Associations and the Law

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From a legal perspective, associations today are facing critical issues that affect all aspects of their organization.

From cybersecurity threats to harassment claims to conflict of interest, associations need to stay abreast of a myriad of topics.

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Keynote Speaker- Jack L. Rives

jack-rives.jpgAs the Executive Director and Chief Operating Officer of the American Bar Association, Jack L. Rives oversees a staff of more than 900 and a consolidated budget of over $200 million, and he ensures the effective development and direct implementation of the Association’s strategic goals. He has responsibility for the programs and policy activities adopted by the ABA’s governing and policy-making bodies, the Board of Governors and House of Delegates. He is responsible for membership and non-dues revenues programs, and for budgets that reflect the right priorities and appropriate cost-cutting initiatives. Jack helps to assure the ABA’s position as the voice of the legal profession and as the world’s premier professional association for lawyers, with more than 400,000 members.

Following graduation from law school, Jack began a 33-year career in the United States Air Force as a military attorney, or judge advocate (JAG). He served as The Judge Advocate General of the United States Air Force, the senior U.S. Air Force attorney, and he was the first military attorney to attain the three-star rank of lieutenant general. Jack led some 2,600 active duty, reserve component, and civilian lawyers. Among his many military awards and decorations are the Distinguished Service Medal with oak leaf cluster and the Defense Superior Service Medal.

Event Details

Date
April 30, 2019

Time
8:30 AM to 5:30 PM (CT)

Credit Hours
CAE: Up to 7
CLE: 5.5 in Illinois, Indiana, Iowa, Minnesota, and Wisconsin

Fee
$249 Members; $339 Non-Members

Location
American Bar Association
321 North Clark Street (21st floor)
Chicago, IL 60654


Hosted by:
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Schedule at a Glance

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8:30 – 9:00 a.m.

Registration and Networking Breakfast

9:00 – 9:45 a.m.
Opening Remarks and Keynote
Jack Rives, American Bar Association

9:45 – 10:30 a.m.
Privacy and Data Protection – The GDPR and the Rising Global Tide of New Laws
Raz Miutescu, Whiteford Taylor Preston, LLP

10:30 – 10:45 a.m.
Break

10:45 – 11:15 a.m.
Associations and Social Media: Navigating the Legal Risks
Sue Carlson, Chicago Law Partners, LLC

11:15 – 11:45 a.m.
Contractual Relations: The Courtship of Negotiation
Caitlin Podbielski, Vedder Price

11:45 – 12:15 p.m.
Current Legal Issues In Hotel Contracts and Negotiations
Jon Howe, Howe & Hutton, Ltd.

12:15 – 1:15 p.m.
Networking Lunch

1:15 – 1:45 p.m.
Certification and Accreditation: Managing Association Legal Risks
George Constantine, Venable LLP

1:45 – 2:30 p.m.
Identifying and Navigating Conflict of Interests in Associations
Julie B. Kulovits, North American Spine Society

2:30 – 3:00 p.m.
™ ® ©…Oh my! A Practical Look at Trademark and Copyright Issues in the Not-For-Profit World
Kimberly Pendo, Chicago Law Partners, LLC

3:00 – 3:15 p.m.
Break

3:15 – 4:00 p.m.
Key Employment Issues for Non-Profits
Thomas E. Deer, Ogletree Deakins

4:00 – 4:45 p.m.
Hot Tax Topics
Paula Goedert, Barnes & Thornburg LLP and Jim Quaid, Ostrow Reisin Berk & Abrams, Ltd.

4:45 – 5:30 p.m.
Wrap-up

Session Descriptions

9:00 – 9:45 a.m.
Opening Remarks and Keynote
Keynote Speaker: Jack Rives, American Bar Association

Developing A New Membership Model for the American Bar Association
Today is a time of profound and transformative change for professional associations, as many examine new ways to attract and retain members, especially younger professionals. ABA Executive Director Jack Rives will highlight some of the historic innovations his organization is advancing, including the launch of a new membership model on May 1 that will provide more tangible benefits to its members, tailored to their professional interests. Mr. Rives will also focus on some of the marketing initiatives the ABA will deploy to promote the new model and demonstrate its value to a new generation of attorneys.

Learning Objectives:
  • Examine some of the significant membership and fiscal challenges facing associations
  • View some steps associations might consider to reverse negative trends and promote future growth
  • Review some marketing techniques to refresh a long-standing association’s value proposition, both to retain current members and acquire new ones

9:45-10:30 a.m.
Privacy and Data Protection – The GDPR and the Rising Global Tide of New Laws
Presented by Raz Miutescu, Whiteford Taylor Preston, LLP

Data and technology are no longer the domains of Internet or e-commerce companies. Every organization is a data and technology organization. As custodians of data, organizations must be mindful of and comply with domestic and foreign laws governing individuals’ rights to privacy, mandating the protection of personal data, and requiring physical, administrative, and technical safeguards to assure adequate security of data. Keeping up with the changing legal landscape in the United States is difficult. Keeping up with the increasingly complex global privacy and data security environment is even more difficult. The European Economic Area, Switzerland, Canada, Brazil, Japan, and other countries, have all adopted stricter privacy laws that have either already taken effect recently or will take effect soon. Some of these laws may affect nonprofits and other associations in the U.S. if they process data of individuals located abroad. The compliance requirements can be overwhelming. Taking a practical and methodical approach towards compliance, and not being discouraged, is key.

Learning Objectives:
  • Identify a roadmap towards building a fundamental privacy and data security program;
  • Understand the importance of further refining and adapting the program to meet specific domestic and foreign regulatory requirements, such as the GDPR; and
  • Proactively embrace the concept of “failing well” in the face of likely inevitable failures in compliance


10:45–11:15 a.m.
Associations and Social Media: Navigating the Legal Risks
Presented by Sue Carlson, Chicago Law Partners, LLC

Whether through a forum, blog, Facebook page or YouTube video, today’s associations must employ social media if they wish to communicate with their members and other important constituencies quickly and cost-effectively. While social media engagement has many benefits, it also raises legal risks. This session will address potential liability associated with social media activities, including copyright and trademark, defamation, privacy, and antitrust; and it will review Web site disclaimers, terms of use, and social media policies for association staff, volunteers, and members designed to minimize such liability.

Learning Objectives:
  • The sources of potential liability associated with social media activities
  • Ways in which to mitigate/avoid liability by using disclaimers, access agreements, etc.
  • The benefits, and essential terms, of a social media policy


11:15-11:45 a.m.
Contractual Relations: The Courtship of Negotiation
Presented by Caitlin Podbielski, Vedder Price

Successful relationships begin with successful negotiations. Using commonly negotiated contract terms, this session will explore effective (and ineffective) strategies for reaching a meeting of the minds. Topics will include drafting and communication techniques, with a particular focus on performance accountability, risk allocation, and termination concepts.

Learning Objectives:
  • Breakup with the Boilerplate – Reexamine commonly used (or misused) boilerplate provisions;
  • Redefine Boundaries – Think creatively about risk allocation; and
  • Plan for the Divorce – Understand the value of a thoughtful termination clause


11:45-12:15 p.m.
Current Legal Issues In Hotel Contracts and Negotiations
Presented by Jon Howe, Howe & Hutton, Ltd.

This session will address the ongoing dynamic changes occurring in hotel contracts as a result of the increasing market demands by owners and the economy. New wrinkles as well as dynamic changes in contracts are an ongoing concern. Privacy laws as well as contracts being used to shift liability from the hotel to the organization present new hazards. Emphasis in this session will be on the “what to watch fors.”

Learning Objectives:
  • Have a better appreciation of the market demands and economy in limiting the amount of flexibility in hotel contract negotiations;
  • Learn about new and old clauses that are appearing in contracts that could be detrimental to your organization;
  • Have an understanding of the new dynamics in the industry leading to negotiating points.


1:15-1:45 p.m.
Certification and Accreditation: Managing Association Legal Risks
Presented by George Constantine, Venable LLP

Association that engage in credentialing activities must manage risks on antitrust and other legal fronts. Recent developments in the courts show a heightened focus on matters related to associations in this arena.

Learning Objectives:
  • Following internal processes to lessen the risk of legal liability in credentialing
  • Balancing due process obligations while maintaining a robust and effective accreditation program
  • Identifying and avoiding antitrust risks with standard-setting


1:45-2:30 p.m.
Identifying and Navigating Conflict of Interests in Associations
Presented by Julie B. Kulovits, North American Spine Society

This session will address conflict of interests for the attorney representing a corporation (either on an in-house or outside generalist basis). This session will dive into some common conflict of interest scenarios that may arise, identify the applicable authority, and discuss practically how to deal with these sensitive situations.

Learning Objectives:
  • Identify how to spot, navigate, and understand the relevant authority regarding conflicts of interests with the association’s employees
  • Identify how to spot, navigate, and understand the relevant authority regarding conflicts of interests with entities affiliated with the association
  • Identify how to spot, navigate, and understand the relevant authority regarding conflicts of interest between reporting structure and fiduciary duties to the board of directors (if in conflict)


2:30-3:00 p.m.
™ ® ©…Oh my! A Practical Look at Trademark and Copyright Issues in the Not-For-Profit World
Presented by Kimberly Pendo, Chicago Law Partners, LLC

Understanding how best to protect and use intellectual property is increasingly difficult in the age of open access, Creative Commons, social media, YouTube, Instagram, Facebook, and other social media platforms. This session will explore the difference between copyright and trademark law, what to trademark (and when), using photographs found on the internet, and the importance of speaker agreements and photo releases.

Learning Objectives:
  • Copyright and trademark issues important to an association’s everyday business
  • The intersection between copyright law, privacy & photographs
  • The importance of speaker agreements and photo releases


3:15-4:00 p.m.
Key Employment Issues for Non-Profits
Presented by Thomas E. Deer, Ogletree Deakins

Litigation risks and compliance headaches continue to bedevil non-profits. From laws that have been on the books for years such as the Fair Labor Standards Act, to emerging issues such as the “Me Too” movement, to new state and local laws covering non-profits, complying with the law, and avoiding litigation, has never been harder.

Learning Objectives:
  • Gain confidence that your payroll practices are compliant with federal and Illinois state law
  • Learn how to respond if your organization is faced with a “Me Too” complaint
  • Be updated on the recent changes to Illinois and federal law as they impact non-profits


4:00-4:45 p.m.
Hot Tax Topics
Presented by Paula Goedert, Barnes & Thornburg LLP and Jim Quaid, Ostrow Reisin Berk & Abrams, Ltd.

This session will provide an overview of new developments in tax issues, including royalties, benefits, and IRS audit issues.

Learning Objectives:
  • Improve Form 990 reporting
  • Restructure common contracts to minimize taxes
  • Protect the non-profit by better preparation for IRS audits

Speakers

Susan Feingold Carlson is a founding Member of Chicago Law Partners, LLC. Her practice is focused on counseling trade and professional associations, certifying boards, educational foundations and other nonprofit organizations on all aspects of their corporate governance and operations, including antitrust, contract, tax, credentialing, intellectual property, healthcare, publishing, liability, chapter and affiliate relations, meeting and convention, and membership matters.

George Constantine is the leader of Venable’s associations practice and co-Chair of the firm’s Regulatory Group. George concentrates his practice on providing legal counseling to nonprofit organizations, including trade associations, professional societies, advocacy groups, charities, and other entities.

Tom Deer is a shareholder in the Chicago office of Ogletree Deakins. Tom has a national practice advising clients on all aspects of workplace law and defending clients in litigation across the United States. Tom’s clients range from Fortune 500 client to local, privately held businesses. Tom is an honors graduate of both Yale University and the Indiana University Mauer School of Law. Tom has been recognized in Best Lawyers every year since at least 2006.

Paula Cozzi Goedert chairs the Associations and Foundations practice group at Barnes & Thornburg LLP in Chicago. Her practice focuses on the representation of associations and charities.

Jonathan T. Howe, Esq. of Howe & Hutton, Ltd. is general counsel for several organizations in the hospitality industry and serves as special advisor to the American Bar Association Standing Committee on Meetings & Travel. He was named Hospitality Industry Attorney of the Year by the Academy of Hospitality Industry Attorneys. Howe is well known for his prolific writing in the field as well as in association management. He serves as General Counsel to the U.S. Chamber of Commerce Association Committee of 100, among many others, and is a past chair of the ASAE Legal Section Council. He is an ASAE Fellow.

Julie Kulovits is the General Counsel for the North American Spine Society, a multidisciplinary medical association. Prior to that she worked in private practice for The Collins Law Firm, P.C. where she handled a variety of corporate and non-profit matters.

Raz Miutescu is a technology and information governance attorney with Whiteford, Taylor & Preston. His practice focuses on privacy; data security; information technology transactions; licensing; and data management, including data broker transactions, cloud services, and distributed ledgers/blockchain technology matters.

Kimberly Pendo, a founding Member of Chicago Law Partners, LLC, counsels not-for-profit organizations on all aspects of their business and operations. As general counsel to a wide range of organizations, Kimberly advises her clients on corporate organization and governance issues, trademark and other intellectual property questions, licensing and publishing agreements, certification and credentialing, hotel and meetings, antitrust matters, mergers & acquisitions, grants, tax issues, contract negotiations and a variety of other issues affecting her clients’ day-to-day business.

Caitlin Podbielski is a member of the Health Care and Professional Associations group at Vedder Price. She regularly counsels a variety of tax-exempt organizations, including organizations exempt under Section 501(c)(3), (c)(4), (c)(6) and (c)(7) of the Internal Revenue Code, on a variety of issues ranging from governance matters and exempt status compliance, state and federal privacy and disclosure law obligations, vendor and third party contracting and relationship management, with a particular focus on clinical data registry networks.

Jim Quaid is Chair of the Not-for-Profit Group for ORBA in Chicago. He provides auditing, accounting and tax services for non-profit organizations.