Gurus:

Our recently deceased member has caused us to reflect on
details and it dawned on us that we have never made any
changes to the "filing" we did with the county courthouse
when we chartered. I was not a member at that time, so i
don't know who they "filed" with. the court clerk's office
seemed mystified.

The original charter membership doesn't look at all like
the current membership. Should this be addressed? will it
stir up a hornets nest? No one can even remember who we
filed with. will there be expense involved? if so, we may
need to subtract that expense from the deceased member's
liquidation. Or should we just leave it alone until a time
comes that we decide to disband, and we will take care of it
then?

oi.

deannie

It is necessary to break down your question into several
parts to answer.

First, what is the nature of the legal entity that the
original members created to operate the club? You use the
term "chartered" to describe the creation of the legal
entity. That is not a term I would nornally associate with a
partnership.

It most likely was a partnership; but there is a silm chance
they created a limited liability partnership (LLC) or a
limited liability corporation (LLC).

Second, you must follow the law of the particular state
where the entity was created. While many states do not
require the "filing" of a partnership documents at any state
or county agency, there may be some states where such
requirement exists. Therefore, you need to determine whether
such a requirement exists in your state if you have a
partnership.

If you have a partnership and are located in a state without
any requirements to "file" the agreement with a government
agency, then the only formality necessary when a new member
joins is for the new member to sign a document agreeing to
be bound by the terms of the partnership agreement.

The letter of resignation and minutes of the meeting where
the membership acknowledges receipt of the resignation are
the only documents you need to document the withdrawal of a
member from the partnership.

If your club is some type of legal entity other than a
partnership, you need to determine the requirements in your
state for the type of legal entity that is being used by the
club.

If you need further clarification, please provide more
details about the nature of legal structure of the club and
the state where it is located.

I hope this helps.

Jack Ranby



Deannie Rule wrote:
> Gurus:
>
> Our recently deceased member has caused us to reflect on
> details and it dawned on us that we have never made any
> changes to the "filing" we did with the county courthouse
> when we chartered. I was not a member at that time, so i
> don't know who they "filed" with. the court clerk's office
> seemed mystified.
>
> The original charter membership doesn't look at all like
> the current membership. Should this be addressed? will it
> stir up a hornets nest? No one can even remember who we
> filed with. will there be expense involved? if so, we may
> need to subtract that expense from the deceased member's
> liquidation. Or should we just leave it alone until a time
> comes that we decide to disband, and we will take care of it
> then?
>
> oi.
>
> deannie

John,

thanks for pointing out my lack of grasp of legal
terminology! You are right. I have found that we filed for
a TAX ID # as a new business and a limited partnership.

In our by-laws we refer to ourselves as a general
partnership. Armed with those terms, I will call the
(Beckham County, Oklahoma ) county courthouse and see if
someone can give me advice about when, where , if , and why
anything needs to be amended.

Deannie


John W Ranby wrote:
> It is necessary to break down your question into several
> parts to answer.
>
> First, what is the nature of the legal entity that the
> original members created to operate the club? You use the
> term "chartered" to describe the creation of the legal
> entity. That is not a term I would nornally associate with a
> partnership.
>
> It most likely was a partnership; but there is a silm chance
> they created a limited liability partnership (LLC) or a
> limited liability corporation (LLC).
>
> Second, you must follow the law of the particular state
> where the entity was created. While many states do not
> require the "filing" of a partnership documents at any state
> or county agency, there may be some states where such
> requirement exists. Therefore, you need to determine whether
> such a requirement exists in your state if you have a
> partnership.
>
> If you have a partnership and are located in a state without
> any requirements to "file" the agreement with a government
> agency, then the only formality necessary when a new member
> joins is for the new member to sign a document agreeing to
> be bound by the terms of the partnership agreement.
>
> The letter of resignation and minutes of the meeting where
> the membership acknowledges receipt of the resignation are
> the only documents you need to document the withdrawal of a
> member from the partnership.
>
> If your club is some type of legal entity other than a
> partnership, you need to determine the requirements in your
> state for the type of legal entity that is being used by the
> club.
>
> If you need further clarification, please provide more
> details about the nature of legal structure of the club and
> the state where it is located.
>
> I hope this helps.
>
> Jack Ranby
>
>
>
> Deannie Rule wrote:
> > Gurus:
> >
> > Our recently deceased member has caused us to reflect on
> > details and it dawned on us that we have never made any
> > changes to the "filing" we did with the county courthouse
> > when we chartered. I was not a member at that time, so i
> > don't know who they "filed" with. the court clerk's office
> > seemed mystified.
> >
> > The original charter membership doesn't look at all like
> > the current membership. Should this be addressed? will it
> > stir up a hornets nest? No one can even remember who we
> > filed with. will there be expense involved? if so, we may
> > need to subtract that expense from the deceased member's
> > liquidation. Or should we just leave it alone until a time
> > comes that we decide to disband, and we will take care of it
> > then?
> >
> > oi.
> >
> > deannie