Click here for the governance checklist.
With two or more competitors in an industry gathering together, it is critical to avoid discussions that may lead to anti-trust violations. The Federal Trade Commission (FTC) recommends trade associations have a “measure of anti-trust avoidance” in place. Record annually in meeting minutes that leaders have been advised not to violate anti-trust laws. A policy of anti-trust avoidance exists. TEMSA records its anti-trust statements in the meeting minutes.
Click here to read TEMSA’s policy.
Click here for an overview of the board responsibilities. Click here or on the graphic below to see a two page outline of Board Responsibilities.
Bylaws & Articles of Incorporation
An association must have a set of articles of incorporation and a set of bylaws. Amended bylaws must be sent to the Texas Secretary of State’s office.
TEMSA Articles of Incorporation:
TEMSA Tax Determination Letter:
TEMSA Conversion Letter:
Conflicts of Interest
Good governance includes a policy to disclose conflicts on a consistent and regular basis. Board members understand that response to disclosure can range from documentation to request for recusal or resignation. A conflict of interest form is distributed and kept by TEMSA’s office. TEMSA reads the disclosure statement at the beginning of each board meeting:
In addition, TEMSA records a list of board member financial disclosures at several board meetings each year. Refer to the meeting minutes.
The board is responsible for the assets of the organization. Tools for monitoring and reporting financial assets include:
- Annual budget.
- Financial reports.
- Investment policy.
TEMSA follows the following measures to ensure accountability:
- The budget is approved annually and noted in the minutes.
- Financial statements are presented and accepted at every board meeting.
- Policy exists on conducting an audit, review, or compilation by an independent financial professional.
- An investment policy exists for savings/reserves.
- Board is conversant in budget and finances.
- Board knows the ratio of dues to non-dues income.
- Board understands ratio of savings to annual budget.
- Minutes reflect that the board has conducted its due diligence at meetings.
- Safeguards and policies are in place to protect assets.
- Awareness exists that the CPA is accountable to the board.
- Policy on check signing and credit card usage.
- Reimbursement guidelines and documentation by receipts.
The executive director handles the bookkeeping through QuickBooks. TEMSA’s secretary/treasurer addresses bookkeeping questions. Bank statements and reconciled files are presented to the board prior to each board meeting. Income statements are presented at each board meeting.
Wayne Barton of Squyres, Johnson, Squyres and Co. in Tyler is responsible for preparing TOA’s annual 990 filing and answering any IRS-related questions.
TEMSA’s bylaws require the organization to hold D&O insurance to protect the organization. TEMSA purchases event insurance for the annual conference. Mike Pennington of Reata Insurance Group handles all of TEMSA’s insurance.
TEMSA provides an analysis of its performance for each board meeting to ensure the board that TEMSA is among the best.
TEMSA keeps all of its approved meeting minutes in one place and are safeguarded perpetually in TEMSA’s hard drive and on this web page. TEMSA has the following policies related to meeting minutes:
- Minutes record actions and motions. They may include self-serving statements.
- Minutes are not a place to record directors’ notes and reminders.
- Audio recordings are discouraged.
- Minutes are approved by motion of the board.
- Document decisions of the executive committee.
- Proof that an annual corporate meeting exists.
Meeting minutes can be found here.
A membership organization is required to give notice to members that (1) dues are not deductible as a charitable expense, and (2) a portion of the dues were used for “direct lobbying.” TEMSA includes a non-deductibility notice on all membership applications and dues renewals. TEMSA indicates the percentage of lobbying to members every year and keeps a record of such notices to support an audit inquiry.
TEMSA’s mission is to ensure…
The mission is the organization’s purpose for existence, and nearly all discussions, actions, and resources should center around the mission statement. Mission creep or drift are actions that neglect the purpose for existence. The mission should be kept in front of the board, committees, staff, and stakeholders as often as possible and should be easy to articulate. It should be amended or affirmed by the board every three years.
Public Records – Federal
The following documents are required by the IRS and are open to the public: Click here to view TEMSA’s IRS 990 annual filings.
Public Records – State
The following documents are required by the state of Texas and are open to the public: An annual filing with the Texas Comptroller Office to indicate no tax due. The accountant handles it. A regular filing every three years or whenever a new bylaw is passed with the Texas Secretary of State.
Examples of subsidiaries include a political action committee and a foundation. TEMSA does not have any subsidiaries.
Unrelated Business Income
TOA is a 501(c)(6) organization whose income is generally exempt from taxes. However, some un-related business income could be taxed:
- Rental income.
- Royalty income and endorsements.
- Sponsorship income is exempt and advertising income is taxed.