1.1. The Society shall be called the University of St Andrews Investment Society and shall be affiliated to the University of St Andrews Students' Association.
1.2. The Society shall have the form of a Scottish Unincorporated Membership Association, or SUMA, and no change to the form of the Society shall be allowed except upon a three-quarters vote of members present in a general meeting.
1.3. The authority to effect the operations of the society shall be supremely vested in its members, and shall be exercised on their behalf by a group of selected and elected accountable officials, the Committee. The Members shall have the authority to override and/or remove the decisions of the Committee and its Members. The Members shall have the authority, in a general meeting, to question the Committee, and to be presented with its records. The Committee may only exercise its authority in order to further the mission of the society.
2.1.1. The Society will refer to the University of St Andrews Investment Society.
2.1.2. The Association will refer to the University of St Andrews Students’ Association.
2.1.3. The University will refer to the University of St Andrews.
2.1.4. The Fund will refer to all activities and actions related to the account set up and managed using a Nominee Account format with the University of St Andrews Students’ Association as a signatory, as well as the account itself.
2.1.5. Any reference to any legislation shall include any statutory modification or re-enactment of that legislation.
3.1.1. To allow any matriculated student of the University to explore and develop their knowledge of investment management in a professional, open, and accessible environment.
3.1.2. To establish and manage a Fund to be used as an educational tool.
3.1.3. To establish consistent and reliable links between our members and various individuals within the investment community. In passing on their knowledge and experiences, we shall increase the employability of each of our members.
3.1.4. To endeavour to provide unique insight into the financial industry and deliver an excellent education for each and every one of our members. To that end, we will give our guest speakers free choice of the subject they wish to lecture on.
3.1.5. To establish partnerships with other societies and organisations whose interests align closely with those of the Society in order to increase the profile of the Society and, in turn, benefit our members and the community in which we operate.
3.1.6. To support a charity each year by making a contribution proportional to our Fund's performance.
4.1. All profits resulting from the Fund’s performance, contributions to the Fund, and proceeds of any dissolution of the Fund must remain in the Fund or be donated to a registered charity for the advancement of charitable purposes as defined by the Charities and Trustee Investment (Scotland) Act 2005.
4.2. No individual, member or non-member, may receive any reward in relation to the Fund or utilise the money in the Fund for any purpose not set out herein.
4.2.1. Exception will be given for non-monetary commendations, such as trophies and certificates, as formal recognition for achievement, provided there are no other attached rewards or favourable treatments. Committee members will be ineligible for these commendations and they must be awarded using an unbiased and fair process with decisions based purely on merit.
4.3. At the end of each academic year between 20% and 100% of dividend payments received by the Fund shall be donated to a registered charity.
4.3.1. Decisions regarding donations to registered charities from the Fund will be decided by the exclusive responsibility of the committee.
4.4.1. A report shall be published on the performance of the Fund and each of its investments no less than once each semester and made publicly available.
4.4.2. Members may request a list of all investments held in the Fund at any time, which must be filled within reasonable time.
4.4.3. Details of and rationales for purchases, sales, and reallocations within the Fund will be made publicly available.
4.5. The Fund shall be capitalised using money provided by corporate sponsors and membership fees. At no point will any financial support provided to the Society by the University, the Association, or any other charitable institution be used in relation to the Fund.
4.6. The Fund will be managed through an institution registered with the Financial Conduct Authority or the Prudential Regulation Authority, and of general repute. The signatories on the account shall bear a fiduciary responsibility to protect the assets of the Society. Committee members authorised to carry out approved transactions via this facility will be at the discretion of the President.
4.7. The management of the Fund shall be the full responsibility of the Society. The Association shall have no mandatory part in the management of the Fund, however, it shall retain the full powers and influence gained by being a co-signatory on the Nominee Account.
4.8. At no point will the Fund employ strategies which require it to post margin.
4.9. The Fund's strategy will be based on achieving returns in the medium to long term and no investment shall be made with the intention of holding the investment for less than three months. Should circumstances change sufficiently to invalidate the original rationale for making the investment, the investment may be sold less than three months after its purchase.
4.10. Should there be any substantive concerns regarding the activities of the Society, provided sufficient notice is given and in compliance with any agreements between the Society and the Association, the Association retains the right to disaffiliate the Society.
5.1. The Fund shall be administered by the Fund Management Team (FMT), a subcommittee of the Society. The FMT shall consist of the Head of Fund, two Deputy Heads of Fund, the President, the Vice President, and any other members added at the discretion of the committee. The President and Vice President need not attend FMT meetings or vote in FMT decisions, however, they must be made aware of any FMT meetings and their outcomes.
5.2. The Fund shall be divided into research sub-teams, which shall be administered by an appropriate number of individuals, known as Fund Leaders.
5.2.1. The number of positions and the selection process used will be decided upon by the FMT and made clear to the members of the Society. Decisions must be made based purely on merit and the selection process must be fair, open, and transparent.
5.2.2. At the discretion of the FMT, Fund Leaders may be invited to attend meetings of the FMT on an advisory capacity, but unless other procedure is outlined herein they will not be allowed to vote on proposals.
5.2.3. The FMT may remove Fund Leaders at any time if they have failed to fulfil the role they have been assigned.
5.3.1. Keeping the Fund open and accessible to all members whilst maintaining a non-judgemental environment in which members can learn and build skills in analysing investments.
5.3.2. Encouraging members, regardless of their career interests, to become involved with the Fund and ensuring ways to do so are well publicised.
5.3.3. Ensuring that at least five well researched investment proposals are made to the Society each semester.
5.3.4. Delivering educational talks and providing educational materials to members.
5.3.5. Actively managing Fund sub-teams to ensure they produce quality research.
5.3.6. Deciding on how Fund sub-teams are divided and allocating members to Fund sub-teams.
5.3.7. Resolving conflicts and acting upon complaints regarding the Fund.
5.3.8. Managing the current positions of the Fund and deciding the amount that should be allocated between investments.
5.3.9. Ensuring every member has the opportunity to make a proposal to the FMT to reallocate or sell an investment.
5.3.10. Scheduling regular discussion between the FMT and Fund Leaders to share ideas and further enhance each other's learning experience.
5.3.11. Awarding non-monetary commendations, such as trophies and certificates, as formal recognition for achievement in relation to the Fund, if they so choose, subject to § 4.2.
6.1. Any member may make any investment proposal at the sub-team meeting appropriate to present their proposal.
6.1.1. If the proposer believes the investment proposal has been prematurely or unfairly rejected at the sub-team level, they may present the proposal directly to the FMT who have the authority to grant the proposal inclusion in the Society Investment Meeting (outlined in § 6.3).
6.2. Investment proposals which have been successful at the sub-team level will then be assessed by the FMT at an Internal Review.
6.3. Any investment proposal which has been successful at the Internal Review must be voted upon at a Society Investment Meeting.
6.3.1. The Society will hold a Society Investment Meeting at least once per semester.
6.3.2. The Society Investment Meeting will be open to all members of the Society and all members will have the ability to vote on investment proposals.
6.3.3. At the Society Investment Meeting, the rationale behind the recommendation must be clearly explained followed by an opportunity for members to ask questions.
6.3.4. Proposals with a majority vote shall be purchased into the Fund unless they violate any of the conditions in § 4.2, § 4.8, and § 4.9. If a proposal is rejected as such, full reasons why must be explicitly and publicly stated.
7.1. The Corporate Relations Team (CRT), a subcommittee of the Society, shall be responsible for securing and liaising with corporate sponsors. The CRT will consist of the Head of Corporate Relations, the President, the Vice President, two Deputy Heads of Corporate Relations, and any other members added at the discretion of the committee. The President and Vice President need not attend CRT meetings or vote in CRT decisions, however, they must be made aware of any CRT meetings and their outcomes.
8.1. Ordinary Membership shall be open to all matriculated students of the University, on payment of an annual membership fee. On or after the first day of Candelmas Semester, Ordinary Membership may be purchased for the greater of half of the annual membership fee and the Association’s minimum membership fee.
8.2. Honorary Members may be elected by a General Meeting (GM) provided they are of some status in relation to the aims of the Society, either for life or for a specified period of time, in which case they will be eligible for re-election.
8.3. The Director of Student Development & Activities, the SSC Societies Officers, the SSC Member for Societies Grants, and the SSC Member for Societies Election shall be deemed Honorary Members.
9.1. The Executive Committee shall be made up of the President, Vice President, Head of Fund, Head of Corporate Relations, Secretary, and Treasurer. The Committee may co-opt further members at a GM as it sees fit, but these shall not be Executive Committee members.
9.2.1. Candidates for unelected positions will be chosen purely on merit and applications will be well advertised and open to all members of the Society, provided they are a paid members before the announcement that applications are open.
9.2.2. In exceptional circumstances and by a two-thirds majority, the Committee may choose to not use the procedure outlined for a non-elected role and open the position for election at a GM.
9.2.3. Core FMT and core CRT positions will be allocated prior to the Annual General Meeting (AGM) and the position of President must be filled before the end of each academic year.
9.2.4. In cases where the position of Head of Fund is left vacant due to resignation or removal and no GM is outstanding, the Committee may, by a two-thirds majority, appoint a Deputy Head of Fund as Head of Fund.
9.2.5. In cases where the position of Head of Corporate Relations is left vacant due to resignation or removal and no GM is outstanding, the Committee may, by a two-thirds majority, appoint a member of the core CRT as Head of Corporate Relations.
9.2.6. If positions remain vacant on the core CRT or core FMT following the selection process, the vacant positions will be reopened and the relevant process will be repeated until all vacant positions are filled.
9.3. A FMT Selection Committee (FSC), a subcommittee of the Society, will conduct the FMT selection process.
9.3.1. The FSC will be composed of all members of the current FMT, who are graduating, or for reasons other than having not fulfilled the responsibilities of their role, cannot reasonably be expected to return to the Society in the following year. If less than three Committee members satisfy this condition or are otherwise able to participate in the selection process, members of the Executive Committee not applying for core FMT positions will join the FSC. If the shortcoming is not met, the core FMT positions will be opened for election at a GM.
9.3.2. The FSC, by unanimous decision, may bring on other Committee members in an advisory role. These additional members will not be allowed to vote on FSC decisions.
9.3.3. After conducting interviews, the FSC will present each of their chosen candidates to the Committee. The Committee may disqualify any candidate by a two-thirds majority in favour of disqualification. If any candidate is not approved, the FSC, if they so choose, may present further candidates using the same procedure.
9.3.4. Any candidates approved by the Committee must be presented at a GM of the Society for approval by the members. If a majority of the members present at the GM disagree with a proposed candidate, the position will be opened for election at the current or subsequent GM.
9.3.4.1. A candidate approved by the Committee for a role which was vacant at the time application for the positions were opened will assume their role immediately upon approval and will not be subject to approval by the members at a GM.
9.4. A CRT Selection Committee (CSC), a subcommittee of the Society, will conduct the CRT selection process.
9.4.1. The CSC will be composed of all members of the current CRT, who are graduating, or for reasons other than having not fulfilled the responsibilities of their role, cannot reasonably be expected to return to the Society in the following year. If less than three Committee members satisfy this condition or are otherwise able to participate in the selection process, members of the Executive Committee not applying for core CRT positions will join the CSC. If the shortcoming is not met, the core CRT positions will be opened for election at a GM.
9.4.2. The CSC, by unanimous decision, may bring on other Committee members in an advisory role. These additional members will not be allowed to vote on CSC decisions.
9.4.3. After conducting interviews, the CSC will present each of their chosen candidates to the Committee. The Committee may disqualify any candidate by a two-thirds majority in favour of disqualification. If any candidate is not approved, the CSC, if they so choose, may present further candidates using the same procedure.
9.4.4. Any candidates approved by the Committee must be presented at a GM of the Society for approval by the members. If a majority of the members present at the GM disagree with a proposed candidate, the position will be opened for election at the current or subsequent GM.
9.4.4.1. A candidate approved by the Committee for a role which was vacant at the time application for the positions were opened will assume their role immediately upon approval and will not be subject to approval by the members at a GM.
9.5. A President Selection Committee (PSC), a subcommittee of the Society, will conduct the presidential selection process.
9.5.1. The PSC will be composed of all members of the Executive Committee who are graduating, or for reasons other than having not fulfilled the responsibilities of their role, cannot reasonably be expected to return to the Society in the following year. If less than three Committee members satisfy this condition or are otherwise able to participate in the selection process, all Committee members who are not applying for the role of President and who are not already on the PSC will be able to elect, from themselves, members to the PSC, by a two-thirds majority. If the shortcoming is not met, the position of President will be opened for election at a GM of the Society.
9.5.2. The PSC, by unanimous decision, may bring on other Committee members in an advisory role. These additional members will not be allowed to vote on PSC decisions.
9.5.3. After conducting interviews, the PSC will present their chosen candidate or candidates to the Committee. Candidates will be approved if a two-thirds majority vote in favour. If any candidate is not approved, the PSC, if they so choose, may present further candidates using the same procedure.
9.5.4. If no candidates are approved by the Committee the position will be opened for election at the current or subsequent GM.
9.5.5. If only one candidate is proposed by the Committee for the position of President and if a majority of the members present disagree with the Committee’s proposed candidate, the position will be opened for election at the current or subsequent General Meeting.
9.6. GM’s may be called exclusively by normal Committee vote, and shall be announced ten (10) working days before such meeting. Reasonable notice shall be given to all members of record of any such meeting.
9.7. Quorum for a general meeting shall be any group of members of record greater than five percent (5.0%) of the members of record of the Society at the time of the GM’s announcement.
9.8. While engaged in a general meeting, the Members of the Society shall have the authority, by simply majority vote, to make any decision or adopt any such policy as those members deem necessary and appropriate for the aims of the Society, unless another voting procedure is specified herein.
9.9. GMs shall be chaired by the President of the Society, or the Vice President should the President be incapacitated or unable to attend, or the Secretary if both the President and Vice President are incapacitated or unable to attend.
9.9.1. The Chair of the GM may use any form of parliamentary procedure they deem appropriate, provided that it gives due regard to the opinion of members and allows for debate to continue until a majority of members call for its conclusion.
9.10. The Committee shall, during Candlemas semester, call annually an AGM, for the purposes of electing new Committee Members, and for ratifying the following Year’s membership dues, and for any other purposes.
9.10.1. All elected positions will be reopened for election at the AGM. If no member is elected to the position at the AGM, the position will remain vacant.
9.11. By a duly proposed and seconded motion at a GM, any member may propose the removal of a Committee member from their position. The motion will pass if a two-thirds majority of members present vote in favour.
9.12. Any member who is elected or otherwise approved for a role on the Committee at a GM will assume there role when said GM is adjourned. The previous holder of the role will cease to hold that role when said GM is adjourned.
9.13. GMs will be conducted in a manner that is fair, open, and upholds the aims and values of the Society.
10.1. The Committee shall consist of at least nine members and shall meet at least four times each semester.
10.2. Only the President has the authority to call Committee meetings unless a written proposal is presented to the President by two-fifths of the members of the Committee.
10.3. Committee members must be given at least 24-hour notice of any Committee meeting.
10.4. The FMT and CRT will give a summary of their activities at each Committee meeting.
10.5. The Committee shall ensure that minutes are made of all proceedings at GMs and Committee meetings and that the minutes include explicit vote counts for all proposals which are voted on.
10.5.1. The Secretary shall take minutes for each GM and Committee meeting unless the President designates another individual to do so.
10.6.1. Any proposal which does not fall under the responsibilities of a subcommittee and for which no alternative voting procedure is specified will be voted on by the Committee. To pass, a simple majority including the President must vote in favour or a two-thirds majority must vote in favour if the President is opposed.
10.6.2. Any proposal which falls under the responsibilities of a subcommittee and for which no alternative voting procedure is specified will only be voted on by members of the subcommittee. To pass, a simple majority is needed. If the vote ties and no compromise is subsequently reached, the Committee will vote on the given proposal.
10.7. Committee members may not share the contents of Committee meetings to persons who are not members of the Committee. Subcommittee members may not share the contents of subcommittee meetings to persons who are not members of said subcommittee.
10.7.1. This condition will be waived entirely or in part to comply with any enclosures mandated herein.
10.7.2. This condition can be waived entirely or in part by the President or by a proposal passed by the Committee or relevant subcommittee. The President may not waive this condition with relation to the PSC if they are not a member.
10.7.3. This condition will be waived entirely or in part to comply with § 12 or a request from the University, the Association, the Director of Student Development & Activities, the SSC Societies Officers, the SSC Member for Societies Grants, or the SSC Member for Societies Election.
10.8. No Committee member shall derive any financial profit or gain through their position, including favourable rates on goods or services, unless the same benefit is available to any and all members of the Society.
10.9. Any Committee member may resign at any point by submitting written notice thereof to the President or Secretary. Such resignation shall take effect at the time specified in the notice therefor or, in the absence of a specified time, upon receipt of the notice.
10.10. No contract may be signed on behalf of the Society unless it is approved by a vote of the Committee or relevant subcommittee.
10.11. The Committee may delegate any of their powers to any existing or newly created subcommittee consisting of one or more Committee members.
10.11.1. Any delegation of powers may be made subject to such conditions as the Committee may impose and may be revoked or altered.
10.11.2. The rules of procedure for the subcommittee for powers delegated to it by the Committee shall be as prescribed by the Committee, provided they do not conflict with other procedure outlined herein.
10.11.3. The Committee may not revoke, reduce, or impose conditions on any of the authorities or responsibilities of any subcommittees or their members which are stated herein.
10.12. The Committee shall be able to take action by unanimous consent upon any duly made motion in a Committee meeting.
10.13. The Committee shall have the authority to take any action by written consent, transmitted physically or electronically, and such actions shall be governed by the same procedure as would apply in any regular meeting of the Committee.
11.1. The President shall be the Society’s primary point of contact with the Association.
11.2.1. The President may not allocate tasks and responsibilities which would conflict with § 3, § 12, or the principles and policies of the Association or the University.
11.2.2. The President may not allocate tasks and responsibilities which are otherwise covered herein or which conflict with any proposal or modification to the Society approved at a GM or through the procedures outlined herein.
11.3. The President shall be responsible for outlining objectives for the Society. The Committee may amend these objectives by passing a proposal.
11.4. The President may delegate any of their powers to any existing or newly created subcommittee consisting of one or more Committee members.
11.4.1. Any delegation of powers may be made subject to such conditions as the President may impose and may be revoked or altered.
11.4.2. The rules of procedure for the subcommittee for powers delegated to it by the President shall be as prescribed by the President, provided they do not conflict with other procedure outlined herein.
11.4.3. The President may not revoke, reduce, or impose conditions on any of the authorities or responsibilities of any subcommittees or their members which are stated herein.
12.1. The Committee shall follow the Standing Orders for all affiliated societies as laid down by the Societies Committee of the Association.
13.1. The finances of the Society shall be dealt with along the lines laid down by the Societies Committee.
13.2. In the event of a deficit, this shall be paid off by an equal subscription from all members.
13.3. The annual subscription shall be reviewed annually by the Committee and consequently approved at the AGM.
13.4. Two signatories of the Association Cash Office shall appear on the Society's bank mandate.
13.5. Society funds will only be used to benefit the Society as a whole or for the fulfilment of its aims.
14.1. We are in the process of establishing more relationships with outside organisations to increase the educational benefit we can offer as a Society.
14.2. All members shall have the option of not contributing to outside affiliations.
15.1. The quorum for a Committee meeting of the Society shall be at least two-thirds of all Committee members, provided at least one of them is the President or Vice President.
15.2. The quorum for a meeting of a subcommittee of the Society shall be a simple majority of all subcommittee members. If the President is a member of the subcommittee or if there is a designated head of the subcommittee other than the President, quorum for the subcommittee meeting will additionally require that at least one of the subcommittee members present is the President or the head of the subcommittee.
16.1. A copy of this constitution will be made publicly available and displayed at every Committee meeting and GM.
16.2. Constitutional amendments shall be voted on at a GM on the advice and consent of the Committee or by a duly proposed and seconded motion. The motion will pass if a two-thirds majority of members present vote in favour.


How do I request a second level internal appeal?
If you have a group plan and your insurer denies your claim after the first level internal appeal, you may have to request a second level internal appeal. During a second level internal appeal, you will have the right to appear in person and present your case directly to your health insurer’s representatives.
Your health insurer must notify you if it offers a second level appeal. It will provide you with instructions on how to request the appeal and the deadline for filing the request. It will also provide you with instructions on how to waive the second internal appeal if you decide you do not want to request one.
30 days if you have received the service or treatment but have been denied for reimbursement.
In what circumstances can I apply for an independent medical review?
During an independent medical review (also referred to as an external review), an independent third party reviews your insurer’s decision.
Your health care provider certifies in writing that the requested treatment would be significantly less effective if not initiated promptly.
How do I request an independent medical review?
You can submit a request for an independent medical review to the Kansas Department of Insurance (“Department”) within 120 days of receiving a final decision from your insurer.
You should contact the Department at (800) 432-2484 to request a copy of the Independent Medical Review request form.
All correspondence sent to you by your insurer.
To request an expedited independent medical review, contact the Department at (800) 432-2484 and ask for an independent medical review coordinator to help you with the process.
How long will the independent medical review process take?
Within ten business days of receiving your request for an independent medical review, the Department will determine whether your situation qualifies for review by an independent review organization. If your request is approved, the Department will forward your request to an independent review organization for further examination. A written decision will be issued to you within 30 business days. If you requested an expedited independent medical review, the process should take no longer than 72 hours after your request is received.
If you are a Kansas resident and your insurer denies your coverage after the independent medical review process, you can file a complaint with the Department.
The reason for and details of the complaint.
Once the Department receives your complaint, it will forward a copy to your insurance company for a response and send you a letter of acknowledgement. If the health insurer has violated a law or regulation, the Department will request that the insurer take corrective action.
You can contact the Department at (785) 296-7829 or (800) 432-2484. The Department is open from 8:00 a.m. to 5:00 p.m. Monday through Friday.
 Kan. Stat. Ann. § 40-22a09a (2015).
 Kan. Stat. Ann. § 40-22a14(d)(2) (2015).
 Health Insurance in Kansas, Kan. Ins. Dept. (July 1, 2015), http://www.ksinsurance.org/documents/healthlife/health/KID-Issue-Brief.pdf.
 Kan. Admin. Regs. § 40-4-42g (2016).
 Kan. Code Ann. § 40-22a14 (2015); Kan. Admin. Regs. § 40-4-42d (2016).
 Kan. Code Ann. § 40-22a13 (2015); Kan. Admin. Regs. § 40-4-42d (2016).
 Independent Medical Review, Kan. Ins. Dept., (Jan. 2015), http://www.ksinsurance.org/documents/healthlife/health/KID-Issue-Brief.pdf.
 Kan. Admin. Regs. § 40-4-42c (2016).
 Kan. Admin. Regs. § 40-4-42b (2016).
 Kan. Stat. Ann. § 40-22a15 (2015).
 Consumer Complaint Form, Kan. Ins. Dept., http://www.ksinsurance.org/documents/department/Complaint_Form.pdf (last visited Dec. 1, 2016).
 Complaint Form, Kan. Ins. Dept., http://www.ksinsurance.org/documents/department/Complaint_Form.pdf.
 How to File a Complaint, Kan. Ins. Dept., (Jan. 2015), http://www.ksinsurance.org/documents/department/publications/how-to-file-a-complaint.pdf.


Walter A. Pickhardt, Faegre Baker Daniels LLP, Minneapolis, Minnesota, for respondents.
Lori Swanson, Attorney General, Jennifer A. Kitchak, Assistant Attorney General, Saint Paul, Minnesota, for relator.
Mary L. Knoblauch, Anthony Ostlund Baer & Louwagie P.A., Minneapolis, Minnesota; and Helen Hecht, Bruce J. Fort, Washington, D.C., for amicus curiae Multistate Tax Commission.
1. HMN Financial, Inc. v. Commissioner of Revenue, 782 N.W.2d 558 (Minn.2010), does not preclude the Commissioner of Revenue from using the alternative-apportionment authority permitted by Minnesota Statutes section 290.20, subdivision 1 (2016), if that authority is properly invoked and applied.
2. To exercise the alternative-apportionment authority under Minnesota Statutes section 290.20, subdivision 1, the Commissioner must present substantial evidence to show (1) that the apportionment method required by Minnesota Statutes section 290.191 (2016) does not "fairly reflect" the taxpayer's taxable net income arising from Minnesota sources, and (2) that an alternative apportionment method does so.
In this appeal, we consider whether the Commissioner of Revenue ("the Commissioner") properly invoked her alternative-apportionment authority under Minnesota Statutes section 290.20, subdivision 1 (2016), and if so, what burden the Commissioner bears when using that authority. Respondents Associated Bank, N.A., and its affiliates ("the Bank"), which include the members of two Wisconsin limited liability companies (LLCs), objected to the Commissioner's assessment of additional state corporate franchise tax liability for tax years 2007 and 2008. Although the Bank correctly calculated the tax owed based on the relevant statutes for apportioning income to Minnesota, the Commissioner concluded that the method used did not "fairly reflect" the Bank's income from Minnesota sources under section 290.20, subdivision 1. Accordingly, the Commissioner invoked her authority under section 290.20, subdivision 1, and applied an alternative apportionment method that she contends fairly reflects the Bank's income allocable to Minnesota.
After exhausting its administrative remedies, the Bank appealed to the tax court, arguing that the Commissioner improperly invoked her authority under section 290.20, subdivision 1. Relying on our decision in HMN Financial, Inc. v. Commissioner of Revenue, 782 N.W.2d 558 (Minn. 2010), the tax court agreed with the Bank and reversed the Commissioner's order. Because we conclude that HMN Financial is not dispositive and that the Legislature plainly gave the Commissioner the authority to use an alternative apportionment method under the circumstances presented here, we reverse and remand.
The parties have stipulated to the underlying facts. During 2007 and 2008, Associated Bank, N.A. ("Associated Bank"), was a nationally-chartered bank headquartered in Wisconsin, operating as a wholly-owned subsidiary of Associated Banc-Corp, a bank holding company. Associated Bank had banking locations in Wisconsin, Illinois, and Minnesota, as well as loan-production offices in other states.
In September 2007, Associated Banc-Corp created two LLC partnerships under Wisconsin law: Associated MN Commercial RE, LLC ("Commercial LLC") and Associated MN Retail RE, LLC ("Retail LLC"). It is undisputed that Associated Banc-Corp created the two LLCs to minimize the Minnesota corporate franchise tax liability of the LLCs' members.
Each LLC had two members, and each member transferred either a loan portfolio or money to the LLC to secure its partnership interest. Associated Bank and ASBC Investment Corporation ("ASBC"), a wholly-owned subsidiary of Associated Bank, became members of Commercial LLC. Associated Bank exchanged its entire Minnesota commercial loan portfolio (consisting of commercial loans, consumer loans, and construction loans worth $1.359 billion) for a 99-percent interest in Commercial LLC. ASBC paid $13.7 million for a 1-percent interest in Commercial LLC.
Retail LLC also had two members: Associated Minnesota Real Estate Corporation ("MN Real Estate") and Associated Bank. MN Real Estate transferred its Minnesota retail loan portfolio (consisting of residential home loans worth $707 million) in exchange for a 99-percent interest in Retail LLC. Associated Bank paid $7.1 million for the remaining 1-percent interest in Retail LLC.
Transferring the loans to the LLCs did not change the management of the loans, except that new reports were generated to track the loan portfolios. The loans continued to be secured by tangible or real property located in Minnesota, and to the extent that any loans were unsecured, the borrowers had Minnesota mailing addresses. After the loans were transferred to the LLCs, the loans earned nearly $28 million in interest income during the remaining months of 2007 and another $114.6 million in interest income in 2008.
Minnesota imposes a tax on the taxable income of businesses, including the Bank, that "engage in contacts with [Minnesota] that produce gross income attributable to [Minnesota]." Minn. Stat. § 290.02 (2016). When a taxpayer conducts business in Minnesota and other states, the combined income is allocated to each state through "an apportionment formula that generates a fair share of the combined income attributable to each state for tax purposes." Kimberly-Clark Corp. v. Comm'r of Revenue, 880 N.W.2d 844, 846 (Minn. 2016); see Minn. Stat. § 290.17, subd. 3 (2016); Caterpillar, Inc. v. Comm'r of Revenue, 568 N.W.2d 695, 696-97 (Minn. 1997).
The income of a multi-state unitary business,  such as the Bank, is apportioned to Minnesota by using a method, or "formula," prescribed by Minnesota Statutes section 290.191 (2016). The applicable apportionment method depends on the type of entity. See generally Minn. Stat. § 290.191. In 2007 and 2008, for a "financial institution," a three-factor formula apportioned net income by accounting for: (1) sales or receipts, which included loan interest; (2) property, which included the value of intangible property, such as loans; and (3) payroll. Minn. Stat. § 290.191, subds. 3, 6, 11. Non-financial entities used the "[a]pportionment formula of general application," another three-factor formula, accounting for: (1) sales, (2) property, and (3) payroll. Id., subds. 2, 5, 9-10, 12. Accordingly, loan-interest receipts and intangible property were not accounted for in the general apportionment formula. See id.; see also id., subd. 6(f)-(i) (accounting for "[i]nterest income" only when determining the receipts factor for financial institutions).
The parties agree that, in 2007 and 2008, each LLC member was a "financial institution," but each LLC was not, and therefore different apportionment methods applied to the members and the LLCs under section 290.191. Specifically, the general apportionment formula applied to the LLCs and the financial-institution apportionment formula applied to the members. Because the LLCs were not financial institutions, the LLCs, unlike the members, did not have to include certain interest income in calculating their taxable net income using the general apportionment formula. As a result, each LLC reported zero receipts, zero property, zero payroll, and an overall apportionment factor of zero on its 2007 and 2008 Minnesota partnership tax returns. In turn, the LLCs reported zero apportionment factors to their members, Associated Bank, ASBC, and MN Real Estate.
The Bank, including the members of the LLCs, then filed combined Minnesota Corporation Franchise Tax Returns for 2007 and 2008. In the returns, the Bank apportioned income to Minnesota by calculating apportionment factors for each member of the LLCs-Associated Bank, MN Real Estate, and ASBC. Each member combined its apportionment factor (from the financial-institution apportionment formula) with its share of its LLC's apportionment factor of zero (from the general apportionment formula), as required by Minnesota Statutes section 290.17, subdivision 4(j) (2012) (requiring "the entire net income of the unitary business" to be "apportioned among the entities by using each entity's Minnesota factors for apportionment purposes"). The Bank's sales factors therefore excluded the interest earned from the Minnesota loans held by the LLCs, and the Bank's property factors excluded the value of the LLCs' Minnesota loans. As intended, the resulting income allocable to Minnesota excluded all of the Bank's interest income from the LLCs' Minnesota business activities.
The Commissioner subsequently audited the Bank and issued a Notice of Change in Tax. The Commissioner found that applying the general apportionment formula to the LLCs-the method prescribed under section 290.191-did not "fairly reflect" the Bank's "taxable net income allocable" to Minnesota because applying the prescribed formula to the LLCs failed to account for the Bank's Minnesota business activities. The result of using the prescribed formula, the Commissioner concluded, distorted the Bank's income by failing to report "Minnesota sourced income" that should have been allocated to the State.
Accordingly, the Commissioner invoked her authority under section 290.20, subdivision 1, and applied an alternative apportionment method to correct that distortion of reported income by accounting for the Bank's interest income from Minnesota loans. Specifically, the Commissioner recalculated apportionment at the LLC level by including interest income and loan values from the LLCs' Minnesota loans in the "receipts factor" and the "property factor"-income that was not included in the general apportionment formula for non-financial institutions. She then incorporated, on a pro-rata basis, each member's share of the LLCs' "receipts factor" and "property factor" into the Bank's apportionment percentages. In effect, the Commissioner's alternative apportionment method treated the LLCs, which were not financial institutions, as financial institutions.
Based on the recalculation of net income, the Commissioner assessed the Bank approximately $2.16 million and $2.78 million in additional corporate franchise tax for 2007 and 2008, respectively. Following an administrative appeal, the Commissioner upheld the audit determination, explaining that the general apportionment formula, although correctly applied, excluded interest earned from Minnesota loans and the value of those loans, which resulted in a "distortion" of the taxpayer's taxable net income allocable to Minnesota, not a fair reflection of that income. In contrast, the Commissioner concluded, the alternative apportionment method applied during the audit fairly reflected the Bank's net income allocable to Minnesota.
The Bank appealed to the tax court. The case was submitted to the tax court for decision based on stipulated facts and an agreed upon set of exhibits. Agreeing with the Bank, the tax court concluded that the Commissioner could not exercise her authority under section 290.20 in the manner that she did. Associated Bank, N.A. v. Comm'r of Revenue, No. 8851-R, 2017 WL 1430657, at *6-7 (Minn. T.C. Apr. 18, 2017). Explaining that it was "bound" by our decision in HMN Financial, id. at *6 n.52, the tax court concluded that the Commissioner failed to rebut the statutory presumption under section 290.20, subdivision 1, that the prescribed apportionment methods in section 290.191 "fairly and correctly" apportioned the Bank's net income to the State, id. at *6-7. The tax court therefore held that the Commissioner had impermissibly used an alternative apportionment method to determine the Bank's Minnesota tax liability. It further explained that the Commissioner could not "look through or disregard the taxpayers' corporate structure" to apply the financial-institution apportionment formula to the LLCs. Id. at *6. Doing so, the tax court reasoned, "circumvent[ed] Minn. Stat. § 290.191 and HMN Financial" because the Commissioner merely objected to the resulting reduction in the Bank's tax liability rather than the apportionment method used by the Bank. Id. at *7.


Subrogation professionals are duty-bound to maximize a workers’ compensation subrogation recovery for a workers’ compensation carrier and its insured employer, who is eager to maintain a favorable experience rating. They dream about claims in which they demand 100% of a policy limits third-party recovery, not because they wish the employee ill-will, but because they have the responsibility to maximize subrogation recoveries in general. A recent New York Supreme Court case fulfilled one such subrogation professional’s dream, despite threats of bad faith for not compromising the lien. The Court confirmed their right to insist on the full third-party recovery under New York law. It should serve as a rallying cry for workers’ compensation claims professionals across the country and a poster child for reforming the law in a few states that have become hostile to the tremendous social and economic benefits of subrogation.
In Estevez v. Public Defender Trust, 2018 WL 5315290 (N.Y. Sup. Ct., Oct. 25, 2018), Estevez was injured on the job when a vehicle owned by Public Defender Trust backed into him while he was pushing a hand truck in New York City. Coincidentally, Liberty Mutual was both the workers’ compensation carrier for Estevez and the liability carrier for the defendant. It paid $898,881.47 in benefits. Estevez hired an attorney who sued the defendant, revealing only $250,000 in liability policy limits. The plaintiff’s counsel asked Liberty Mutual to compromise its lien, but it offered to waive only $10,000 of its lien so that the employee would “recover something” from the settlement. Estevez filed a motion urging the Court to find both that this was bad faith and that the Made Whole Doctrine should apply, requiring the carrier to intervene and protect its right of subrogation.
The case was litigated in the New York Supreme Court. New York’s court system is confusing because it is nominally different than the court systems of most other states. Generally, a New York statewide trial court is referred to as a Supreme Court. The Supreme Court is a trial court of unlimited jurisdiction, but it generally hears only cases that are outside the jurisdiction of other trial courts with more limited jurisdiction. In issuing its ruling, the Supreme Court began by reminding us that a workers’ compensation carrier that pays compensation benefits is entitled to a lien against any net recovery from the third-party action for all sums it has paid to the employee. N.Y. Work. Comp. § 29(1). Therefore, Liberty Mutual’s lien for benefits paid to Estevez attaches to any recovery in the third-party action. Dietrick v. Kemper Ins. Co., 557 N.Y.S.2d 301 (N.Y. 1990). The carrier’s lien is a lien against the “net recovery” by the plaintiff, which is determined by deducting all reasonable and necessary expenditures, including attorneys’ fees incurred, from the third-party recovery. If the carrier is responsible for obtaining the recovery, the proceeds are used to repay both the past and future workers’ compensation obligations and two-thirds of any excess belongs to the claimant after deducting expenses. N.Y. Work. Comp. § 29.
This “super lien” has been characterized by the New York Court of Appeals as “inviolable against any recovery by a compensation claimant.” Matter of Granger v. Urda, 375 N.E.2d 380 (N.Y. 1978). The irreducible nature of this lien is further illustrated by a case in which the court discussed the priority of the various claims being made against the proceeds of a settlement obtained by the petitioner in connection with a work-related injury. Daniels v. Monroe County Child Support Collection Unit, 783 N.Y.S.2d 443 (N.Y. 2004). In Daniels, the workers’ compensation lien took priority even over the Monroe County Child Support Collection Unit’s claim for unpaid child support.
The Supreme Court denied Estevez’ motion, holding that the refusal of Liberty Mutual to reasonably compromise its lien did not constitute bad faith. Once and for all, New York confirmed that the rules and limitations applicable to equitable subrogation (Made Whole Doctrine, etc.) did not apply to the statutory lien held by a subrogated workers’ compensation carrier under § 29. It became readily apparent in the Estevez case that the interloper in the case was actually plaintiff’s counsel. Were it not for him, the employee would have recovered some amount and the carrier would have received the remainder as statutory reimbursement of its lien.
Interestingly, there was no anti-subrogation argument brought up by plaintiff’s counsel. The Anti-Subrogation Rule (“ASR”) is a common law rule stating that a subrogated insurance company standing in the shoes of its insured cannot bring a subrogation action against or sue its own insured. Sometimes known as the “suing your own insured” defense, the ASR was originally developed based on the logical premise that because the carrier stands in the shoes of its insured, it would essentially be suing itself. Therefore, no right of subrogation can arise in favor of an insurance company against its own insured. The argument that wasn’t made was that Liberty Mutual (as subrogated workers’ compensation carrier) was subrogating against its own insured under the Liberty Mutual liability policy. The reason for this may be that counsel simply didn’t think of it; or that it wasn’t raised because it likely wouldn’t apply in New York where the insurer is not seeking subrogation against its own insured for a claim arising from the very same risk for which the insured was covered. St. John’s Univ. v. Butler Rogers Baskett Architects, P.C., 2012 WL 502671 (N.Y. App. 2012).
The Estevez ruling should embolden workers’ compensation carriers and claims handlers who are intimidated into accepting less than what they would otherwise be entitled. It isn’t bad faith—it’s just good subrogation practice.
If you should have questions regarding this article or subrogation in general, please do not hesitate to contact Gary Wickert at gwickert@mwl-law.com.


Anthony G. Amsterdam, Stanford, Cal., for petitioners.
H. Edgar Lentz, Baltimore, Md., for respondent.
A jury in Baltimore City Criminal Court convicted petitioners of violating Md.Ann.Code, Art. 27, § 123 (1967 Repl. Vol.),1 which prohibits 'acting in a disorderly manner to the disturbance of the public peace, upon any public street * * * in any (Maryland) city * * *.'2 The prosecution arose out of a demonstration protesting the Vietnam war which was staged between 3 and shortly after 5 o'clock on the afternoon of March 28, 1966, in front of a United States Army recruiting station located on a downtown Baltimore street. The Maryland Court of Special Appeals rejected petitioners' contention that their conduct was constitutionally protected under the First and Fourteenth Amendments and affirmed their convictions. 3 Md.App. 626, 240 A.2d 623 (1968). The Court of Appeals of Maryland denied certiorari in an unreported order. We granted certiorari, 396 U.S. 816, 90 S.Ct. 109, 24 L.Ed.2d 68 (1969). We reverse.
The trial judge instructed the jury that there were alternative grounds upon which petitioners might be found guilty of violating § 123. The judge charged, first, that a guilty verdict might be returned if the jury found that petitioners had engaged in 'the doing or saving or both of that which offends, disturbs, incites or tends to incite a number of people gathered in the same area.' The judge also told the jury that '(a) refusal to obey a policeman's command to move on when not to do so may endanger the public peace, may amount to disorderly conduct.'3 So instructed, the jury returned a general verdict of guilty against each of the petitioners.
Since petitioners argue that their conduct was constitutionally protected, we have examined the record for ourselves. When 'a claim of constitutionally protected right is involved, it 'remains our duty * * * to make an independent examination of the whole record." Cox v. Louisiana (I), 379 U.S. 536, 545 n. 8, 85 S.Ct. 453, 13 L.Ed.2d 471 (1965). We shall discuss first the factual situation that existed until shortly before 5 o'clock on the afternoon of the demonstration, since the pattern of events changed after that time. There is general agreement regarding the nature of the events during the initial period.
Clearly the wording of the placards was not within that small class of 'fighting words' that, under Chaplinsky v. New Hampshire, 315 U.S. 568, 574, 62 S.Ct. 766, 770, 86 L.Ed. 1031 (1942), are 'likely to provoke the average person to retaliation, and thereby cause a breach of the peace,' nor is there any evidence that the demonstrators' remarks to the crowd constituted 'fighting words.' Any shock effect caused by the placards, remarks and peaceful marching must be attributed to the content of the ideas being expressed, or to the onlookers' dislike of demonstrations as a means of expressing dissent. But '(i)t is firmly settled that under our Constitution the public expression of ideas may not be prohibited merely because the ideas are themselves offensive to some of their hearers,' Street v. New York, 394 U.S. 576, 592, 89 S.Ct. 1354, 1366, 22 L.Ed.2d 572 (1969); see also Cox v. Louisiana (I), supra; Edwards v. South Carolina, 372 U.S. 229, 83 S.Ct. 680, 9 L.Ed.2d 697 (1963); Terminiello v. Chicago, 337 U.S. 1, 69 S.Ct. 894, 93 L.Ed. 1131 (1949), or simply because bystanders object to peaceful and orderly demonstrations. Plainly nothing that occurred during this period could constitutionally be the ground for conviction under § 123. Indeed, the State makes no claim that § 123 was violated then.
There is irreconcilable conflict in the evidence as to what next occurred. The prosecution's witnesses testified that the marshals and the police officers 'escorted' the petitioners outside, and that the petitioners thereupon sat or lay down, 'blocking free passage of the sidewalk.' The police lieutenant in charge stated that he then took over and three times ordered the petitioners to get up and leave. He testified that when they remained sitting or lying down, he had each of them picked up bodily and removed to a patrol wagon. In sharp contrast, defense witnesses said that each petitioner was thrown bodily out the door of the station and landed on his back, that petitioners were not positioned so as to block the sidewalk completely, and that no police command was given to them to move away; on the contrary, that as some of them struggled to get to their feet, they were held down by the police officers until they were picked up and thrown into the patrol wagon. The evidence is clear, however, that while petitioners were on the sidewalk, they began to sing 'We Shall Overcome' and that they were surrounded by other demonstrators carrying antiwar placards. Thus, petitioners remained obvious participants in the demonstration even after their expulsion from the recruiting station.6 A crowd of 50—150 people, including the demonstrators, was in the area during this period.
The reaction of the onlookers to these events was substantially the same as that to the earlier events of the afternoon. The police lieutenant added only that two uniformed marines in the crowd appeared angry and that a few other bystanders 'were debating back and forth about Bomb Hanoi and different things and I had to be out there to protect these people because they wouldn't leave.' Earlier too, however, some of the crowd had taken exception to the petitioners' protest against the Vietnam war.
On this evidence, in light of the instructions given by the trial judge, the jury could have rested its verdict on any of a number of grounds. The jurors may have found that petitioners refused 'to obey a policeman's command to move on when not to do so (might have endangered) the public peace.' Or they may have relied on a finding that petitioners deliberately obstructed the sidewalk, thus offending, disturbing, and inciting the bystanders.7 Or the jurors may have credited petitioners' testimony that they were thrown to the sidewalk by the police and held there, and yet still have found them guilty of violating § 123 because their anti-Vietnam protest amounted to 'the doing or saying * * * of that which offends, disturbs, incites or tends to incite a number of people gathered in the same area.' Thus, on this record, we find that petitioners may have been found guilty of violating § 123 simply because they advocated unpopular ideas. Since conviction on this ground would violate the Constitution, it is our duty to set aside petitioners' convictions.
Stromberg v. California, 283 U.S. 359, 51 S.Ct. 532, 75 L.Ed. 1117 (1931), is the controlling authority. There the jury returned a general verdict of guilty against an appellant charged under a California statute marking it an offense publicly to display a red flag (a) 'as a sign, symbol or emblem of opposition to organized government,' (b) 'as an invitation or stimulus to anarchistic action,' or (c) 'as an aid to propaganda that is and was of a seditious character.' Id., at 361, 51 S.Ct., at 533. This Court held that clause (a) was unconstitutional as possibly punishing peaceful and orderly opposition to government by legal means and within constitutional limitations. The Court held that, even though the other two statutory grounds were severable and constitutional, the conviction had to be reversed, because the verdict 'did not specify the ground upon which it rested. As there were three purposes set forth in the statute, and the jury was instructed that their verdict might be given with respect to any one of them, independently considered, it is impossible to say under which clause of the statute the conviction was obtained. If any one of these clauses, which the state court has held to be separable, was invalid, it cannot be determined upon this record that the appellant was not convicted under that clause. * * * (T)he necessary conclusion from the manner in which the case was sent to the jury is that, if any of the clauses in question is invalid under the Federal Constitution, the conviction cannot be upheld.' 283 U.S., at 368, 51 S.Ct., at 535. See also Williams v. North Carolina, 317 U.S. 287, 63 S.Ct. 207, 87 L.Ed. 279 (1942); Terminiello v. Chicago, supra; Yates v. United States, 354 U.S. 298, 77 S.Ct. 1064, 1 L.Ed.2d 1356 (1957); Street v. New York, supra.
On this record, if the jury believed the State's evidence, petitioners' convictions could constitutionally have rested on a finding that they sat or lay across a public sidewalk with the intent of fully blocking passage along it, or that they refused to obey police commands to stop obstructing the sidewalk in this manner and move on. See, e.g., Cox v. Louisiana (I), supra, 379 U.S. at 554—555, 85 S.Ct., at 464—465; Shuttlesworth v. Birmingham, 382 U.S. 87, 90—91, 86 S.Ct. 211, 213—214, 15 L.Ed.2d 176 (1965). It is impossible to say, however, that either of these grounds was the basis for the verdict. On the contrary, so far as we can tell, it is equally likely that the verdict resulted 'merely because (petitioners' views about Vietnam were) themselves offensive to some of their hearers.' Street v. New York, supra, 394 U.S., at 592, 89 S.Ct. at 1366. Thus, since petitioners' convictions may have rested on an unconstitutional ground, they must be set aside.
The judgment of the Maryland Court of Special Appeals is reversed and the case is remanded for further proceedings not inconsistent with this opinion. It is so ordered.
The trial in the Criminal Court was de novo upon appeal from a conviction in the Municipal Court of Baltimore. The Criminal Court judge sentenced each petitioner to 60 days in jail and a $50 fine.
The statute was amended in 1968 but without change in the operative language involved in this case. See Md.Ann. Code, Art. 27, § 123(c) (Supp.1969).
Petitioners' conduct in the station is not at issue in this case, since the State did not prosecute them for their conduct in that place.
The local police officers were deputized as marshals because their local police powers did not extend to the federally operated recruiting station.
The defense evidence indicated that petitioners were on the sidewalk after their removal from the recruiting station for only five minutes. A prosecution witness testified that they were there for 15 or 20 minutes.