Originally from:
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Hardcover
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Electronic
Preview Page
CHAPTER 8
TRADE ASSOCIATIONS
Section
§ 8.01 Introduction
§ 8.02 Unincorporated Associations
§ 8.03 --Limited Advantages
§ 8.04 --Additional Disadvantages
§ 8.05 -- --Property
§ 8.06 -- --Lawsuits/Liabilities
§ 8.07 Incorporated Associations
§ 8.08 --Organization of Incorporated Associations
§ 8.09 Liabilities
§ 8.10 Tort Claims--Copyrights
§ 8.11 --Defamation
§ 8.12 --Product Liability
§ 8.13 Antitrust and Related Issues
§ 8.14 Meetings and Calling of Meetings
§ 8.15 Trade Shows and Trade Publications
§ 8.16 Members
§ 8.17 Standard/Certificate
§ 8.18 Some Taxation Issues
§ 8.01 Introduction
Associations are formed for a variety of reasons. In the commercial
context, associations are groups of businesses or professionals with
common business goals. The formation of an association assists in
marketing, education, public relations, research, and standardization.
Associations also provide to their members and other businesses
information, accounting, and financial methods. Trade associations are
usually grouped according to a particular product or service line, and
sometimes by manufacturer or distribution source. Frequently, they also
take on a territorial configuration for their membership place of business.
An association is merely a terminology; it does not have any legal
significance. It is how the association decides to run itself that has
significance. Thus, an association can be unincorporated or incorporated
or be a for-profit or nonprofit partnership. The organization largely
determines what body of law will govern. There are particular areas of
concern for associations, however, which will be discussed.
§ 8.02 Unincorporated Associations
An unincorporated association, while once the “essence” of American
democracy, and even the essence of American civilization, according to
de Tocqueville, presently at law is, for internal governance and external
relationships, a rather peculiar phenomenon. It is without any particular
guidelines other than those set down by the members. Usually, the
members will have some documentation that governs, such as a
constitution, charter, or articles of organization, and often bylaws. The
general governance functioning is dictated by these documents. The
association is taxed as a regular corporation provided: (1) it has perpetual
existence; (2) it has limited management; (3) its members have limited
liability; and (4) shares or membership units or interests can be
transferred.
Roger J. Magnuson is a Partner at Dorsey and Whitney, LLP, where he serves as Head of the National Strategic Litigation Group and has practiced since 1973. He has been recognized as one of the top trial lawyers in the United States by major national and international publications, including Chambers International Guide to American Lawyers, which profiles the top 500 trial lawyers in the United States, Best Lawyers in America, Who's Who in American Law, and Who's Who in America. Mr. Magnuson was also recognized by a Journal of Law and Politics' survey for Judge's Choice "Wins Most Cases."
Some high profile cases that he has litigated include representation of the Florida Senate in the Bush v. Gore election controversy in 2000; and representation of the Plaintiffs in the widely publicized and studied Mall of America case. For several years he has represented, among other persons and entities, the Minnesota Twins and Major League Baseball principals and players in litigation; and has litigated national and local cases in federal and state court venues. He has appealed before the Supreme Court in a number of cases; as well as the Minnesota Supreme Court. He has authored several articles and 7 books.
Richard A. Saliterman is a Principal in Saliternan & Siefferman P.C., a full-service firm in Minneapolis established in 1976. Mr. Saliterman is a leading expert on corporate business matters, and is the author of several publications on business start-ups, franchises, and trademarks. Mr. Saliterman is the former National Judge Advocate for the U.S. Navy League, based in Washington D.C.
Contributing Editor:
Amanda Chang
Contributing Authors:
Alecia Anderson
Seth Back
John Baker
Shannon Berg
Constatin Burachek
Benjamin Carpenter
Ryan Check
Carl Christensen
Peter Fear
Michael Frasier
Aaron Hall
Catherine Hanson
Paul Harman
Amy Ithlan
Michael Kern
Chris Kuhlman
Brett Larson
Joshua Lederman
Karen Lundquist
James Magnuson
Jennifer Mead
Rao Menier
Heidi Miller
Rachael Moxon
Oliver Nelson
Scott Peitzer
Mitchell Skinner
Jonathan Stechmann
Lael Weinberger
Jonathan Wilson
Alex Zumbulyadis
