FW: [alpacapolitics] Re: [AlpacaTalk] UBIT taxes and non profit status-from the IRS website
This situation doesn't seem to be as simple as an "Opps, my bad. I forgot to
tell the membership".
Once again AOBA is experiencing "communication" problems. Why does it seem
difficult decisions and information relating to the organization AOBA are
never mentioned prior to the Annual Membership Meeting? The surprises
always seem to be mentioned during the Annual meeting; once again forgetting
the fact that AOBA bylaws require these agenda items to be disclosed to
members in the Notice of Annual Meeting that is mailed with the Ballot for
AOBA Directors. Or is the ballot the reason it's not mentioned? An example
of this is AOBA's 2005 decision to open its own offices and the AOBA Fleece
Training Center. In fact wasn't a good portion of the reason for AOBA to
have its own solely dedicated employees to eliminate all the problems
encountered with management companies such as Association Headquarters (AH).
Such problems as overall communication and the 2005 Membership Directory
debacle have been assigned to AH whose last day was 12/31/05. The reality
seems to be that AOBA still suffers the same or similar problems even now
without AH. The 2006 Membership Directory didn't get mailed until July or
August of 2006, just like 2005.
Has anyone seen a set of AOBA's Annual Meeting Minutes from 2007 or any
other recent year?
It was determined in 2007 that AOBA had UBTI issues with the FRG and
Auction. Both of these programs were established in the late 90's? I would
imagine the programs were approved by at least the AOBA Board at that time.
No one thought that they should get an opinion from a professional such as a
CPA or Attorney to evaluate the consequences to AOBA?
AOBA has been going through an annual audit by a CPA firm going back to at
least the late 90's. Presumably, AOBA turned over all of its financials
each year which included income and expenses from the FRG and Auction to the
CPAs. Not one of these CPAs caught on to the UBTI problem in all those
years? But the FRG and Auction are specifically mentioned as UBTI in each
audit starting in al least 2001. So AOBA acknowledged UBTI in its audits
but decided to not mention it to the IRS? There's been the insinuation that
maybe the CPA from Maryland who AOBA employed in 2005 and 2006 and/or AH
failed to notice the UBTI problem. Yet in a 3/22/04 e-mail from AH to
AOBA's President and Treasurer, AH clearly outlined these specific tax
concerns and said they'd be discussing it with AOBA's attorney. The AOBA
Treasurer's response back to AH, "DO NOTHING". Who knows maybe AOBA could
have saved that $300K (approx) paid to the IRS this year if they took AH's
advise and investigated the UBTI back in 2004.
By AOBA's account it's been known since May of 2007 that a Subsidiary was
needed. AOBA knew the subsidiary would have to be formed by at least the
end of its fiscal year which is 12/31/07. We'll ignore the fact that this
is also another violation of AOBA's bylaws for now. AOBA's subsidiary the
ALCI was registered in Tennessee effective 11/1/07 without Articles of
Incorporation or bylaws. AOBA's CPAs and attorney's couldn't get the
subsidiaries Articles of Incorporation and bylaws together in what 6 months?
After all the AOBA Board is in charge of the subsidiary so these documents
should be pretty easy which is why members shouldn't worry. Even if the
AOBA Board just decided during their October 2007 meeting to do the
subsidiary, why not take a little longer to complete the paperwork
(articles, bylaws and member notification)
completed prior to the conclusion of AOBA's fiscal year 12/31/07. OR is the
situation as simple as the State of TN doesn't require Articles of
Incorporation or bylaws such as AOBA members are familiar with and as such
AOBA never intended to formally document this information. Will there be
any other formal documentation other than what is currently available on the
TN Secretary of state website if so when?
AOBA says more about the ALCI in the upcoming issue of One Voice. Others
say be patient and information will come when available. AOBA's history
clearly demonstrates that information is given when convenient and not when
its actually available. I hope AOBA is not planning on using the upcoming
F2F conference as the sole medium to fulfill its disclosure and
communication obligation. I also hope AOBA will disclose all the details
prior to the 2008 Annual Membership meeting.
It would seem the most expedient way to resolve member concerns and answer
questions would be to do something that's similar to what AOBA's Board did
during the Intervener situation on 7/16/02. Set up a Board conference call
and allow all the members who want to, to dial into the conference call at
their own expense. The Board could have the CPA and attorney on the call
and they can explain the what's and why's of AOBA's predicament. In 2002
the expense to each member who called in was around $20 or less if my memory
is correct. Questions could be sent in advance or the conference call
company could place a moderator on the call to field member questions. I
guess my point is that given what technology is today Board members
shouldn't have to field individual questions from members and members
shouldn't have to wait. In 2002 it was done in two weeks. In 2008
something similar should be able to be done more effectively and in at least
the same amount of time.
Sincerely,
Floyd and Ana Romanik
Indian Summer Alpacas
Chepachet, Rhode Island
Phone: (401) 568-7759
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posted by Chaddo at 4:52 PM
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