Sunday, March 18, 2007

Association Law Handbook by Jerald A. Jacobs

With the new job I decided it was time to buy this for my personal collection and read it again. I’m glad I did, but it sure does get tedious after a while. Oh well, it’s really more of a reference book than anything else. Here’s all the stuff I flagged:

Chapter 12
Personal use of the company car, including commuting, is considered income to the employee.

Chapter 15
Do we have a record retention policy and is it being followed?

Chapter 23
If we plan to merge with another association, the merger must be approved by a vote of both memberships. Before this happens, due diligence reviews must take place to make sure the merger is warranted. See Summary for a list of due diligence questions and areas of exploration.

Chapter 26
Do we destroy our notes once minutes have been written?

Chapter 29
Do we allow non-members to exhibit at our trade show?

Chapter 31
What rights do authors transfer to us when they write something for our newsletter?

Chapter 48
We should be careful about limiting membership to those companies that are of a certain minimum size, that do a certain minimum amount of their business in our industry, that have been in our industry for a minimum number of years, or that only manufacture goods in the United States.

Chapter 49
If suppliers are permitted to join only to engage in promotion and selling, their dues are likely to be considered by the IRS to be taxable income to the association.

Chapter 53
Starting on page 269, there is a list of guidelines that statistics programs should follow to avoid anti-trust accusations. They include:
1. Participation in the statistical program must be voluntary. No direct or indirect coercion should be applied to force, require, or intimidate association members or nonmembers to participate. By the same token, there should be no enforcement of the accuracy of responses to the program, such as by required audits.
2. The purpose of the program should be promulgated and understood by all as the collection and furnishing of specific useful business or professional information rather than the effecting of any agreement or understanding with respect to business or professional activities. Only information directly pertinent to participants’ legitimate business or professional interests should be involved.
3. Information received and published should be historical rather than projected. Only past data or completed transactions should be used. The less current the information, the less likely it can be used as the basis for an illegal agreement or understanding.
4. The confidentiality of information supplied by each participant must be maintained. Only composite or average figures should be used in statistical reports. No average or composite should be used where less than three or four individual component figures are available lest one participant be able to extrapolate information on the other or others.
5. Data supplied by individual participants should not be shown to any other participants for any reason. To maintain confidentiality, it may be necessary to use a third party, such as an accounting of research organization, to receive and collate the data. It also may be desirable to remove information identifying participants on receipt of data and to encode it before it is used.

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Okay. So you’re not going to believe this. I stopped typing the bullet pointed list of guidelines for statistical programs because it was getting late and I figured I would finish up another time. And the very next day at work our attorney sent me guidelines for our statistical programs that are eerily similar to the ones I found in my very own copy of the Association Law Handbook. So, screw it. I’m not typing out the rest of the list. But there are other things I wanted to note:

Chapter 59
Cross-licensing and patent-pooling elements of joint research projects sometimes have rendered projects subject to antitrust challenge in cases where manufacturers agreed that (1) discoveries made in the research projects would be cross-licensed among all firms participating and (2) any new technology obtained outside of the projects by participating firms would be cross-licensed as well. Isn’t this what we are doing?

Chapter 70
Receipt of dues from associate/supplier members where the primary purpose of their memberships was to promote the sale of products or services to regular members was determined to be taxable advertising income. Do our supplier members fall into this category?

Chapter 71
To avoid having associate-supplier dues declared taxable, associations should be careful to ensure that such members (1) participate fully in the range of activities of the associations, such as education, communications, etc.; (2) have important roles in governance of the association; and (3) are solicited for membership with the expectation of, and using printed materials that emphasize, broad roles as members. Okay, thanks for answering that question.

Chapter 74
Income from trade shows are not subject to UBIT if they are held in connection with an international, national, state, regional or local convention. Does our trade show qualify?

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