FINANCIAL MANAGEMENT AND LEGAL ISSUES FOR CHAPTERS By Henry A. Hart General Counsel Society For Human Resource Management July 19, 2012 Webcast.

FINANCIAL MANAGEMENT AND LEGAL ISSUES FOR

CHAPTERS

By Henry A. Hart General Counsel

Society For Human Resource Management

July 19, 2012 Webcast

2

This webcast is provided as general information for SHRM chapters, and does not constitute legal advice. Many of the issues covered in this outline are governed by specific state law; and the chapter should consult their legal counsel in their state on such matters.

3

TABLE OF CONTENTS

Potential Liabilities of Chapter Directors and Officers

Protections against Liabilities of Chapter Directors and Officers

Requirements For Sound Operation of Tax-Exempt Entities

Important Tax-Exempt Entity Governance Policies

4

Potential Liabilities of Chapter Directors and OfficersBREACH OF FIDUCIARY DUTY AS A DIRECTOR OR OFFICER

Identifying Applicable State Law Non-stock (or Non-profit) Corporation

Act Prudent Man Standard – good faith;– with the care an ordinarily prudent person in

a like position would exercise under similar circumstances; and

– in a manner the director reasonably believes to be in the best interests of the corporation.

5

Potential Liabilities of Chapter Directors and OfficersBREACH OF FIDUCIARY DUTY AS A DIRECTOR OR OFFICER (Cont.)

Reliance on Others

No Loans to Directors

6

Potential Liabilities of Chapter Directors and OfficersBREACH OF FIDUCIARY DUTY AS A DIRECTOR OR OFFICER (Cont.)

Sarbanes Oxley Act (“Sox”) Considerations SOX does not apply to tax exempt

organizations (except for one whistle-blower section of the Act)

But tax exempt organizations are increasingly choosing to voluntarily comply with many of the SOX corporate governance provisions– Independent and competent audit committee– Demonstrate that at least one member has financial

expertise– Certified Financial Statements – Conflict of Interest Policy/Code of Ethics (see pp. 25 and 26 of

IRS Form 1023 Instructions for model policy at http://www.irs.gov/pub/irs-pdf/i1023.pdf)

7

Potential Liabilities of Chapter Directors and OfficersBREACH OF FIDUCIARY DUTY AS A DIRECTOR OR OFFICER (Cont.)

Tip for the Chapter Leader Exercise due care PREPARE for Board meetings Document in minutes that Board has closely

reviewed financials and other matters approved by the Board

Make sure that when you rely on reports of officers, committees, CPAs, or consultants, you have a reasonable basis to conclude that they are qualified to provide such reports.

Don’t allow a person who has authority to write checks on a chapter account be the only person who reviews chapter bank statements

8

Potential Liabilities of Chapter Directors and OfficersDEFAMATION

Defined – Written (libel) or verbal (slander) statement– Which is published to a third party– Which injures another’s reputation, and– Which is untrue

Defenses– Statement is in fact TRUE, or– Qualified Privilege – If it applies defendant

prevails if no malice

9

Potential Liabilities of Chapter Directors and OfficersDEFAMATION (Cont.)

Tip for the Chapter Leader Be careful and fair. Put yourself in the qualified privilege - make

sure there is a chapter business need for any potentially defamatory statement; and only make the statement to those who have a chapter business need to hear it.

Particular areas to be careful:– Allegation of ethical violations.– Membership discipline or expulsion– Discussion at chapter meetings or on bulletin

boards about vendors to the HR profession

10

Potential Liabilities of Chapter Directors and OfficersANTITRUST

Relevant Antitrust Statutes – Section 1 of Federal Sherman Act prohibits any contract,

combination, or conspiracy in restraint of trade– Section 5 of FTC Act prohibits unfair and deceptive practices

General Antitrust Principles– Rule of Reason v. Per Se Rule– Lobbying Exemption – Application of General Antitrust Principles to Activities of SHRM

Chapters– Consultants– Prices– Forms– Membership Discipline– Services to Non-Members– Surveys of prices, wages, or significant costs

11

Potential Liabilities of Chapter Directors and OfficersANTITRUST (Cont.)

If conduct survey of price, wages, or other significant costs of company, place in FTC/DOJ safe harbor

Survey gathered and compiled by third party such as chapter.

Report only aggregate statistics with each reported statistic based on at least 5 responses with no response representing more than 25% on a weighted basis.

Information provided is at least 3 months old.

12

Potential Liabilities of Chapter Directors and OfficersANTITRUST (Cont.)

Tip for the Chapter Leader - be careful to recognize potential antitrust issues

When consultants are discussing their business – no fee discussions

When expelling or denying membership to a competitor of members of the chapter –be fair and consistent; do not play favorites

Wage surveys – put them in the FTC/DOJ safe harbor described above.

13

Potential Liabilities of Chapter Directors and OfficersSERVING OF ALCOHOL AT ASSOCIATION FUNCTIONS

Use a trained serverArrange for available alternate transportation

Check chapter insurance policies

14

Potential Liabilities of Chapter Directors and OfficersFAILURE TO PAY EMPLOYMENT TAXES

Sections 6671 and 6672 of the Internal Revenue Code

those officers or employees of a corporation, who are under a duty to collect and turn over taxes such as employee income/Social Security/Medicare taxes

personally liable for any amount of such tax which is not paid, if they willfully cause the corporation to fail to pay such taxes

15

Potential Liabilities of Chapter Directors and OfficersIRS EXCESS BENEFIT TRANSACTION (“EBT”) RULES - IRC 4958

Covered Organizations - 501(c)(3) organizations (other than private foundations) and 501(c)(4) organizations (NOT 501(c)(6) organizations)

Tax imposed – on “Disqualified Persons” (25% of EBT) and on those “Organizational Managers” (10% of EBT) who vote for an EBT knowing that it is such a transaction, unless such participation was not willful and is due to reasonable cause.

Excess Benefit Transaction – a transaction in which an economic benefit is provided by a Covered Organization directly or indirectly for the benefit of a Disqualified Person, and the value of the economic benefit provided exceeds the value of the consideration (including performance of services) received for providing the benefit.

16

Potential Liabilities of Chapter Directors and OfficersIRS EXCESS BENEFIT TRANSACTION (Cont.)

“Disqualified Persons” - at the time of the transaction (or within 5 years before ) in a position to exercise substantial influence over the organization. Voting directors, trustees, Presidents, CEOs and COOs, and any other person who has ultimate responsibility for managing the finances of a covered organization are automatically “Disqualified Persons;” other persons and entities are subject to a facts and circumstances test.

Safe Harbor – The transaction is approved in advance by disinterested body– relied upon appropriate data as to comparability prior to

making determination – adequately documents before the later of its next meeting or

60 days after the vote

17

Protections Against Liability of Chapter Directors and OfficersINCORPORATE THE CHAPTER

The corporate shell affords protection against liability.

If an SHRM Chapter is incorporated, the member, officer or director will not be liable for the contractual, tort or any other liabilities of the chapter, merely because they are a member, officer or director of the corporation.

A few states like District of Columbia have adopted the Uniform Unincorporated Nonprofit Association Act which protects members of unincorporated non-profit entities from liability of that entity

But unless your state has adopted the Uniform Unincorporated Nonprofit Association Act, the members of your chapter may be personally liable for the liabilities of an unincorporated chapter.

18

Protections Against Liability of Chapter Directors and OfficersINDEMNIFICATION AND INSURANCE

Most state Non-Stock Corporation Acts allow corporation to indemnify officer or director where they have acted in good faith in what they believe is the best interests of the corporation.

 Most state Non-Stock Corporation Acts allow corporation to insure officers and directors against conduct other than illegal or intentional misconduct.

19

Protections Against Liability of Chapter Directors and OfficersVOLUNTEER PROTECTION STATUTES – STATE LAWS

Section 8.30(d) of the Model Non Profit Corporations Code states that a director or officer who meets the prudent man standard of care will not be liable by reason of having been a director or officer.

In addition, many states have volunteer protection statutes which eliminate liability of directors and officers of non-profit organizations – some of these statutes apply only to directors and officers of

501(c)(3) charitable organization [most chapters are 501(c)(6)]

– others of these statutes apply only if the director or officer is a volunteer, or cap his/her liability to the compensation earned as a director or officer for the past 12 months.

20

Protections Against Liability of Chapter Directors and OfficersFEDERAL VOLUNTEER PROTECTION STATUTE (42 U.S.C. § 14503)

protects volunteers, including non-paid directors and officers, of certain non-profit organizations, if– acting within the scope of their responsibilities; – properly licensed, if required; – the harm was not caused by willful or criminal misconduct,

gross negligence, reckless misconduct or conscious, flagrant indifference to the rights or safety of the person harmed; and

– not related to operation of a motor vehicle, boat or aircraft. – 501(c)(3)’s and 501(c)(4)’s clearly covered

Not clear if 501(c) (6) s are covered’ but legislative history supports coverage.

21

Protections Against Liability of Chapter Directors and OfficersRETAIN AND CONSULT WITH KNOWLEDGEABLE COUNSEL

Knowledgeable about potential liabilities of associations and association volunteers

Consult with such counsel when you are uncertain

At a minimum, have a periodic (e.g., annual) “check-up” with association counsel on chapter activities and new legal developments

Have Association counsel review meeting agendas before meetings and review draft minutes of meetings before adoption

22

Questions ???On

Potential Liabilities of Chapter Directors and

OfficersOr

Protections Against Liability of Chapter

Directors and Officers

23

Requirements For Sound Operation of Tax-Exempt EntitiesFAMILIARIZE SELF WITH NON-STOCK CORPORATION ACT

Non-stock (or Non-profit) Corporation Act of State Where Incorporated will govern the internal operations of a non-stock corporation, including issues such as:– duties of directors, – rights and privileges of members and directors, – quorum and notice requirements, – required corporate records, – removal of directors, – indemnification.

These State Non-stock Corporation Act provisions may be fleshed out by the Articles of Incorporation or bylaws to the extent not inconsistent with such state code provisions.

24

Requirements For Sound Operation of Tax-Exempt EntitiesCORPORATE RECORDS

Look to Non-stock Corporation Act of state where incorporated. The Model NPC Act, adopted by many states, requires at

Section 16.01 a non-stock corporation to: (i) keep as permanent records, minutes of all meetings

of members, the Board of Directors and committees of the board (and of all actions taken by such groups without a meeting);

(ii) maintain “appropriate” accounting records and a list of member names and addresses; and

(iii) keep at its principle office its Articles of Incorporation, bylaws, and all amendments thereto then currently in effect, director resolutions relating to member rights, minutes of member meetings for the past three years, correspondence to members generally within the past three years, including financial statements furnished for the past three years, a list of names, home and business addresses of its current directors and officers, and its most recent annual report filed with state officials.

25

Requirements For Sound Operation of Tax-Exempt EntitiesMEMBER INSPECTION OF CORPORATE RECORDS

Section 16.02 of the Model NPC Act allows members to inspect and copy those records required to be maintained at the principle office of the corporation, upon at least five days written notice; and members may also inspect and copy accounting records and membership lists upon five business days’ notice, provided that the inspection request is made in good faith and for a proper purpose and describes with particularity the records they wish to inspect; and further provided that the membership list may not be used to solicit money or for any commercial purpose or for any purpose unrelated to a member’s interest as a member.

26

Requirements For Sound Operation of Tax-Exempt EntitiesDIFFERENCES BETWEEN 501(c)(6) and 501(c)(3) [Most chapters are 501(c)

(6)]

501(c)(6) 501(c)(3)

Trade associations, professional Educational, charitable, societies, business leagues religious

Use Form 1024 to apply Use Form 1023 to applyfor exemption for exemption

 Charitable contributions are Charitable contributionsnot deductible Are deductible

 No restriction on lobbying May engage only in insubstantialor political activities lobbying or political activities

(tested by specific expenditures if make 501(h) election; otherwise no more than 5%) May not engage in any political activities

27

Requirements For Sound Operation of Tax-Exempt EntitiesDIFFERENCES BETWEEN 501(c)(6) AND 501(c)(3) (Cont.)

Professional societies are on the borderline between 501(c)(6) and 501(c)(3).

To the extent activities are primarily aimed at education, with only incidental benefit to profession, 501(c)(3) status is appropriate.

To the extent they promote, more than incidentally, the common business interests of their members, 501(c)(6) is appropriate, not 501(c)(3).

Much easier, and safer for chapter to apply for 501(c)(6); very few chapters need the extra benefits of 501(c)(3) status which would make it worth the extra difficulty in obtaining the exemption, or worth the extra risk in maintaining the exemption, or worth the extra regulations on a 501(c)(3)’s activities.

28

Requirements For Sound Operation of Tax-Exempt EntitiesAPPLYING FOR TAX EXEMPT STATUS

To apply for IRS determination letter a chapter must file:

Form 1024 or Form 1023 Application for 501(c)(6) or 501(c)(3) respectively

Form 8718 (one page; very simple) must be accompanied by a one-time user fee ($400 if annual gross receipts past 4 years averaged $10,000 per year or less; otherwise $850). Form 8718 has address where to send application.

And if legal counsel wants to communicate with the IRS concerning the application, a power of attorney on Form 2848 must also be provided with the application

29

Requirements For Sound Operation of Tax-Exempt EntitiesFEDERAL TAX FILINGS

Federal IRS Form 990 and 990-T – are generally due on the 15th day of the fifth month following the close of the tax year. – The Form 990-T is filed only if chapter has

Unrelated Business Income in excess of $1,000.

– The Form 990 need not be filed if chapter normally has annual gross receipts of $50,000 or less (but in such event, Form 990 N must be filed.)

30

Requirements For Sound Operation of Tax-Exempt EntitiesFEDERAL TAX FILINGS (Cont.)

Federal IRS Form 990-N - Those chapters exempted from the Form 990 filing requirement on the basis that their annual gross receipts are normally less than $50,000 must file instead a minimal annual electronic filing with the IRS on Form 990-N. The 990-N is due on the same date as would have been the Form 990.

31

Requirements For Sound Operation of Tax-Exempt EntitiesFEDERAL TAX FILINGS (Cont.)

Beginning with their 2007 tax years, failure to file Form 990 or 990-N for three consecutive years will result in revocation of tax-exempt status. – Such organizations may regain exemption only by filing Form

1023 or 1024, as applicable.– IRS also has published guidance on the re-application process

and its criteria for retroactive reinstatement. Small organizations that were not required to file pre-2007 returns and then were eligible to file the Form 990-N electronic return may obtain retroactive reinstatement of their status and pay a reduced application fee of $100 if they apply by December 31, 2012. See Notice 2011-43, 2011-25 I.R.B. 882.

32

Requirements For Sound Operation of Tax-Exempt EntitiesINITIAL SET UP FOR FEDERAL, STATE, AND LOCAL TAXES

Obtain federal tax employer identification number, utilizing IRS Form SS-4.

 Corporate income tax (most states accept federal IRS determination letter; a few states require that application for exemption from state income tax be filed; most states impose state income tax only on federal unrelated business income tax of tax exempt chapter;

 Employer income tax withholding;  State/Local Sales Tax, Personal Property Tax, and

Real Property Tax Filings Local Gross Receipts Tax Filings ( i.e., business

license tax) – chapter may or may not be exempt) State Unemployment Tax

33

Requirements For Sound Operation of Tax-Exempt EntitiesDUES NOTICES REQUIRED BY IRS

IRC Section 6113 Non-Deductible Notice – IRC 501 organizations, other than 501(c)(3)’s, whose annual gross receipts are normally more than $100,000 must include in their dues solicitation a conspicuous statement that the dues are not deductible as a charitable contribution for federal income tax purposes.

 IRC Sections 162(e) and 6033(e) Notice of Non-deductibility of Lobbying Expenses - Under IRC Sections 162(e) and 6033(e), a 501(c) organization, other than a 501(c)(3), must include in its dues solicitation a notice of the estimate of the portion of dues which is attributable to lobbying and political activities and is therefore nondeductible. IRS Reg. 1.162-20(d). Failure to include the notice will subject the organization to a proxy tax at the highest corporate rate on its lobbying and political expenditures.

34

Requirements For Sound Operation of Tax-Exempt EntitiesPUBLIC INSPECTION OF CERTAIN TAX RECORDS

All organizations exempt under IRC § 501(c) must make available for public inspection at their headquarters (and any other office with paid employees whose aggregate number of paid hours a week are normally at least 120) their:- IRS Form 990s (and in the case of 501(c)(3) organizations, also their Form 990-Ts) filed for the three most recent years, - their application for tax-exempt status (i.e., typically the Form 1023 or Form 1024) and all correspondence with and from the IRS related thereto, and their IRS Determination Letter.

Upon request of the public, such an organization must provide copies of such materials the same day where the request is made in person, and within thirty days where the request is made in writing. Reasonable charges not greater than that allowed under fee schedules promulgated under 5 USC 502(a)(4)(a)(i) (currently, not greater than 20 cents per page) may be imposed for making copies. IRC § 6104; IRS Reg § 301.6104(d)-1.

35

Requirements For Sound Operation of Tax-Exempt EntitiesPERIODIC CORPORATE FILINGS

Corporate Annual (or Periodic) Report – look to the Non Profit Corporation Law of the state where

incorporated, – and also if different than the state where incorporated, of any

state where you have an office, to determine any requirements for annual or other periodic reports which must be filed by domestic and foreign corporations.

– In most states, failure to file required periodic reports with the state where incorporated will ultimately cause forfeiture of the corporate charter, which in turn may expose directors and officers who continue the business of the corporation beyond the date of charter forfeiture, to personal liability for debts incurred by the corporation thereafter.

36

Requirements For Sound Operation of Tax-Exempt EntitiesLOBBYING REPORTS

Federal Requirements – under the Lobbying Disclosure Act at 2 U.S.C. § 1601, et seq. – a chapter with at least one employee who (a)

makes more than one lobbying contact with a covered government official; and (b) spends twenty percent or more of his or her time during any three-month period on “lobbying activities” on behalf of that chapter must register with the Secretary of the U.S. Senate and Clerk of the U.S. House,

– unless the chapter incurs less than $11,500 (including salaries) on such lobbying activities during such three-month period.

37

Requirements For Sound Operation of Tax-Exempt EntitiesLOBBYING REPORTS (Cont.)

Employment by a chapter of an outside lobbyist will not require the chapter to register under the federal lobbying law (but if the chapter pays $3,000 or more to an outside lobbyist during a three-month period, the outside lobbyist must register and list the chapter as a client).

State and Local Lobbying Requirements - Note also the potential applicability of state, or even local lobbying registration requirements where a chapter lobbies on state or local issues.

38

Requirements For Sound Operation of Tax-Exempt EntitiesPOLITICAL ACTION COMMITTEES

Federal Requirements – if a chapter has a political action committee which

supports candidates in federal elections, it must file its Statement of Organization with the Federal Election Commission (or, under certain circumstances, with the Senate or House), and if the PAC supports a Presidential candidate, then also with the appropriate state official of the states where the President and PAC are headquartered.

– Once registered, the PAC must file numerous periodic reports with the Federal Election Commission, and copy appropriate state officials in states of any supported House or Senate candidates.

– Note, SHRM does NOT have a PAC

39

Requirements For Sound Operation of Tax-Exempt EntitiesSTATE PAC REQUIREMENTS

A chapter which operates a political action committee in support of state or local candidates will have to comply with the applicable state and/or local PAC registration and reporting requirements.

40

Important Chapter Governance Policies – Key ElementsANTITRUST POLICY

Set forth general overview of applicable antitrust laws and potential applicability to chapter activities.

Include unequivocal statement of policy of full compliance.

Address procedures to be followed by chapter to comply with policy, including specifically proscribed activities, such as price-fixing, division of markets, etc.

Address sanctions for violation of policy. A copy of SHRM Antitrust Compliance Policy

can be found in the SHRM Volunteer Resource Center

41

Important Chapter Governance Policies – Key ElementsPERSONNEL POLICY

It is desirable to have a carefully drafted personnel policy (although it is better to have no written personnel policy at all, than to have a badly written one).

Essential elements of a good written personnel policy include:– If you are in “at-will” employment state, an

express statement that all employment by chapter is “at-will” and that the personnel policy does not constitute a contract.

42

Important Chapter Governance Policies – Key ElementsPERSONNEL POLICY (Cont.)

Essential elements of a good written personnel policy (cont)– Acknowledgment of Receipt Form – the employee should

sign a simple form acknowledging receipt of the personnel policy and, if in an at-will state, his understanding that his employment is “at-will” and that the personnel policy does not constitute a contract.

– An unequivocal statement of your equal employment opportunity policy.

– A statement of your “no harassment” policy. This policy should prohibit not only sexual harassment, but also harassment on any basis for which discrimination is prohibited (e.g., race, color, religion, pregnancy, national origin, age or disability).

– Drug and Alcohol Policy

43

Important Chapter Governance Policies – Key ElementsPERSONNEL POLICY (Cont.)

Essential elements of a good written personnel policy (cont)– Family and Medical Leave Act Policy– Timekeeping and Overtime– E-mail/Internet/Voicemail Policy– Creation of Intellectual Property - all intellectual

property contributed to or created by any employee of chapter is owned by chapter.

– Employee Benefits, i.e., vacations, holidays, insurance/pensions, leave of absence, jury duty, military reserve leave, bereavement leave, sick leave and personal leave.

44

Important Chapter Governance Policies – Key ElementsINTELLECTUAL PROPERTY

A chapter should have a written intellectual property policy which includes, at a minimum, the following elements:– Obtain statement signed by each employee (as separate

statement or as part of personnel policy) acknowledging chapter ownership of all intellectual property contributed to or created by the employee during his employment by the chapter.

– Obtain statement signed by all committee members and board members confirming that all intellectual property contributed to or created by them, when acting as a director or committee member, is owned exclusively by the chapter. See Attachment A hereto for an example of such a statement.

45

Important Chapter Governance Policies – Key ElementsINTELLECTUAL PROPERTY (Cont.)

Include in exit interviews of all employees a reminder of the chapter’s ownership of such intellectual property.

To the extent that you can so negotiate, include in chapter contracts with contractors who create intellectual property for the chapter, that the chapter owns the resulting intellectual property.

To the extent that you can so negotiate, obtain written assignments from speakers and authors at chapter events and publications, assigning ownership of the speeches, articles and resulting publications to chapter.

46

Important Chapter Governance Policies – Key ElementsINTELLECTUAL PROPERTY (Cont.)

Membership List – treat and protect this list as a proprietary asset of the chapter. The list cannot be copyrighted, but it must be treated as a trade secret. See Feist Publications, Inc. v. Rural Telephone Service Co., 499 U.S. 340(1991). When you make a membership list available to members, make them agree that the chapter owns the list and that the member’s use is by license from the chapter.

47

Important Chapter Governance Policies – Key ElementsINTELLECTUAL PROPERTY (Cont.)

Identify what types of marks and slogans should be protected by trademark registrations, and identify the chapter official whose advice should be sought as to whether to register such marks and/or slogans. DO NOT attempt to register any mark with the “Society For Human Resource Management” name, “SHRM acronym, or HR logo in it.

Place all registered trademarks on a diary so that the chapter provides itself with advance notice for any required continued use affidavits.

Require use of trademark notice (®) whenever using registered trademarks.

48

Important Chapter Governance Policies – Key ElementsINTELLECTUAL PROPERTY (Cont.)

Set forth policy as to what types of publications you will register for copyright.

Require use of copyright notice on all publications in which chapter claims copyright.

Require any users of chapter trademarks and those who have the right to distribute copyrighted chapter materials to sign a written license agreement governing such use.

49

Important Chapter Governance Policies – Key ElementsCONTRACTS POLICY – IMPORTANT ELEMENTS

Identify the various types of contracts by ranges of dollar amounts involved and/or by topic matter (e.g., intellectual property contracts, hotel contracts, etc.), and for each type of contract, identify:– Whether the contract must be in writing.– The officer(s), or employee(s), who must approve the

contract prior to it being signed.– The officer(s), or employee(s), who will have authority to sign

such contract (keep number to a minimum) Identify an employee who shall be responsible for (i)

seeing that all written contracts are signed by both parties, (ii) retaining an original copy of each contract signed by both parties, and (iii) keeping a diary of important dates with respect to each pending contract, such as dates by which the chapter must give notice of intent not to renew.

50

Important Chapter Governance Policies – Key ElementsINSURANCE

You should work with a knowledgeable insurance broker and legal counsel to identify all necessary and reasonably affordable levels of insurance to be kept in place by the chapter.

A chapter officer or staff person should be assigned responsibility to oversee insurance matters, and a review of existing insurance coverages should be placed on the board of directors meeting agenda at least once each year.

51

Attachment A to Henry A. Hart July 19, 2012 Webcast

COMMITTEE AND BOARD MEMBER CONFIRMATION OF ASSOCIATION INTELLECTUAL PROPERTY OWNERSHIP

ASSOCIATION BOARD OF DIRECTORS ASSOCIATION COMMITTEE:

(Insert Name of Committee)In consideration for the opportunity to work on the Board Of Directors or the above-referenced Committee, the undersigned ASSOCIATION Director or Committee Member hereby confirms that all work which he/she performs in connection with any projects of the Board Of Directors or above-referenced committee is being performed for the benefit of ASSOCIATION and that any copyright materials and other intellectual property which he/she may produce, generate or otherwise contribute to in any way in connection with any such ASSOCIATION project (collectively, the "Intellectual Property") are to be exclusively owned by ASSOCIATION. Nevertheless, in the event that the undersigned is deemed to have any ownership interest in any such Intellectual Property, the undersigned hereby conveys any such interest to ASSOCIATION.

52

QUESTIONS??On

Requirements For Sound Operation of Tax-Exempt

EntitiesOr

Important Chapter Governance Policies – Key

Elements