34 replies to this topic

[OldWelshGuy]

Nice clear answers, still not sure if it is acceptable to have the forum hidden though, as if SEMPO is a charity still, then having exclusive members areas might breach it's status.

It is nice to have a bit of transparncy there, a bit of clear answering.

[scolling]

I agree with you OWG, a good set of clear answers. I'm not sure I totally hold your view about the forums though.

Although it does very much depend on the planned use for these forums, if it is to aid communication between members then I think it is perfectly valid to keep it within the membership.

In their answers they say the forums are...

First, to be used to get feedback on SEMPO and secondly, the forums will be used as a virtual meeting rooms for the committees

I agree you could argue that ultimately given the goals of SEMPO feedback should be received from all, and not just members, but like anything that has a membership, you would expect the members to have additional routes of communications and influcence over the organisation they joined.

For example, I am a member. I joined because I agree with the goals of SEMPO (as it would appear many do) but also like many people, I think it's not had a great first year in setting out a plan to achieve these, so rather than stand on the sideline pointing out the errors I choose to join and try to influence from within.

Just my worth.

Simon

[Scottie]

Which goals do you believe in, Simon?

Not being a smarty, I am just curious.

[OldWelshGuy]

My concern about the forums is that as a charity they should not be excluding sections of the organisation they have been set up to help. I think they may be skating on thin ice with regard charitable status.

[qwerty]

I'm not certain that absolutely all information regarding a non-profit has to be public. While it might make sense for them to have an open area of their forum as a means of promoting themselves and SEM in general, I don't see anything wrong with having members-only areas where they can talk about internal stuff.

After all, even if all of their decisions and policies have to be public, I don't think the discussions that lead to those decisions do.

[OldWelshGuy]

But Bob THAT I think is the crux of the matter, you are either a charity or a private membership club, I dont think you can be both as a charity. I know you can't in the UKm but not sure about US laws.

[Jill]

Just because they have non-profit status doesn't mean they are a "charity" does it?

Aren't there different levels of non-profit?

[OldWelshGuy]

I honestly do not know Jill (not often OWG big mouth admits that ) I say charity, but should probably have said charitable status. There a re a load of levels of non profit, I do know that as I read up on it the other day.

I do know that having members only data is thin ice. especially as they are researching information about the industry they are promoting and have as their main goal to help.

But Like I said I am not sure about the legalities of it all, and that is why they have done a good thing in appointing a not for profit specialist. All moving in the right direction now.

[Jill]

From the little they've said on that topic, it seems that they are working with an attorney to figure it all out. Hopefully, they'll get it right sooner rather than later!

It will be interesting to see if they find out they can no longer promote their different levels of members any more. What will happen if that's the case? Many people joined because of that level of promotion. If that is no longer available, will they leave?

What about the board members themselves? If any of them are motivated by the self-promotional aspects of being a board member, will they leave if this is no longer a viable option?

It will certainly be interesting to watch over the next 6 months!

[Randy]

My understanding of the non-profit law from previous experience --and what can happen on the web has simply not been court-tested enough-- is that the moment any Potential business relationship is discussed in a members-only area it becomes problematic for the non-profit status of the organization.

In real world terms, if someone who is an organic SEO specialist ever post to the SEMPO Members Only forum for help/recommendations on PPC, they could have legal issues. Same if two SEMPO members decide to work together on any For Profit project and it is ever mentioned on their forums.

Assuming that knowledge ever became public of course.

That's just a layman's opinion, because that's what it is, based upon the legal advice that we received with the last two NP's I sat on the board for. We were told point blank by two different law firms that we would be better off not having any sort of Members-only area of the web sites.

The way it was explained to me both times, a very unlikely occurance since neither NP had any connection nor did the law firms, was that it would be akin to some or all of the board members/regular members getting together in a sit-down meeting and trading business. That's illegal becuase membership alone is gaining a financial benefit for those who "belong".

The real problem is that the people who are being charged with the duty to take care of that area (forum Moderators in SEMPOs case) are not non-profit attoneys. So it would be far too easy to a legal line being crossed without even realizing it.

Probably a ticklish situation at best as OWG indicated, unless they're going to have their attorney review every post made to the SEMPO Forums. Given the track history so far doesn't lend a lot of confidence. Based upon the little I know about the Law and what SEMPO has in mind, if they're going to do the whole Members-Only forum thing, they'd be better off making the entire corp a For Profit organization.

Randy - who obviously isn't an attorney

[OldWelshGuy]

I would just say dump the not for profit angle and get on with it. I don't see that they are doing anything wrong, just possibly illegal due to the NFP situation.

I see absolutely nothing wrong with an organisation charging different levels of membership fees for diferent levels of priviledge. that is business IMO, clear cut and perrfectly fine. It is just the NFp status and the laws you have to work within, are absolutely scary.

Dump the NFP thing, and bite the bullet on the tax benefits, then just run it as a business and shove a finger up at the detractors

[mcanerin]

Well now wait a minute - just because I happen to have a telephone conversation with Christine regarding the SEMPO election committee, for example, doesn't mean that we are hiding things because we didn't invite all the members to join in.

The reason you have a committee is to make things more efficient. Many of the areas of the forum are designed for comittees to discuss matters with each other. Once the comittee actually makes a recommendation, then certainly the membership (and the public) are entitled to know about it.

A 501c is entitled to have "members-only" events and related resources. They are NOT entitled to have "members-only" events and resources that would be profitable to the members at the expense of the public. There is a difference. The key is "profit". That's why it's called a non-profit.

I don't think people are very clear on this distinction. A lot of people seem to think there should be no difference between membership and non-membership status, and no difference between the executive and membership, and no difference between the exectutive and the directors.

There is. These concepts exist within a 501c and all companies because there is an inherent difference in liability between, for example, a director and a non-member. This requires different rules for each. It would be considered harrassment to start phoning up or contacting random non-members and compaining about SEMPO policy to them. Just because a non-member is entitled to certain information does not make them liable for it. Just because some of their tax money goes to support it doesn't mean they are a member. Otherwise, I'd be a member of every church, religion and society in Canada.

There are many blatently for-profit corporations that pay little or no taxes. In this manner they are supported by tax payers. Since I'm not a citizen of the US, NONE of my personal taxes go to SEMPO at all.

The tax angle is being overplayed, IMO. It's been held in supreme courts in every country of the Commonwealth (and the US) that just because your taxes go to something doesn't necessarily put you personally in charge, nor are you entitled to *not* pay a certain percentage of your taxes for things that you disapprove of. Some people have tried to argue that they disapprove of military spending and therefore are entitled to not pay that percentage to the government. All this supports that the payment of taxes does not automatically create a connection to an individual taxpayer and everything tax money touches.

You pay taxes to a pool of money, not to a collection of individual uses for the money.

There is a significant legal difference. For one thing, that makes the taxpayer liable to the government and the government liable to the taxpayer. On an individual project basis (meaning anything from non-profit societies to roadwork to healthcare) the individual projects are responsible to the GOVERNMENT and vice versa.

Back to SEMPO membership issues. Why allow members to vote in elections and not non-members? Isn't that discriminatory? Isn't it a non-profit?

There is a difference between members and non-members - legally, there has to be. How could you charge for a membership and then not give them anything in return? Wouldn't that be bordering on government sponsored fraud?The fact that the legislation allows and assumes membership requires that there be a difference. The difference simply cannot be PROFIT.

I'm not arguing for a lack of communication. I'm saying that SEMPO members are entitled to send emails for each other without the legal requirement of CCing everyone else on the planet, and likewise they are entitled to have a forum to discuss issues that affect members.

If the forum starts up a job board or something, THEN the status of the corporation becomes important, but not until, IMO

Ian

Edited by mcanerin, 05 September 2004 - 12:34 PM.

[mcanerin]

Several people have posted while I was typing my last post <sigh>.

As Randy points out, you have to be very careful about posting anything that's profit-related into a members only forum and for this reason many non-profits avoid it.

But in SEMPOS' case, due to the international flavor and widespread membership, it would unfairly exclude members to only hold meetings that were appropriate to the California timezone, to choose one example. A forum allows a written record and is far more inclusionary then email, IMO.

Ian

PS: It just occured to me that since I'm a SEMPO member, the guy doing the initial legal review, and commenting in a thread about SEMPO that my comments here could be taken as an official communication. It is not. It's a personal opinion.

Edited by mcanerin, 05 September 2004 - 12:31 PM.

[Jill]

Great stuff, Ian! I knew there was a reason we had an attorney on board here.

I have a few other questions that I don't want to bore people with, which I'm going to send you privately. If there's anything worthwhile that come of it in terms of SEMPO, we can post more of it here or in the other SEMPO thread...

[OldWelshGuy]

Cheers Ian, Thanks for all that.

I am not being difficult or stirring the pot or anything, I was just pointing out the way things run in the UK. I know that it is different in the US etc. SEMPO is a great opportunity, I really don't want to see it squandered.