Hot Legal Topics for Associations
Heidi Christianson, shareholder and firm president at Nilan Johnson Lewis, recently gave a presentation for Ewald Consulting staff on the top legal issues pertaining to non-profit associations that her law firm handled during 2019. Here is a short recap.
Certification
Many associations provide certification programs and/or certificate courses, offering specialized education for members and others. Heidi reported that there has been an increased focus recently on international standards, especially ISO. It is helpful if associations can demonstrate separation between the testing and educational aspects of a certification program. In marketing education programs, the association should not imply that people will perform better on a certification exam by taking courses offered by the association. It is also helpful for an association to have a process for any complaints about the certification program.
Member Demand for Special Meeting
Generally, if at least 50 members or 10 percent of the total membership of an association request a special meeting, the association must call a meeting of the members, even if the members request successive meetings. Obviously, holding member meetings requires the commitment of significant cost and time on behalf of staff and the board of directors. Heidi recommends that when member concerns arise, associations set up listening sessions with members rather than trying to shut them down or writing them off as disgruntled. Many times, special member meeting involve perceived conflicts of interest or appearances of unfair benefit within the association. Listening sessions and transparent communication with members can sometimes head off larger-scale member demands. Association staff and leaders should be aware of bylaws provisions regarding special meetings.
Antitrust Concerns
It sometimes happens that one or more association members demand that another member (a competitor) not be allowed to exhibit, sponsor and/or advertise with the organization. Heidi stresses that all members (and non-members) should be treated fairly. Unless a member company has violated a law or regulation (and the association has some type of hard evidence that the law or regulation has been violated), the association should allow that entity the ability to advertise, exhibit or sponsor. It’s OK to charge more for non-members, within reason. Denying a member company the ability to advertise with an association probably would not rise to the level of impeding the ability to do business. Association boards should be cognizant of antitrust issues, and thoughtful about when an association’s decisions may impact a member’s ability to compete in the market.
Please note that the information provided here does not constitute legal advice; please consult with your own legal counsel on your specific situation.
