Legal and Governance Matters

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Legal and Governance Matters

As an established entity, HLAA State Offices, State Associations and Chapters have certain obligations as they represent all of the Hearing Loss Association of America in their states and local communities. At HLAA’s national office, we work to keep the number of requirements for the state organizations and chapters to a bare minimum. We have listed below those legal and governance requirements. (There are also financial obligations, please see the Financial page to learn about them.)

The information in this section is divided into manageable parts. Please click on an item in the list below in order to get to that section quickly.

Conflict of Interest and Dual Interests

Many persons who earn their living selling products and services to people with hearing loss embrace the HLAA Chapter model of peer-to-peer support. From time to time such individuals offer to start an HLAA Chapter, offer free meeting space to a chapter, or become an officer in an HLAA Chapter or State Organization (State Office and/or State Association). This person might have a dual interest: they have an interest in the way they earn their living selling products and services to people with hearing loss and they have an interest in their involvement with HLAA.

HLAA appreciates the interest and support of such well-meaning individuals very much. At the same time, HLAA has a duty to ensure its members enjoy the benefits of HLAA membership free of any pressure to purchase any other member’s goods and services and to avoid even the appearance of the possibility for such a conflict of interest. Full disclosure of dual interests and recusal from voting on certain matters where dual interests might come into play mitigates the great majority of actual and potential conflicts of interest.

For the purposes of this document, a leader shall include any actual or potential HLAA Chapter officer, statewide chapter coordinator, person interested in starting an HLAA Chapter, or anyone otherwise affiliated with the HLAA Chapter or member of the board of a State Association or a director, treasurer or other position of responsibility in a State Office. State Associations and State Offices are collectively referred to as State Organizations throughout this document.

Dual interests can occur when an individual who is involved as a leader with HLAA also has a direct or indirect financial interest in products or services sold to people with hearing loss. Dual interests might also occur when an individual serves as a director or trustee for multiple hearing loss organizations. And finally, a dual interest might occur when the demands of an individual’s employment conflicts with the performance of a volunteer task.

A conflict of interest is a set of circumstances that creates a risk that judgment or actions regarding a primary interest will be unduly influenced by a secondary interest. Primary interest refers to the principal goals such as the duties the officer. Secondary interest includes not only financial gain but also such motives as the desire for professional advancement and the wish to do favors for family and friends. The secondary interests are not treated as wrong in themselves, but become objectionable when they are believed to have greater weight than the primary interests. The conflict in a conflict of interest exists whether or not a particular individual is actually influenced by the secondary interest. It exists if the circumstances are reasonably believed (on the basis of past experience and objective evidence) to create a risk that decisions may be unduly influenced by secondary interests.

A direct or indirect financial interest shall include: (a) an ownership, investment, or employment interest in any entity with which the chapter or state organization has a proposed transaction or arrangement; (b) a compensation arrangement with the chapter, state organization, or with any entity or individual with which the organization has a proposed transaction or arrangement; and (c) a potential ownership, investment, or employment interest in, or compensation arrangement with, any entity or individual with which the organization is negotiating a transaction or arrangement.

In connection with any actual, perceived, or possible conflict of interest, a chapter or state organization leader must disclose the existence and nature of his or her dual interest or conflict of interest to the HLAA Director of Chapter Development. HLAA Chapters and State Organizations should have all leaders complete an initial and an annual disclosure of any opportunity for financial gain that might accrue as a result of their participation in Chapter or State Organization leadership role(s). The HLAA Board of Trustees Initial and Annual Disclosure Statements serve as document templates and Chapters and State Organizations may use them for this purpose.

Download the Conflict of Interest Initial Disclosure Form.

Download the Conflict of Interest Annual Disclosure Form.

An individual with an actual or potential conflict of interest must recuse himself or herself from participating in any chapter or state organization discussion or decision-making in which he or she might have a business, financial, or employment interest. Further, the individual must not utilize any inside information they might acquire during the performance of their duties to realize any financial gain for the benefits of themselves or their financial, employment, or business interests.

Real-Life Examples
Let’s suppose an audiologist or hearing health professional offers free meeting space to a chapter at his or her place of business. Is such meeting space really neutral if it is being held in a particular hearing health care practitioner’s office or place of business? What about the appearance on an accrual of undue advantage to the hearing health care practitioner in terms of patient recruitment?

Let’s suppose a captioned telephone manufacturer’s representative wants to start an HLAA Chapter or assume a leadership role. What steps are taken to make sure that individual does so outside their role as a manufacturer’s representative? Is the potential for a conflict of interest acknowledged? Suppose that chapter wants to offer to give an informational session on captioned telephones and the individual offers to give the presentation. What steps will be taken to ensure a fair and balanced, non-proprietary presentation? If there is any specific brand of equipment mentioned, then all brands of equipment should be afforded equal representation.

Let’s suppose a hearing aid specialist wants to start an HLAA Chapter. HLAA advises against anyone who might stand to reap a financial benefit from starting an HLAA Chapter. Anyone wishing to start an HLAA Chapter must first be a member of the national HLAA and there must be at least three other HLAA national members on a chapter start-up steering committee or on the chapter’s leadership roster that have no possible conflict of interest. HLAA recommends that persons who make their living selling goods and services to people with hearing loss avoid chapter startup roles if at all possible, given the appearance for a potential conflict of interest.

There are, of course, a myriad of other possible situations. For specifics, please consult the HLAA Director of Chapter Development by email at

IRS, State and HLAA Requirements: Initially and Yearly

IRS Requirement: Employer Identification Number (EIN)
Does the state organization or chapter you help lead have a bank account? Does the organization receive income from membership dues/newsletter subscription fees, newsletter advertising, contributions, or Walk4Hearing funds? If so, the organization needs to obtain an Employer Identification Number (EIN), described below, from the Internal Revenue Service (IRS). Each state organization and chapter must have its own EIN even if they are covered by the HLAA group exemption. (Getting an EIN is separate from obtaining tax-exempt status under section 501(c) (3) of the IRS tax code.)

An EIN looks like this: 15-0000456 (two digits with a dash followed by 7 more digits). Getting an EIN is easy and free. Use one of these three ways to obtain an EIN.

  • Use the EIN Online Assistant to obtain your EIN in a matter of minutes.
  • Call the local IRS office. Look for the telephone number in the U.S. Government section of the local phone book. You will get the organization’s EIN within roughly an hour.
  • Complete the EIN application form, sign it and mail it or fax it to the IRS. If you have DSL Internet service, download the SS-4 form from the IRS Website. (If you have dial-up Internet service, please call the HLAA State and Chapter Coordinator at 301.657.2248 to request the form.) Send the completed, signed form to the IRS by fax (1.859.669.5760) or mail (Internal Revenue Service, Attn:  EIN Operation, Cincinnati, OH 45999). It may be six to eight weeks before you receive the EIN from the IRS.

Please Note: The formal name of the organization you help lead is Hearing Loss Association of America [blank] Chapter [or State Association or State Office].

See a sample of a completed EIN application form. To learn more, see the IRS document titled Understanding Your EIN.

Once you receive the organization’s EIN Assignment letter, please send a copy to the HLAA State and Chapter Coordinator.

State Requirements
Check with your state government concerning any registration requirements for non-profit organizations. The government entity may be the Secretary of State, the State Franchise Tax Board or other entity with a similar name. For help with this, please contact the HLAA State and Chapter Coordinator.

HLAA Requirements
HLAA headquarters staff is committed to partnering with you to help the organization you lead thrive. We want to get a snapshot of our state organizations and chapters once or twice a year. The main way we stay in touch with you is through the Chapter/State Update form. In addition, if your organization is included in the HLAA group exemption from federal income taxes, the list of your organization’s officers meets the IRS’s requirement for that information.

All HLAA Chapters and State organizations must complete a Chapter/State Update form and send it to the HLAA State and Chapter Coordinator by October 1 every year. Organizations that submit the Chapter/State Update form on time are listed on the HLAA website. (Neglecting to send in the form on time may mean that your organization has ceased to exist. Our webmaster needs to know your status to keep the website current so people looking for help don’t have dormant leads.) HLAA encourages all State organizations and Chapters to email changes in leadership (or revised bylaws/standing rules) at other times to the HLAA State and Chapter Coordinator.

In addition:

  1. HLAA State organization and Chapter leaders/officers must be current HLAA members while in office. State organizations and Chapter represent HLAA nationwide in their states and communities, hence this requirement.
  2. If the state office or chapter gained exemption from federal income tax under IRS tax code 501(c)(3) through HLAA (known also as “group exemption”), it must submit their annual budget to the HLAA State and Chapter Coordinator by October 1 each year. Failure to submit the budget (and Chapter/State Update form) will result in the organization being dropped from the HLAA application for federal income tax exemption.


Liability insurance
Most HLAA organizations hold regular meetings or special events such as libraries, community centers, senior living facilities and churches. The business manager at the facility may request a certificate of liability from the organization. The certificate is proof that the organization has liability insurance, called a "certificate." You may obtain this certificate through HLAA headquarters by completing the Liability Insurance Application form [Word] [PDF] and sending it with payment of $25 to HLAA.

You can fax the form with credit card information to 301.913.9413, email the completed form with credit card payment as a PDF document, or mail the form and payment to HLAA, 7910 Woodmont Ave., Suite 1200, Bethesda, MD 20814.) Please see form for details.

State organization or Chapter meeting and/or special event venues are added as riders to the HLAA headquarters’ liability policy. The policy provides some limited coverage for personal injury, medical expenses and damage to the property at the chapter meetings or event specified in the agreement. The associated fee our headquarters incurs ($25) is passed along to the requesting state organization or chapter. The person requesting the certificate receives an email containing the certificate; it is that person’s responsibility to provide it to the requesting facility manager or contact person.

Operations insurance
The organization may want to consider buying Directors and Officers (D&O) insurance for its leaders because claims may be made against them personally in connection with their roles within the organization. Specifically, D&O insurance is protection against a breach of “duty” by the leaders. These policies cover actual or alleged wrong decisions or “wrongful acts.”

Examples are failure to provide services promised by the organization and failure to properly manage the funds of the organization. (D&O insurance does not cover bodily injury or property damage known as tort claims.) Without such coverage, leaders can be held personally responsible for certain acts of the organization. Call an insurance broker in your area to inquire about the extent coverage that may be required and associated rates. HLAA recommends getting as much coverage as appropriate and as the organization can afford. HLAA is unable to provide this coverage for our state organizations or chapters.


All HLAA State Associations and some Chapters are incorporated under the laws of the states in which they are located. Unincorporated chapters need to understand advantages and disadvantages of incorporation.

The primary advantage of incorporation is that members of the organization and its leaders are protected in those roles from personal liability from claims that the organization breached contracts and from claims that the organization committed torts. Under the law of some states, similar protection is provided for members and leaders of unincorporated organizations. Unincorporated chapters need to investigate the law of the states in which they are located. Exposure to liability could present a problem in states without such protection if the unincorporated chapter’s activities raise concerns about contract or tort liability.

A second potential disadvantage of an unincorporated organization is that it may lack certain legal authority. In most states, unincorporated organizations have similar powers as nonprofit corporations; that is, they may sue and be sued; can acquire, hold, and transfer an estate or interest in real or personal property; and can be the beneficiary of trusts, contracts, and wills. To ascertain whether and to what extent such a disadvantage exists, an unincorporated chapter needs to investigate the law of the state in which it is located.

The primary advantage of unincorporated organizations is that they are not subject to state requirements regarding organizational structure, record-keeping and reporting requirements. Generally, state laws impose requirements on nonprofit corporations such as the number of directors, voting rights of directors and members, notices for meetings, and the titles of officers and their duties. State laws may also impose record-keeping and reporting requirements for nonprofit corporations. Unincorporated organizations may operate with much greater informality.

If, after weighing the advantages and disadvantages of incorporation, a chapter decides to incorporate, they would submit the necessary paperwork required by their state or contact a lawyer to file the documents on their behalf.  A Certificate of Incorporation issued by the state is official recognition of a formal organization. (Please send a copy of the certificate to the HLAA State and Chapter Coordinator.) Cost may also be a consideration in incorporation. Attorney and filing fees vary from state to state. The cost is lower, of course, if the organization does not use attorneys’ services.

Governing Documents

Each state organization and chapter needs organizational and operational documents as a foundation. Standing rules or bylaws provide details that explain the chapter’s mission (which is identical to the HLAA mission) and are useful in preventing and solving governance disputes. Standing rules and bylaws may be interchangeable depending on the laws of the state.

HLAA State Associations or Chapters that are incorporated must have bylaws on file with the appropriate state government agencies or offices.

Governance Models

There are two, basic models of governance: operating by planning or steering committee, and or by a formal board of trustees. The formal board is the best known and most structured governance type. By contrast, the planning or steering committee model requires members to elect only a leader, treasurer and secretary. (HLAA recommends that each person serve a minimum of a year in the role.) Participants may join and rotate off the committee at will. The job of the leader is to help motivate and track the activities of committee chairs and/or participant leaders. The leader is also the main liaison between the organization and HLAA National.

State associations are incorporated and are required to operate with a formal Board of Trustees. Some chapters are incorporated and therefore also operate with a formal Board. State offices may have a leadership team or operate solely by the director. Most chapters are run by a formal Board or by steering committee.

For a list of key leaders’ job responsibilities, please see a list of Board Position Descriptions.

Having committees or self-appointed liaisons in various capacities can be helpful to make the organization run smoothly. Having many people involved in the chapter’s operation can help them feel that they have ownership of the organization. Below is a list of potential committees.

  • Advocacy
  • Assistive Devices
  • Awards
  • Looping
  • Membership
  • Program and Education
  • Public Awareness/Outreach
  • Scholarship
  • Social
  • Walk4Hearing (an annual commitment)

Steering (Planning) Committee/Board Meetings
Consider making steering committee/board meetings as short as possible (no more than 90 minutes if the group meets monthly), action-oriented (each item on the agenda has an outcome) and hold them in a relaxing place (where everyone also can hear). One option is to hold such meetings immediately after member meetings. Every chapter participant is welcome to come to these meetings.

We recommend that a secretary take notes and send to each person that attends a summary of the meeting and a list of tasks to be done that includes the name of the person responsible for completing the task and the date by which they project it will get done.