Finance and Governance FAQs

Standards of Good Business Practice

Robert’s Rules of Order Revised

       Parliamentary Procedure

       The Steps to Obtain Action

       Definitions

       Standing Order of Business

       Motions

       Debate

       Voting

       Boards and Committees

       Officers and Minutes

       Nominations and Elections

990 Filing Requirements

       Copies

Forms and Instructions

Tax Tips for Chapters/Affiliates

Retention Guidelines

       Board of Directors Documents

       Correspondence

       Non-Board Committees and Task Forces

       Organization Documents

       Legal

       Members

       Elections

       Government Affairs

       Publications

       Other

Directors and Officers Liability Insurance Options

Standards of Good Business Practice

I am a member of the Global Business Travel Association, and, as a member, I espouse the following Standards of Good Business Practice, thereby assuring public confidence in the integrity and service of business travel professionals.

I have a duty to observe the law, uphold the dignity and honor of the profession and behave in accordance with its ethical principles by maintaining the highest standards of professional and personal conduct.

I have a responsibility to practice my profession in an objective manner following recognized business travel principles.

I shall conduct myself without conflict of interest and will avoid circumstances where compromise of professional conduct or conflict of interest may arise.

My conduct will be such that others will perceive my actions to be objective and not attempts for personal gain.

I shall not use my position within a company and/or in a volunteer position within GBTA to secure special privileges, gain or benefit for myself or for others.

I shall not solicit or accept gifts, favors or services that could place me under obligation or in a position of conflict.

I shall present all information and facts honestly, objectively and without bias.

I shall apply personal and professional integrity to all dealings; and I shall give credit to the work of others.

I shall inform each client, supplier or employer of any business connections, interest or personal affiliations which might influence or appear to influence my judgment.

I shall not disclose information concerning the business affairs or technical processes of any present or former employer, client or supplier without the consent of the party involved.

Top of page

Robert’s Rules of Order Revised

By General Henry M. Robert
Revised Copyright 1996

The object of Rules of Order is to assist an organization to accomplish, in the best possible manner, the work for which it was designed. To do this it is necessary to restrain people to do what they please when it is incompatible with the interests of the whole. Experience has shown the importance of definiteness in the law. No society should attempt to conduct business without having adopted some work upon the subject as the authority in all cases not covered by its own special rules.

While it is important that an organization has good rules, it is more important that it be not without some rules to govern its proceedings.  Therefore, Robert’s Rules of Order Revised (Copyright 1996) should be the adopted set of rules followed by all who conduct meetings or hold assemblies.

The following document outlines the highlights of Robert’s Rules of Order Revised.  A complete document can be obtained from the library, a bookstore or via the Internet onwww.refdesk.com.   Sections highlighted include:

  • Definitions

  • Standing order of business when conducting a regular meeting

  • Motions

  • Debate

  • Voting

  • Boards and Committees

  • The officers and the minutes

  • Nominations and elections

  • Constitutions, By-laws, Rules of Order, Standing Rules and amendment procedures of each

Parliamentary Procedure

One of the action items generated at a past CPC meeting was to have a breakout session at a future meeting on Robert’s Rules of Order.  The objective is to help facilitate a better understanding of how the CPC quarterly meetings are conducted.

During our meeting, it was suggested that the procedure to make a motion be reemphasized to our members. In response to that request, the CPC board would like to provide the following description of the types of motions that are included in the “Roberts Rules in Plain English”, Copyright 1997, publication for your reference.

MOTIONS:

“Motions are the tools used to introduce business in a meeting. No business can be introduced without a motion. There are two kinds of motions, main motions and secondary motions.”

Main Motions.  A main motion is defined as a proposal that certain action be taken or an opinion be expressed by the group. Main motions allow a group to do its work. They are the motions that spend money, adept projects, etc. The words to use are, “ I MOVE.”

Secondary Motions.  A secondary motion is one, which can be made, while the main motion is on the floor and before it has been decided.

Secondary motions are divided into three classes which relate to their use in parliamentary procedure. Those classes are subsidiary motions, privileged motions, and incidental motions.

Subsidiary Motions.  Subsidiary motions relate directly to the motion on the floor. They may change the words, send it to a committee, delay it, etc. They are designed to expedite business by disposing of the pending motion other than by adopting or rejecting it. Subsidiary motions are the class of motions most frequently used in meetings.

Privileged Motions.  Privileged motions are motions of an emergency nature, such as to recess or adjourn. They do not relate to the motion on the floor but to the welfare of the group. They are of high rank and must be handled before any other business that may be pending.

Incidental Motions.  Incidental motions are procedural. They deal with process, such as enforcing proper procedure, correcting errors, verifying votes, etc. When introduced, they must be decided before business can resume.

The Steps to Obtain Action

  • A Member requests the floor

  • The Floor is assigned

  • The Motion is made

  • The Motion is seconded

  • The Chair states the motion

  • Debate is held

  • The Chair puts the question to a vote

  • The Chair announces the vote

Rules That Govern Main Motions

  • Cannot interrupt a member who has been assigned the floor

  • Require a second, unless the motion is from a committee

  • Can be debated

  • Can be amended

  • Require a majority vote

Other Points

  • The Chair can require a long motion to be submitted in writing.

  • The maker of the motion has first right to speak to it.

  • A member can vote against his own motion, but cannot speak against it.

  • A member can modify his own motion before it is stated by the Chair. The member can also offer an amendment after his motion has been stated by the Chair.

  • A member can withdraw his motion up to the time it has been stated by the chair, and after that he must have permission from the group.

The Chair should Rule Out of Order Motions that:

  • Conflict with the law or with the bylaws

  • Repeat the same question on the same day

  • Conflict with an already adopted motion

  • Operate outside the scope or object of the organization

  • Conflict or repeat motions held in committee

  • Appear dilatory, incorrect, frivolous, or rude

Please note: “Roberts Rules in Plain English” presents only those subsidiary, privileged, and incidental motions that are the most commonly used. The current edition of “Roberts Rules of Order Newly Revised” deals in detail with all motions.

Top of page 

Definitions

Accepting a report:  The same as adopting a report and the acceptance must be decided before the pending question (if one has been raised).

Chair:  The presiding officer, whether temporary or permanent.

Meeting and Session:  Meeting is an assembling of the members of a body for any length of time during which they do not separate for any longer than a few minutes (as the morning meeting or evening meeting of a convention).  In an organization with rules providing for regular meetings every week, month, etc., each of these regular meetings is a separate session.  A called or special meeting is a session.  Should a regular or special meeting adjourn to meet another time, the adjourned meeting is a continuation of the session, not a separate one.  In the case of a convention holding a meeting every year or two, or a series of meetings lasting several days, the entire series of meetings constitute one session.

Motions:

  • Main Motion:  One that is made to bring before the organization on any particular subject.  No main motion can be made when another motion is pending.

  • Subsidiary Motion:  One that may be applied to a motion for the purpose of modifying it, delaying action on it or disposing of it.

  • Privileged Motion:  One that has such urgency or importance as to require it to take precedence over all other motions. 

  • Incidental Motion:  One that arises out of another question which is pending or has just been pending and must be decided before the pending question or before other business is taken up. 

Pending and Immediately Pending:  A question is said to be pending when it has been stated by the Chair and has not yet been disposed of either permanently or temporarily.  When several questions are pending, the one last stated by the Chair, and therefore the one to be first disposed of, is said to be the immediately pending question.

Plurality, Majority and Two-thirds Vote:  In an election, a candidate has a plurality when he has a larger vote than any other candidate; he has a majority when he has more than half of the votes cast, ignoring blanks.  In an organization, a plurality never elects except by a rule to that effect.  A majority vote also means a majority of votes cast, ignoring blanks, at a legal meeting and when a quorum is present.  A two-thirds vote is two-thirds of the votes cast. 

Previous Question:  This is the name given to the motion to close debate and at once to take the vote on the immediately pending question and such other questions as are specified in the motion.

Quorum:  The number as must be present in order that business can be legally transacted.  The quorum refers to the number present, not to the number voting. 

Special Order:  The discussion of a certain topic to be considered at a specific time.  A special order requires a two-thirds vote.  All rules that would interfere with the special order consideration are suspended.

Substitute:  An amendment where an entire resolution, section, or one or more paragraphs is struck out and another resolution, section or one or more paragraphs is inserted in its place.

Top of page

Standing Order of Business When Conducting a Regular Meeting:

1. When the fixed hour for the meeting to begin arrives, the presiding officer takes the chair and calls the meeting to order.

2. The Chair directs the Secretary to read the minutes of the last meeting. 

3. The Chair asks, “Are there any corrections to the minutes?” once the reading of the minutes is complete.  If no corrections, the Chair will add, “There being none, the minutes stand approved as read.”  If any corrections are suggested, the Secretary makes the corrections unless there is opposition.  If there is a difference of opinion, some one moves to amend the minutes, or the Chair, without waiting for a motion, may put the question on the amendment that has been suggested.  When this has settled, the Chair asks, “Are there any further corrections (or amendments) to the minutes?”  If there is no response, the Chair adds, “There being none, the minutes stand approved as corrected.” 

4. The Chair requests for reports of all Board Members and Standing Committees. 

5. The Chair requests for reports of Special (or Select) Committees.

6. The Chair calls for Special Orders. 

7. The Chair calls for Unfinished Business and General Orders (these are terms to describe Old Business.  The order of discussion is:  (1) the business pending and undisposed of at the previous meeting (which is called Unfinished Business; (2) the business that was on the calendar for the previous meeting and were not disposed of (which is called General Orders); and (3) the business postponed to this meeting that have not been disposed of (which is also called General Orders).

8. The Chair calls for New Business.

The Secretary should always have an Order of Business for use by the Chair, showing everything that is to come.  The Chair, as soon as one thing is disposed of, should announce the next business in order.  The Chair should always keep control of the business.  If it is desired to transact business out of its order, it is necessary to suspend the rules, which can be done by a two-thirds vote.

Top of page

Motions:

A Main or Principal Motion is a motion made to bring before the organization, for its consideration, any particular subject.  It cannot be made when any other question is before the organization, however, it yields to all Privileged, Incidental and Subsidiary Motions.  Which means, while a Main or Principal Motion is pending, a Privileged, Incidental or Subsidiary Motion can be made.

Main Motions are debatable, subject to amendment and can have a Subsidiary Motion applied to them.  When a Main Motion is tabled or postponed to a certain time, it carries with it all pending Subsidiary Motions.  If a Main Motion is referred to a Committee, it carries with it only the pending amendments.

As a general rule, Main Motions require only a majority of the votes cast.  Amendments to Constitutions, By-laws and Rules of Order are forms of Main Motions but require a two-thirds vote for their adoption unless otherwise specified within these documents.

Main Motions may be subdivided into Original Main Motions and Incidental Main Motions.  Original Main Motions are those, which bring before the organization some new subject upon which action is desired.  Incidental Main Motions are those that relate to the business of the organization or the organization’s past or future action. 

Examples of Incidental Main Motions:

1. Accept or adopt a report

2. Adjourn

3. Appoint the time and place for the next meeting

4. Amend the Constitution, By-laws, Standing Rules of Order or Resolutions

5. Rescind or repeal action taken

Top of page

A Subsidiary Motion is applied to other motions for the purpose of disposing of them.  By means of a Subsidiary Motion, the original motion may be modified, have action postponed or have it referred to a committee for future investigation and reporting.  Subsidiary Motions may be applied to any Main Motion and when done so, they supersede the Main Motion and must be decided before the Main Motion can be acted upon.  Examples of Subsidiary Motions are (in order of precedence):

1. Lay on the table

2. The Previous Question

3. Limit or extend limits of debate

4. Postpone definitely or to a certain time

5. Commit or refer, or recommit

6. Amend

7. Postpone indefinitely

An Incidental Motion arises out of another question, which is pending and therefore takes precedence of and must be decided before the question out of which they rise is decided.  They are usually not debatable motions and most often cannot be amended.  Examples of Incidental Motions are:

1. Questions of order and appeal

2. Suspension of rules

3. Objection to the consideration of a question

4. Division of a question and consideration by paragraph

5. Division of the organization and motions relating to methods of voting, to closing or to reopening the polls

6. Motions relating to methods of making, to closing or to reopening nominations

7. Requests growing out of business pending or that has been pending; parliamentary inquiry; a request for information, for leave to

withdraw a motion, to read papers, or to be excused from duty or any other privilege

Top of page

A Privileged Motion is of so great importance as to require them to take precedence over all other questions.   They are undebatable.  They cannot have Subsidiary Motions applied to them except the motion to fix the time to for adjournment or recess.  Examples of Privileged Motions are:

  • Fix the time to adjourn (if made while another question is pending)

  • Adjourn (if it will not dissolve the organization)

  • Take a recess (if made while another question is pending)

  • Raise a question of privilege (questions relating to the rights and privileges given to the members of the organization)

  • Call for orders of the day (a demand the organization adhere to its program or order of business)

Debate:

The right of members to debate and make motions cannot be cut off by the Chair putting a question to vote so rapidly as to prevent members getting the floor.  Even after the Chair has announced the vote, if it is found that a member arose and addressed the Chair with reasonable promptness, that member is entitled to the floor.  But if the Chair gives ample opportunity for members to claim the floor before putting the question to vote and members do not avail themselves of it, they cannot claim the right of debate after the voting has commenced.

In a debate, members must confine themselves to the question before the organization and avoid personalities.  In referring to another member, they should avoid using the member’s name but rather refer to that member as “the last speaker” or “the Committee Chairperson”.  Officers of an organization should always be referred to by their official title.  Remember:  it is not the man but the measure that is the subject of debate.

If a member desires to ask a question during the debate, the Chair must recognize the member and all conversation must be directed to the Chair.  If the speaker is not willing to consent to a question, the debate is carried on.  If the speaker consents to the question, the time consumed by the interruption comes out of the original speaker’s allotted debate time.  Normal debate time should not exceed ten minutes.  Members should not address one another during debate. 

Top of page

Voting:

The usual method of taking a vote is viva voce (by the voice).  In small assemblies the vote is often taken by “show of hands” or by “raising the right hand”.  Other methods of voting are by rising, by ballot, by roll call (often referred to is by “yeas” or “nays”), by general consent and by mail.  The responsibility of announcing the vote rests upon the Chair.  The Chair cannot have the vote taken by ballot or roll call unless it is required by the rules of the organization. 

When the vote is taken by voice or show of hands, any member has a right to require a division of the organization (having the affirmative rise, then the negative) so they may see how members vote.  When the vote is taken, it is the responsibility of the Chair to announce the vote results.

It is a general rule no one should vote on a question in which they have direct personal interest.  This does not prevent a member from voting for themselves for any office or position within an organization.  A member has a right to change their vote up to the time the vote is finally announced. 

Top of page

Boards and Committees:

Boards of Managers or Directors, Boards of Trustees or Executive Committees /Boards are essentially small groups, subordinate to the larger organization that appointed them.  Their duties, authority, meetings and quorum are defined by the larger organization.  Boards usually meet only annually or quarterly.  Boards are organized as any other organization with a Chair and a secretary, whom they elect if they are not appointed by the organization.  Frequently, the By-laws of an organization make its President and Secretary the official President and Secretary of the Board.  In small board meetings, formality is not necessary.  In a board meeting where not more than twelve are present, informality is generally allowed.  Boards are often constituted so that the term of office of one-third of its members expires each year.  However, in such case of the election of new officers, then a new board is elected at the same time.  All unfinished business falls away when the new board is elected.

Committees constitute a miniature organization, being able to act only when a quorum is present.  It is usual in organizations to have all preliminary work in the preparation of a matter requiring action performed by means of committees.  The two categories of committees are:

1. Standing Committee – appointed for a definite time.

2. Special Committee – appointed for a special purpose.

A Standing Committee must report on everything referred to it during the year.  The Chair of a Standing Committee may be elected or appointed. 

A Special Committee is appointed for a specific purpose and exists until the duty assigned it is accomplished or discharged.  Special Committees that have not reported cease to exist when the new officers of an organization are elected and assume their duties.  In the event a Special Committee is discharged or disbanded before their duties are accomplished, the Chair of the committee gives all documents relating to the committee work to the Secretary of the organization.

The Secretary of a committee does not record the minutes of the proceedings, but should keep a memorandum of the proceedings for the committee’s use. 

Top of page

Officers and Minutes:

The following information on officers and the formal minutes of an organization are highlights of their duties and importance:

President:

1. Responsible for opening the meetings, calling members to order, announcing the business before the organization and the order of the business to be discussed.

2. Recognizes members entitled to speak, state questions, call for the vote, announce the vote and protect the organization from annoyance.

3. Focus on expediting the business of the organization.

4. Allowed to vote by ballot or in the case where their vote will produce a tie.  They cannot vote twice…first to make a tie, then to give the deciding vote.

5. Should be familiar with parliamentary procedure, set the example of strict conformity, a person of executive ability who is capable of controlling organizational meetings.  A good rule to follow:  Never forget that to control others it is necessary to control one’s self.

6. Should be well versed in the organization’s Constitution, By-laws and Rules of Order. 

7. Should know all the business to come regularly before the organization and call for it in its regular order.

8. Never recognize a member or allow a member to speak until a motion has been seconded and the question has been stated.

9. Never interrupt members while speaking simply because you are the President and you know more about the matter. 

10. Never get excited.

11. Never show off as if you have superior knowledge.

12. Never be technical or stricter than is absolutely necessary for the good of the meeting.

Top of page

Secretary:

1. Main objective of this position is to be the recording officer of the organization and the custodian of its records, except such as are specifically assigned to others (like the Treasurer’s books).

2. All records kept by the Secretary are open records and available for inspection by any member.

3. The Secretary must keep a register or roll of all the members.

4. Should keep a book containing the Constitution, By-laws, Rules of Order and Standing Rules of the organization.

5. Must send out the notices of all called meetings and conduct the correspondence of the organization.

6. Should provide the order of business for each meeting showing the exact order of each item as it comes before the organization.

7. Must keep a record of the proceedings of the organization as statements of what was done and not what was said.

8. Never make criticisms or show favoritism within the organization’s records.

Treasurer:

1. Acts as the banker of an organization, holding the funds deposited and paying them out on the order of the President.

2. Must always file an annual report and should file quarterly reports.

3. Should be open to working with auditors for the purpose of approving the reports, or with an auditing committee when there are no auditors.

4. Always remember the financial report is made for the information of the members of the organization.  It is a broad, general view of the financial health of an organization.  Specific dates and details are reserved for auditing purposes.  The report should be simple but complete.

Top of page

The Minutes:

The record of the proceedings of an organization is usually called the Minutes, the Record or the Journal.  The essentials of the Minutes are:

1. Type of meeting (regular, special, called, etc.)

2. Name of the organization

3. Date and place of the meeting

4. Name of the presiding officer

5. Whether the minutes of the previous meeting were approved or their reading dispensed

6. All motions, points of order, appeals and the disposition of each

7. The hours of the meeting and time of adjournment

8. Signature by the President and Secretary of the organization

9. In the case where the minutes are not approved at the next meeting, there should be written at the end of the minutes the word “Approved” followed by the date and the signature of the Secretary.

Top of page

Nominations and Elections:

Before proceeding to an election to fill an office it is customary to nominate one or more candidates. This nomination is not necessary when the election is by ballot or roll call, as each member may vote for any eligible person whether nominated or not. When the vote is viva voce or by rising, the nomination is like a motion to fill a blank, the different names being repeated by the chair as they are made, and then the vote is taken on each in the order in which they were nominated, until one is elected. The nomination need not be seconded.

Sometimes a nominating ballot is taken in order to ascertain the preferences of the members. But in the election of the officers of a society it is more usual to have the nominations made by a committee. When the committee makes its report, which consists of a ticket, the chair asks if there are any other nominations, when the organization allows nominations to be made from the floor. The committee's nominations are treated just as if made by members from the floor, no vote being taken on accepting them. When the nominations are completed the assembly proceeds to the election.  Normally, the By-laws prescribe a method of voting. The usual method in permanent societies is by ballot.

An officer-elect takes possession of their office immediately, unless the rules specify the time. In most organizations it is necessary that this time be clearly designated.

Constitutions, By-laws, Rules of Order, Standing Rules and Amendment Procedures of Each:

The rules of an organization may be divided into these four classes. 

Constitutions.  The Constitution should contain only the following:

(1) Name and object of the organization
(2) Qualification of members
(3) Officers and their election
(4) Meetings of the organization
(5) Amendment procedures

These can be arranged in articles with subdivisions or sections. Nothing should be placed in the constitution that may be suspended or that is of a temporary nature. 

An incorporated organization frequently has no Constitution, the charter or Articles of Incorporation taking its place. The Constitution requires previous notice of an amendment and a two-thirds or majority vote for its adoption.  It is customary to appoint a committee to revise and submit for vote all amendments to the Constitution.

By-laws should include all the rules that are of such importance that they cannot be changed in any way without previous notice.  The By-laws must always provide for their amendment or suspension.  If not provided within the By-laws, they cannot be amended or suspended except in circumstances relating to the business procedures of the organization. 
Rules of Order should contain only the rules relating to the orderly transaction of business in the meetings and to the duties of the officers. There is no reason why most of these rules should not be the same for all organizations for there is great advantage in uniformity of procedure.  Organizations should adopt some generally accepted rules of order, or parliamentary manual, as their authority, and then adopt only such special rules of order as are needed to supplement their parliamentary authority.  Without such a rule, any one so disposed can cause great trouble in a meeting.

Rules of Order do not require notice of amendment or change.  They can be altered at any time by decision of the governing board of the organization.

Standing Rules should contain only such rules that may be adopted without previous notice by a majority vote at any business meeting.  Generally they are not adopted at the time an organization is formed, but from time to time, as they are needed.  An example of a Standing Rule would be “The meetings of this organization shall begin at 11:30 a.m. and end at 1:30 p.m.

Top of page

990 Filing Requirements - As of May 2015

General Rules:  The information contained below was found at irs.gov and is not comprehensive but provides a high level overview. Chapters/Affiliates are encouraged to seek advice from a CPA or call the IRS directly.

Form 990-N. If an organization normally has gross receipts of $50,000 or less, it must submit Form 990-N, Electronic Notice (e-Postcard) for Tax-Exempt Organizations Not Required To File Form 990 or 990-EZ, if it chooses not to file Form 990 or Form 990-EZ (with exceptions described below for certain section 509(a)(3) supporting organizations and for certain organizations described in Section B. Organizations Not Required To File Form 990 or 990-EZ, later.) See Appendix B for a discussion of gross receipts.

Form 990-EZ. If an organization has gross receipts less than $200,000 and total assets at the end of the tax year less than $500,000, it can choose to file Form 990-EZ, Short Form Return of Organization Exempt From Income Tax, instead of Form 990. See the Instructions for Form 990-EZ for more information. See the special rules below regarding controlling organizations under section 512(b)(13) and sponsoring organizations of donor advised funds.

If an organization eligible to submit the Form 990-N or file the Form 990-EZ chooses to file the Form 990, it must file a complete return.

For purposes of these rules,“gross receipts” means all revenue received by the chapter from all sources during the fiscal year, before deducting any costs or expenses.

New Chapters

Chapters/Affiliates that have been in existence for only one fiscal year must file Form 990 or 990-EZ only if their gross receipts in the first year exceed $37,500. Chapters/Affiliates in existence for only two fiscal years need to file Form 990 or 990-EZ only if their average annual gross receipts (for the two years) exceed $30,000.

Top of page

Due Date

Form 990, 990-EZ, or 990-N must be filed not later than 4½ months after the end of the chapter’s fiscal year.  A Chapter/Affiliate whose taxable year ends on December 31st must file by May 15th of the following year.  

An automatic 90-day extension of time to file Form 990 or 990-EZ may be obtained by filing Form 8868 before the due date. One additional 90-day extension may be obtained (for good cause) by filing another Form 8868 before the due date of the initial extension.  If the discretionary extension is denied, the Chapter /Affiliate ordinarily has 10 days from the date of the denial in which to file Form 990 or 990-EZ.  (As noted below, there is no monetary penalty for failing to timely file Form 990-N, so no extension is necessary.

Form 990 or 990-EZ, and Form 8868, are considered to be timely filed if the envelope is postmarked on or before the due date.  To obtain proof of the mailing date, it is usually best to send the return to the IRS by certified mail, return receipt requested, or by overnight delivery service, including Express Mail, FedEx, UPS, Airborne Express, and DHL.

Top of page

Penalties

A chapter/affiliate that does not timely (taking extensions into account) file a correct and complete Form 990 or 990-EZ is subject to a penalty of $20 per day, up to the lesser of $10,000 or 10% of the chapter’s/affiliate's gross receipts, per return. This penalty may be abated if the delay was due to good cause and was not willful.  The IRS is much less willing to abate penalties now than has previously been the case, so chapters that are late filing Form 990 or 990-EZ may find themselves owing substantial penalties.

There is no monetary penalty for failing to timely file Form 990-N.

Failure to file Form 990, 990-EZ, or 990-N for 3 years in a row results in automatic revocation of exemption, and the chapter/affiliate must re-apply for exemption.

Review by Legal Counsel or Accountant

Because Form 990 and 990-EZ require information pertinent to the chapter’s/affiliate's taxexempt status and liability for unrelated business income tax, and because the IRS and states are increasing their scrutiny of Form 990s, they should be reviewed by a knowledgeable tax lawyer or accountant before filing.

Top of page

Copies

The chapter/affiliate should retain a complete copy of each return filed, together with all attachments, in its permanent files. A copy should also be filed with the Chapter/Affiliate Annual Report.

Revised Form 990 

The IRS is redesigning Form 990, and different rules will apply with respect to taxable years beginning in 2008 and later years.  Transition rules that will be in effect for taxable years beginning in 2008 and 2009 mean that all chapters/affiliates will be able to file Form 990-EZ (instead of Form 990) for those years. 

Disclosure

Each Form 990 or 990-EZ filed by a chapter/affiliate must be available for public inspection at its principal office (this could be the President’s office), and at any other office having at least three employees, for three years after the date it is required to be filed.

Each Form 990 or 990-EZ filed by a chapter/affiliate must be provided to anyone who requests a copy in person or by mail, for three years after the date it is filed. If the request is made in person, the copy must be provided immediately. If the request is made by mail, the copy must be provided within 30 days. The Chapter/Affiliate may make a reasonable charge for copying and postage.

Chapters/Affiliates are not required to disclose or provide copies of Form 990-N.  However, the data filed by each Form 990-N filer is available through the IRS website.

Special rules apply to chapters without permanent offices.  For details on these disclosure requirements, see the instructions for Form 990, pages 12-15 (2007).>

Top of page

Forms and Instructions

All forms and instructions (other than Form 990-N) are available on the IRS website at
Click here for IRS Forms and Instructions

Questions?

Sr. Manager, Volunteer Relations - palgyer@gbta.org

Tax Tips for Chapters/Affiliates

Major Tax Issues Facing GBTA Chapters/Affiliates (501c6 exempt organizations)
Click to download excel spreadsheet.

Record Retention Policy

The ___________________ Association creates a wide variety of records for both internal office use and external uses, such as Board, Committee, and task force meetings and communications with members.  This policy identifies key records and describes the retention periods for hard copy and electronic forms of these records.  This policy will help ensure that ____ maintains essential records for tax, audit and historical purposes, while providing for the systematic destruction of documents based on government recordkeeping requirements and business needs.  Retention of records that are not otherwise necessary to conduct business is both expensive and inefficient, and could expose the Association to legal challenges based on outdated or irrelevant materials.

Generally, documents should be retained only so long as they are (1) necessary to the current conduct of ____ business; (2) required to be kept by statute or government regulation; (3) relevant to pending or foreseeable investigations or litigation.  Generally, drafts of documents should be destroyed after the document is in final form.

Courts make no distinction between electronic (e.g., email) and paper documents when ordering the production of discovery.  Therefore, this Policy applies to all documents and records, in whatever form, unless otherwise specified.  ____ records include documents or publications created by ____ employees, members, officers, the board of directors, and third parties employed by ____ for the purpose of communicating with members or managing the affairs of ____.

As a reminder, all records should be written with the expectation that they may be read by persons other than the intended recipient.  Thus, all documents should be drafted in a courteous and professional manner.  Although it may sound arcane, some sensitive communications should only occur orally.

This Policy also provides that confidential or privileged documents remain protected from disclosure.  Confidential records should be distributed on a “need to know” or “as needed” basis.  Documents with sensitive information should be secured and access or distribution limited.  Communications containing legal advice should be marked “Confidential and Privileged” and clearly identify the authors or recipients as lawyers.  Employees, officers or directors should not redistribute documents containing privileged attorney-client information without specific authorization from the attorney.

Documents should not be retained past the designated times set forth in this Policy.  In addition, all paper and electronic files should undergo periodic review by staff, at least annually, to ensure compliance with the Policy.

Top of page

Retention Guidelines

Board of Directors Documents

Document Type

Retention Period

Board books

Permanent

Board policies

Permanent

Regular and executive session minutes

Permanent

Regular and executive session agendas

6 years

Board Reports and related documents

6 years

Director’s chronological files

Discard after need no longer exists

(copies of outgoing correspondence and some original incoming correspondence, and memoranda to various internal and external individuals)

Board of Directors Committee documents

10 years

 
Correspondence

Any outgoing correspondence that expresses or explains an official ____ position or policy should be kept permanently, along with related incoming correspondence.  Otherwise, the following limits apply, unless separately noted elsewhere in this policy:

Drafts of correspondence

Discard after correspondence is sent in final form

General (members and prospective members)

2 years

General (public)

1 year

Top of page

Non-Board Committees and Task Forces

Agendas and meeting notes

Discard when minutes are approved

Committee annual reports

5 years

Committee budgets

5 years

Committee membership lists

10 years

Committee minutes

3 years

Committee records (general

3 years

Correspondence

3 years after committee/task force is terminated

Meetings and seminars (general)

3 years after committee/task force is terminated

Task Force minutes, budgets

3 years after task force is terminated

Organization Documents

Advertisements (for employment)

1 year

Annual meeting minutes and agendas

Permanent

Articles of Incorporation and Amendments

Permanent

Audit reports

7 years


Accident reports/claims

 

Active

Permanent

Settled

7 years after settled

Settled

7 years after settled

Bank reconciliations

7 years

Bank statements

7 years

Budgets

7 years

Bylaws

Permanent


Cancelled checks

 

Payroll

7 years

Routine payments

7 years

Important payments (taxes, property, etc.)

Permanent

Check register

7 years

Check register

7 years


Correspondence

 

General, routine (if ____ is originator

2 years

If forwarded to ____ for information

No longer than necessary or until disposition of related file

Important

Permanent

Depreciation Records

Permanent


Employment applications/resumes

 

Active employees

Permanent

Not hired

3 years

Expense reports

7 years

Financial statements

10 years


Insurance policies and records

 

Expired

10 years

Active

Permanent

Internal audit reports

6 years

Job descriptions

Until superseded

Ledgers

Permanent

Lists of members and committees

Permanent

Memoranda or staff notes

3 years

Mission statements

Permanent

Organizational charts

Permanent

Payroll records and summaries

10 years


Personnel files

 

Active/p>

Permanent

Terminated

7 years

Photographs

Permanent

Property records

Permanent

Tax returns and worksheets

Permanent

Timesheets/reports

7 years

Training manuals

Permanent

Vendor invoices

7 years

Vouchers (employees, board members and others for travel, entertainment

7 years

W-2 Forms

Permanent

Workers’ Compensation documents

10 years

Top of page/a>

<Legal

Claims and litigation

Permanent

Contracts

Permanent

Contracts – drafts

Discard after final contract is signed

Correspondence – legal

Permanent

Leases – cancelled

10 years

Trademark registrations and copyrights

Permanent

Members

Membership directory

Permanent

Membership applications

Permanent

Elections

Nomination and election files   Discard after need no longer exists

Government Affairs

Correspondence (general)

3 - 5 years (staff discretion)

Correspondence (positions)

Permanent

Lobbying reports

Permanent

Position statements/white papers

Permanent

Top of page

Publications

Directories

Permanent

Drafts of publications/p>

Discard after publication is in final form

Newsletters

Permanent

Press releases

Indefinite (review every 5 years)

Speeches

Indefinite (review every 2 years)

Other

Notes, correspondence related to task force committees

Discard after task force disbands

Registration forms and lists

7 years


Newsletters – commercial and outside

 

Organizations

2 years

 

Directors and Officers Liability Insurance Options

GBTA offers local chapter/affiliate leaders Director & Officer Professional Liability Insurance (D&O) through our insurance provider, AH&T Insurance, to protect the officers from claims and large settlements that can come from litigation and legal expenses to the limit of the policy amount.

AH&T Insurance
20 South King Street
Leesburg, VA 20175
Direct: 703.554-6737
Toll Free: 800.648.4807
Fax: 703-543-0732
bstewart@ahtins.com
www.ahtins.com

Top of page