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

2. Governor’s Round Table Legal July 16-17, 2012 Soroptimist International of the Americas Relationships No legal relationship between SIA and SI SIA Region Governors Program Chairs Fundraising Chairs Membership Chairs Public Awareness Chairs ClubsSI

3. Governor’s Round Table Legal July 16-17, 2012 Soroptimist International of the Americas Relationships Regions have binding relationship with SIA through SIA and region bylaws Region’s legal status as independent entity is unclear SIA Region Governors Program Chairs Fundraising Chairs Membership Chairs Public Awareness Chairs ClubsSI

4. Governor’s Round Table Legal July 16-17, 2012 Soroptimist International of the Americas Relationships Clubs are independent entities with charter to operate under SIA name Legally, clubs are responsible for their own risk Receive assistance as needed from SIA SIA Region Governors Program Chairs Fundraising Chairs Membership Chairs Public Awareness Chairs ClubsSI

5. Governor’s Round Table Legal July 16-17, 2012 Soroptimist International of the Americas 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

6. Governor’s Round Table Legal July 16-17, 2012 Soroptimist International of the Americas 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

7. Governor’s Round Table Legal: Relationship July 16-17, 2012 Soroptimist International of the Americas 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

8. Governor’s Round Table Legal: Relationship July 16-17, 2012 Soroptimist International of the Americas 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

9. Governor’s Round Table Legal July 16-17, 2012 Soroptimist International of the Americas 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

10. Governor’s Round Table Legal July 16-17, 2012 Soroptimist International of the Americas Management Liability Insurance Insurance Coverage  Protects volunteer from most mistakes Address U.S. Regions separately from Non-U.S. Regions

11. Governor’s Round Table Legal July 16-17, 2012 Soroptimist International of the Americas Management Liability Insurance U.S. Regions - Independent Founder and North Atlantic Regions contact Kaelin Hill at AH&T Insurance khill@ahtins.com 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

12. Governor’s Round Table Legal July 16-17, 2012 Soroptimist International of the Americas 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

13. Governor’s Round Table Legal: Management Liability Insurance July 16-17, 2012 Soroptimist International of the Americas What have we learned so far? 1. Founder and North Atlantic should have Management Liability Insurance  Kaelin Hill, AH & T Insurance khill@ahtins.com 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

14. Governor’s Round Table Legal: Management Liability Insurance July 16-17, 2012 Soroptimist International of the Americas 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

15. Governor’s Round Table Legal: Management Liability Insurance July 16-17, 2012 Soroptimist International of the Americas 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

16. Governor’s Round Table Legal July 16-17, 2012 Soroptimist International of the Americas 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 ANNUAL conflict of interest disclosure

17. Governor’s Round Table Legal July 16-17, 2012 Soroptimist International of the Americas 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

18. Governor’s Round Table Legal July 16-17, 2012 Soroptimist International of the Americas 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

19. Governor’s Round Table Legal July 16-17, 2012 Soroptimist International of the Americas 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

20. Governor’s Round Table Legal July 16-17, 2012 Soroptimist International of the Americas 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

21. Governor’s Round Table Legal July 16-17, 2012 Soroptimist International of the Americas Intellectual Property Protections  Legal Checklist has been prepared as handout Need to have translated Use immediately

22. Governor’s Round Table Legal July 16-17, 2012 Soroptimist International of the Americas QUESTIONS?