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Hell Freezes Over!

May 16, 2009

On Saturday, May 16th, 2009, Hell officially froze over! While sitting in the Board of Directors meeting, it was rather warm in the afternoon. Towards the end, a potentially serious topic came up. After a presentation by one of the staff lawyers, the discussion started. After only a couple of minutes, the Chair recognized Immediate Past President Joe DiNicola.

And that's when it happened!

I agreed with Joe!

What was the topic under discussion? The incorporation of SEIU 503. Or rather, changing the incorporation of SEIU 503.

This originally came up in the January 2009 Board meeting. While discussing alternatives for meeting in person, Joe brought up the question of SEIU 503's legal requirements for conducting business. He believed that  SEIU 503 is registered as a non-profit corporation in the State of Oregon. There are specific laws governing such entities, and what was being proposed at the time would appear to violate those laws.

Let me point out that no one in the room was able to answer the question. That included all of our officers and one staff lawyer. They promised to look into the matter.

Jump forward to the March Board meeting. I'm expecting to hear a follow up to this rather important question of what responsibilities we have as an organization in how we conduct business. Nothing.

I do know that Joe followed-up on the issue himself. That's right, he got a copy of the paperwork himself. He also sent a lengthy e-mail on the subject. I don't know if he got a response to that or not.

Which brings us to last weekend's meeting. The topic comes up near the end of the meeting. It turns out that Joe was indeed correct. So we get a brief presentation on the history of SEIU 503's corporate status, and why you would incorporate as a non-profit. The results of the research into the matter was that we should change our status to an unincorporated association. Simple, right? Until you start asking too many questions. Then it's not taken well.

Unlike the simple housekeeping step that this was presented as, there appear to be valid reasons to ask questions. A few facts presented by various people:

  • SEIU first incorporated in 1945.
  • The articles of incorporation have only been modified twice since then. Both times were merely a name change--first to OPEU, then to SEIU.
  • Both changes were made by the General Council, not the Board of Directors.
  • The two main reasons to form a non-profit are to:
    • Not pay taxes -- which our Union status provides.
    • Provide protection from personal liability -- which unions have "essentially" the same protection under current federal laws governing public labor organizations.
  • Most unions are unincorporated associations.
  • Consultation recommended we change our status.

So what did I agree with Joe about? He stated that he, "sees this as more than housekeeping." It also represents, "sweeping changes," that the Board hasn't hasd a chance to review. Not to mention that we shouldn't make hasty decisions. There was some additional discussion that pointed out that it was the end of a long, hot day and no materials to review.

Well, I agree. This is a big change. I don't know that adequate research has actually been done on the subject. The information provided certainly didn't appear to represent an in-depth understanding of the full ramifications of such a change.

Now I have to wonder, what's the big rush to make this change? What plans does someone have that are stopped by those pesky laws governing non-profit corporations?

And one more thing. I noted earlier that no one answered Joe's original question back in January. Apparently Leslie Frane files the annual paperwork that maintains the non-profit status. So why wasn't she able to answer the question 4 months ago?

Excuse me while I go put on a coat. It's rather chilly in here!



"An intractable problem can only be resolved by stepping beyond conventional solutions." — Ozymandias