[sac-board] Re: [Fwd: Re: SAC insurance]

Thad,

No, I don't think you're missing anything. I respectfully disagree with 
Kimball's statement that
incorporation will not protect the officers and directors. This is precisely 
the reason that many
small companies organize as either a corporation or LLC. A business operated as 
a sole
proprietorship or general partnership offers no such protection as there is no 
legal separation
between the business and business owner. There are also tax incentives and 
other financial reasons
to incorporate, but they don't really apply to SAC as it exists today. The club 
owns no real
property (or has plans to) and our tax burden is small.

Kimball offered one scenario in which he felt incorporation wouldn't offer as 
much protection as a
carefully crafted liability waiver. This may be true in some cases, not so in 
others. I'm sure you
could find a lawyer who would offer a different opinion... after all, the legal 
practice is all
about interpreting the law.

Anyway, I think that I've offered my share of opinions on the subject (and then 
some). As stated
earlier, this is really an academic discussion for me, as I am not an officer 
or director. I trust
that those who are will do what they feel is best for the club.

Peter  

-----Original Message-----
From: sac-board-bounce@xxxxxxxxxxxxx [mailto:sac-board-bounce@xxxxxxxxxxxxx] On 
Behalf Of Thad
Robosson
Sent: Wednesday, July 20, 2005 8:29 AM
To: sac-board@xxxxxxxxxxxxx
Subject: [sac-board] Re: [Fwd: Re: SAC insurance]

Peter, am I missing something here?  Kimball's statement that AJ posted appears 
to be in conflict
with your above thinking.

Specifically......
[quote]
Incorporation of SAC is not a real solution per se, by way of seeking 
additional protection. While
it would arguably protect members as such, it would do little to protect the 
Officers and
Boardmembers of SAC themselves, while acting as such. Most actions of SAC 
areBoard or Officer
determined. The claim would be that the Board, Officers or all of them acted 
negligently and
therefore outside the scope of their corporate authority. It is difficult to 
argue that they were
authorized to act negligently by the corporation in most cases. While there are 
defenses, reasonable
certainly does not attend them. Though not expensive, incorporation would not 
likely be cost
effective. What the Board and Officerscould and should do is require event 
participants to sign a
release as a condition of participation in the event. This would require some 
paperwork, but it is
worthwhile.
[/quote]


I get the distinct feeling that we're not going to be finishing this topic in 
any short time, but I
do encourage, and indeed ask, that we keep the discussion going so that we can 
(hopefully)
understand the best course of action.

Thanks for all the input, let's keep it rolling.

Thad

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