I hope that the summer has treated you well and that you are looking forward to a rewarding fall season.
Contributing to the slate of fall activities is the chapter’s annual meeting, October 20-22, 2006, in Austin, San Marcos, and San Antonio. This progressive meeting will allow participants the opportunity to experience a wide range of collections and their unique material, time to network and socialize with colleagues, as well as a forum to address important issues facing the chapter during the annual business meeting. Registration is due to chapter treasurer Craig Bunch by October 7. Please visit the annual meeting page for further details including information about accommodations. I look forward to seeing all of you in October.
Since the ARLIS/NA annual conference in Banff (May 5-9, 2006) there has been much discussion about chapter affiliation. Following the conference Elizabeth Clarke, ARLIS/NA Executive Director, sent chapter officers a memo dated June 21, 2006 outlining key points related to this issue. As I summarized in an e-mail message sent to the chapter listserv on August 3, Ms. Clarke states:
The Chapter Affiliation Agreement codifies in the form of an official legal document relationships and expectations between ARLIS/NA and its chapters that for the most part already exist. These are recorded and described in various official documents including the ARLIS/NA Bylaws, the Chapter Success Book, and the Policy Manual. This agreement was drafted by the Executive Board, [and] reviewed by a knowledgeable lawyer…It is imperative that this agreement be mutually agreed upon in order to ensure that ARLIS/NA is operating in a fiscally responsible manner.
Recent discussion on the chapter officer/ARLIS/NA Board listserv has called into question whether chapter representatives can sign the agreement because of the assumption the agreement makes about a given chapter’s legal status. A chapter officer representing an unincorporated chapter is not in a position to sign a document stating he or she "…warrants that it [the chapter] is a legal entity…" (Section III.A).
In order to address the concerns that have been raised, Ann Whiteside, ARLIS/NA President, has arranged a conference call on August 22 with Michael Deese, the attorney who wrote the agreement, Trish Rose (Chair, ARLIS/Southern California), Barbara Rominski (Chair, ARLIS/Northern California) and me to seek clarity about what is being asked and whether chapters are in a position to comply.
I will update the chapter regarding this matter once our conversation takes place. In the meantime, please feel free to contact me personally or via the listserv with questions or concerns.
I have verified with the Office of the Texas Secretary of State that the Texas-Mexico chapter is unincorporated. The chapter should take steps to incorporate not only because the affiliation agreement requires it but also because we want to protect members of our chapter from personal liability.
The following information posted on the American Bar Association’s Web site supports this position:
This [incorporation] is a vital step. Only a few states have statutes that protect members of unincorporated associations from liability. If an unincorporated nonprofit organization operates in a state that has no statutory protection for members, the members could be personally liable for the debts or other obligations of that association.
This issue is particularly problematic for small chapters of national organizations. National organizations sometimes are reluctant to include a chapter and its activities within the national corporate umbrella because it doesn’t want to be liable for the chapter’s debts and obligations. Remaining unincorporated, however, puts the chapter’s members at risk for personal liability.1
Further, we want to make sure that the chapter calculates its risk appropriately and weighs that risk against a need for insurance coverage. This issue has also been discussed on the chapter officer/ARLIS/NA Board listserv and it will be addressed during our chapter’s business meeting in October.
As part of the process of coming to a consensus about the affiliation agreement, the section of the agreement related to centralized collection of chapter dues by headquarters was removed. Chapters will continue to be responsible for setting and collecting members’ dues at the local level.
In addition, chapters are expected to bring their bylaws into compliance with ARLIS/NA bylaws vis-à-vis membership requirements. In Elizabeth Clarke's memo referenced above she states: "The ARLIS/NA bylaws stipulate in Article XIII, Section 5 that 'membership in a chapter is conditional upon membership in the Society.' The ARLIS/NA Executive Board has determined this clause must be observed by each chapter." The membership section of the Texas-Mexico chapter’s bylaws (Article III) states that "Membership is open to all members of ARLIS/NA."
Historically the aforementioned section of the NA bylaws has not been strictly enforced and there are many chapters who feel that their regional membership will erode if membership is contingent upon concurrent membership in NA. Discussion on the chapter officer/ARLIS/NA Board listserv has been focused on how chapters can develop a tiered membership structure that may allow someone access to a regional chapter but exempt them from the membership requirement stipulated by NA’s bylaws. Our chapter already offers a non-voting "subscriber" membership category for non-ARLIS/NA members that accommodates someone who chooses not to become a member of NA.
I am still unsure how this issue will be resolved. The board has indicated that they support local chapters in their effort to offer a selection of membership options including one that would excuse chapter members from becoming NA members. At the same time, the Board is encouraging chapters to emphasize how important it is for regional members to participate as members of NA in order to ensure a robust parent organization.
As you can see, the ARLIS/NA Board, headquarters, and regional chapter officers are very engaged in addressing issues that have been raised by the affiliation agreement. This engagement will continue until which time all the issues surrounding the agreement have been addressed to the satisfaction of the parties involved. As a result of these discussions, it has been important to recognize that our chapter is unincorporated and consequently to become aware of the legal ramifications associated with that status. We now have the opportunity to identify what should be done in order to make sure our chapter stands on firm legal ground vis-à-vis liability, define our relationship to our parent organization so that it can protect itself appropriately against liability, and support membership parameters for our chapter that fit within ARLIS/NA bylaws.
I look forward to hearing from you regarding your thoughts on the current matters facing us and our fellow colleagues in regional NA chapters.Elizabeth Schaub
1 Paula Cozzi Goedert, "Nearly Everything You Want to Know about Nonprofits," GPSolo Magazine, April/May 2004 (accessed August 16, 2006).