JOINT VENTURE POLICY
Purpose
The American Society of Overseas Research (hereinafter referred to 鈥淎SOR鈥) has adopted this Joint Venture Policy to safeguard ASOR鈥檚 tax exempt status if ASOR invests in, contributes assets to, or participates in a joint venture or similar arrangement with a taxable entity.
Definition
Joint Venture: A joint venture or similar arrangement means any joint ownership or contractual arrangement through which there is an agreement to jointly undertake a specific business enterprise, investment, or exempt-purpose activity without regard to (i) whether ASOR controls the venture or arrangement; (ii) the legal structure of the venture or arrangement; or (iii) whether the venture or arrangement is treated as a partnership for federal income tax purposes, or as an association, or corporation for federal income tax purposes. Ventures or arrangements that meet both of the following conditions shall be disregarded: (i) ninety-five percent (95%) or more of the venture鈥檚 or arrangement鈥檚 income for its tax year ending with or within ASOR鈥檚 tax year is excluded from unrelated business income taxation in accordance with 26 U.S.C. Section 512(b)(1)-(5), which, for example, includes, but is not limited to, (a) dividends, interest, and annuities; (b) royalties; (c) rent from real property and incidental related personal property, except to the extent of debt-financing; and (d) gains or losses from the sale of property; and (ii) the primary purpose of the ASOR鈥檚 contribution to, or investment or participation in, the venture or arrangement is the production of income or appreciation of property.
Policy
ASOR will evaluate its participation in Joint Ventures with taxable entities under applicable federal and state tax law and take steps to safeguard its exempt status with respect to such Joint Ventures.
Some examples of safeguards include the following: (i) control over the Joint Venture sufficient to ensure that the Joint Venture furthers the exempt purpose of ASOR; (ii) requirements that the Joint Venture give priority to exempt purposes over maximizing profits for the other participants; (iii) the Joint Venture not engage in activities that would jeopardize ASOR鈥檚 exemption (such as political intervention or substantial lobbying for a section 501(c)(3) organization); and (iv) all contracts entered into with ASOR be on terms that are at arm鈥檚 length or more favorable to ASOR.
Approval of Joint Ventures
All Joint Ventures shall be governed by written agreement and approved in writing by the executive director, president and treasurer, and, where required under applicable governing documents, ASOR鈥檚 Board of Trustees. Details of joint ventures, if any, will be reviewed at least annually by ASOR鈥檚 Finance and Audit Committee.
Approved by the ASOR executive committee on September 12, 2009