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RISK MANAGEMENT LEGAL EXECUTIVE DIRECTOR & CEO LIZ LUCAS Soroptimist International of the Americas July 16-17, 2012

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Page 1: RISK MANAGEMENT LEGAL EXECUTIVE DIRECTOR & CEO LIZ LUCAS Soroptimist International of the Americas July 16-17, 2012

RISK MANAGEMENTLEGAL

EXECUTIVE DIRECTOR & CEO LIZ LUCAS

Soroptimist International of the Americas

July 16-17, 2012

Page 2: RISK MANAGEMENT LEGAL EXECUTIVE DIRECTOR & CEO LIZ LUCAS Soroptimist International of the Americas July 16-17, 2012

Governor’s Round Table

Soroptimist International of the Americas

Legal

July 16-17, 2012

Relationships

No legal relationshipbetween SIA and SI

SIA

Region Governors

Program Chairs

Fundraising Chairs

Membership Chairs

Public Awareness

Chairs

Clubs

SI

Page 3: RISK MANAGEMENT LEGAL EXECUTIVE DIRECTOR & CEO LIZ LUCAS Soroptimist International of the Americas July 16-17, 2012

Governor’s Round Table

Soroptimist International of the Americas

Legal

July 16-17, 2012

RelationshipsRegions have binding relationship with SIAthrough SIA andregion bylaws

Region’s legal status as independent entity is unclear

SIA

Region Governors

Program Chairs Fundraising

ChairsMembershi

p Chairs

Public Awareness

Chairs

Clubs

SI

Page 4: RISK MANAGEMENT LEGAL EXECUTIVE DIRECTOR & CEO LIZ LUCAS Soroptimist International of the Americas July 16-17, 2012

Governor’s Round Table

Soroptimist International of the Americas

Legal

July 16-17, 2012

RelationshipsClubs are independent entities with charter to operate under SIA name

Legally, clubs are responsible for their own riskReceive assistance as needed from SIA

SIA

Region Governors

Program Chairs Fundraising

ChairsMembershi

p Chairs

Public Awareness

Chairs

Clubs

SI

Page 5: RISK MANAGEMENT LEGAL EXECUTIVE DIRECTOR & CEO LIZ LUCAS Soroptimist International of the Americas July 16-17, 2012

Governor’s Round Table

Soroptimist International of the Americas

Legal

July 16-17, 2012

Relationships

U.S. U.S. clubs must file annual federal information form Many U.S. clubs use SIA’s 501c3 group tax status

Non-U.S. Canada, Japan and Philippines have set up

foundation as legal entity Laws of the country take precedent over SIA law

Page 6: RISK MANAGEMENT LEGAL EXECUTIVE DIRECTOR & CEO LIZ LUCAS Soroptimist International of the Americas July 16-17, 2012

Governor’s Round Table

Soroptimist International of the Americas

Legal

July 16-17, 2012

Relationships

Who reports to Region Governor? Region Board Region Chairs Region Parliamentarian District Directors (when applicable)

As Region Governor You may delegate authority, but never responsibility You shoulder any legal risk, along with your board

Page 7: RISK MANAGEMENT LEGAL EXECUTIVE DIRECTOR & CEO LIZ LUCAS Soroptimist International of the Americas July 16-17, 2012

Governor’s Round Table

Soroptimist International of the Americas

Legal: Relationship

July 16-17, 2012

What have we learned so far?

1. Clubs are independent have agreed to operate under the SIA name have agreed to follow SIA laws and requirements

2. SIA provides to clubs and regions services/programs systems processes

Page 8: RISK MANAGEMENT LEGAL EXECUTIVE DIRECTOR & CEO LIZ LUCAS Soroptimist International of the Americas July 16-17, 2012

Governor’s Round Table

Soroptimist International of the Americas

Legal: Relationship

July 16-17, 2012

What have we learned so far?

3. U.S. Regions may be independent or wholly owned by SIA

4. SIA is currently assessing its risk regarding non-U.S. regions Need legal documentation defining legal standing

Page 9: RISK MANAGEMENT LEGAL EXECUTIVE DIRECTOR & CEO LIZ LUCAS Soroptimist International of the Americas July 16-17, 2012

Governor’s Round Table

Soroptimist International of the Americas

Legal

July 16-17, 2012

Management Liability Insurance

SI insurance policy does not cover SI actions in North America thus liability may fall back to SIA

SIA is taking steps to add SIA as an additional insured

SIA assets at risk because of structure and relationships

Page 10: RISK MANAGEMENT LEGAL EXECUTIVE DIRECTOR & CEO LIZ LUCAS Soroptimist International of the Americas July 16-17, 2012

Governor’s Round Table

Soroptimist International of the Americas

Legal

July 16-17, 2012

Management Liability Insurance

Insurance Coverage Protects volunteer from most mistakes

Address U.S. Regions separately from Non-U.S. Regions

Page 11: RISK MANAGEMENT LEGAL EXECUTIVE DIRECTOR & CEO LIZ LUCAS Soroptimist International of the Americas July 16-17, 2012

Governor’s Round Table

Soroptimist International of the Americas

Legal

July 16-17, 2012

Management Liability Insurance

U.S. Regions - Independent

Founder and North Atlantic Regions contact Kaelin Hill at AH&T [email protected] or 703.554.6269

Be sure to: Establish who the named insured is Insist upon an additional insured clause for SIA Clarify your annual premium & deductible per claim Set-up procedure to be sure policy does not lapse

Page 12: RISK MANAGEMENT LEGAL EXECUTIVE DIRECTOR & CEO LIZ LUCAS Soroptimist International of the Americas July 16-17, 2012

Governor’s Round Table

Soroptimist International of the Americas

Legal

July 16-17, 2012

Management Liability Insurance

U.S. Regions Wholly Owned SIA looking at addressing management liability risk

Non-U.S. Regions Consult similar NGOs If insurance is obtained

add cross liability clause to cover SIA

Page 13: RISK MANAGEMENT LEGAL EXECUTIVE DIRECTOR & CEO LIZ LUCAS Soroptimist International of the Americas July 16-17, 2012

Governor’s Round Table

Soroptimist International of the Americas

Legal: Management Liability Insurance

July 16-17, 2012

What have we learned so far?

1. Founder and North Atlantic should have Management Liability Insurance Kaelin Hill, AH & T Insurance [email protected] or

707.554.6269 When you obtain the policy

• Read it• Store with other important papers• Add SIA as a named insured & contact SIA E.D.• Make sure renewal process works

Page 14: RISK MANAGEMENT LEGAL EXECUTIVE DIRECTOR & CEO LIZ LUCAS Soroptimist International of the Americas July 16-17, 2012

Governor’s Round Table

Soroptimist International of the Americas

Legal: Management Liability Insurance

July 16-17, 2012

What have we learned so far?

2. Non-U.S. Regions If there IS a current management liability policy• Read it• Store with other important papers• Make sure renewal process is effectively working• Add SIA as a named insured • Notify SIA E.D. about policy

Page 15: RISK MANAGEMENT LEGAL EXECUTIVE DIRECTOR & CEO LIZ LUCAS Soroptimist International of the Americas July 16-17, 2012

Governor’s Round Table

Soroptimist International of the Americas

Legal: Management Liability Insurance

July 16-17, 2012

What have we learned so far?

3. Non-U.S. Regions If NO management liability insurance policy• Ask other similar NGOs what they do• Region board assess need for volunteer

insurance• Take appropriate next steps

Page 16: RISK MANAGEMENT LEGAL EXECUTIVE DIRECTOR & CEO LIZ LUCAS Soroptimist International of the Americas July 16-17, 2012

Governor’s Round Table

Soroptimist International of the Americas

Legal

July 16-17, 2012

Conflict of Interest Organization’s interests might benefit

• personal interests of board member or • other individual with substantial influence over organization

Of concern when entering contract, transaction or arrangement

Region and club policy should require ANNUALconflict of interest disclosure

Page 17: RISK MANAGEMENT LEGAL EXECUTIVE DIRECTOR & CEO LIZ LUCAS Soroptimist International of the Americas July 16-17, 2012

Governor’s Round Table

Soroptimist International of the Americas

Legal

July 16-17, 2012

Confidentiality Confidential information

• should never be shared with non-authorized persons or entities

• should be declared as confidential

Region and club policy • should include confidentiality statement

Page 18: RISK MANAGEMENT LEGAL EXECUTIVE DIRECTOR & CEO LIZ LUCAS Soroptimist International of the Americas July 16-17, 2012

Governor’s Round Table

Soroptimist International of the Americas

Legal

July 16-17, 2012

Confidentiality SIA will provide in Governor’s Section of website

• Confidentiality Statement• Conflict of Interest Disclosure

Best practice to have• policy in place• Completed and signed annually by all volunteers

Page 19: RISK MANAGEMENT LEGAL EXECUTIVE DIRECTOR & CEO LIZ LUCAS Soroptimist International of the Americas July 16-17, 2012

Governor’s Round Table

Soroptimist International of the Americas

Legal

July 16-17, 2012

Intellectual Property Protections The intellectual property of SIA is copyright and

trademark protected

If used without permission, SIA is required by law to send a cease and desist notice

SIA has the sole right to reproduce the logo for jewelry

Page 20: RISK MANAGEMENT LEGAL EXECUTIVE DIRECTOR & CEO LIZ LUCAS Soroptimist International of the Americas July 16-17, 2012

Governor’s Round Table

Soroptimist International of the Americas

Legal

July 16-17, 2012

Intellectual Property Protections By law, to protect SIA trademarks

• SIA must request consideration for commercial use of SIA logo Procedure

• must submit licensing request for use and • must pay established licensing fee

Licensing policy allows for infinite use Educate your chairs they must submit a licensing request

Page 21: RISK MANAGEMENT LEGAL EXECUTIVE DIRECTOR & CEO LIZ LUCAS Soroptimist International of the Americas July 16-17, 2012

Governor’s Round Table

Soroptimist International of the Americas

Legal

July 16-17, 2012

Intellectual Property Protections

Legal Checklist has been prepared as handout• Need to have translated• Use immediately

Page 22: RISK MANAGEMENT LEGAL EXECUTIVE DIRECTOR & CEO LIZ LUCAS Soroptimist International of the Americas July 16-17, 2012

Governor’s Round Table

Soroptimist International of the Americas

Legal

July 16-17, 2012

QUESTIONS?