The Role of Affiliate Societies in the ASRT Governance Structure

Prepared by ASRT’s legal counsel, Webster, Chamberlain and Bean

October 2004

The following frequently asked questions offer a brief introduction to defining the relationship between a national/international organization and its affiliates, as well as provide some practical advice concern organizational legal matters.

ORGANIZATION

What does it mean legally to be an ASRT affiliate?

ASRT and its affiliates should have symbiotic relationships, that is the relationships should be mutually advantageous. Their goals/purposes are the same, and they are dependent upon each other. The only difference is the magnitude: ASRT’s scope is international and national; an affiliate’s is more regional, state or local. By virtue of tax laws in the case of affiliates covered under the group exemption or a license agreement with the affiliate (to use the ASRT name and trademarks), ASRT is the "parent" to the affiliate, and serves in the more dominant role.

This is also seen in the fact that ASRT provides a myriad of services to the affiliates to help them accomplish their mission. Thus, ASRT is both legally and under a good business model compelled to assert a certain level of control over its affiliates. ASRT has developed a great deal of good will and name recognition in its brand, and ASRT’s tax-exemption could be jeopardized by affiliates (since ASRT is in essence "vouching" for the affiliates covered under its group exemption).

Affiliates are encouraged to consult and coordinate with ASRT on their activities and programs. ASRT should be considered a partner and a resource that is involved in the inception, development, and execution of affiliate events.

Can affiliates use ASRT’s name, logo and materials?

As ASRT’s name and logo are trademarked and its written materials (such as educational materials, online articles and documents) copyrighted, affiliates may request permission to use ASRT’s name and logo along with other trademarks and copyrighted works. Affiliates interested in using ASRT’s intellectual property should contact the ASRT Communications Department to inquire as to how they may obtain such permission.

What are the requirements to be considered an active affiliate?

Affiliate bylaws shall be in agreement with the ASRT Bylaws.

Affiliate officers shall be ASRT members.

An affiliate must be incorporated.

Annually, on the first business day of January, each affiliate shall meet the requirements and renew their charter with ASRT.

Affiliates must submit to the ASRT office the names of the affiliate delegates and alternate delegates by the first business day of April each year (starting in April 2007) or affiliate delegate positions will remain open until after the Annual Conference and final seating of the House of Delegates.

Any affiliate not in compliance with the ASRT Bylaws will be placed on probationary status.

Active ASRT affiliates must have name consistency with the ASRT, such as the North Dakota Society of Radiologic Technologists (NDSRT).

INCORPORATION

Why should an affiliate file articles of incorporation?

An affiliate should be incorporated under the non-profit corporation law of the state where it is located. The corporate form generally insulates the directors, officers and members from personal liability for debts of the affiliate.

How do you incorporate?

Incorporation is accomplished by filing articles of incorporation with the appropriate state authority, usually the Secretary of State. These articles should include only the information required by state law, and certain "boilerplate" provisions necessary to qualify the affiliate for tax exemption under Section 501(c)(6) of the Internal Revenue Code.

Most states have developed user-friendly Web sites from which fill-in-the-blank forms can be downloaded, completed and submitted.

Affiliates should call the Secretary of State "Corporations Division" and ask:

1) Is the affiliate incorporated? If so,

2) Is the affiliate in good standing?

If the answer to #1 is "no", the affiliate should follow the steps identified above to complete this. If the answer to #2 is "no", then the affiliate should ask what forms need to be filed in order to bring it back into good standing.

BYLAWS

What are bylaws?

Bylaws are rules adopted and maintained by a corporation to define and direct its internal structure and management. They are best used to detail how the organization is formed and how it is run.

Is there a legal process affiliates have to use to have their bylaws reviewed?

Yes, affiliates are encouraged to submit their draft bylaws and/or amendments to ASRT for review.

 

 

How often should an affiliate review its bylaws?

A good rule of thumb is to adopt a set of bylaws and review it every four or five years for consistency with current practice and/or any necessary updates. It should be noted that any changes to an affiliate’s bylaws should be submitted to ASRT for approval.

Are bylaws necessary?

If incorporated, many states do require an entity to have an internal governance document, often called "bylaws". However, even if not required, they are highly recommended.

 

CHARTER RENEWAL CHECKLIST

The following documents must be sent to the ASRT office by Jan. 1, 2006 (voluntary renewal), Jan 1, 2007…. (required annual renewal)

Affiliate bylaws

Proof of affiliate officers ASRT membership

Affiliate articles of incorporation

Proof of name consistency

The following documentation must be sent to the ASRT office by April 1, 2006 (voluntary renewal), April 1, 2007…. (required annual renewal)

Names and contact information of affiliate delegates

Names and contact information of alternate affiliate delegates

 

DISCLAIMER: ASRT is providing this guidance as a member/affiliate service. This document is not intended to provide definitive legal guidance or answers but is intended to provide affiliates with sensitivity to possible legal issues and beneficial advantages to be gained from properly using the law. As legal issues can be complex and involve varying levels of exposure to potential liabilities, affiliates should not proceed with any transaction, event or decision without weighing the legal issues/risk and, if needed, after consulting with legal counsel.