IF YOU WANT THE INFO, THIS IS WHAT YOU MUST DO

Below is the policy on a member being able to look at such things as the NCRA budget and other important information that a member may need to decide, for example, if they want to remain a member of the organization. I agree with the fact that COPE complaints and individual member records need to remain confidential. Things like executive salaries that can be obtained by looking at the Form 990 forms for not-for-profit organizations filed with the IRS need not be held confidential. How much is spent on studies or paying for so-called experts to perform those studies should also not be confidential. After all, it's your dues money that pays these fees. I imagine most of you will be quite surprised by the policy set forth below and who it is that decides what is confidential and what isn't. BAM


Association Members’ Access to Confidential Association Information


This policy establishes the terms and conditions under which the Association will give its members access to information that is Confidential Association Information. Information is “Confidential Association Information” if, in the opinion of the Association’s Board of Directors or Executive Director, its disclosure outside of the Association’s senior management (the Board of Directors, the Executive Director, and the Administrative Director) would likely interfere with the Association’s operations. Examples of Confidential Association Information shall include, without limitation, (1) sensitive financial information regarding the Association’s operations, (2) sensitive financial information (including salary and benefit information for identified employees), (3) matters pertaining to the Committee on Professional Responsibility, and (4) individual member records.



In order to protect its legitimate interests in preserving the confidentiality of the Confidential Association Information, the Association has adopted the following policy.



Members of the Association in good standing who request an opportunity to inspect Association books and records that contain Confidential Association Information shall be permitted to do so only as follows:



1. The member must state in writing the purpose for which he or she wishes to inspect the Association’s confidential books and records, and the stated purpose must be a proper purpose.



2. The member must enter into a binding written Agreement in the form attached to this policy as Attachment “A,” by which the Member agrees, among other things:



a. to use the information only for the stated purpose;



b. to keep the information confidential and not reveal it to any other person or entity (except for Board members and the Executive Director);





c. to pay in advance reasonable search costs (at an initial rate of $25.00 per hour or any portion thereof) for any staff time that may be involved in searching for any records that are not readily available



d. to inspect such records only at NCRA’s offices during its regular business hours





e. to give prompt written notice of any actual breach of the Agreement and of any intention to disclose Confidential Association Information to any other person or entity



f. that because of the importance of the NCRA’s interests in preserving the confidentiality of its Confidential Association Information, in the event of a threatened or actual disclosure by the member in violation of this Agreement, NCRA has the right to bring a law suit for an injunction to restrain a threatened disclosure, and to obtain damages (a minimum of $5,000 in liquidated damages) for an actual disclosure, plus court costs, expenses, and reasonable attorneys’ fees; and



g. that any litigation involving the Agreement or the member’s threatened or actual breach of the Agreement can be brought only in the courts of the District of Columbia .





AGREEMENT



This Agreement is made on this ____ day of ______________, 20__ between the National Court Reporters Association (“NCRA”), a not for profit corporation organized and existing under the laws of the District of Columbia, located at 8224 Old Courthouse Road., Vienna, Virginia 22182 and _______________, [address], a member of NCRA (“Member”).



Recitals



1. By letter dated [INSERT DATE OF MEMBER’S LETTER], a copy of which is attached hereto, Member requested the opportunity to inspect the following books and records of NCRA, which contain confidential Association information:__________________________________________________________________________________________________________________________________________________________________________________, for the following purpose(s) only:_______ _________________________ _______________________________________________________________________________________________________________________.



2. Under NCRA’s Policy on Association Members’ Access to Confidential Association Information, NCRA is prepared to permit the inspection requested, under the following terms and conditions, to each and every one of which Member explicitly agrees as shown by his or her signature below.







The parties to this agreement, in consideration of the above recitals and the following mutual covenants and stipulations, hereby agree as follows:



1. In consideration of NCRA’s agreement to permit the Member to inspect certain books and records that contain confidential Association information, the Member agrees that he or she will:



a. use any and all information contained in or derived from his or her inspection of such books and records solely for the purpose(s) specified above and for no other purpose and will not disclose or reveal any portion of such information at any time to any other person or entity (except to the members of NCRA’s Board of Directors or its Executive Director);



b. pay in advance reasonable search costs (at such rates as the Board of Directors of NCRA shall specify from time to time) for employee time involved in searching for any records that Member has requested that are not readily available; and



c. will inspect such records only during NCRA’s regular business hours and only at NCRA’s offices.



2. NCRA and Member further agree that (i) because NCRA has important interests in maintaining the confidentiality of its confidential Association information, (ii) because the injury to NCRA from any disclosure by Member of NCRA’s confidential Association information in breach of this Agreement is likely to irreparable, and (iii) because it would be difficult to ascertain the amount of damages resulting from such a breach:



a. in the event of a threatened disclosure of information by Member in violation of this Agreement, NCRA may seek appropriate injunctive relief from any court of competent jurisdiction; and



b. in the event of any actual disclosure of information by Member in violation of this Agreement, Member shall pay NCRA the sum of Five Thousand Dollars ($5,000) as liquidated damages for each such disclosure in violation of this Agreement, or, at NCRA’s election, the amount of NCRA’s actual damages from each such disclosure.



3. Member further agrees to notify NCRA’s Executive Director in writing (i) of any breach of this Agreement by inadvertence or otherwise (which notice must include information disclosed, the date(s) of disclosure, and the person(s) or entit(ies) to which the information was disclosed, and must be received by the Executive Director by facsimile or otherwise, within two business days of the breach of this Agreement), and (ii) of Member’s intention to make any disclosure of NCRA’s confidential information to any other person or entity whatsoever (which notice must identify the information the Member plans to disclose, the date of the planned disclosure, and the persons or entities to which the planned disclosure is to be made, and must be received by the Executive Director not less than ten days before the date of the planned disclosure).



4. Member hereby irrevocably (i) consents to the personal jurisdiction of the courts of the District of Columbia, (ii) agrees that such courts shall have exclusive jurisdiction and venue, concerning any controversy relating to this Agreement or Member’s threatened or actual breach thereof, and (iii) designated NCRA’s Executive Director as Member’s agent for service of any and all process in any proceeding relating to such controversy (which process the Executive Director shall promptly forward to Member by first-class mail at the address set forth above or at such other address as Member may designate in writing).



5. If NCRA takes any action (by claim, counterclaim, demand, or otherwise) to enforce this Agreement or prevent a breach thereof, Member agrees to pay all costs and expenses, including reasonable attorneys’ fees, incurred by NCRA in connection with such action, whether or not NCRA ultimately prevails in such action.



6. This Agreement shall inure to the benefit of, and be binding upon, the heirs, executors, administrators, personal representatives, and successors of the respective parties, and as to NCRA only, its assignee, if any. Member is not permitted to assign its rights or duties under this Agreement.



7. No waiver of a breach of any term of this Agreement shall be held to be a waiver of any other subsequent breach. All remedies provided by this Agreement in the event of a breach shall be construed as cumulative, meaning in addition to any other remedy provided in this Agreement or by law.



8. This Agreement shall be governed in all respects by the law of the District of Columbia .



9. This Agreement constitutes the entire agreement of the parties regarding its subject matter, and supercedes any and all previous communications, representations, or agreements, either, oral or written. This Agreement can be amended or modified only by a writing signed by both parties.



In witness whereof, the parties have executed this Agreement as of the day and year first above written.



NATIONAL COURT REPORTERS ASSOCIATION



by:_________________________________________________

Name Title



MEMBER:



____________________________________________________