Since its foundation, chapter leadership has been a fundamental part of ACC’s success. ACC’s decentralized structure has served our organization very well and uniquely positions ACC to best understand and support members’ needs. Melding the consistency and resources of our global organization with the entrepreneurial style of local leadership has in the past – and will continue  – to create a win/win for ACC members.
 
Many of us, as chapter leaders, however, have increasingly sought guidance in the performance of our responsibilities. In response to these requests, ACC Headquarters recently created a working group of chapter leaders representing chapters of various sizes. The group discussed key issues impacting governance, legal matters and financial issues, and identified both requirements and best practice recommendations in each of these areas. These requirements are not intended to burden or constrain chapter operations, but to provide consistency in key areas, thereby offering safeguards and efficiencies to ACC Headquarters and its chapters.

Of course, underlying these guidelines is our shared commitment to enhancing ACC’s image as “The In-house Bar Association,” through outstanding local and global leadership.

ACC Board of Directors

Chapter Working Group

• Peter Barr, Board of Directors of the Charlotte Chapter
• Jonathan Block, Director Emeritus of the Southern California Chapter
• Teresa Kennedy, Past President of the Georgia Chapter
• Jennifer Robbins, Past President of the Chicago Chapter
• Stanley Soper, Board of Directors of the Mountain West Chapter
• Jeffrey Walker, Past President of the Dallas Fort Worth Chapter

1. Programs—The primary objective of our program policies is to ensure that chapters are providing compelling social, educational, and networking opportunities for ACC members within their region.
   
   
   1. Requirements
      
      
      1. Chapters must provide the required number of programs that are either substantive in nature or networking opportunities for members. Chapter programs should include those that fulfill Continuing Legal Education (CLE) in states where required. Chapters with membership of up to 200 must provide a minimum of 4 educational programs per year. Chapters with membership of 201 or more must provide a minimum of 6 educational programs per year.
         
         
      2. Chapters generally have broad authority in selecting co-sponsors and scheduling programs or events. In very limited situations, however, co-sponsorships or chapter programs may actually compete with ACC and its programs. Because it is in our mutual best interests to avoid such competition, chapters must first consult with ACC Headquarters before committing to:
         
         
         1. Co-sponsorships with national organizations that compete with ACC for members or sponsors;
            
            
         2. Chapter events or programs (excluding regularly scheduled CLE programs) that compete with ACC’s global programs (webcasts, Annual Meeting programs, and the like) due to content, timing or location. Note that this policy does not apply to local bar associations, law firms, or other organizations that don’t compete with ACC.  Chapters are free to determine whether or not to co-sponsor events with non-competing organizations and/or to offer programs that don’t compete with ACC’s global programs without checking with ACC National. (See ACC Co-sponsorship Policy)
            
      3. Chapters must not hold a webcast on the same topic within ten business days as a global webcast. (See webcast policy.)
         
   2. Recommendations
      
      
      1. Institute a sponsorship policy outlining the responsibilities of your program sponsors and speakers, not just financial commitments to ensure quality control of programs. (See sample policies.)
         
         
      2. Include evaluations at all of your programs to help determine future topics and ensure quality control. This is not only important to do in states where there is a CLE requirement, you should also provide your members with every opportunity to provide comments to help the chapter enhance its operations. (See sample evaluations.)
         
         
      3. Use in-house speakers on your program panels whenever possible. The strength of ACC is in our focus on in-house needs, issues, and education. Chapter programs should reflect this perspective whenever possible.
         
2. Public Interest (Pro Bono/ Diversity/ Advocacy/ Community Service)  — The primary objective of our public interest policies is to ensure that chapters, committees, staff and the ACC Board are consistent with and supportive of one another as they engage the community on pro bono, diversity, advocacy and community service efforts.
   
   
   1. Requirements
      
      
      1. Chapters can take positions on local issues consistent with the Criteria for Policy Development, but in no event can a chapter take a position inconsistent with an existing ACC policy. (See ACC Policy Statement)
         
   2. Recommendations
      
      
      1. When starting a public interest initiative, chapters might want to consider prototype programs designed by ACC National (such as the initiatives with the Corporate Pro Bono Institute, Street Law Inc. and National Community Service Day), which could allow your chapter to leverage administrative materials already developed for chapter use.
         
         
      2. Chapters may want to coordinate with ACC’s committees for pre-planned programs that will appeal to a broad cross section of members.
         
         
      3. Chapters should review ACC’s statement on charitable donations when determining how to dispense funds.
3. Financial and Legal —The primary purpose of our financial and legal policies is to preserve the tax-free status of the organization and ensure that all fiduciary and legal obligations are satisfied. All local and global leaders have a vested interest in consistent adherence to these procedures across the entire organization. Lack of appropriate attention to financial reporting, tax requirements or legal policies can subject us all to tax audits or other regulatory scrutiny, increase the likelihood of possible legal claims or make reasonably-priced insurance unavailable to us in the future.
   
   
4. 1. Requirements
      1. Fiscal Year —Chapters must operate on ACC’s fiscal year (10/1–9/30).
         
         
      2. Required Reports —Chapters must submit the following annual reports to ACC Headquarters.
         
         
         1. Annual Chapter Activity Survey (reporting on chapter activities) (due early January);
            
            
         2. Chapter Leadership Reporting Form (providing names of officers and directors) (due within 10 days after any election of officers or directors);
            
            
         3. Annual Financial Report (reporting on chapter finances) (due early November); and
            
            
         4. Chapter Budget (due early November with Annual Financial Report). (See sample budgets.)  Note that chapter budgets must be re-submitted to ACC Headquarters after any material change in the overall chapter budget.
            
            *A timeline of chapter obligations, including these reports, may be found at www.acc.com/chapterleaders/presidentsmanual/financial/index.cfm.
            
      3. Unrelated Business Income—Unrelated business income, such as advertising sales, may produce taxable income.
         
         
         1. As a §501(c)(6) organization (a not-for-profit corporation), ACC is exempt from federal and state income taxes in most cases.
            
            
         2. Chapters must track all unrelated business income.
            
            
         3. Chapters should seek guidance from ACC Headquarters for projects that will generate material unrelated business income.
            
      4. 1099-MISC—Each year, chapters must issue a 1099-MISC to all independent contractors who are not incorporated that earned more than $600 in fees paid during the preceding tax year (1/1–12/31).
         
         
         1. The 1099-MISC must be provided to the contractor by no later than January 31.
            
            
         2. And to the IRS (with a transmittal 1096 form) no later than February 28.
            
            
         3. Information on the relevant filings can be found at www.irs.gov.
            
      5. Related Party Transactions—Chapters must not provide rebates/dividends to members or provide any compensation or benefits to chapter officers or directors. In addition, chapters must not engage in financial transactions with officers or directors or other insiders without prior guidance from ACC Headquarters. See also recommendation 10 below. Click here for a sample ethics policy.
         
         
      6. Written Administrator Agreements—If a chapter decides to engage an administrator, the terms of such engagement must be set forth in a written agreement. See also Recommendation 12 below. View sample administrator agreements here.
         
         
      7. Notice of Possible Claims—Chapters must immediately inform ACC Headquarters of the facts and circumstances surrounding:
         
         
         1. Any threatened or actual claim, litigation or governmental/quasi-governmental investigation;
            
            
         2. Any unasserted claim that is probable of assertion; or
            
            
         3. Any inquiry of any nature from the Internal Revenue Service or state or local taxing authority, or any other governmental authority.
            
            
      8. Records Retention—Establish a record retention policy governing all records. (See sample recommendation.)
         
         
         1. In accordance with the ACC Headquarters records retention policy, chapters should maintain monthly/quarterly financial reports, profit and loss (P&L) statements, credit card charges, expense reports, and bank statements for five years from the date of the record or event.
            
            
         2. Consider using the ACC extranet to manage important records for the chapter. ACC Headquarters can build an extranet or web-based password protected server that your board can connect to online to house and share important documents. For more information or to set up an extranet, email Tori Payne at payne@acc.com.
            
            
      9. Conflict of Interest—Create a written conflict of interest policy to ensure that the chapter does not jeopardize its tax status by engaging in transactions with officers and directors or other insiders that are not conducted at "arms" length or fair market value. See a sample conflict of interest statement here. Also see Related Party Transactions above.
         
         
      10. Joint Ventures—Chapters shall not enter into any joint ventures without the written permission of ACC Headquarters office in Washington D.C.
          
          
   2. Recommendations
      
   3. 1. Treasurer Reports—Chapter treasurers should provide a treasurers report at every board meeting. The report should contain at a minimum a P&L statement and a balance sheet. Ideally, the P&L statement should compare year-to-date income and expenses against the current budget.
         
         
      2. QuickBooks—Use the desktop or online version of QuickBooks to manage accounting processes, provide transparency of operations, and provide for easy transfer of financial information.
         
         
      3. Accounting Procedures—Adopt a set of accounting procedures that incorporate strong internal controls, the foundation of which is separation of duties. Since separation of duties is often difficult with a single administrator, it is important for the chapter treasurer to be actively involved to ensure proper management of chapter funds. See here for more information on internal controls.
         
         
      4. Cash vs. Accrual Basis—Small to mid-size chapters should operate on a cash basis (income and expenses are recognized when they occur upon receipt of a check or payment of a bill) as opposed to when they are due. Larger chapters may use an accrual accounting system for more accurate financial statements, but the year-end report must still be on a cash basis.
         
         
      5. Online Registration Services—Sign up for online registration services if you have a large volume of transactions or handle cash. The online registration service allows your members to register online with credit cards or electronic checks.
         
         
      6. Investment Policy—Establish an investment policy. See a sample investment policy here.
         
         
      7. Financial Audit—Conduct a financial review every 2–3 years. ACC Headquarters staff can assist.
         
         
      8. Financial Reserves—As 501(c)(6) organizations, chapters should deploy their excess funds in furtherance of ACC’s mission. For organizations like ACC, the industry-accepted practice is to maintain 3­–6 months of operating expenses as reserves. Chapters with reserves beyond those levels should consider a Stewardship Committee to review how best to deploy excess funds or consult http://www.acc.com/chapterleaders/presidentsmanual/financial/index.cfm for additional ideas.
         
         
      9. Additional Notice to ACC National—Consider notifying ACC Headquarters in advance of any large-scale or high-profile events such as large galas or day-long or multi-day conferences in order to verify that appropriate additional insureds are added to insurance policies and certificates of insurance are provided where required.
         
         
      10. Engaging an Administrator—Contracting with a chapter administrator or executive director can be a great help to a chapter but can also be a source of liability. If hiring a chapter administrator or executive director, chapters should review and be familiar with the checklist on hiring and evaluating an administrator here. Also view the “Employees vs. Consultants” checklist here.
5. Governance/Operations - The primary purpose of our governance policies are to consistently address key governance issues and suggest best practices for more efficient and effective operations, while recognizing that each Chapter’s unique situation will dictate how to best implement these practices.
   
   
6. 1. Requirements
      
      
      1. Governance Documents—key documents include:
         
         
         1. Articles of Incorporation
            
            
         2. Bylaws
            
            
         3. Amendments to Bylaws*
            
            
         4. Minutes of Board meetings
            
            * Amendments to Chapter Bylaws must be approved by ACC Headquarters (Jim Merklinger at merklinger@acc.com) to ensure that no changes proposed conflict with state requirements for non-profit entities.
            
      2. Officers and Directors—Chapter Bylaws shall include:
         
         
         1. Terms of office, including limits of two (2) years as chapter president and limits of 2 years as chapter treasurer, (see sample term limit clause here);
            
            
         2. Duties of officers, directors, and committee chairs;
            
            
         3. Requirements for reports of all officers and committee chairs at Board meetings.
            
      3. Chapter Operations—Chapter Bylaws should describe:
         
         
         1. Essential mechanics for, and minimum frequency of, meetings of the Board and chapter
            
            
         2. Requirements for election of officers and directors at an annual meeting
            
            
         3. Process for filling of vacancies
            
            
         4. Committee structure, membership requirements, voting provisions, and amendment process
            
            
      4. Delegation of Authority—Chapter bylaws or Board resolutions shall outline standards through which a member may commit the chapter to financial obligations or contracts. (See sample clause here)
         
         
      5. Commitment to Ethics—Chapters shall embrace a high-level commitment to ethics and integrity, including avoidance of actual or apparent conflicts of interest. Each chapter should communicate this commitment to its Board, volunteer leaders, chapter administrators and executive directors, and all others representing the chapter to the community. Each chapter should determine how to best implement and ensure compliance with its ethics policy such that it will foster and maintain a culture of integrity.
         
         
      6. Commitment to Dynamic Continuing Leadership —The most vibrant, healthy chapters in the ACC are chapters that involve many chapter members as volunteer leaders in their chapter.  Chapters shall strive to cultivate and nurture new leaders from its membership in order to encourage innovative member service and to ensure continuing leadership for the chapter.  While each chapter may determine how best to pursue this goal, each chapter must, by no later than October 1, 2009, demonstrate that it has taken specific and appropriate steps to institutionalize this commitment, particularly with respect to board leadership.  Term limits on board service would be one excellent example of an appropriate action in connection with this requirement.
         
         
   2. Recommendations
      
      
      1. Training
         
         
         1. Send a representative to bi-annual training meetings (Leadership Development Institute) to expose upcoming officers to operations of other chapters and new services offered by ACC Headquarters’ Office.
            
            
         2. Send your chapter administrator to ACC’s annual training program for administrators and executive directors.
            
            
      2. Records
         
         
         1. Establish a record retention policy (See sample policies.) 
            
            
         2. Use the ACC extranet to manage important records for the chapter. ACC can build an extranet or web-based password protected server that your board can connect to online to house and share important documents. For more information or to set up an extranet, email Tori Payne at payne@acc.com.
            
            
      3. Board Membership
         
         
         1. Create a succession plan.
            
            
         2. Require your board members to attend a specific amount of board meetings (See sample attendance statement here.)
            
            
         3. Prepare and provide each board member with a board manual. The manual can serve both as an orientation handbook for new board members, and a resource for all board members. Include information about current and past board members, each board member’s term and responsibilities, mission/vision statement, policies (e.g. expense reimbursement), minutes from recent board meetings, financial information, and a calendar of upcoming meetings and events.
            
            
         4. Create a sub-budget and signatory authority policy to address financial commitments by Board members on the chapter’s behalf.
            
            
      4. Planning
         
         
         1. Hold an annual or bi-annual planning session, and invite ACC staff to your bi-annual or annual planning session or other board meetings.
            
            
         2. Conduct an annual orientation for board members covering the expectations and responsibilities of board members and the goals and operations of the chapter. The orientation of new board members can informally include pairing of each new board member with a veteran board member who can serve as a mentor. Some organizations such as the Center for Nonprofit Management will lead a board training session on a fee basis. ACC also recommends Peter Baron Stark & Associates. To learn more about Peter and how he can your chapter, go to pbsconsulting.com.
            
            
      5. Self Assess
         
         
         1. Every three to five years, conduct a “360 Degree Evaluation.”  This process can include a board self-assessment, but also involves obtaining feedback from chapter members, sponsors, the chapter administrator or executive director, and any community stakeholders with whom the chapter has formed a relationship. More information is available at www.asaenet.org or on ACC’s website, here.
            
            
      6. Ethics Policy
         
         
         1. Consider mirroring the ACC Board’s ethics policy and conflicts of interest policy, which currently reads as follows:
            
            “Real and apparent conflicts of interest sometimes occur in the course of conducting the association's affairs. Conflicts occur because the many persons serving in leadership positions with the association should be expected to have and do in fact generally have multiple interests and affiliations and various positions of responsibility.
            
            All actual or apparent conflicts by a member of the board shall be disclosed promptly and fully to the board and, unless granted a waiver by vote of the board, such individual shall abstain from participating in board and committee deliberations, making motions, participating in discussion, voting or taking any direct action to influence the association with respect to the matter in conflict.”
            
            
   • Communications—The primary objective of the communications policy is to preserve and enhance the ACC and ACC chapter brands to our members, our sponsors and the community at large.
     
     
   1. Requirements
      
      
      1. ACC Brand License—ACC has drafted a license agreement governing the use of ACC trademarks. Each chapter must sign the licensing agreement with ACC for the use of the trademarks, brands, and logos (collectively “ACC Trademarks”) and shall not, at any time, use the ACC Trademarks in any manner which violates the terms of the licensing agreement or in a manner which is contrary to the instructions regarding the use of the ACC Trademarks as contained in any ACC style-guide or as directed by ACC Headquarters.  ACC Headquarters must approve chapter logos in advance.
         
         
      2. Co-sponsorship & Endorsements—ACC’s image can be enhanced or diminished as a result of the organizations with which it associates.  ACC generally discourages co-branded chapter events and chapter endorsements of events produced by third parties, but recognizes that under certain circumstances the interests of the membership may be served thereby.
         
         Chapters may not, however, agree to co-brand or endorse a program with a national third-party organization or with any organization if the event will be marketed outside of the chapter’s general area, without the prior approval of ACC’s President or designee. (Download full co-sponsorship policy for details and for examples of national competing organizations and competing conferences.)
         
         
      3. Member Contact Information—Chapters may not sell its membership list. Request to purchase your membership list should be directed to ACC’s Headquarters. Also chapters cannot grant access to, or otherwise provide contact information for ACC membership to third parties without the permission of ACC’s Headquarters and use of a signed mail list agreement in the appropriate circumstances. (See ACC’s privacy policy.)
         
         
      4. Promotion of Job Opportunities—Chapters should communicate with members regularly regarding in-house job openings within their regions; however, openings promoted by headhunters, recruiters and other vendors should not be promoted by the chapter unless the position is also listed on ACC’s In-House Jobline.  (Download policy statement.)
         
   2. Recommendations
      
      
      1. Website—Maintain an updated chapter page on the www.acc.com website, including upcoming programs and current news. (Chapters may not maintain a website separate from www.acc.com.)
         
         
      2. Newsletters—Chapters should keep the membership apprised of chapter activities through directed regular communications. This can include regular newsletters, broadcast emails, published calendar of events, and letters from the president.  Such communications should include information about upcoming events and reports on events that have recently occurred.
         
         
      3. Membership Recruitment Efforts—When possible, communications of the chapter should be designed to encourage membership recruitment and retention. Send invitations to non-member in-house counsel regarding chapter programs, call and send letters to new members, lapsed members, and prospective members and make presentations at law department meetings.