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Discussion: Registered agent for non-profit status

in: Orienteering; General

Jul 5, 2021 4:59 AM # 
OQuestion:
This is somewhat related to orienteering - I'm a member of an o-club in Texas. We would like to register our club as a non-profit, 501(c)(3), and see that there is a need to have a "Registered Agent", which is a an individual that agrees to accept legal papers on the organization's behalf if it is sued. We don't really have any volunteers that would like to serve in such a role, especially since no one wants to be exposed to legal actions in case that anything happens during an event. Any thoughts on how to resolve this? can this role be delegated to an attorney or even OUSA? What is the actual extent and responsibility of a person that will serve in such a role?
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Jul 5, 2021 5:24 AM # 
origamiguy:
This is normally the secretary of an organization. They are simply the person who will accept any documents of service. They aren't personally liable. Your OUSA insurance should cover any actual legal expenses, in the unlikely case that someone sues you. Yes, I think you can have an attorney as your delgate. I am not a lawyer, so I don't know if anyone in OUSA could serve as your registered agent.
Jul 5, 2021 6:40 AM # 
jjcote:
Right, the agent isn't getting sued in that case, the club is. The agent is just the mailing address. This recently happened in the case of a (non-orienteering) club that I'm associated with. Barry is the one who found the summons on his doorstep, but he's not even the one who went to court on behalf of the club. He received the mail, notified the officers, and they found an appropriate knowledgeable club member to show up and answer the frivolous claims for the judge. a 501(c)(3) is a type of corporation, meaning that the corporation is the entity that gets sued, and the members of the organization are not liable, so their assets are insulated from any legal action. The agent is there so that the papers don't go to a PO Box that nobody ever checks.

(That said, there's nothing to stop someone from trying to sue a member, whether there's a corporation in place or not, but that doesn't mean it will have any hope of success. I once had someone threaten to sue me personally for something I did in an official capacity representing USOF. I laughed it off.)

(I am also not a lawyer.)
Jul 5, 2021 2:52 PM # 
rlindzon:
The purpose of requiring the registered agent is just to ensure that if anyone, including the Texas government, decides to bring an action against the club, the club cannot claim in court that it wasn't properly served so long as service is addressed to the registered agent. It also provides the Texas government with an address to ensure that any mail sent to the club is received by someone. There are companies (e.g., CT Corporation) that will act as the registered agent in all 50 states for an annual fee. They will provide that service, for example, for a company that may want to be able to do business in all 50 states, but has business locations in, say, 10 states so that the company will need to find someone else to act as its registered agent in the remaining 40 states. For a club with a presence in Texas to retain a firm like that in Texas would seem to be a waste of money.

Whoever acts as the registered agent just has to ensure the club receives any communication addressed to it. So if the agent moves to a different address in Texas the club would have to ensure that change in the registered agent's address is provided to the government. When a registered agent is an individual, at some point it will have to be changed to someone else so long as the club continues its existence as a non-profit.

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