amended 2011) which recognizes
    unincorporated nonprofit associations as separate legal entities and
    provides some protection from liability for their members. Each state
    is different, however, and those considering operating as an
    unincorporated association should research the laws in their state
    before beginning operations.

It looks like California has indeed adopted the Uniform Unincorporated
Nonprofit Association Act, but other US states may not have.  Some more
information on California here:


And of course this is only US law.  I have no idea what complications
there are in various relevant European jurisdictions.

Obviously in the US we *do* have SPI, which avoids many of the problems of
operating as a purely unincorporated nonprofit association (such as being
subject to taxes and being unable to sign contracts, since the money is
handled by SPI as a registered nonprofit corporation).  But because we
maintain a separate governance existence from SPI, I'm dubious that SPI's
liability sheild extends to Debian activities apart from the things that
SPI explicitly handles.

Russ Allbery (rra@debian.org)              <https://www.eyrie.org/~eagle/>

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