A Constitutional Framework for Private Collaboration in the United States

By Michael Ioane
Structure and Entity Consultant

When professionals, trustees, business owners, or private individuals want to collaborate, share knowledge, or coordinate strategies, an important question often arises:

How can people work together privately—without forming a corporation, triggering licensing requirements, or inviting unnecessary regulatory exposure?

The answer lies in a long-standing and constitutionally protected structure known as the Private Membership Association (PMA), also referred to as an unincorporated association.

These entities are not loopholes, workarounds, or fringe concepts. They are lawful, contract-based associations grounded in the U.S. Constitution and recognized under American common law in all 50 states.

This article explains what PMAs are, why they are lawful nationwide, how they are commonly used, and how they help professionals collaborate while maintaining clarity, privacy, and legal boundaries.

What Is a Private Membership Association?

A Private Membership Association (PMA) is a voluntary, private, contractual association formed by consenting adults for a lawful purpose.

Unlike corporations or LLCs, a PMA:
• Is not created by filing with the state
• Exists by private agreement among its members
• Operates in the private, not public, domain
• Is governed by a membership agreement

PMAs are commonly used for:
• Education and study groups
• Business and investment clubs
• Fiduciary and trustee education
• Wellness and alternative-health communities
• Professional peer collaboration

PMAs Do Not Require State Authorization

One of the most misunderstood aspects of PMAs is this:

A PMA does not need state approval to be lawful.

The authority to form a PMA comes directly from the United States Constitution, not from a state agency or regulatory body.

Constitutional Foundations

Several constitutional provisions protect private associations:

• First Amendment – Freedom of speech and peaceful assembly
• Fifth Amendment – Due process and freedom of contract
• Ninth Amendment – Rights retained by the people
• Tenth Amendment – Powers reserved to the people and the states
• Fourteenth Amendment – Extends due process protections against state interference

Together, these provisions protect the right of individuals to associate privately for lawful purposes.

Supreme Court Recognition of Private Associations

The U.S. Supreme Court has repeatedly affirmed that private associations enjoy constitutional protection.

Key cases include:
• NAACP v. Alabama (1958) – Freedom of association is a fundamental liberty
• Pierce v. Society of Sisters (1925) – The private domain is a sanctuary from unjustified state interference
• Roberts v. United States Jaycees (1984) – Private associations are a constitutional shelter
• Thomas v. Collins (1945) – Protects domains set apart for free assembly

The Court has made clear that the government cannot interfere with a private association simply because it is unconventional, unlicensed, or unregulated, absent unlawful conduct.

Common Law Recognition Nationwide

Beyond constitutional protection, unincorporated associations are recognized under common law in every U.S. jurisdiction.

Under common law:
• Associations may exist without state filing
• Members govern themselves by agreement
• Associations may hold property and enter into contracts
• Liability can be limited by contract

Many states have also enacted statutes (such as the Uniform Unincorporated Nonprofit Association Act) that explicitly recognize these entities, but statutes are not required for legality.

Member Liability: What People Get Wrong

Membership in a PMA does not automatically create personal liability.

Personal liability arises only when:
• A member personally guarantees an obligation
• A member authorizes or ratifies a specific act
• A member directly benefits from a specific liability

This is why proper drafting matters.

Why Disclaimers Are Essential

A properly drafted PMA agreement clearly states that:
• No legal, tax, medical, or financial services are provided
• All information is educational or informational
• Members are responsible for engaging licensed professionals

These disclaimers:
• Clarify capacity
• Reduce unauthorized-practice claims
• Reinforce personal responsibility
• Protect organizers and members

Are PMAs Restricted in Any States?

No state prohibits PMAs outright.

However, specific activities may be regulated:
• Food and agriculture (especially meat and poultry)
• Medical and healthcare services
• Legal and financial advisory services

Importantly, PMAs do not shield fraud or criminal conduct. Courts will disregard any structure used improperly.

Why PMAs Are Valuable for Fiduciary and Trust Work

PMAs are particularly effective for:
• Trustee education forums
• Asset-protection study groups
• Business structuring discussions
• Peer-to-peer fiduciary collaboration

They allow professionals to share knowledge without misrepresenting capacity or triggering regulatory obligations.

How Acacia Business Solutions Can Help

Acacia Business Solutions assists clients nationwide with:

• Structuring Private Membership Associations
• Drafting compliant PMA agreements
• Clarifying organizer and member roles
• Aligning PMAs with trust, entity, and fiduciary strategies

Learn more at: https://acaciamanagement.com

About the Author

Michael Ioane is a structure and entity consultant with more than 35 years of experience writing and speaking on trusts, private governance, unincorporated associations, and asset-protection concepts. His work focuses on the constitutional and common-law foundations of private structures, fiduciary principles, and lawful private collaboration.

Michael Ioane is the author of several books and educational materials addressing trusts, private associations, and alternative governance frameworks, available at https://michaelioane.com.