Sue Olafsen wrote:
Correct, a statutory road association can't be an incorporator of a nonprofit corporation according to Title 13B. Individual members of a statutory road association can be incorporators, but what they are incorporating is a separate entity from the statutory road association, leaving them with two entities requiring two boards, two annual meetings, two bank accounts, etc. I can find no statutory authority that allows a statutory road association to have the benefits of nonprofit status without forming a separate nonprofit corporation.
Yes, the two entities are technically distinct. That really shouldn't be much of a problem, though.
In any statutory road association, the membership really only serves two purposes: To elect a commissioner, and to set and pay assessments to fund the association. It's the commissioner that does all the real work. And nothing says the commissioner needs to be a human being.
The statutory association would be established first, with the membership voting to adopt bylaws authorizing the formation of a nonprofit corporation to conduct the business of the association. The nonprofit would be incorporated with bylaws defining its members as the members of the road association, and granting voting rights to each. Once the nonprofit is established, the membership of the road association can elect the corporation as its road commissioner.
Since the membership of the association and the corporation are identical, any meeting of one is also a meeting of the other, so there is no need for multiple meetings. There's no need whatsoever for the association to maintain bank accounts; only the commissioner needs a bank account, and the commissioner would be the corporation.
Going forward, about the only action the association would normally need to take is setting the annual assessment. The corporation, as commissioner, would do all actual collections, contracting, payments and so on.