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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

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.

Tiger back on the prowl?

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Woods appears ready for Masters this week.

By Leland Stein III

At the risk of sounding like a homer, it was great watching golf again (lol). Especially since Tigers Woods was in the hunt for a win at the Arnold Palmer Invitational at Bay Hill in Orlando. I’m not trying to minimizing the efforts of so many great golf professionals on the PGA Tour, including the up and coming group of young golfers that is making the sport as competitive as ever.

But for me, there is something – I have to use my ‘60’s vocabulary here – groovy about seeing Woods in his red shirt and black pants prowling the final 18 holes with a chance to win; it gets me kind of excited and eager to watch a slow game like golf on television. My wife was even watching the tournament off and on with me. She would periodically yell at me, “Is Tiger still in the lead?”

Now I’m pretty sure this was not just happening in the Stein household, but in many homes across the country. The documented PGA television rating when Woods is in contention clearly shows that the Stein household is not alone in this.

I’m sure thousands of others are wondering if Woods is really back and if this is his very real first step to getting back towards reclaiming world golf domination with his five-stroke victory at Bay Hill?

By ending his 30-month winless famine and triumphing for the 72th time on the PGA Tour, Woods showed that he’s quite capable of finishing first in an elite stroke-play tournament against a strong field.

He had not won since September 2009 and I was questioning if he had lost his mojo. I think that is what bothered me the most about Woods decent into the golf abyss. Surely any man that gets caught cheating on his wife is put in a position of scorn.

However, I was totally shocked that Woods let the media and public perceptions affect him so greatly that he appeared to lose his self-confidence and self-esteem. Now to be balanced, he did have very real injury problems that required surgery. Surely that had a negative effect on his ability to swing his clubs and negotiate a golf course.

But the style in which Woods won at Bay Hill is what got me giddy. He built a lead through the first three rounds with inspired all-around play. Final day competitor Graeme McDowell tried to make it interesting after Woods’ first-hole double bogey pushed his lead to three. However, Woods seemed to regain his mojo at Bay Hill. Yeah he tossed a club after a bad hit off a tee, and, the camera caught his cussing at himself after a makeable putt he missed. I like that passion. The fact of the matter is that is the type of energy it takes for any superstar athlete to ascend to the elite level.

We will all soon see if Woods’ rebirth is worthy of a cigar as the golf crown jewel, the Masters, start this week and he’ll be the favorite. Woods has never really given credence to the fact he has been on a protracted slump, instead he has always said he feels he can still win and every time out he expects to or at least tries to win.

No matter, after the Bay Hill win there was obvious joy in his demeanor and spirit as he walked off the course to rousing cheers. "It does feel good,” Woods told reporters just before signing his card. “It feels really good. It's been a lot of hard work."

Woods finished at 13-under 275 for his 72nd PGA Tour win, one short of Nicklaus for second place on the all-time career list. But that's not the record Woods wants. He has 14 majors, four short of the Nicklaus standard, and he tries to end a four-year drought at the Masters this weekend. For me, Woods at the 1997 Masters drowning in tears while in a prolonged embrace with his father, Earl, who was recovering from heart bypass surgery and ignored doctor’s orders by attending, took precedence for me over Tiger being the first man of color to win a major championship. He set a tournament-record 18-under-par 270 at the very young age of 21. He has won four Masters Titles overall. Leland Stein III can be reached at lelstein3@aol.com or Twitter @LelandSteinIII Tiger Woods at the Buick Open in 2009. – Andre Smith photo

We Are All Trayvon Martin

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By Dr. Julianne Malveaux

NNPA Columnist

I have two nephews that I love with an amazing passion. Anyi, 28, is a Los Angeles based comedian, who kinda looks like me and acts like me. He is my absolute escort of choice when I am in Southern California. Armand, 25, is an Oakland-based aspiring writer, and a 2008 graduate of University of California, Santa Cruz. Both of these young men are well over 6’3”, but neither carries any extra weight. Both of them wear hoodies. And both of them have had unfortunate run-ins with so-called law enforcement officers that have tainted the way that they see law and order. Whenever they share their stories with me I am sickened by their experiences and our nation’s myopia about the way young Black men are treated because of a series of sick stereotypes gone amuck.

A few years ago Anyi, then working for Berkeley-based Youth Radio, parked his dilapidated car in the public transit parking lot and headed to meet colleagues who were also taking the train to an assignment. A police officer followed him, said his car was stolen, pulled a gun on him, forced him to his knees, even as his colleagues begged the officer to stop. What I remember from Anyi’s account is that he had dirtied his “clean white shirt” when he was forced to the prone position. As it turned out, the officer had miscued one digit in the license number, looking for a new Toyota, not an ancient jalopy. There was never an apology, nor any discipline for the officer who, unfortunately, happened to also be a young African American. Indeed, from our family there was gratitude that Anyi had so many witnesses around him that the police officer could not pull a Trayvon on him. But here is the deal. The experience embittered Anyi. It reminded him that the police are not his friend. This is post-racial America. You can shoot and kill a young Black man in a hoodie then claim self-defense because you find him threatening. There was a case, perhaps three decades ago, when a White man was able to claim disability because he was “afraid” of working with Black people. What if each of us could claim disability because we are afraid of working with hostile Whites? Instead, we suck it up each day and walk into a world where we know that our race makes us suspect. Hoodie or not, we are all Trayvon Martin.

In other words, there is still a manufactured fear of a Black presence in our nation and in our world. We have an African American president who has been assailed, not because of his mostly moderate politics, but because he happens to be of African descent. We have an attorney general whose motives have been maligned because of his race. And we have a baby boy walking the streets with iced tea and some candy, whose height and hoodie made him suspect to a deranged White man (yes, it is possible to be White and Hispanic) with a temper and a history of domestic violence who disobeyed 911 orders and took his gun out to get vigilante justice. If George Zimmerman had an ounce of integrity he would turn himself in instead of hiding out. But Zimmerman is not the problem. The climate, these “stand your ground” laws are more the problem. What if we, Black people, chose to stand our ground?

Once upon a time, we did. In Tulsa, Oklahoma in 1921, a young Black man, Dick Rowland, happened to jostle a White woman elevator operator, Sarah Page, in the office building where they both worked. The unintentional contact was too much for the crazy White powers that existed and they threatened to lynch Rowland, who fled to Greenwood, the area once called Black Wall Street. Black men rallied to Rowland’s defense, with a militia that threatened White power. Whites responded by rioting against Black people and holding us in concentration camps. It is likely that bombs were dropped on the Black community by our own government (see the work of Dr. Kimberly Ellis), but the newspapers documenting the attacks can now not be found. A wealthy community was eliminated, but in the words of poet Claude McKay, “If we must die, let it not be like hogs, haunted and penned to this in this inglorious spot. …Like men we’ll face the murderous cowardly pack, pressed to the wall, dying but fighting back. “ Find McKay’s Harlem Renaissance poem and ruminate on it.

We are all Trayvon Martin. When do we start fighting back in an organized, disciplined, focused and effective way?

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.

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