Dear ARLIS/NA members,
I want to provide further information about the affiliation agreement and surrounding issues.
First of all, I think that if we separate the issues of chapter affiliation, dues collection, and membership issues, we will be able to discuss each issue in the ways in which they need to be discussed and we will be more productive.
For further background on the issue of affiliation, the question of affiliation began when we were questioned by the IRS about the legal relationship between ARLIS/NA and our chapters. Our legal counsel suggested that the relationship between chapters and ARLIS/NA should be clarified with an affiliation agreement. As we investigated how to develop an agreement we became aware, and we want the chapters to be aware, of the vulnerability of our society. The affiliation agreement is a document that outlines the separate entities of ARLIS/NA and the chapters. This agreement is meant only to define the relationship between the international organization and the chapters, and the responsibilities of each. In truth, ARLIS/NA has always been covered by society insurance, and the chapters have not been. The affiliation agreement only codifies this.
The Board would like to work with the chapter leaders more closely on all of these issues, and will set up a listserv for chapter Presidents and Vice-Presidents so that we can communicate about these issues during the next few months. We expect that the chapter leadership will also be communicating with their members throughout this process.
Below is a list of most of the questions that we have received about the affiliation agreements, with answers to those questions. We hope that this will also help as our discussions continue.
Q. In the agreement is a statement which begins, "CHAPTER warrants that it is a legal entity separate..." (section III.A) Without some form of recognized legal structure, such as incorporation, I believe the chapter would be without legal standing to "warrant" such a position or sign the agreement, unless our by-laws give us such standing.
A. The affiliation agreement will make the chapter a legal entity.
Q. I believe that most chapters are without the financial means to pursue incorporation and without incorporation or some other legal structure, we remain simply a group of affiliated professionals, with or without the agreement.
A. Our attorney has stated that "while we always recommend that chapters be incorporated (this actually protects the chapter officers and directors from personal liability), separate incorporation is not necessarily required in order for chapters (a) to be responsible for their own conduct, or (b) to fall within a group tax exemption. The affiliation agreement does not require that the chapters be separately incorporated. Nor does the affiliation agreement require that chapters acquire insurance. This is a recommendation that each chapter must weigh. More information will be provided as discussions with chapter leaders and the Board progress.
Q. In signing the agreement, a chapter becomes an independent contractor. (section V.). I don't have a working knowledge of what that means for chapter members and officers. I would need to know more.
A. Section V of the affiliation agreement includes a requirement that the chapter disclose to others that it is a separate and distinct legal entity. This precludes a third party from reasonably assuming that the chapter has authority to bind ARLIS/NA.
Q. In signing the agreement, a chapter can apparently "become tax exempt from federal income tax through ARLIS/NA's group exemption under Section 501(c) (3) of the Internal Revenue Code." That is extremely beneficial. At present, we are probably not entitled to that exemption.
A. The chapters will continue to fall within the ARLIS/NA group tax exemption, as they have done.
Q. In the agreement, the Governing Law of this agreement is stipulated as "the laws of the District of Columbia." (section VIII.C.) How was that determined?
A. This is where the headquarters is registered and our incorporation is registered.
Q. As the planner for the Fall ARLIS/SE conference, I'm shopping for conference insurance now in order to sign the contract for the room block at the Sheraton. I will not sign without it. I don't know how much that will cost, but it will be a factor in the cost of conference registration. I am already concerned about signing the any contract on behalf of the chapter.
A. If you sign a contract when planning your local conference, and the Chapter is not is not covered by incorporation and by Directors and Officers Liability Insurance, you are responsible personally for that contract by law. As is the Board you are signing on behalf of. This too has always been the case, though we were unaware of it until we began working on the affiliation agreement. We've been working on the assumption that "nothing will happen".
Q. Question: How soon after the deadline for signing the agreement must a chapter cease identifying itself with ARLIS/NA if it has not signed the Affiliation Agreement?
A. The ARLIS/NA Board would have to discuss this if a chapter or chapters elected to remove themselves from the international organization.
Q. Question: If the members of the Southeast Chapter have not signed the Affiliation Agreement, what would be the status of planning for the annual conference, now in progress?
A. The society's annual conference is an ARLIS/NA conference. The Conference Planning Committee is working on behalf of ARLIS/NA in this venture and not the chapter itself. Therefore, the committee is covered under ARLIS/NA's insurance whether or not they are affiliated with the Chapter.
We look forward to continued discussion about all of these issues in the coming months.
Sincerely,
Ann Whiteside and the ARLIS/NA Board
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Ann Baird Whiteside
Head, Rotch Library of Architecture & Planning
MIT
Room 7-238
77 Massachusetts Avenue
Cambridge, MA 02139
617-258-5594
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http://libraries.mit.edu/
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President, ARLIS/NA
http://www.arlisna.org/
Editor, Cataloging Cultural Objects
http://www.vraweb.org/ccoweb/index.html
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