Legal 101 *Club Legal Issues

Report
Legal 101 –Club Legal Issues
Amy J. Peña, Senior Attorney
Paul-Alexander Wacker, European Trademark
and Patent Attorney
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
2
LEGAL 101 TRAINING OVERVIEW
• Club Activities
• Lions Registered
Trademarks
• Use of Funds
• Club Constitution &
By-Laws
• Dispute Resolution
3
RISK ASSESSMENT
RISK ASSESSMENT
• 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
5
RISK ASSESSMENT
Evaluate whether the benefit of the
activity outweighs the risks to the
club, officers and members.
6
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
LIONS CLUBS INTERNATIONAL
USA Canada Lions Leadership Forum
7
INSURANCE
INSURANCE
• 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
9
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
10
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)
11
INSURANCE
• Exclusions
 Employment related liability
 Automobile owned by a named insured
 Watercraft and Aircraft
 Pollution & Asbestos
 Liquor Liability
12
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
13
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
14
USE OF FUNDS
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.
16
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.
17
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
18
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.
19
USE OF FUNDS – SUMMARY CHART
Use for Public Projects?
(Activity Account)
Use for Administrative
Expenses?
(Administrative Account)
Administrative:
Dues, rental fees, fines,
advertisement revenue
Yes
Yes
Public:
Any fundraising event
open to the public, public
contributions and bequests
Yes
No*
Interest:
Accumulated investments
from money received from
the public
Yes
No*
How Funds are Raised
*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.
20
TRADEMARKS
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.
22
WE SERVE
23
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.
24
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
25
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
26
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.
27
Emblems
Each club shall only use the official emblem of
the association as set forth below.
28
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.
29
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
30
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.
31
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.
32
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.
33
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
34
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.
35
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.
36
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
37
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
38
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?
39
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 ByLaws Committee.
40
STANDARD FORM CLUB CBL – Key Provisions
• Selection of Club
Delegates
• Elections & Nominations
• Notice Requirements
• Voting & Ballot
Requirements
• Reporting results to LCI
• Club Meeting/ Alternative
Meeting Formats
• Authorized Signatories
• Transfer of Club Records
• Membership Transfer
41
DISPUTE RESOLUTION
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.
43
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.
44
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.
45
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 –
www.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/
○ International Centre for Dispute Resolution –
www.adr.org/sp.asp?id=21890
46

similar documents