FAQ - What’s in a Name?

AASHTO re:source Q&A Podcast Transcript
 Season 3, Episode 8: FAQ - What’s in a Name?

Recorded: June 10, 2022
 Released: June 28, 2022

Hosts: Brian Johnson, AASHTO Accreditation Program Manager and Kim Swanson, Communications Manager at AASHTO re:source

Note: Please reference AASHTO re:source and AASHTO Accreditation Program policies and procedures online for official guidance on this, and other topics.

Transcribed by Kim Swanson and MS Teams

[Theme music fades in.]

[00:00:00] Announcer: Welcome to AASHTO re:source Q & A. We're taking time to discuss construction materials, testing, and inspection with people in the know. From exploring testing problems and solutions to laboratory best practices and quality management. We're covering topics important to you. Now, here's our host Brian Johnson.

[0:00:21] Brian: Welcome to AASHTO re:source Q&A. I'm Brian Johnson.

[0:00:24] Kim: And I'm Kim Swanson. We are having another FAQ episode today. And Brian, what are we going to be talking about?

[0:00:32] Brian: Well, Kim, sometimes we get questions from laboratories in the program or a laboratory will submit an application and we have some back and forth about this particular topic. But it is regarding the name that the laboratory uses to identify themselves.

[0:00:51] Kim:  So, we do have a policy and guidance document on our website regarding just the specific issue, it is the “AASHTO Accreditation Policy and Guidance on Laboratory Names” very aptly name. But why do we have this policy and what does it state, Brian?

[0:01:08] Brian: Well, we have this policy because a lot of times people don't know what their company name is officially. And I know that sounds strange. But imagine if you have worked for the same company for a while and you know it by a certain like inside name like, well, that even happens at our office, right? [Kim: Yes.] So, if you ask somebody who they work for they might say their department. [Kim: Mm-hmm.] Not AASHTO.  They might say AASHTO re:source, not AASHTO.  We all work for AASHTO.

[0:01:41] Kim: Well then, then they might say AMRL, [Brian: Laughing] which we haven't been for a very long time. I feel like it's 2016. So it's been years almost….I mean, coming up on a decade not quite that long.  But yeah, so I guess I can see that you might not know. And then there's a lot of…I know we have like doing business as things as well like organizations and companies in our program that have one legal name, but they're actually doing business as another name which honestly, I am confused about that in general, but…

[0:02:13] Brian: We'll get into that. Yeah, but I I'd say the most common thing for new labs that come in and often happens with producer materials, producer labs, they'll say the city name that they're our town name, that they're in plan as the lab name. [Kim: Yeah.] And then I'll see this application come in and I'll say, well, you know what, that can't be right. And then I'll look it up and I'll say, Oh no, it's this company. And by the way, this company is a subsidiary of this other company, and that company is a subsidiary of this other company, which is a subsidiary of another company, which is a subsidiary of an international company, which there's like, you know, a few of those out there. So, it's a lot of a…sometimes it can be tricky to figure out who the company is when you start doing digging, but we have figured out that the sort of best practice or standard methodology behind determining what a laboratory’s, or any company’s, legal name is.

[0:03:12] Brian: Is to go to the state’s Secretary of State website and search for the legal business name. Sometimes they have different…Naming conventions of that process. They might call it a registration or certification or some kind of designation that the state has used, but they will all have some business, search, database or website. That you can use. Except for Texas, which we have to email them separately to ask that I don't know why they are not transparent. I mean they are transparent eventually, but they don't have an easy way to get it. But anyway, so most secretary of states for the different states. Now that's a lot of states. Will have a website where you can find the legal name, the owners, the…Sometimes the board of directors, sometimes a subsidiary, sometimes the, and I'm going to get into the DBA part here, the fictitious or trade name. I think those are the most common terms used for that fictitious or trade name. I know it sounds silly to use the word fictitious because it means imaginary, but that is a term that is used to describe a trade name in some states they will call it a fictitious name.

[0:04:29] Kim: I'm learning a lot already. I had no idea there was that much detail and I'm assuming that if you're a smaller laboratory, your company and or program that you know your laboratory name because you were probably one of the people registered or you're not far removed from that. But let's say as you said for bigger companies or something like that, that they might not know what their registered name is for their state, for the laboratory name.

[0:04:57] Brian: Yeah, that happens a lot where people just don't know what it is. They might not realize that if it's an Inc. or an LLC or LP or whatever the way that that company has been organized...Legally and for tax reasons. That does happen a lot. That's not usually a big deal and we just say, oh, here's what it is. And they say, OK, now there are times where there are companies that have an Inc. and an LLC. registered and we have to ask them which one is it? You know, because we want to make sure that it's the right…like that we are using the right one and they would know or somebody in their legal department or somebody in their organization will know what the answer to that is and they can tell us.

[0:05:38] Kim: So why is it so important for us, as AASHTO re:source and the AASHTO Accreditation Program to be using the correct legal name and have that information? Why is that a big deal? Why does it matter what laboratories are called?

[0:05:52] Brian:  Well, for us, the most important reason is so that every…agency that is working with this laboratory knows what the company is that they're hiring, to do the work.  And we do know that at least one major specifying agency in our program uses that as well to determine the legal entities’ name that is bidding on a project. So, it's really important that our directory listing matches the name that that specifier is looking for when they search our directory so that if there is a bid out that company is competing in. That they are not cast aside because of some mistake made by not having the right name on our directory.  You know, they might search for one name, not see them and move on.  We want our laboratories that are AASHTO Accredited to put their best foot forward and be eligible for these kinds of contracts. So that's really what's behind it. You know, there are other things, other advantages too like...

[0:07:02] Brian: Transparency. That's one of our core values at AASHTO and at AASHTO re:source and by having the accurate name, the laboratory is being transparent and we are being transparent about who is accredited. The DBAs is another way that we're transparent. So the laboratory may be driving around with a truck that says their trade name on it, and they may go by that. And that's what everybody knows them as. But they may be registered as a different company. In those cases, we want both of those names to be showing up in searchable on the directory. Again, it's the same thing. It goes back to. When somebody looks for them, they will find them, so that is important, but it can't be just whatever they want. It has to be a verifiable legal name. 

[0:07:48] Kim: This isn't just another hoop that people have to jump through, right? This isn't a hoop. I mean. Well, I guess it is, but it's not an arbitrary hoop that people have to jump through, and laboratories when they're part of the AASHTO Accreditation Program that we want to make it easier for people to find your laboratory so you can get the business that you deserve and do the business that you want. So, I think that's an important distinction, too, that it's not. This isn't sounding like we're just doing this because we want more requirements of laboratories [Brian: Yeah.] that we want to make it actually easier for people to find your laboratory and to actually do business with you.

[0:08:24] Brian:  And another reason that we have for being clear on the names…I mentioned subsidiaries before. It's really important that we identify those subsidiaries where we can because you might see on a directory listing a company name and then dash a blank company. So that would identify their parent company. Now the reason why that is important is because…let's say I am a DOT  or I am some specifying agency. I put a bit out and I get a bunch of bids from companies that have different names. And then when I go to look at them, I see, oh, wow, they're all actually the same company competing against each other. That is a risk for that agency of collusion or price-fixing. So I'm not saying that anyone in our directory would do that, but it is very important to the state DOTs and other agencies to make sure that they understand that risk and they evaluate, you know, maybe scrutinize the bids a little bit more closely to make sure that they are getting a fair price and that everything is as it should be.

[0:09:38] Kim: So, I can imagine some of these subsidiaries and some of these names, the official names that are on our directory could be quite long. If there's the, you know, in the beginning, you were talking about all the subsidiaries. Is there a cutoff point like do we just say we don't have enough characters?

[0:09:56] Brian: [Laughing] There actually is a cutoff point, so there is a character limit that we have, and I can't remember what it is, but there is one lab that we were testing out our certificates with because we knew it to be the longest character chain in the directory.  And we wanted to make sure that everything would show up properly and wouldn't be over overlapping on other text on the certificate. So yeah, there is a limit and I would encourage anybody starting a business to think small. As far as your characters in your name, I think everybody that ever works with you will be happy to have a smaller name to deal with.  

[0:10:35] Brian:  Yeah, there's, there's one other thing that happens sometimes where we have laboratories that will have the subsidiary relationship, you know the sort of like parent company relationship, identify on directory and they don't like it. If that happens, we always have to wonder why is that you don't like that? And sometimes it's because they feel we misunderstand the relationship between those two companies or they don't feel that it is a subsidiary relationship and practice. You know, they say there's no functional relationship. It's just a documentation issue or something.  That may be true. That's kind of hard for us to tell. But when we have a situation that's hard for us to tell, we want to be transparent above all, right? So we're going to list that other company unless there's some clear separation that has been proven to us. But we did have one like that recently. Where the laboratory felt very strongly that we shouldn't identify that parent company. However, the person asking for it was the technical director of both of those companies. So clearly there was an operational functional relationship there that needed to be identified and it does make us skeptical that we even receive that question of why that person is asking for that. We don't intend to say that that person is up to up to no good or anything we don't know. It could be it. It truly could be just a misunderstanding, but either way, it doesn't really matter to us. What matters is we stick to our policy and do what we think is the right thing.

[0:12:14] Kim: So, laboratories are in that situation, and they don't like the way that is it displayed and how we have to have it for the directory. Is there anything that they can do or do is it do they have to actually change their legal name in their state that's it's registered?

[0:12:29] Brian:  I like the way you ask that because that you answered it too. The way could go is they could ask us; they say I don't like this. I don't think this is right, we don't you know this is kind of silly to list the official name and at that point, we would just explain to them why we do, or we would say hey now we can say hey listen to the podcast, it'll tell you everything you want to know and more about why we do that. But if somebody really doesn't like it, they can and we have experienced that where they didn't like it, they didn't know. And one case they didn't even know that they were legally registered as this name. So, somebody a long time ago did this and they just never really looked at it. So, we said OK, well, if you really want to change it, you can go to the Secretary of State and update it. And it was a matter of two days. [Kim: Umm.] Where they were able to get that done and send us the updated information and we could verify it online on the Secretary of State's website. And everything was fine. They got what they wanted and we were able to stick to the policy so everybody was happy, except they were in the little annoyed at first. 

[0:13:33] Kim: Yes. Well, I mean, I guess I work. Yeah, I guess it helped them because they didn't know that they were. What they were.

[0:13:37] Brian: Yeah. Who? Who knows? They may have been leaving projects on the table all this time and just weren't. Weren't aware of why that was.

[0:13:46] Kim: Has this requirement always been part of the AASHTO Accreditation Program requirements or is this a relatively new requirement?

[0:13:55] Brian: This is relatively new.  We have learned about some of these things as we have gone along. I've been doing a ton of reading over the years about this in finding out some interesting things because everybody is a little different. You know, we've got over 2000 laboratories in the program, especially when it comes to material suppliers. It can get very complicated. There are also other entities such as university laboratories, governmental laboratories where they do not register because they are not businesses. There are also partnerships which are handled a little differently in some states which have less clear requirements. And what we would do. In those cases, as we would abide by whatever the state’s policies are for listing. I can think of 1 case in particular. Where we had to work with the uh, you know, legal representation of that laboratory in that state. And they communicated with the Secretary of State's office and were able to get some documentation for us to explain why what they were doing was OK and it was OK. They weren't doing anything wrong. It was just not clear to us and the name that they used was a common name in their state. And we had misunderstood that it was. We thought it was another company. [Kim: Umm.] That it was not so. 

[0:15:17] Brian: It dragged on for a while because we were just really not sure what to do and it was a new situation for us. But anyway, we got where we needed to go, and I think they were happy with it. But governmental laboratories they can kind of go by what they want to go. We try to use obviously if a dot one of the change their name to like some silly testing lab name we would say no you know we know you are the whatever Department of Transportation we're not going to change it from that. But there are other…Local governmental agencies, county government agencies, we try to stick to them. But yeah, again, we just keep going until we get it right. And every in everybody is either understands - they may be dissatisfied, but they at least understand the policy and we stick to it.  Or they're satisfied and we learned something, and we've made it a little bit of a change to what we do because that we learned something new about the way things are done in that particular state.

[0:16:15] Kim:  Does this policy only impact our customers that are AASHTO Accredited, or do we have the same requirements for the laboratories and customers that perhaps only want to participate in the Proficiency Sample Program or the Laboratory Assessment Program that we have?

[0:16:30] Brian: That only really affects the accredited laboratories. We don't go through this process with the non-accredited just proficiency sample participants.  But if there's a laboratory that came into the program that initially requested assessment for accreditation. I would look at the name when they register and try to get it right first so that before we do anything else, this gets sorted out. Timeliness is so important with something like this, because if you are working with somebody for a long time and all of a sudden you say, hey, we're changing your name completely to something you're not familiar with, that can cause some conflict and we would like to avoid that. 

[0:17:12] Brian: One other thing that can be kind of difficult is a lot of these multinational companies are based outside of the US. And they may have different requirements for their names. Wherever you know and whatever their country is. And we try to figure out what we can there.  We've had to look at some tax filings to figure out what the subsidiary relationships are to at times.  But I don't want to confuse that subject with what we use to identify the name, because sometimes people will submit tax documents to us and the name will say something, but that name is not the same name as on the Secretary of State website. So, we don't, we don't get into that with them. We just say no, no, no, that's not what we're looking at also we don't look at the county license.  Some of the count, except for California. See all these rules? Every state is got a little difference. So, in California. The trade name is maintained by the county at office. That's the only state I'm aware of that does it that way. Usually, the state will maintain the fictitious or trade name database and the real name database. But in California that counties maintain that so they we and we don't always look for the county name if the lab presents a name that is a trade name or fictitious name, we will verify with the county and the and the state to make sure we get it right. But we aren't going to go looking for a trade name, so if you have like 5 trade names for your company, we're not going to go look for it and throw them all on there. We're going to use what you present to us plus the official name if it's verified.

[0:18:58] Kim: All right. I'm going to say the policy and guidance document we have on our website is less than two pages long. So, if you're listening to this episode and you're like, this policy must be huge, it's not. It's only it's about 2 pages. And I think we've covered most of the things in it. But if you're confused, please, obviously reference the official policy and guidance document, because that is what we're going by. So hopefully this adds some clarification this episode and doesn't confuse people more.

[0:19:28] Brian: I hope so, and but I will say I we're not done with this conversation yet. That's let's I have more. [Laughing]. 

[0:19:35] Kim: You have more. I feel like we've talked about it. It's only two pages, but let's see what else? What else do you got for me, Brian?

[0:19:40] Brian: So, we talked about what we have, but we didn't talk about what we don't have yet.

[0:19:44] Kim: Oh, my goodness. OK.

[0:19:45] Brian:  There are some things that I want people to be aware of that need to be put into this policy and the policy probably needs to change from a naming policy to something else, because we've got another wrinkle to this whole process, and that's what happens when there's an acquisition.

[0:20:01] Kim: OK.

[0:20:03] Brian: So. What is common is for a company to acquire other companies, or to acquire parts of other companies, or equipment of other companies, or contracts of other companies. There's all sorts of stuff that goes on right and what we have not clearly defined in this policy is how we handle those situations, but I'm going to tell you how we handle those situations now, so listen up. If you're interested in this topic or just well, yeah, listen up.  But you never know, maybe you'll be acquired, or maybe you'll acquire someone in the future, and this will be interesting to you. So, what happens is that company may acquire another company and what we consider to be an acquisition in which we would change the name would be a full acquisition. So, they are assuming the whole thing. So, slapping a new name on the building, but everything else continues to work as it has. With the caveat that they will transition to the parent companies’ quality management system, right? So, they in that takes time. So, we're not going to wait for that all that happened. So, they've got to train people on policies and procedures they use. In effect, they're continuing with all the contracts. They've got the people in place, they're just, you know, they may put new labels on the trucks and new label on the building and new labels on the reports and all that stuff. But in effect that company is continuing to do the work that they've been doing that we understand as the accredited laboratory. So, in those cases, we allow them to change the name. 

[0:21:38] Brian:  But what happens sometimes is equipment will be purchased. A company will go out of business, and they will have a fire sale on their equipment. Or laboratory will move into an office or building that was previously occupied by an accredited laboratory. We didn't know they went out of business.  [Kim: Hmm.] And they say, oh, we have acquired this company and like, OK, well, what, what does that look like? Let's see some documentation; what was done here? And then we have to make a determination. Are they able to maintain the accreditation that was held there or are they starting over? And that requires some investigation on our part, some subjective determination that we don't take lightly. You know, we want to make sure we get this right. But what I would say to any laboratory that is in that situation of acquiring parts of a business, it is typically in your best interest to start over. Even though the quick and easy path to accreditation might be saying that you purchased that laboratory because if we find out that that isn't what happened, that could be a problem down the line. Plus, if it's a laboratory that went out of business, a lot of things fall apart in that last year or two and I would ask, do you really want to acquire those problems? When you're new to the program, I would say no because I know how hard it is to make up for that. Plus, those issues that you're trying to resolve aren't even your issues. So, it's not even relevant. We don't care about them. You know, like we want you to start over and show us what you can do. And then we can work with you that way. So don't like I would not be so eager to just say that you acquire them unless you really did. Does that make sense?

[0:23:27] Kim: I think that makes sense. [Brian: Ok.] I think that makes sense. I would imagine as well, like with any acquisition or whatever you describe, that was not an acquisition. That you're getting new personnel in there too, right? So, like, there are going to be things that fall through the cracks and training and stuff. So it does make sense that you would want to start from scratch and have confidence that your people are doing what they're supposed to be doing when you try to gain accreditation as opposed to inheriting a mess that you don't really necessarily know the details of. So.

[0:23:59] Brian: That's right. It is always the case that when somebody acquires a company you have some management who are moving in. So, it's not all the same people; I want to make sure people understand that it's not expected that everybody is exactly the same. It's understood that management is going to be installed to help transition. You know, it's not to say that they're going to remove the old managers, but they'll probably for a short time at least train those new managers on the right way to do things with this new company. You know, whatever they perceive to be the right way of doing things. According to their company process and policies. So that's understood. We have one other naming convention that we also haven't defined yet and that's mobile laboratories.

[0:24:40] Kim: Oh yes.

[0:24:41] Brian: Yeah. So, there are some laboratories, if you look in the directory, it actually if you just typed in mobile laboratories or well, I would put maybe just mobile. But of course, you are going to get Mobile, AL. Possibly, but mobile laboratories are laboratories that are in our program, and we have not fully described everything that goes into the process of accrediting a mobile laboratory.

[0:25:09] Kim:  We do have an episode previously on season one or season 2 that discusses mobile laboratories and temporary facilities, so I think we do get into some of that there. But you're right, not necessarily the naming of that and what that shows up in our directory. So, I think that is different. Now you mentioned that because the acquisition part really isn't described in our current policy that we might need to make changes, is there any like estimated time of when people could look forward to those changes?

[0:25:36] Brian: Yeah. I'd really like to get that done this year. I mean, I have a lot of things on my slate for publishing this year, including R 18 and the Accreditation Procedures Manual, but some of these procedures that in policies that we've kind of, we have them, but they're not identified the way we have identified some of these policies on our website and we like the way that we've done it and we feel it's the, it's transparent as we can be. We need to get as many of those out as we can this year and you know, I'm not going to say that they're going to all be done this year, but we'll get. We'll do what we can. We've made a lot of headway actually in the last couple years getting those out in the spirit of transparency and consistency too. Because we want to do our best to be consistent and the laboratories and the specifiers can hold us accountable if they see deviation to what we posted online. So, like, I don't want to have any internal procedures unless there's really internal processes. So, anything that we can get out there, we want to do. So if you if you're listening and you say, hey, I want a policy on this. You know that's never been clear to me, let me know. I'll put it on my list of things to do and we'll get it done. 

[0:26:47] Brian: One thing sort of note on this one, if you are working for the Legal Office of laboratory in the program and you're pulling your hair out at anything I'm saying and you're thinking that we don't understand something, please let us know that too. I feel confident in this policy based on everything I've learned about typical naming conventions from state to state. But there may be a state that we really haven't dug into that is a little different. And if that's the case, we'd want to know that. I'm not going to get into all this stuff about, you know, companies being registered in Delaware or Wyoming and then doing business in other states. But that's another thing that happens. But we are always looking for the registration in the state in which the laboratory operates.

[0:27:37] Kim:  Now is that operates or the physical location?  

[0:27:39] Brian: Yeah, it is physical location because there is like if you're on a border [Kim: Hmm.], you know a river city, or New England or something where you've got lots of options for states to work in. Maybe you've got a field project here or there where you know technicians are being deployed to a project there.  We aren't checking to see that. We don't know everywhere that you are, but we know where you're located and that's what we would look for.

[0:28:10] Kim:  And I think that opens up another little can of worms with mobile laboratories too and those kind of scenarios. But I think we covered that in the other episode. If you want to dig into that more, the listeners want to listen to that more. I think we cover. Some of that in the.

[0:28:14] Brian: Yeah, we would look for it if they if we were notified that a laboratory, a mobile laboratory has been relocated to another state, we would, before we do the update, we would make sure that they're registered to do business there.

[0:28:25] Kim: All right, now is.

[0:28:27] Brian: I believe we would, but [laughing]. We should have if we didn't.

[0:28:32] Kim: We should again, it's one of those. It's a continual improvement, right. So that's that is the whole vein of everything, like the policy that we were started off talking about was most the revision date on that is 2020. So, like we're continually improving with the more information we have. So, we can make the best decisions with all the information that we have. So, we're definitely continually improving our processes.

[0:28:54] Brian: Absolutely, that's the goal.

[0:28:56] Kim: Now, did we cover everything? Because I thought we were done about 5 minutes ago. So, is there anything else that I don't even know to ask?

[0:29:03] Brian: I think we have exhausted this and exhausted our listeners on this topic. 

[0:29:07] Kim: Alright. Well thank you for your time today, Brian, and thank you to the listeners for joining us. 

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