Responsibilities within the Associations

Financial and personal responsibility of the president, the board of directors and the members of an association.

Taking advantage of the restructuring of the site, we take the opportunity to republish some articles that we still consider useful and of interest. Today we talk about financial and personal responsibility within associations.

According to article 38 of the Civil Code “For the obligations assumed by the people representing the association, third parties can assert their rights on the common fund. The persons who acted in the name and on behalf of the association are also personally and jointly liable for the obligations themselves."

This means that the association's creditors can assert their rights on the common fund, i.e. the association's assets, which constitutes a generic patrimonial guarantee on the obligations contracted by the association. Furthermore, for these debts the people who acted in the name and on behalf of the association are also personally liable (i.e. each with their own personal assets) and jointly (i.e. each is required to pay the entire amount of the debt).

It is necessary to immediately clarify that, usually, the people who can act in the name and on behalf of the association are the president or the board of directors. However, it is noted that the personal and joint liability borne by the administrators of the association is not directly linked to the simple ownership of the representation of the entity, but to the contractual or negotiating activity actually carried out on behalf of the association, an activity from which obligations arise paid by the same institution.

It is also necessary to specify that personal financial liability is contracted not by the people who participated in the formation of the association's will, but by those who declared this will towards third parties, because it is they who actually acted in the name and on behalf of the association. 'Association. It is of no importance that these people have been invested with certain corporate roles or are simple associates who have represented the association for the completion of a specific act.

Therefore, both the common fund of the organization and the person in question are liable for the obligations undertaken towards third parties by an associate who acts in the name and on behalf of the association, even if formally without the relevant powers of representation. In any case, the association does not bind the third party who has contracted obligations on behalf of the associative body without having any representative power or assignment, or without his behavior having been ratified by the representatives of the body, even for conclusive facts .

The liability provided for by article 38 of the Civil Code concerns exclusively the directors or subjects during whose mandate the obligations or debts were contracted on behalf of the association. However, the liability does not concern the directors who subsequently assume the representation of the association, so the simple alternation of corporate roles does not entail the transmission of the debt from one representative to another.
However, any personal liability for the association's debts must be excluded, borne by the individual members who do not hold any corporate office and who did not represent the organization in the contractual or negotiation activity from which the debt arose.