Constitution Day is observed each year on September 17 to commemorate the signing of our Constitution in 1787. On display in the Law Library lobby throughout the month of September is an exhibit featuring foundational documents that shaped the Constitution, including the Declaration of Independence and the Articles of Confederation, along with examples of broadsides that were crucial to the states’ decisions to ratify our founding document.
Latest & Greatest – NonProfit Law: A Practical Guide to Legal Issues for Nonprofit Organizations
Edited by Willard L. Boyd III
Published by American Bar Association. Business Law Section. Nonprofit Organizations Committee
KF 1388 .N66 2017
Based on a series of webinars sponsored by the American Bar Association’s Nonprofit Organizations Committee, NonProfit Law: A Practical Guide to Legal Issues for Nonprofit Organizations aims to provide attorneys who may be called upon to advise or to serve on the board of a nonprofit organization with some practical information about legal issues that they may encounter while acting in that capacity. The authors begin with some basic questions that the attorney should consider, such as the form of the nonprofit, the organization’s tax status, any regulatory oversight, and the existence of alternatives to the nonprofit’s organizational scheme. The remaining chapters address the formation of the nonprofit, tax issues relating to nonprofits, governance of the nonprofit, and miscellaneous matters that may arise during the representation of the nonprofit.
The chapter dealing with the formation of the nonprofit discusses the structures that nonprofits may take, the various types of nonprofit corporations, and the organizational documents needed to create the nonprofit. The authors then move onto the issue of taxation. What are the common types and classifications of tax exemptions? How does one apply for tax-exempt status? Are there any annual forms that need to be filed with the IRS? (Hint: yes!) Now, what about governance? The authors provide an overview of the individuals that are involved in governing the organization, the fiduciary duties that are imposed upon directors as well as any liabilities directors may face, and board policies. Lastly, the authors set out some other issues that may arise relating to subsidiaries, mergers and sales of assets, and dissolution.
The appendices also have a lot of useful information, such as guidance for drafting articles of incorporation and bylaws, a tax-exempt organization reference chart, and a list of nonprofit resources.
If you are an attorney faced with providing advice to a nonprofit but have no experience doing so, have a look at NonProfit Law: A Practical Guide to Legal Issues for Nonprofit Organizations.
Remembering 9/11: National Archives 9/11 Commission Records
Today, we remember the tragedy of the terror attacks that fell the World Trade Center Towers in New York City on September 11, 2001. As nearly two decades have passed, the details of the day may have faded from memory even as the pain suffered by those who lost loved ones as the towers fell stings just as sharply. Preservation of the details to remind us of this pivotal event in American history is, therefore, important.
The job of investigating the details was originally assigned by Congress (see Pub. L. 107-306) to the National Commission on Terrorist Attacks Upon the United States, which became known as the 9/11 Commission. The records generated by the investigation are now entrusted to the National Archives, which makes the details of the day forever committed to our nation’s memory.
Find more information about the 9/11 Commission Records at https://www.archives.gov/research/9-11.
Please Hold: The Origins of a Hated but Entirely Necessary Invention
“Telephone hold program system” | US. Patent No. US3246082A | Alfred Levy (Granted 1966)
Last Thursday, NPR published a story about a deceptively dull topic — hold music. The history of this much maligned loop of sound that’s designed to pacify impatient callers is more compelling than one might expect. Along with an interesting origin story about the history of hold music, the NPR essay explored the psychology of selecting the most appropriate music for a particular purpose. A funeral home or debt collector will play music that soothes, while a car dealership may offer something more upbeat, overlaid with branded messages or “sincere thanks” for your patience. No matter the secondary purpose of the selected songs, most everyone agrees that hold music should be innocuous and inoffensive, and it should communicate one essential thing — Don’t hang up! Someone will be with you soon.
What does any of this have to do with the law, you ask? Well, your question is important to us. For starters, there’s the invention of hold music itself, and while its origin is less momentous than the discovery of penicillin, this "music" came about in a similarly accidental way. Legend has it that a factory worker named Alfred Levy was inspired to file a patent application in 1962 for the “Telephone hold program system” when a wire came into contact with a steel girder at the factory where he worked, turning the factory into a giant radio. Music, transmitted through the wire to the steel beam, could be heard through the phone lines that, until then, had been silent. Some years later, Levy filed a second patent application for a “Remotely controlled telephone hold program system" that gave callers the freedom to decide which music they wished to hear, lest the same song on continuous repeat should grow tiresome. Clearly, Levy was an innovative sort who was also concerned with courteous telephone practice.
Levy's invention is now so commonplace that the absence of any sound on the end of the line is disconcerting. According to the NPR story, even on non-hold calls, companies transmit a “comfort tone” over phone lines, a “barely audible synthetic noise that signals a connection is still there.” No one likes to feel forgotten or lost in a void of silence (except perhaps one man who “loves being in that uncertain and boring middle most of us dread — on hold, listening to hold music”), so providing reassurance that someone is listening (or at least present) on the end of a phone line has become a routine practice.
Alfred Levy understood that the goal of any effective hold music is to distract, to draw attention away from the tedium and duration of holding the line. While it may accomplish little to simply acknowledge an on-hold caller’s frustration, actually calling attention to the purpose of hold music is, as it turns out, a secret of success for at least for one company.
UberConference, a web conferencing service from Dialpad Communications, has garnered a lot of attention for its creative use of hold music to entertain its customers. Instead of hearing the usual Muzak-style arrangements or tinny corporate selections that we all know so well, UberConference users are treated to a song called, “I’m On Hold” by UberConference co-founder and amateur singer-songwriter Alex Cornell. The song, a pleasant, county/folk melody designed specifically for the phone, is simple and catchy with a single guitar and vocals. It's the perfect recipe for a song that’s played over an analog phone line where music is necessarily compressed, and sound quality suffers. Since 2013 when the song debuted, it has generated serious social media buzz. Callers appreciate the song’s references to being on hold, waiting for other callers to join the conference, and the uncertainty of knowing if the call will ever begin. As writer and performer of this clever tune, Cornell holds copyright. Others may wish to use the song as their hold music, but allocating that right is Cornell’s alone. In the 1980s when companies simply pumped in music from the radio, copyright was not considered (or it was knowingly violated) even though, according to an article on Tedium.com, ASCAP designates hold music as a “public performance” that requires proper copyright clearance. Now, while hold music has its moment in the sun, conference callers everywhere can enjoy a little departure from the everyday Clare de Lune or the fleetingly popular Cisco hold music. Conference callers, including lawyers and librarians, can be entertained and amused while enjoying a properly cleared, copyrighted, piece of music designed for just the occasion.
Happy Women's Equality Day!
Today, August 26, is Women's Equality Day. The date commemorates the passage of the 19th Amendment to the U.S. Constitution, which guarantees women the right to vote. It states that "the right of citizens of the United States to vote shall not be denied or abridged by the United States or by any State on account of sex."
Women’s Equality Day was established at the behest of Congressional Representative, Bella Abzug (D-NY), to observe women’s suffrage and to recognize the contributions of women throughout history. This day of recognition also celebrates women’s accomplishments in public and private spheres.
For resources on Women's Equality Day, visit the National Women's History Museum online.
