An action brought by or against the members of an unincorporated association as a class by naming certain members as representative parties may be maintained only if it appears that the representative parties will fairly and adequately protect the interests of the association and its members. In the conduct of the action the court may make appropriate orders corresponding with those described in Rule 23(d), and the procedure for dismissal or compromise of the action shall correspond with that provided in Rule 23(e).
Rule 23.2.Actions relating to unincorporated associations
Group IV: Parties · Not amended since adoption on record · Last verified July 14, 2026
In one sentenceRule 23.2 lets a lawsuit be brought by or against the members of an unincorporated association through representative parties, using the same procedures that govern class actions.
Full Text of Rule 23.2
Notes
Reporter’s Notes: This rule is identical to Federal Rule 23.2, which was added by amendment in 1966 to clear up doubts as to the propriety of a class action by or against members of an unincorporated association. See federal Advisory Committee’s Note, 3A Barron & Holtzoff, Federal Practice and Procedure 260 (Supp. 1969). The rule reflects what would probably have been Vermont practice in any event, but is adopted to avoid any negative implication as to the availability of such actions that might arise from its omission. See Stimson v. Lewis, 36 Vt. 91 (1863).
Plain-English Summary
An unincorporated association - a club, union, or similar group without corporate status - is not a legal entity that can sue or be sued in its own name the way a corporation can. Rule 23.2 fills that gap by letting representative members stand in for the whole association's membership, as long as the court is satisfied those representatives will protect the interests of the association and its members.
Once such a case is underway, it borrows the tools already built for class actions: the court can enter the same kind of managing orders authorized by Rule 23(d), and any dismissal or settlement must follow the same approval-and-notice procedure set out in Rule 23(e). The Reporter's Notes describe the rule as confirming, rather than changing, what Vermont practice would likely have allowed anyway.
Frequently Asked Questions
What kind of association does Rule 23.2 cover?
It covers unincorporated associations - groups that have not been incorporated - where an action is brought by or against the association's members as a class through representative parties.
What must the court find before allowing the action to proceed?
The court must find that the representative parties will adequately protect the interests of the association and its members before the action can be maintained.
What orders can the court enter while the case is pending?
The court may make the same kind of orders described in Rule 23(d), which cover matters like managing the proceedings and giving notice to members of the association.
How is a Rule 23.2 action dismissed or settled?
Dismissal or compromise must follow the procedure in Rule 23(e), meaning the court must approve it and notice must go to the association's members.
Does Rule 23.2 create a new kind of lawsuit?
No. According to the Reporter's Notes, the rule confirms what Vermont practice would probably have permitted regardless, and was adopted mainly to remove any doubt that such actions are available.
Source & verification. Rule text, official Reporter's Notes, and
amendment history are reproduced verbatim from the Vermont Rules of Civil Procedure,
adopted by the Vermont Supreme Court. Last verified July 14, 2026.
· Official source
Also known as: unincorporated association lawsuitVRCP 23.2association as classrepresentative member suit