Leadership & Governance

The corporate records of ASLA are important assets.  Corporate records include essentially all records produced by ASLA representatives, whether paper or electronic.  A record may be as obvious as a memorandum, an email, a contract, or a case study or something not as obvious, such as a computerized desk calendar, an appointment book, or an expense record.

ASLA is required to maintain certain types of corporate records, usually for a specified period of time.  Failure to retain those records for those minimum periods could subject ASLA and its representatives to penalties and fines, cause the loss of rights, obstruct justice, spoil potential evidence in a lawsuit, place ASLA in contempt of court, or seriously disadvantage ASLA in litigation.

ASLA expects all trustees, officers, committee members, other volunteers, and employees to comply fully with any published records retention and destruction policies and schedules.  However, all such persons should note the following general exception to any stated destruction schedule:

Important Exception:  If any individual believes or is informed by ASLA that ASLA records are relevant or potentially relevant to litigation, potential litigation (i.e., a dispute that could result in litigation), a government or administrative investigation, inquiry or audit, then such individual must immediately take appropriate action and preserve those records until such time as he/she is advised in writing by an authorized ASLA representative that continued preservation under this exception is no longer required.  This exception supersedes any previously or subsequently established destruction schedule for those records.  If this exception is believed to apply or there is any question regarding the possible applicability of that exception, the individual should contact the ASLA corporate secretary and/or chief financial officer.  All document retention periods described below are subject to this exception.

From time to time, ASLA may establish retention or destruction policies or schedules for specific categories of records in order to ensure legal compliance and also to accomplish other objectives, such as preserving its tax exempt status and cost management.  Senior staff will be held accountable for proper execution of ASLA’s document retention and destruction policy, including failure to adopt, distribute, or enforce the document retention policy.

Failure to comply with this document retention policy may result in disciplinary action and in the case of an employee, suspension or termination.  Questions about this policy should be referred to the ASLA corporate secretary and/or chief financial officer.

general Rules  

• The IMPORTANT EXCEPTION described above takes precedence over all other terms of this policy, and paper and electronic records that fall within the exception should not be discarded, deleted, or destroyed.
•  Paper and electronic documents that fall into a category described in this policy should be transferred to and maintained by the Professional Practice Library, or the corporate secretary, or the chief financial officer, or the human resources manager.
• Paper documents that do not fall into a category described in this policy should be discarded every three (3) years.
• Electronic documents that do not fall into a category described in this policy should be deleted every three (3) years from all individual computers, from all organization networks, and from all backups.
• Paper documents or electronic records that do not fall into a category described in this policy may be retained individually by appropriate staff members for historical or ongoing work reasons, but only with the knowledge and approval of the corporate secretary, the chief financial officer, and/or the director of information.
• No paper documents or electronic records should be discarded, deleted, or destroyed if they fall within the IMPORTANT EXCEPTION, discussed above.

Document Categories

Several categories of paper and electronic documents that bear special consideration are identified below.  If a document falls within more than one category, it should be maintained for the longer of the periods that are described in those categories.

Archival Records

The archival division of the ASLA Professional Practice Library preserves materials that document the origins, development, activities, and achievements of the Society.  To that end, materials that meet the following criteria should be routed to and accessioned by the library:

• Materials in any format concerning ASLA affairs, including annual meetings, lobbying¹, awards, social events, news events², professional affairs, and administrative activities.
• Materials in any format published by ASLA or distributed to ASLA members.
• Reference copies of ASLA stationary, forms, logos, or other memorabilia items of historical interest.

If there is any question as to whether material is appropriate for inclusion in the Professional Practice Library, library staff should be consulted before disposal.

¹  State and federal lobbying registration and reporting documents and supporting records should be maintained for a period of ten (10) years.
²  Copies of all press releases and publicly issued documents should be retained permanently.

Board of Trustees, Executive Committee, and Audit Committee Materials

Meeting minutes should be retained in perpetuity in ASLA’s minute book.  Minute books, bylaws, and charter documents should be kept permanently.  A clean copy of all other Board of Trustees, Executive Committee, and Audit Committee materials should be kept for no less than three (3) years by ASLA.

Execution copies of all contracts, notes, and leases entered into by ASLA should be retained for at least seven (7) years beyond the life of the agreement and longer in the case of publicly filed contracts.  Final copies of marketing and sales documents should be kept for three (3) years.  However, invoices, inventories, and accounts payable ledgers and schedules should be kept for seven (7) years.

Corporate Audit Records

All records and work papers (whether in print or electronic format) related to audits and audit reviews, including documents that form the basis of an audit or review, expense analyses, expense distribution schedules, memoranda, correspondence, communications, and other documents and records that are created, sent, or received in connection with an audit or review should be retained for no less than seven (7) years from the end of the fiscal period in which the audit or review was concluded.  Audit reports and year-end financial statements should be kept permanently.  Internal audit reports and bank statements should be kept for at least three (3) years and bank reconciliations and duplicate deposit slips should be kept for at least two (2) years.  Destruction of documents related to corporate audit records is punishable by civil and criminal penalties.

Corporate Tax Records

Tax records include, but may not be limited to, documents concerning payroll, expenses, proof of deductions, business costs, accounting procedures, and ASLA's revenues.  Tax records should be retained for at least seven (7) years from the date of filing the applicable return.  However, tax returns, tax worksheets, and depreciation schedules should be kept permanently.

Employment Records/Personnel Records

State and federal statutes require ASLA to keep certain recruitment, employment, and personnel information.  ASLA should also keep personnel files that reflect performance reviews and any complaints brought against ASLA or individual employees under applicable state and federal statutes.  ASLA should keep all final memoranda and correspondence reflecting performance reviews and actions taken by or against personnel in the employee's personnel file.  Employment and personnel records (including timesheets, personnel files of terminated employees, and payroll records and summaries) should be retained for ten (10) years.  However, employment applications should be retained for three (3) years.  ASLA Employees 401(k) Plan participant/beneficiary records, related correspondence with government agencies, and supporting reports should be retained for ten (10) years.

Insurance Documents

Insurance documents related to accident reports and claims records should be kept permanently.  Insurance policies should be kept for three (3) years after expiration.

Intellectual Property and Trade Secrets

Development documents are often subject to intellectual property protection in their final form (e.g., patents, trademarks, and copyrights).  The documents detailing the development process are often also of value to ASLA and are protected as a trade secret where ASLA:  derives independent economic value from the secrecy of the information; and has taken affirmative steps to keep the information confidential.  ASLA should keep all trademark registrations, copyrights, patents, and documents designated as containing trade secret information permanently.

Legal Documents

Legal counsel should be consulted to determine the retention period of particular legal documents.  In general, all documents of legal significance, such as deeds, mortgages, documents of title, etc., should be kept and maintained permanently.  All other legal documents (e.g., settlement agreements, judgments) should be maintained for a period of ten (10) years.  All records related to ASLA’s legal obligations and maintenance of ASLA’s tax status should be kept and maintained permanently in readily available form.

Additional retention records  

The following table is an abbreviated schedule.  In the event of overlap with the above categories, please review the above sections to ensure full compliance.