No. 24-4054Page 2 Division Commissioner, Utah State Bar; JEREMY REUTZEL, in his official capacity as 4th Division Bar Commissioner, Utah State Bar; SHAWN NEWALL, in his official capacity as a Public Member Commissioner, Utah State Bar; TODD GORDON, in his official capacity as a Public Member Commissioner, Utah State Bar ∗ , Defendants - Appellees.

Appeal from the United States District Court for the District of Utah (D.C. No. 2:21-CV-00219-TC)

Scott Day Freeman of the Goldwater Institute, Phoenix, Arizona (Adam Shelton and John Thorpe with him on the briefs) for Plaintiff-Appellant.

Dick J. Baldwin of Parr Brown Gee & Loveless, Salt Lake City, Utah (David C. Reymann of Parr Brown Gee & Loveless, Salt Lake City, Utah; Troy L. Booher and Caroline A. Olsen of Zimmerman Booher, Salt Lake City, Utah with him on the brief) for Defendants-Appellees.

Skylar Croy of the Wisconsin Institute for Law & Liberty, Inc., Milwaukee, Wisconsin, filed an amicus brief in support of Plaintiff-Appellant.

Before CARSON , EBEL , and FEDERICO , Circuit Judges.

Page 3CARSON , Circuit Judge.

Many states maintain integrated bar associations that require attorneys to join the state bar and pay mandatory dues. Integrated bars are constitutional when their activities further the state’s interests in regulating the legal profession and improving the quality of legal services. But integrated bars may, in some instances, violate members’ constitutional rights when they engage in activities unrelated to these interests.

Plaintiff claims that the Utah State Bar (“USB”) engaged in activities that violated her First and Fourteenth Amendment rights. She also claims that USB’s procedures do not adequately ensure the proper use of members’ mandatory dues. After reviewing USB’s challenged activities and procedures, the district court granted Defendants’ cross-motion for summary judgment and dismissed Plaintiff’s claims. Plaintiff appealed. We exercise jurisdiction under 28 U.S.C. § 1291 and affirm.¹

Utah requires attorneys to join the Utah State Bar and pay annual dues to practice law in the state. Sup. Ct. R. of Pro. Practice 4-102(d)(1), 4-107(b)(1) (“SCRP”). These dues assist USB in “effectuat[ing] the Bar’s purposes,” id. at 4-107(b)(1), such as “advancing the administration of justice;” “promoting professionalism, competence, and excellence through continuing legal education and other means;” “representing the Bar Page 4before legislative, administrative, and judicial bodies;” and “educating the public about the rule of law and responsibilities under the law,” id. at 4-102(b). USB engages in various activities including, as alleged here, lobbying, publishing a bi-monthly journal, and posting on social media accounts.

Plaintiff Amy Pomeroy is a licensed attorney and member of USB who objects to the requirement that she join USB and pay dues. She filed suit against USB, its President, its President-elect, and members of USB’s Board of Commissioners in the United States District Court for the District of Utah seeking declaratory and injunctive relief under 42 U.S.C. § 1983.² Plaintiff alleged, among other things, that Defendants violate her First and Fourteenth Amendment rights by (1) compelling membership in USB (“compelled-membership claim”), (2) collecting mandatory bar dues to subsidize USB’s speech “without affirmative consent” (“compelled-dues claim”), and (3) providing inadequate procedures to ensure the proper use of members’ mandatory dues (“inadequate-procedures claim”).

The district court granted Defendants’ motion to dismiss Plaintiff’s compelled-dues claim based on our decision in Schell v. Chief Just. & Justs. of Okla. Sup. Ct., 11 F.4th 1178 (10th Cir. 2021). The parties then cross-moved for summary Page 5judgment on Plaintiff’s other claims, and the district court granted Defendants’ motion for summary judgment and denied Plaintiff’s motion. Plaintiff timely appealed.

“We review de novo cross-motions for summary judgment, viewing the evidence in the light most favorable to the non-prevailing party.” Davidson Oil Co. v. City of Albuquerque, 108 F.4th 1226, 1230 (10th Cir. 2024) (citing Allen v. Sybase, Inc., 468 F.3d 642, 649 (10th Cir. 2006)). If we reverse the district court’s grant of summary judgment for the prevailing party, “we will review the denial of the other party’s cross-motion for summary judgment under the same standards applied by the district court so long as it is clear that the party opposing the cross-motion had an opportunity to dispute the material facts.” McIntosh v. Scottsdale Ins. Co., 992 F.2d 251, 253 (10th Cir. 1993) (citing Schmidt v. Farm Credit Servs., 977 F.2d 511, 513 n.3 (10th Cir. 1992)).

Here, no disputes of material fact exist, so this case turns on the parties’ entitlement to judgment as a matter of law. See Davidson Oil Co., 108 F.4th at 1231 (citing Fed. R. Civ. P. 56(a)).

Before addressing Plaintiff’s arguments on appeal, we discuss our recent decision in Schell, where we reviewed a district court’s dismissal of similar claims made against the Oklahoma Bar Association ('OBA').³ See 11 F.4th at 1184-86. In Schell, we Page 6explained that integrated bar associations implicate First Amendment principles such as “the right to refrain from speaking” and the “right to eschew association for expressive purposes.” 11 F.4th at 1186–87 (quoting Janus v. Am. Fed’n of State, Cnty., & Mun. Emps., Council 31, 585 U.S. 878, 892 (2018)). Indeed, the Supreme Court has reviewed laws imposing similar burdens on First Amendment rights under “exacting . . . scrutiny” such that the law is “permissible only when [it] serve[s] a ‘compelling state interes[t] . . . that cannot be achieved through means significantly less restrictive of associational freedoms.’” Knox v. Serv. Emps. Int’l Union, Loc. 1000, 567 U.S. 298, 310 (2012) (quoting Roberts v. U.S. Jaycees, 468 U.S. 609, 623 (1984)). Yet, as we also explained, “Supreme Court precedent teaches” that the application of these First Amendment principles in the context of integrated state bars “is more complex.” Schell, 11 F.4th at 1187.

The Supreme Court addressed a freedom of association challenge to Wisconsin’s integrated bar in Lathrop v. Donohue, 367 U.S. 820 (1961) (plurality opinion). In Lathrop, a majority of Justices agreed that integrated bars did not offend the freedom of association. See Keller v. State Bar of Cal., 496 U.S. 1, 7–8 (1990); Schell, 11 F.4th at 1187–88. Although a majority agreed that Wisconsin’s integrated bar did not violate the plaintiff’s freedom to associate, a plurality of the Court declined to consider “whether his constitutional rights of free speech are infringed if his dues money is used to support the political activities of the State Bar.” Id. at 844–45.

The Court addressed this latter question in Keller, where it reaffirmed that “lawyers admitted to practice in [a] State may be required to join and pay dues to the Page 7State Bar . . . .” 496 U.S. at 4. But the Keller Court created a test to circumscribe the constitutional use of mandatory dues. This test is one of “germaneness.” Under Keller, a state bar may constitutionally fund activities that are germane to the state’s interests “in regulating the legal profession and improving the quality of legal services,” id. at 13–14, but a state bar may not use a dissenting individual’s dues to fund political or ideological activities unless they are “reasonably related to the advancement” of these interests, id. at 15. The “guiding standard” for germaneness is “whether the challenged expenditures are necessarily or reasonably incurred for the purpose of regulating the legal profession or ‘improving the quality of the legal service available to the people of the State.’” Id. at 14 (quoting Lathrop, 367 U.S. at 843).

After establishing the test for the constitutionality of mandatory bar dues, the Keller Court declined to address the plaintiff’s freedom of association claim, which it described as much broader than the claim at issue in Lathrop. Id. at 17. Lathrop had left open the question of whether an integrated bar violates the freedom of association when it “engages in political or ideological activities beyond” those justified in Lathrop itself or germane under the test established in Keller. Id.; see also Schell, 11 F.4th at 1189, 1194. Thus, after Keller, germaneness set the constitutional boundary for mandatory bar dues and potentially for mandatory bar membership.

The Keller Court’s decision connecting constitutionality to germaneness “rest[ed] almost entirely on the framework” from Abood v. Detroit Bd. of Ed., 431 U.S. 209 (1977), Jarchow v. State Bar of Wis., 590 U.S. 974, 975 (2020) (Thomas, J., dissenting from denial of certiorari), which addressed a First Amendment challenge to mandatory Page 8dues in the context of a union agency-shop arrangement.⁴ Abood held that a state could constitutionally compel public employees to pay union dues for “collective-bargaining activities,” but not for nongermane political and ideological activities. Abood, 431 U.S. at 235–36.

In 2018, the Supreme Court overruled Abood’s “deferential standard” in the agency-shop context. Janus, 585 U.S. at 886, 919. Reviewing a mandatory-dues law like the one in Abood, id. at 885, the Supreme Court did not ask whether the challenged activities were germane to collective bargaining. Instead, the Supreme Court asked whether the mandatory union dues “serve[d] a compelling state interest that c[ould not] be achieved through means significantly less restrictive of associational freedoms,” id. at 894 (quoting Knox, 585 U.S. at 310), and concluded they did not, id. at 894–95, 930.

Returning to the plaintiff’s appeal in Schell, the plaintiff argued that, after Janus, the Court’s decisions in Lathrop and Keller did not foreclose his challenge to OBA’s membership and dues requirements. Specifically, he argued that courts must now review such requirements under exacting scrutiny—rather than review OBA’s activities for germaneness.

First, the plaintiff argued that mandatory dues in the integrated bar context are subject “to the same constitutional rule” as compulsory dues in the agency-shop context. See Schell, 11 F.4th at 1190. Thus, according to the plaintiff, by discarding the Page 9germaneness standard from Abood in Janus and applying exacting scrutiny in the agency-shop context, the Court had also done away with germaneness as the test for constitutionality in the integrated bar context. See id. We rejected this argument in Schell and held that we remained bound by Keller’s germaneness test. Id. at 1190–91. We affirmed the district court’s dismissal of the plaintiff’s claim that mandatory bar dues violate his First Amendment rights. Id. at 1182.

Second, the plaintiff argued that Lathrop and Keller did not resolve the question of whether state bars may compel attorneys to join when they engage in nongermane political and ideological activities. We agreed and explained that Lathrop and Keller had not confronted such “a broad freedom of association challenge to mandatory bar membership . . . .” Id. at 1194 (citing Keller, 496 U.S. at 17; Crowe v. Oregon State Bar, 989 F.3d 714, 727–29 (9th Cir. 2021) (“Crowe I”). We reversed the district court’s dismissal of the plaintiff’s compelled-membership claim and remanded with instruction to “apply the test from Keller” to determine the germaneness of two Oklahoma Bar Journal articles. Id. at 1194–95. We also instructed the district court “to assess whether [the plaintiff] may advance a freedom of association claim” if the articles were nongermane. Id. at 1195.

Schell canvassed the relevant Supreme Court precedents and left us with the two holdings relevant to Plaintiff’s appeal: (1) the First Amendment permits state bars to impose mandatory dues, id. at 1190–91, and (2) mandatory bar membership might violate Page 10the freedom of association if a state bar engages in nongermane activity under the germaneness test from Keller, id. at 1194–95.

Here, as in Schell, Plaintiff claimed that USB’s mandatory bar dues violate her First and Fourteenth Amendment rights. She conceded before the district court that this claim failed under Schell, but she preserved the issue for appeal. She then appealed the district court’s order dismissing her compelled-dues claim.

Plaintiff has not adequately developed this argument in her opening brief. Plaintiff does not dedicate a section or subsection of her brief to addressing the district court’s dismissal. She also fails to cite the standard of review we apply to motions to dismiss, does not address the district court’s reasoning for dismissing this claim, and does not attempt to distinguish her claim from the one dismissed in Schell. By failing to adequately brief this issue on appeal, Plaintiff has waived it. See United States v. Cooper, 654 F.3d 1104, 1128 (10th Cir. 2011) (“It is well-settled that ‘[a]rguments inadequately briefed in the opening brief are waived.’” (quoting Adler v. Wal-Mart Stores, Inc., 144 F.3d 664, 679 (10th Cir. 1998))). So we affirm the district court’s dismissal of Plaintiff’s compelled-dues claim.⁵

Plaintiff next claims that Defendants violate her First and Fourteenth Amendment rights by requiring her to join USB. The district court granted Defendants’ motion for Page 11summary judgment on this claim. The district court applied the germaneness test from Keller, and found that USB’s challenged activities were germane save one article published in the Utah Bar Journal. As to this article, the district court concluded that its publication represented only “de minimis” nongermane activity and did not violate Plaintiff’s rights.

Plaintiff first argues that the district court erred by applying the wrong legal standard in reviewing USB’s challenged activities. She concedes that courts must review a state bar’s activities for germaneness and must reject a claim challenging mandatory bar membership if all the state bar’s challenged activities are germane. Oral Argument at 16:20–16:54; see Schell, 11 F.4th at 1194–95. But she argues that Janus “clarified” the germaneness standard such that the germaneness “inquiry must be done through exacting scrutiny.” We refer to this as the “exacting germaneness” standard.

Keller explained that the “guiding standard” for assessing germaneness is “whether the challenged expenditures are necessarily or reasonably incurred for the purpose of regulating the legal profession or ‘improving the quality of the legal service available to the people of the State.’” Keller, 496 U.S. at 14 (quoting Lathrop, 367 U.S.

Page 12at 843). But under the exacting germaneness standard Plaintiff proposes, USB’s activities must also be “inherently tied to the practice of law or the legal profession.”

Keller also explained that political and ideological activities are nongermane unless they are “reasonably related to the advancement” of the state’s interest in regulating the legal profession. Id. at 15. In Plaintiff’s view, however, these activities are nongermane unless they “strictly and inherently relate to regulating lawyers and improving legal services.”

Lathrop, Keller, and Schell foreclose the exacting germaneness standard that Plaintiff proposes. Plaintiff argues that Janus clarified the Keller germaneness standard because Janus applied exacting scrutiny to union agency-shop arrangements and integrated bars are subject to the “same constitutional rule . . . .” But we rejected this reasoning in Schell and held that Keller—not Janus—controls in the context of integrated bars. Schell, 11 F.4th at 1190–91.

Plaintiff attempts to distinguish Schell by arguing that Keller did not address “whether the state can compel an attorney to join a bar” and “also never discussed whether the tailoring of the germaneness inquiry . . . differs” between mandatory bar dues and mandatory bar membership. Plaintiff thus contends that the germaneness inquiry is narrower in the associational context than in the compelled-speech context.

This argument misunderstands the holdings of Schell, Lathrop, and Keller. A majority of the Court in Lathrop held that requiring attorneys to join state bars does not violate the freedom of association, Keller, 496 U.S. at 7; Schell, 11 F.4th at 1187, and Keller reaffirmed this holding, 496 U.S. at 4. The only question that Lathrop and Keller Page 13left open is whether an integrated bar violates the freedom to associate when it engages in activities “beyond those for which mandatory financial support is justified under the principles of Lathrop and Abood.” Id. at 17. As we recognized in Schell, the activities justified under Lathrop and Abood are those “discussed in Lathrop as insufficient to support a First Amendment claim,” see 11 F.4th at 1189, 1193 n.8, and those that meet the germaneness test under Keller, see id. at 1192, 1195.

Indeed, we assessed the viability of the plaintiff’s claim in Schell by analyzing whether OBA's activities fell 'within those activities accepted in Lathrop and Keller.” Id. at 1192–95. For OBA activities that we remanded over an insufficient record (the publishing of two plausibly nongermane articles), we instructed the district court to “apply the test from Keller to determine whether the articles are germane” and to assess whether the plaintiff could raise a freedom of association claim only “if the articles are not germane” under the Keller test. Id. at 1195. Thus, our precedent in Schell and the holdings of Lathrop and Keller preclude us from requiring the exacting germaneness Plaintiff requests.⁶

Lathrop, Keller, and Schell all lead to the same conclusion: for a plaintiff to bring a viable freedom of association claim challenging an integrated bar’s membership Page 14requirement, the bar must have engaged in nongermane activity under the test from Keller. Because this is the test that the district court applied, Plaintiff’s argument that the district court applied the wrong legal standard fails.

Plaintiff requests that we review USB’s activities under the exacting germaneness standard. We decline to do so because exacting germaneness is not the applicable standard. So we are left with the district court’s findings under the Keller germaneness Page 15standard that all USB’s challenged activities are germane except for one article published in the Utah Bar Journal.⁷

As discussed above, the district court correctly applied the Keller standard in assessing the germaneness of USB’s challenged activities. Plaintiff does not argue in the Page 16alternative that the district court erred in its assessment of USB’s activities under the Keller standard, nor does she engage with the district court’s reasons for concluding that USB’s activities are germane under Keller in her opening brief. Indeed, Plaintiff conceded in separate briefing to this Court that she “argues that a different and stricter standard should be applied” and that “it would make no sense for [her] to devote extensive argument as to why the district court was wrong in how it applied the incorrect standard it adopted.”

Plaintiff has the prerogative to focus her briefing on primary rather than alternative arguments. This Court “follow[s] the principle of party presentation.” United States v. Sineneng-Smith, 590 U.S. 371, 375 (2020). We trust “that [parties represented by competent counsel] know what is best for them” and “advance[] the facts and argument[s] entitling them to relief.” Id. at 375–76 (quoting Castro v. United States, 540 U.S. 375, 386 (2003) (Scalia, J., concurring in part and concurring in judgment)).

But Plaintiff’s decision not to brief an alternative argument waives it and prevents us from considering it. See Santucci v. Commandant, U.S. Disciplinary Barracks, 66 F.4th 844, 851 n.9 (10th Cir. 2023) (“[Plaintiff’s] failure to challenge the district court’s reasoning . . . waives our consideration . . . .” (citing Reedy v. Werholtz, 660 F.3d 1270, 1275 (10th Cir. 2011); Nixon v. City & Cnty. of Denver, 784 F.3d 1364, 1366 (10th Cir. 2015)); see also id. (noting that we cannot and will not address unbriefed arguments under party-presentation principles (citing United States v. Yelloweagle, 643 F.3d 1275, 1284 (10th Cir. 2011))). Because Plaintiff argues that the Keller test is an “incorrect Page 17standard” and does not explain “why the district court was wrong in how it applied' this standard, we affirm the district court’s germaneness findings.

The district court did not find all USB’s activities germane under the test from Keller, concluding that “reasonable minds could disagree” as to the germaneness of one article published by the Utah Bar Journal.⁸ Even so, Defendants apply the test from Keller to argue that the article is reasonably related to the state’s regulatory interests on appeal. Once again, because Plaintiff has not argued that Defendants are wrong under this (correct) standard, she has waived this challenge on appeal. Thus, Plaintiff has failed to object under the correct standard to any nongermane conduct by USB and her challenge to USB's membership requirement must fail.⁹

Plaintiff’s final claim is that USB violates her First and Fourteenth Amendment rights by failing to provide adequate procedures to ensure the proper use of members’Page 18 mandatory dues. As discussed above, mandatory bar dues are constitutional under Schell and Keller. That said, state bars may not constitutionally use an objecting individual’s mandatory bar dues to finance “activities having political or ideological coloration which are not reasonably related” to regulating the legal profession or improving the quality of legal services. Keller, 496 U.S. at 15–16. So the Constitution obliges state bars to maintain procedures to minimize the infringement of constitutional rights. See id. at 16– 17.

In Keller, the Court suggested that a state bar “could certainly meet” this requirement “by adopting the sort of procedures described in” Hudson. Id. In Hudson, the Court explained that the “constitutional requirements” for the collection of union agency-shop fees “include[d] an adequate explanation of the basis for the fee, a reasonably prompt opportunity to challenge the amount of the fee before an impartial decisionmaker, and an escrow for the amounts reasonably in dispute while such challenges are pending.” 475 U.S. at 310. Although the Keller Court stated that Hudson procedures could meet a state bar’s constitutional requirements for collecting mandatory Page 19bar dues, it declined to decide “whether one or more alternative procedures would likewise satisfy that obligation . . . .” Keller, 496 U.S. at 17.

Plaintiff makes several arguments for the inadequacy of USB’s procedures. We address these below.

To begin, Plaintiff contends that USB does not provide any procedures for refunding fees spent on nongermane activities other than legislative activities. USB conceded this point at earlier stages of this litigation, but presented evidence at summary judgment that its refund policy covers all nongermane activities—not just legislative activities. The district court concluded that this evidence mooted Plaintiff’s argument.

On appeal, Plaintiff does not address the district court’s conclusion or discuss the evidence presented by Defendant contradicting her assertion. We therefore affirm the district court’s determination based on this unchallenged record evidence.

Plaintiff also argues that USB’s “opt-out” procedures are inadequate because, after Janus, the law requires USB to obtain affirmative consent before collecting mandatory dues that will be spent on nongermane activities. Before Janus, the prevailing law placed a burden on dissenters to object to nongermane expenditures because “dissent is not to be presumed—it must affirmatively be made known . . . .” Hudson, 475 U.S. at 306 n.16 (quoting Int’l Ass’n of Machinists v. Street, 367 U.S. 740, 774 (1961)). In Janus, the Court overruled this prevailing law in the agency-shop context and held that “an agency fee . . . may [not] be deducted . . . nor may any other attempt be made to collect such a Page 20payment, unless the employee affirmatively consents to pay.” 585 U.S. at 930. According to Plaintiff, “the same constitutional rule” applies here.

Our holding in Schell forecloses this argument. There, we explained that we are “bound to ‘follow the case which directly controls,’” Schell, 11 F.4th at 1191 (citing Rodriguez de Quijas v. Shearson/Am. Exp., Inc., 490 U.S. 477, 484 (1989)), and that Keller is the controlling case in the integrated bar context—not Janus, id. at 1189–91. Although Janus held that opt-out procedures are unconstitutional for agency-shop agreements, Keller said that a state bar could constitutionally collect mandatory dues by implementing the same procedures approved in Hudson. Keller, 496 U.S. at 17. And Hudson “recognized that an opt-out system of fee collection comports with the Constitution.” See Knox, 567 U.S. at 324–25 (Sotomayor, J., concurring in the judgment) (citing Davenport v. Wash. Ed. Ass’n, 551 U.S. 177, 181, 185 (2007); Hudson, 475 U.S. at 306 n.16; Abood, 431 U.S. at 238).

Plaintiff also challenges the adequacy of USB’s policy of refunding an objector’s mandatory dues only after it has already engaged in allegedly nongermane activity.¹⁰ Defendants conflate this issue with the previous one, suggesting that Keller and Schell’s Page 21approval of opt-out procedures reaches USB’s policy of refunding nongermane activities after the fact.

We disagree. The opt-out system that Keller approved from Hudson requires objectors to opt out of the collection of dues by objecting to nongermane expenditures. See Hudson, 475 U.S. at 306 n.16. But this is distinct from a procedure that remedies an objecting member for fees spent on nongermane activities only after the fact. That is because a refund “does not avoid the risk that dissenters’ funds may be used temporarily for an improper purpose,” which is itself a constitutional violation. Id. at 305. Indeed, in the agency-shop context, Hudson held that “[a] forced exaction followed by a rebate” is “not a permissible response to” an objection. Id. at 305–06.

Still, crucial distinctions between union agency-shop agreements and USB exist. The unions in cases such as Hudson, Knox, and Janus planned to spend a substantial portion of fees on nongermane activities. See id. at 295 (estimating 5% of fees would be nongermane); Knox, 567 U.S. at 303 (estimating 43.65% of fees would be nongermane); Janus, 585 U.S. at 888 (estimating 21.94% of fees would be nongermane).

After Hudson and before Janus, unions that spent fees on nongermane activities reduced objecting nonmembers’ fees in advance rather than provide a rebate after the fact. They based this advanced-fee reduction on their nongermane expenditures from the previous year. See Knox, 567 U.S. at 331 (Breyer, J., dissenting). Nonmembers could object to the advanced-fee calculation, see Hudson, 475 U.S. at 305–07, but if a union ended up spending a greater proportion of fees on nongermane activities than anticipated by the advanced fee, the remedy was not a refund. Instead, the objecting nonmember Page 22would benefit from a greater reduction to the advanced fee the next year. See Knox, 567 U.S. at 331–32 (Breyer, J., dissenting).

But here, Plaintiff has not alleged that USB has affirmative plans to spend members’ fees on nongermane activities. Indeed, at least as to legislative activities, USB’s bylaws prohibit it from considering nongermane issues. See SCRP 4-106(a)(1). As a practical matter, then, USB would characterize (and has, for purposes of this case, characterized) all its activities as germane and would not provide any advanced fee reduction. See Crowe I, 989 F.3d at 726 (arriving at the same conclusion for the Oregon State Bar). The threat of constitutional infringement by USB lies instead in “back-end failures to comply with its own rules.” See Boudreaux v. La. State Bar Ass’n, 86 F.4th 620, 639 (5th Cir. 2023). Complete adherence to the advanced-fee-reduction procedures in Hudson is therefore not “necessary—or even effective—to minimize” the potential infringement in this case. See Crowe I, 989 F.3d at 726.

Notably, although USB might use an objector’s dues on nongermane activities if it underestimates the amount of these activities that it will engage in, this result is possible under Hudson as well. See Knox, 567 U.S. at 331–32 (Breyer, J., dissenting). Rather than make up for it the following year as in Hudson, however, USB provides a full refund or—in the case of its legislative activity—more than a full refund. Because “[a] refund . . . is the only meaningful remedy” available where USB has no affirmative plans Page 23to engage in nongermane conduct, see Crowe I, 989 F.3d at 726, we conclude that USB’s refund policy is constitutionally adequate under Keller.¹¹

4.

Plaintiff’s final argument is that USB fails to provide an adequate explanation of the basis for its fees as required by Hudson. Plaintiff focuses separately on inadequacies in USB’s legislative rebate and its other allegedly nongermane, nonlegislative activities.

At the end of each legislative session, USB provides the opportunity for members to obtain a rebate for the pro rata portion of their licensing fee attributable to legislative activity—including germane activity. The amount of the rebate is determined by the Board based on the total amount spent on legislative activities. Plaintiff contends that this is inadequate because USB “simply asks members to trust its calculations” and “simply asserts what portion of its budget it spends on lobbying . . . .”

The district court understood Plaintiff as challenging the explanation provided by USB for its legislative rebate calculation. Plaintiff does not contest the district court’s Page 24understanding of her argument on appeal.¹² USB's refund policy explains that it calculates the legislative rebate “by dividing the total amount spent on legislative activities into the total amount of license revenue collected to date and multiplying that dividend by the licensing fees paid by the member.” We agree with the district court that this is an adequate explanation of the basis for USB’s legislative rebate calculation.

USB members may also “object[] to the use of any portion of the licensee’s license fees for activities he or she considers promotes or opposes political or ideological causes which are not already included in the [legislative] rebate . . . .” 13 But Plaintiff Page 25contends that USB fails to provide an adequate basis for members to determine its nongermane non-legislative activities.

Under Hudson, members must “be given sufficient information to gauge the propriety of” fees. 475 U.S. at 306. Adequate disclosure does not require “an exhaustive and detailed list of all of [an organization’s] expenditures,” but must include “the major categories of expenses.” Pilots Against Illegal Dues (PAID) v. Air Line Pilots Ass’n (ALPA), 938 F.2d 1123, 1132 (10th Cir. 1991), abrogated on other grounds by, Locke v. Karass, 555 U.S. 207 (2009) (quoting Hudson, 475 U.S. at 307 n.18). In the agency-shop context before Janus, proper notice under Hudson also included an advanced breakdown of the germane and nongermane portions of the fee and “an adequate disclosure of the reasons” for this breakdown. Hudson, 475 U.S. at 307.

The purpose of the advanced disclosure procedures in Hudson is to provide members with sufficient information to object to improper expenditures. Id. at 306–07. But as explained above, USB would classify all its activities as germane. The threat of constitutional infringement by USB lies instead in “back-end failures to comply with its own rules.” See Boudreaux, 86 F.4th at 639. So as a practical matter, an advanced breakdown of the germane and nongermane portion of USB’s fee is unhelpful. See id. (noting that “a prospective budget can only provide so much notice when a bar association can and must classify all of its speech activities as germane,” and that “a bar association cannot realistically predict in its budget what it will tweet or email about over the course of a year”). Thus, USB provides its members access to its budgets, including “the major categories of expenses” on legislative as well as nonlegislative activities at the Page 26end of each legislative session. See Hudson, 475 U.S. at 307 n.18. At this point, members have an opportunity to seek a rebate based on these expenditures and on USB’s actual activity over the course of the year. As this case demonstrates, Plaintiff has been able to identify and challenge a plethora of allegedly nongermane activity. She could do the same following USB’s procedures and seek a refund if she desired. We conclude that USB provides an adequate basis for members to identify and object to its allegedly nongermane, nonlegislative activities.

AFFIRMED.