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If You Have A One-Person Corporation, You Still Need To Have An Annual Meeting

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By Richard Nevins

Attorney At Law

Many small business owners are too busy running their business to hold an annual meeting of their corporation. In California, a corporation can be owned and operated by a single individual, so having an annual meeting can be like talking to yourself. If you have created a corporation, you have probably received many official-looking letters that appear to come from a state government agency.

These letters cite the California state laws that require an annual corporate meeting and they cite the state laws regarding the problems facing your corporation if you fail to have a record of your corporation's annual meetings. These letters also include an offer to prepare the minutes of your annual meeting for a modest fee of $100 to $150.

The problem with these letters is that they are just advertising-through-intimidation. While it is true that all corporations are required to have an annual meeting of the shareholders and the board of directors, it is not true that the minutes of these annual corporate meetings have to be on file with some state agency. The annual meeting is not a public matter and the minutes do not have to leave your office files.

In a one-person corporation, having an annual meeting may seem like a waste of time, but it most definitely is not. All of the legal, financial and tax benefits of having a corporation are only available if the corporation is treated and recognized as a separate entity from the person, who created it.

One of the greatest benefits of having a corporation own your business is that your family home and your personal property can be protected if there is anyone decides to sue your business. A properly formed and operated corporation is an important element in any asset protection plan.

The corporation's ability to shield you from personal liability is lost if the existence of the corporation is not documented. Under the law, a corporation has all the legal rights and protections of any human. However, since the corporation is not human, the only proof that is exists is based on its documents. The minutes of the annual meeting is one its most important documents.

During this meeting, the shareholders elect the board of directors, who in turn hire the corporation's president, vice-president, secretary and treasurer. All of the major actions taken by the corporation should be approved or ratified by the board of directors and described in the annual minutes.

If important tax matters are properly documented in the annual minutes, then the corporation has an additional level of protection if there is an audit by the IRS. The annual meeting should include participation of the company's tax-preparer, because some valuable corporate tax benefits are required to be documented before the end of the tax year. The company's business lawyer should also be requested to review prior actions and to assist with future plans.

Richard Nevins has been an attorney for 18 years. His law firm provides legal advice in estate planning and small business law. For more information about trust and wills, please see the website for Richard Nevins at www.RiversideTrustLaw.Com. Attorney Nevins is also available to speak to your organization about trusts and estate questions. You can contact his office to arrange for a seminar at (951) 750-6630 or by email at Richard@RiversideTrustLaw.Com.

Walking While Black

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By Marian Wright Edelman

Every parent raising Black sons knows the dilemma: deciding how soon to have the talk. Choosing the words to explain to your beautiful child that there are some people who will never like or trust him just because of who he is—including some who should be there to protect him, but will instead have the power to hurt him. Training him how to walk, what to say, and how to act so he won’t seem like a threat. Teaching him that the burden of deflating stereotypes and reassuring other people’s ignorance will always fall on him, and while that isn’t fair, in some cases it may be the only way to keep him safe and alive.

But sometimes it isn’t enough. It wasn’t enough to protect Trayvon Martin. Seventeen-year-old Trayvon’s English teacher said he was “an A and B student who majored in cheerfulness.” Trayvon loved building models and taking things apart, his favorite subject was math, and he dreamed of becoming a pilot and an engineer. Instead, he was gunned down by a self-appointed neighborhood watch captain vigilante who profiled him, followed him, and shot him in the chest. His killer, George Zimmerman, saw the teenager on the street and called the police to report he looked “like he’s up to no good.” At the time Trayvon was walking home from the nearby 7-11 carrying a bottle of Arizona iced tea and a bag of Skittles for his younger stepbrother, leaving many people to guess that the main thing he was doing that made him look “no good” was wearing a hooded sweatshirt in the rain and walking while Black. George Zimmerman’s decisions made that suspicious enough to be a death sentence.

Now there is widespread outrage over the senseless killing of a young Black man who was doing nothing wrong and the fact that the man who killed him has not been arrested. People are trying to make sense of the series of gun laws that allowed George Zimmerman to act as he did—starting with the Florida laws that allowed someone like Zimmerman, who had previously been charged for resisting arrest with violence and battery on a police officer, to get a permit to carry a concealed weapon in the first place. Many more questions are being raised about Florida’s “Stand Your Ground” law, which also has been described as the “shoot first, ask questions later” law, and gives the benefit of the doubt to Zimmerman and others claiming “self-defense” by allowing people who say they are in imminent danger to defend themselves. Some states limit this defense to people’s own homes, but others, like Florida, allow it anywhere.

As Josh Horwitz, executive director of the Coalition to Stop Gun Violence, says, this law “has turned common law—and common sense—on its head by enabling vigilantes to provoke conflicts, resolve them with deadly force, and avoid ever having to set foot in a courtroom.” The fear in Trayvon’s death is that this is exactly what has happened so far: that the story told by witnesses, phone records, and Zimmerman’s violent past and earlier complaints during his neighborhood patrols shows an overzealous armed aggressor who followed Trayvon even after police told him to stop, chased Trayvon down when the frightened boy tried to walk away from the stranger following him, and then shot the unarmed, 100-pounds-lighter teenager while neighbors said they heard a child crying for help. The prospect now that Zimmerman might never set foot in a courtroom for the shooting has caused widespread frustration and fury.

Just as sadly, Trayvon’s death was not unique. In 2008 and 2009, 2,582 Black children and teens were killed by gunfire. Black children and teens were only 15 percent of the child population, but 45 percent of the 5,740 child and teen gun deaths in those two years. Black males 15 to 19 years-old were eight times as likely as White males to be gun homicide victims. The outcry over Trayvon’s death is absolutely right and just. We need the same sense of outrage over every one of these child deaths. Above all, we need a nation where these senseless deaths no longer happen. But we won’t get it until we have common-sense gun laws that protect children instead of guns and don’t allow people like George Zimmerman to take the law into their own hands. We won’t get it until we have a culture that sees every child as a child of God and sacred, instead of seeing some as expendable statistics, and others as threats and “no good” because of the color of their skin or because they chose to walk home wearing a hood in the rain. And we won’t get it until enough of us—parents and grandparents—stand up and tell our political leaders that the National Rifle Association should not be in charge of our neighborhoods, streets, gun laws, and values. In Trayvon’s case, his father Tracy speaks for what his family needs: “The family is calling for justice. We don’t want our son’s death to be in vain.” I hope that enough voices will ensure that it is not.

Marian Wright Edelman is President of the Children's Defense Fund whose Leave No Child Behind® mission is to ensure every child a Healthy Start, a Head Start, a Fair Start, a Safe Start and a Moral Start in life and successful passage to adulthood with the help of caring families and communities. For more information go to www.childrensdefense.org.

The Warmth of Other Suns: The Epic Story of America’s Great Migration

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By Laura L. Klure

This well-researched book tells about the migration of Black people out of the southern states and into other parts of the U.S. Although many African-American people left the south around the time of the Civil War, most of the migration happened later, in the 20th Century, 1915-1970. Writer Isabel Wilkerson states, “Over the course of six decades, some six million black southerners left the land of their forefathers and fanned out across the country for an uncertain existence in nearly every other corner of America. The Great Migration would become a turning point in history.” A Pulitzer Prize winner, Isabel Wilkerson was a bureau chief for the New York Times. She has won a Guggenheim Fellowship and other awards, and has taught at various universities. She is currently Professor of Journalism at Boston University. She shares some bits of her own family’s history in this book.

“The Warmth of Other Suns” chronicles the national saga of the Black migration, but it also focuses on the true individual tales of three real people. George Swanson Starling moved from the orange groves of Florida to work as a “coach attendant” on trains traveling out of New York. Ida Mae Brandon Gladney left Mississippi to find a new life and various jobs in Chicago. Originally from Louisiana, Dr. Robert Joseph Pershing Foster was educated in the south, but he chose to practice medicine in Los Angeles. By following the stories of these three Black Americans, Wilkerson illustrates how difficult the migration was, even though they gained some greater freedoms in their new homes. In some respects, the relocation of these American citizens was more challenging than the migration to the U.S. of people from various European countries.

The terrible treatment of Blacks in the south definitely did not end with the Civil War, as was told in a recent PBS program, “Slavery by Another Name,” based on the book with that title by Douglas Blackmon. As share-croppers, laborers, and servants, southern Blacks were still underpaid and gravely mistreated, well into the 1900s. But if they expected to be completely treated as equals in other parts of the U.S., they quickly learned that was not the case. Wilkerson documents the many barriers and prejudices that impacted the migrants in the northern and western states. Blacks who left the south might earn enough money to buy a house, but then they would discover that only certain neighborhoods were open to them. Blacks were not even considered for various jobs, and in some instances they earned less than whites working beside them. Wilkerson describes hostile, racist actions occurring in many situations outside the south. These ranged from unspoken shunning, to a bartender breaking the glass used by a Black man, and to extremes such as a Black boy in Chicago drowning after being pelted by rocks thrown by white boys.

“The Warmth of Other Suns” is not an easy book to read for several reasons, including the fact that it tells about numerous true, but horrific incidents, such as lynchings. It is also long, because it’s about a big saga. The main text is 538 pages, and then Wilkerson admirably details her methods and sources, and provides an index, adding over 80 more pages. Wilkerson interviewed more than 1,200 people for this project, and the three special stories were based on numerous interviews. If someone becomes particularly interested in the story of one of the three central migrants, following just that tale would require skipping through the sections of the book. Wilkerson stayed in touch with all three until they died, and their stories are told eloquently. The book does talk briefly about Martin Luther King, Jr., and the Civil Rights Movement, but that is not its central focus.

Most reviews of the book have been very positive, but some readers have considered it too long. A critic might not understand the significance of chronicling ordinary lives in such detail. For people who know just the barest outlines of their own family’s migrations, this book may provide some pertinent details and insights. It can help young-adult readers come to a better understanding of what their grandparents and earlier generations went through. White readers or those unfamiliar with the south are almost guaranteed to learn many things. For example, even though I had traveled through parts of the south in the 1950s and 1960s, this writer had very limited experiences from a Caucasian perspective, and I also did not know anything about how bad conditions were for Blacks in Florida.

“The Warmth of Other Suns” came out in hard-back in 2010, but paperback and Kindle versions are now available. The book is listed for sale and is reviewed on various websites, such as Amazon (also see online listings for Blackmon’s book).

Circle of Clowns Playing with Fire

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By Bill Fletcher, Jr.

(NNPA) It is difficult to watch the spectacle of the Republican primaries and not agree with whoever it was that originated the description of those candidacies as nothing more or less than a ‘circle of clowns.’ At each moment one or the other candidate seems to go deeper into the swamp, whether through denigrating science, attacking women or attempting to ridicule President Obama for supporting college education. With this evolution of the campaign it feels as if we are going deeper and deeper into a new ‘dark age’ with mysticism, fear, militarism, racism and misogynism as the defining characteristics.

What never ceases to amaze me is the manner in which these politicians have, with the exception of the right-wing libertarian Ron Paul, jumped up and down on the band-wagon in favor of war with Iran. In concert with an element of the Israeli political establishment and their supporters in the USA, they have been beating the drum for military strikes against Iran as a means of stopping the alleged efforts of Iran to achieve a nuclear weapon. Never mind that no one has been able to establish that the Iranians are doing anything more than they propose–to develop nuclear power for peaceful purposes–and never mind the fact that Israel possesses nuclear weapons, is not a signatory to the Nuclear Non-Proliferation Treaty, and assisted apartheid South Africa in constructing weapons of mass destruction. Never mind the fact that retired and current US military officials (and actually substantial numbers of Israeli military officials) oppose any discussion of military strikes on Iran, seeing such strikes as nothing short of foolhardy. The circle of clowns ask us to ignore this and to proceed forward with a disastrous war with Iran. This, all based on the crazy rhetoric of the Iranian regime and the possibility of what they might be able to do.

Think about it this way. Let’s say that you had a neighbor who did not like you. You go and buy a gun because you are a hunter. Your neighbor concludes that you bought the gun to get them, so they come into your house and kill you. Besides you being in a grave, where do you think that this would end? How many courts–unless race were involved–would ever go for an argument that it was fine to attack you because the neighbor thought that you might attack. Yet this is the same logic that the circle of clowns are operating on and this must be repudiated.

While it appears that President Obama is not interested in, at least for now, a war with Iran, he has fallen over himself to demonstrate his loyalty and support to Israel. This is unsettling; US foreign policy should not be based upon supporting Israel on everything that they do. For that reason, if the voices of the people of the USA are not heard loud and clear, the banter from the circle of clowns may prevail and we could be looking at events that will spiral out of control.
 Bill Fletcher, Jr. is a Senior Scholar with the Institute for Policy Studies, immediate past president of TransAfrica Forum, and the co-author of “Solidarity Divided.”

A National Project Filled with Black Pride

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(NNPA) It is official! The Smithsonian National Museum of African American History and Culture on the National Mall will be about Blacks, designed by Blacks and the construction managed by Blacks. This $500 million project will be totally unlike the Dr. Martin Luther King Jr. Monument which was manipulated and profited by behind the scenes white interests. I am so proud I get “choked up” every time I dwell on the beautiful process.

Let’s first look at the Design/Architectural Team. The Lead Designer is David Adjaye. This brother is a native of Tanzania and now lives in London. He is arguably the best major designer in the world. His portfolio is full of popular buildings from around the world. Some of the work includes the Museum of Contemporary Art in Denver, the Nobel Peace Centre in Oslo, Norway, and the Skolkovo Moscow School of Management in Russia. Mr. Adjaye is giving the museum a classic Yoruba (West African) design. They picked one of the best through a competitive process and he happens to be one of us.

Next is the Architect of Record. That distinction belongs to Philip Freelon, CEO of the Freelon Group – a Black architectural firm based in Raleigh, North Carolina. Some of the projects the firm has performed are the Center for Civil & Human Rights, the Reginald F. Lewis Museum of African American History and Culture and the Museum of the African Diaspora.

The other principal in the Design/Architectural component of the project is Max Bond who worked with the firm of Davis Brody Bond. Unfortunately, Max Bond died of cancer shortly after receiving the award. However, his firm continues to be active in the major undertaking.

The above reality is proof positive that the age old tradition of architecture and design that began with the erection of the pyramids (which still stand today) continues on as a fine African tradition. They couldn’t take it away from us and we just keep getting stronger.

Now, let’s look at the Construction Management side. Here, too, we find actual bona fide and qualified African American participation. The Sherman R. Smoot Construction Co. is one of the three partners on the Construction Management Team. Smoot is headquartered in Columbus, Ohio with satellite offices in several locations throughout the nation. Another partner is the H.J. Russell & Company based in Atlanta, Georgia with various offices throughout the nation. These two Black and family owned giants are teaming up Clark Construction, based in Bethesda, MD.

This isn’t “window dressing”. These two firms have put up the bonds for the project and bring their financing to it. It is a “real deal” and we should be so proud. The National Black Chamber of Commerce has had a very positive and enjoyable relationship with these two firms and is absolutely confident that Black contractors will get at least their fair share in the building of this giant project provided they bring their “A” game to the competitive table. They will!

The engineering, contracting, sub-contracting opportunities for the project are immense and transparent. Interested up and running businesses should go to this website: www.nmaahcproject.com. This website is established for this project and there is a very sincere effort to include small businesses including minority owned firms who are bona fide and qualified. There will be no “fronting” like on the Dr. King monument. This is the biggest single project in terms of Black participation. That is fitting in that the subject matter is our history.

The funding for the project will be provided via 50% from the federal government (secured by President George W. Bush) and 50% by private donations. That is where we come in. I encourage all of you to become Charter Members of the National museum of African American History and Culture. Membership levels are: $25, $40, $100, $250 and $1,000. Please go to: www.AfricanAmerican.si.edu or email for a membership form at AAHCmember@si.edu. Please give and spread the word to all your friends.

Special thanks and recognition should go to the Honorable John Lewis (D – Georgia). Congressman Lewis was the “Most Valuable Player” in getting this project accepted and funded. He was there at the beginning and he drove it to the finish line with daily devotion and commitment. His proud face was a beautiful sight as he held a shovel at the Official Groundbreaking on February 22. The NBCC is so thankful for his successful efforts that we plan to formally recognize him for that devotion. You know, we ought to build a statue of him right in front of the museum.

Our children and grandchildren will read about this powerful fact of Black business acumen taking place day to day. They will see our legacy and fill their “chests” with pride. God is great!

Mr. Alford is the co-founder, President/CEO of the National Black Chamber of Commerce®. Website: www.nationalbcc.org. Email: halford@nationalbcc.org.

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