Presentation on theme: "Legal 101 –Club Legal Issues Amy J. Peña, Senior Attorney Paul-Alexander Wacker, European Trademark and Patent Attorney."— Presentation transcript:
Legal 101 –Club Legal Issues Amy J. Peña, Senior Attorney Paul-Alexander Wacker, European Trademark and Patent Attorney
2 INTRODUCTION – LCI LEGAL DIVISION What Information Does the Legal Division Provide to Lions? LCI Program of Insurance Constitution & By-Laws, Board Policy, Parliamentary Rules Trademarks Dispute Resolution Corporate Governance
3 LEGAL 101 TRAINING OVERVIEW Club Activities Lions Registered Trademarks Use of Funds Club Constitution & By-Laws Dispute Resolution
5 Lions Clubs and Districts Engage in Activities that present legal liability to the clubs, districts, officers and individual Lions Special Events/ Fundraising Conferences/ Meetings Youth Camps / Youth Exchange Disaster Relief Health Screening
6 RISK ASSESSMENT Evaluate whether the benefit of the activity outweighs the risks to the club, officers and members.
7LIONS CLUBS INTERNATIONALUSA Canada Lions Leadership Forum RISK ASSESSMENT Review existing safety procedures or precautions that are in place Develop procedures to minimize risk such as assigning a safety officer Consult local legal counsel for statutory/regulatory compliance Determine what insurance coverage exists and review whether additional insurance is needed
9 Commercial General Liability Provided to All Lions Clubs Automatically Policy by ACE American Insurance $1 Million liability coverage for bodily injury and/or property damage per occurrence $2 Million aggregate liability coverage $1,000 limited medical expense
10 INSURANCE Coverage The policy pays sums that the insured becomes legally obligated to pay as damages to third parties because of bodily injury or property damage arising out of or in the course of Lions functions and activities
11 INSURANCE Coverage Examples Damage to third party property Products Liability Personal Injury and Advertising Injury (ex: defamation) Incidental Malpractice Medical payments (limited to $1,000)
12 INSURANCE Exclusions Employment related liability Automobile owned by a named insured Watercraft and Aircraft Pollution & Asbestos Liquor Liability
13 INSURANCE Claim Costs Costs of insurance program are paid by LCI as part of Lions annual dues Premium costs of the program are directly related to claims, therefore safety is a priority to reduce the amount of claims
14 INSURANCE Claim Reporting All claims, or occurrences which might lead to claims, should be reported to ACE Insurance. ○United States call (888) 217-8074 ○OUTSIDE United States: (866) 809-0396 Do not admit liability or suggest compensation will be offered
16 USE OF FUNDS POLICY Funds raised from the public must be used for the benefit of the public and community in which the Lions Club serve. No part of the net earnings of funds raised from the public shall benefit any individual Lions member, or other private individual or entity. Use of funds must be transparent to the public in order to develop trust from the community in which you operate.
17 DEFINITION OF FUNDS Public/Activity Funds Net earnings of income raised from activities open to the public, public contributions, bequests and money accumulated from invested public funds. Administrative Funds Contributions from Lions through dues, fines, advertisement revenue, rental fees and other individual Lions contributions.
18 DEDUCTING EXPENSES Direct Expenses of Fundraiser May be deducted from the proceeds of the fundraiser to replenish the administrative funds used to hold the fundraiser Lions Property Property Used for Public Purposes ○Expenses for operating and maintaining the property may be paid from public funds to support the use of the property for the public Property Used for Administrative Purposes ○Expenses for operating and maintaining the property must be paid from administrative funds if the use is for the benefit of the Lions Mixed Use of Property ○When Lions property is used for both public and administrative purposes, then a pro-rata percentage of the expenses may be paid from public funds related to the percentage of use of the property by the public
19 USE OF FUNDS Political Activity As a non-partisan charitable organization, Lions Clubs and Districts (single, sub- or multiple) cannot contribute public or administrative funds to support or endorse an elected official or candidate for local, state, federal or foreign office.
20 USE OF FUNDS – SUMMARY CHART How Funds are Raised Use for Public Projects? (Activity Account) Use for Administrative Expenses? (Administrative Account) Administrative: Dues, rental fees, fines, advertisement revenue Yes Public: Any fundraising event open to the public, public contributions and bequests YesNo* Interest: Accumulated investments from money received from the public YesNo* *Direct Expenses of Fundraiser: Direct expenses of a public fundraiser may be deducted from the proceeds to replenish the Administrative Account for funds used to hold the fundraiser. *Lions Property: If the Lions Club (or District) owns property that is used to meet the needs of the community at large, a pro-rata percentage of the proceeds from funds raised through use of the property may be used toward the operating expenses of the property.
22 TRADEMARKS Definition of trademarks: Any existing and future association names, emblems, logos, seals, registered trademarks and other trademark interests, including but not limited to Lions, Lioness, Leo, Lions Clubs, Lions International or Lions Clubs International.
24 Protection of Association Marks LCI must maintain exclusive ownership and then allow use of the trademarks by its membership under guidelines that the association maintains and enforces. Without this control over the trademarks, ownership could spread out among the members and unrelated third parties, leaving nothing left for the association to own and protect. In trademark terms, the “goodwill” in the mark would be spread too thin. The strength of a trademark can be measured in its “goodwill” it has developed in the marketplace. This keeps the marks strong for the benefit of your membership.
25 TRADEMARK PROTECTION LCI carries out trademark protection in a number of ways including: Registering Lions Marks as trademarks throughout the world Registering Lions Marks as domain names Monitoring other companies’ use of marks similar to Lions Marks Enacting and enforcing guidelines for use of the Lions Marks by membership Establishing and maintaining a licensing system
26 TRADEMARK REGISTRATION Registered in over 100 countries Multiple registrations in most countries Over 600 trademarks registered or pending/ Over 40 different Marks Rights gained through use and/or registration, depending on country
27 TRADEMARKS POLICY General standards of quality and content: In order to maintain general quality and content standards in the use of the association trademarks, said trademarks shall not be used in connection with pornography, nudity, alcohol, and other content, which may be offensive in the relevant Lions community.
28 Emblems Each club shall only use the official emblem of the association as set forth below.
29 Emblem Usage The emblem should not be altered, modified or obstructed in any way. The emblem should be reproduced in its entirety as shown. The emblem should not be used in a way that does not meet the general standards of quality and content.
30 Sponsorship Clearly Identify Club or District Name (local designation) Does not conflict with LCI Purposes Obtains necessary approval from Club, District, Multiple District or Legal Division
31 USE BY MEMBERS Automatic Authorizations Sponsorship of Leo Clubs, Lioness Clubs, Official Contests, Youth Camps or other official association programs. Promotion and furtherance of the association’s purposes and club or district general operations. Sponsored programs, projects, community service and other events. Printed materials. Website or Business Cards.
32 USE BY MEMBERS Automatic License for Apparel Items (Excluding Vests): Apparel defined as clothing such as caps, shirts and ties, excluding vests. License to use, purchase, sell, manufacture or distribute items bearing the association trademarks when the total number of each individual item does not exceed thirty (30) or a total of one (1) per club member in one fiscal year.
33 USE BY MEMBERS Approval Needed For Purchase, Use, Sale & Distribution of Apparel Over 30 and All Other Items: Lions clubs and districts which desire to use, purchase, sell, manufacture or distribute items bearing the association trademarks, must obtain approval from and pay such royalties as determined by the Club Supplies and Distribution Division or the Legal Division.
34 CLUB SUPPLIES AND DISTRIBUTION Contact Club Supplies with information and details on how you would like to use Lions trademarks. If approved, you will either receive: Authorization letter Special Vendor Order Request Form
35 LICENSING BY CLUB SUPPLIES “The Club Supplies and Distribution Division may initiate agreements with manufacturers or other vendors throughout the world to provide Lions members, Lions clubs and districts with items bearing the association trademarks. The terms under such license agreements shall be determined by the Club Supplies and Distribution Division and shall include license fees and/or royalty payments on all items sold.” – LCI Board Policy, Chapter XV Legal, A.6. 106 current licensees worldwide. A complete listing, by country, may be found in the current copy of the Official Supplies Catalog or, for the most up-to-date information, see the “Official Licensees” link in the Club Supplies online shop.
36 UNAUTHORIZED USE Duty to Enforce and/or Report any Unauthorized Use: All Lions have a responsibility to comply with the trademark policies adopted by the International Board of Directors, including notifying the Legal Division of any unauthorized or misuse of any Lions trademark.
37 Club Constitution and By-Laws Purposes of a Constitution and By-laws Provides governing structure under which the club operates Sets up the purposes of the organization Gives direction to the club, establishes duties and powers of officers Constitution provides core structure of a club By-Laws provides more detailed information
38 Standard Form Club Constitution & By-Laws The Standard Form Club Constitution and By-Laws governs the club unless otherwise amended so as not to conflict with the District, Multiple District and International Constitution & By-Laws and policies of Lions Clubs International. Board Policy provides that whenever there may exist a conflict or a contradiction between the provisions set out in the club constitution and by-laws and the respective district (single, sub or multiple) constitution and by-laws then the respective district constitution and by-laws shall govern. Whenever there may exist a conflict or a contradiction between the provisions set out in the club constitution and by-laws and the International Constitution and By-Laws, then the International Constitution and By-Laws shall govern
39 Supremacy of Documents International Multiple District Sub-District Club What is the provision in question? Is it a club, district or International matter? Is it covered in all constitution and by-laws?
40 Principles of Interpretation Roberts Rules of Order provides that a society decides for itself the meaning of its constitution and by-laws. Ambiguous By-Laws or Constitution review Minutes from previous adoption Language of the Constitution and By-Laws as a whole Local custom and practice Proper committee is generally the Constitution and By- Laws Committee.
41 STANDARD FORM CLUB CBL – Key Provisions Selection of Club Delegates Elections & Nominations Notice Requirements Voting & Ballot Requirements Reporting results to L CI Club Meeting/ Alternative Meeting Formats Authorized Signatories Transfer of Club Records Membership Transfer
43 Dispute Resolution Purpose of Dispute Resolution: The purpose of Lions Dispute Resolution Procedures is to provide a mechanism for resolving disputes within the Lions organization without the need for a formal evidentiary hearing. It is an obligation of membership to pursue all complaints, disputes or claims in accordance with the policies and procedures adopted by the association.
44 Dispute Resolution Procedures adopted by the International Board of Directors: Club Dispute Resolution Procedure ○Policy to resolve Lions issues at the club level. District Dispute Resolution Procedure ○Policy to resolve Lions issues at the district level. Multiple District Dispute Resolution Procedure ○Policy to resolve Lions issues at the multiple district level.
45 Dispute Resolution Decision of Conciliator(s): If unable to find a prompt and amicable resolution between the parties, the conciliator(s) has the authority to issue a decision relative to the dispute. The conciliator must issue a written decision no later than 30 days after the conciliation meeting. The decision shall be final and binding on all the parties. There is no appeal process for the final decision of the conciliator.
46 Dispute Resolution Additional Resources: Parties are encouraged to utilize resources and guidance of professional organizations within the jurisdiction that the dispute takes place. The following resources may prove helpful: ○Lions Learning Center - Conflict Resolution – w ww.lionsclubs.org/EN/content/resources_learning_center.shtml ○Association for International Arbitration – www.arbitration-adr.org/ ○International Institute for Conflict Prevention & Resolution – www.cpradr.org/ www.cpradr.org/ ○International Centre for Dispute Resolution – www.adr.org/sp.asp?id=21890 www.adr.org/sp.asp?id=21890