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

Did anyone catch the 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 Board
members of SAC themselves, while acting as such. Most actions of SAC are
Board or Officer determined."  

Some of the past email made the assumption that the members were not at risk
as the club stands now.  If I read the above quote, that may not be so. So
with that argument any member of SAC could be at risk.  This makes it even
more important that the board takes the best route to protect itself and the
members it is responsible too.

Astronomy is a fun hobby, let's keep it that way.

Tom Hilton 

-----Original Message-----
From: sac-board-bounce@xxxxxxxxxxxxx [mailto:sac-board-bounce@xxxxxxxxxxxxx]
On Behalf Of Peter
Sent: 07/20/2005 5:55 PM
To: sac-board@xxxxxxxxxxxxx
Subject: [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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