Boards
Association Management Company
White Paper Series
Boards
Association Management Company
White Paper Series
Your AMC Changed Owners: What to Check Before and After a Sale
Matthew Ott, M.S., FASAE, CAE, CMP, AAiP
So your Association Management Company (AMC) changed owners. What is the first step? Well, your management agreement decides what your board can do. Pull it out and review it now, before you need it. Start with your exit clauses and notice windows, then work through the rest of the provisions below and bring what you find to your association's attorney.
This paper is general guidance for board members. It is not legal advice.
Start with your exit clauses and notice windows
- Review your termination provisions. Note whether you can end the agreement without cause, how much notice is required and whether a fee applies.
- Find your renewal date and notice window. Confirm whether the agreement renews automatically and the last date to give notice. Put that date on the board calendar today.
- Find any language about a sale. Review what your agreement says if the company is sold, merged or assigned to another entity.
Provisions to review in the rest of the agreement
|
Provision |
What to review |
Question to ask |
|
Assignment |
Whether the agreement can move to a new owner |
Is our written consent required? |
|
Change of control |
Any rights tied to a change in ownership |
Can we terminate, renegotiate or receive notice if the firm is sold? |
|
Key personnel |
Commitments on named staff |
Who approves a new executive director for our account? |
|
Fees and increases |
The annual increase method |
What is billed outside the base fee? |
|
Data and property |
Ownership of member data, website, domains, content, social accounts and event contracts |
In what format, on what timeline and at what cost is our data returned? |
|
Staff non-solicitation |
Restrictions on hiring people who served your account |
How long does the restriction last, and is there a fee? |
|
Transition assistance |
The outgoing firm's obligations at the end of the agreement |
What must the firm provide, and at what cost? |
|
Executive Director non-solicitation |
Restriction period and any fee associated with hiring your own executive director |
Can the board hire an executive director directly? Is there a restriction period or fee that applies? |
Questions to send your AMC in writing
- Has our agreement been assigned, and to which legal entity?
- Will any terms change at our next renewal?
- Please confirm in writing that our data, domains and accounts belong to the association.
- What is the cost and timeline for a complete transition if we choose to leave?
FAQ
Does a sale let us out of our contract? Review your assignment and change-of-control provisions. Your agreement answers this question.
What if our contract does not address data ownership? Ask your AMC to confirm ownership in a written amendment now, while the relationship is active and cooperative.
When should we involve our attorney? Before your renewal notice window opens, and before you sign any new agreement presented after a sale.
Questions about your agreement or next steps? Email Matt Ott at matt@MomentumAMC.com.