Daily Bible Reading, Thoughts, and a prayer for November 29th

Today is the 29th of November.  This is the Daily Bible Reading, thoughts, and prayer starter for today.  Today we are reading from the New International Version Bible.  We’ll begin today from Daniel 6:1-28. We will continue with 2 Peter 3:1-18, Psalms 119:129-152 and Proverbs 28:21-22.

Daniel 6:1-28

¹ It pleased Darius to appoint 120 satraps to rule throughout the kingdom, ² with three administrators over them, one of whom was Daniel. The satraps were made accountable to them so that the king might not suffer loss. ³ Now Daniel so distinguished himself among the administrators and the satraps by his exceptional qualities that the king planned to set him over the whole kingdom. ⁴ At this, the administrators and the satraps tried to find grounds for charges against Daniel in his conduct of government affairs, but they were unable to do so. They could find no corruption in him, because he was trustworthy and neither corrupt nor negligent. ⁵ Finally these men said, “We will never find any basis for charges against this man Daniel unless it has something to do with the law of his God.”

 ⁶ So the administrators and the satraps went as a group to the king and said: “O King Darius, live forever! ⁷ The royal administrators, prefects, satraps, advisers and governors have all agreed that the king should issue an edict and enforce the decree that anyone who prays to any god or man during the next thirty days, except to you, O king, shall be thrown into the lions’ den. ⁸ Now, O king, issue the decree and put it in writing so that it cannot be altered—in accordance with the laws of the Medes and Persians, which cannot be repealed.” ⁹ So King Darius put the decree in writing.

 ¹⁰ Now when Daniel learned that the decree had been published, he went home to his upstairs room where the windows opened toward Jerusalem. Three times a day he got down on his knees and prayed, giving thanks to his God, just as he had done before. ¹¹ Then these men went as a group and found Daniel praying and asking God for help. ¹² So they went to the king and spoke to him about his royal decree: “Did you not publish a decree that during the next thirty days anyone who prays to any god or man except to you, O king, would be thrown into the lions’ den?”
      The king answered, “The decree stands—in accordance with the laws of the Medes and Persians, which cannot be repealed.”

 ¹³ Then they said to the king, “Daniel, who is one of the exiles from Judah, pays no attention to you, O king, or to the decree you put in writing. He still prays three times a day.” ¹⁴ When the king heard this, he was greatly distressed; he was determined to rescue Daniel and made every effort until sundown to save him.

 ¹⁵ Then the men went as a group to the king and said to him, “Remember, O king, that according to the law of the Medes and Persians no decree or edict that the king issues can be changed.”

 ¹⁶ So the king gave the order, and they brought Daniel and threw him into the lions’ den. The king said to Daniel, “May your God, whom you serve continually, rescue you!”

 ¹⁷ A stone was brought and placed over the mouth of the den, and the king sealed it with his own signet ring and with the rings of his nobles, so that Daniel’s situation might not be changed. ¹⁸ Then the king returned to his palace and spent the night without eating and without any entertainment being brought to him. And he could not sleep.

 ¹⁹ At the first light of dawn, the king got up and hurried to the lions’ den. ²⁰ When he came near the den, he called to Daniel in an anguished voice, “Daniel, servant of the living God, has your God, whom you serve continually, been able to rescue you from the lions?”

 ²¹ Daniel answered, “O king, live forever! ²² My God sent his angel, and he shut the mouths of the lions. They have not hurt me, because I was found innocent in his sight. Nor have I ever done any wrong before you, O king.”

 ²³ The king was overjoyed and gave orders to lift Daniel out of the den. And when Daniel was lifted from the den, no wound was found on him, because he had trusted in his God.

 ²⁴ At the king’s command, the men who had falsely accused Daniel were brought in and thrown into the lions’ den, along with their wives and children. And before they reached the floor of the den, the lions overpowered them and crushed all their bones.

 ²⁵ Then King Darius wrote to all the peoples, nations and men of every language throughout the land:
       “May you prosper greatly!

 ²⁶ “I issue a decree that in every part of my kingdom people must fear and reverence the God of Daniel.
       “For he is the living God
       and he endures forever;
       his kingdom will not be destroyed,
       his dominion will never end.

 ²⁷ He rescues and he saves;
       he performs signs and wonders
       in the heavens and on the earth.
       He has rescued Daniel
       from the power of the lions.”

 ²⁸ So Daniel prospered during the reign of Darius and the reign of Cyrus the Persian.

2 Peter 3:1-18¹Dear friends, this is now my second letter to you. I have written both of them as reminders to stimulate you to wholesome thinking. ²I want you to recall the words spoken in the past by the holy prophets and the command given by our Lord and Savior through your apostles.

 ³First of all, you must understand that in the last days scoffers will come, scoffing and following their own evil desires. ⁴They will say, “Where is this ‘coming’ he promised? Ever since our fathers died, everything goes on as it has since the beginning of creation.” ⁵But they deliberately forget that long ago by God’s word the heavens existed and the earth was formed out of water and by water. ⁶By these waters also the world of that time was deluged and destroyed. ⁷By the same word the present heavens and earth are reserved for fire, being kept for the day of judgment and destruction of ungodly men.

 ⁸But do not forget this one thing, dear friends: With the Lord a day is like a thousand years, and a thousand years are like a day. ⁹The Lord is not slow in keeping his promise, as some understand slowness. He is patient with you, not wanting anyone to perish, but everyone to come to repentance.

 ¹⁰But the day of the Lord will come like a thief. The heavens will disappear with a roar; the elements will be destroyed by fire, and the earth and everything in it will be laid bare.

 ¹¹Since everything will be destroyed in this way, what kind of people ought you to be? You ought to live holy and godly lives ¹²as you look forward to the day of God and speed its coming.That day will bring about the destruction of the heavens by fire, and the elements will melt in the heat. ¹³But in keeping with his promise we are looking forward to a new heaven and a new earth, the home of righteousness.

 ¹⁴So then, dear friends, since you are looking forward to this, make every effort to be found spotless, blameless and at peace with him. ¹⁵Bear in mind that our Lord’s patience means salvation, just as our dear brother Paul also wrote you with the wisdom that God gave him. ¹⁶He writes the same way in all his letters, speaking in them of these matters. His letters contain some things that are hard to understand, which ignorant and unstable people distort, as they do the other Scriptures, to their own destruction.

 ¹⁷Therefore, dear friends, since you already know this, be on your guard so that you may not be carried away by the error of lawless men and fall from your secure position. ¹⁸But grow in the grace and knowledge of our Lord and Savior Jesus Christ. To him be glory both now and forever! Amen.

Psalms 119:129-152 ¹²⁹ Your statutes are wonderful;
       therefore I obey them.

 ¹³⁰ The unfolding of your words gives light;
       it gives understanding to the simple.

 ¹³¹ I open my mouth and pant,
       longing for your commands.

 ¹³² Turn to me and have mercy on me,
       as you always do to those who love your name.

 ¹³³ Direct my footsteps according to your word;
       let no sin rule over me.

 ¹³⁴ Redeem me from the oppression of men,
       that I may obey your precepts.

 ¹³⁵ Make your face shine upon your servant
       and teach me your decrees.

 ¹³⁶ Streams of tears flow from my eyes,
       for your law is not obeyed.

¹³⁷ Righteous are you, O LORD,
       and your laws are right.

 ¹³⁸ The statutes you have laid down are righteous;
       they are fully trustworthy.

 ¹³⁹ My zeal wears me out,
       for my enemies ignore your words.

 ¹⁴⁰ Your promises have been thoroughly tested,
       and your servant loves them.

 ¹⁴¹ Though I am lowly and despised,
       I do not forget your precepts.

 ¹⁴² Your righteousness is everlasting
       and your law is true.

 ¹⁴³ Trouble and distress have come upon me,
       but your commands are my delight.

 ¹⁴⁴ Your statutes are forever right;
       give me understanding that I may live.

 ¹⁴⁵ I call with all my heart; answer me, O LORD,
       and I will obey your decrees.

 ¹⁴⁶ I call out to you; save me
       and I will keep your statutes.

 ¹⁴⁷ I rise before dawn and cry for help;
       I have put my hope in your word.

 ¹⁴⁸ My eyes stay open through the watches of the night,
       that I may meditate on your promises.

 ¹⁴⁹ Hear my voice in accordance with your love;
       preserve my life, O LORD, according to your laws.

 ¹⁵⁰ Those who devise wicked schemes are near,
       but they are far from your law.

 ¹⁵¹ Yet you are near, O LORD,
       and all your commands are true.

 ¹⁵² Long ago I learned from your statutes
       that you established them to last forever.

Proverbs 28:21-22²¹ To show partiality is not good—
       yet a man will do wrong for a piece of bread.

 ²² A stingy man is eager to get rich
       and is unaware that poverty awaits him.

Daily Bible Reading, Thoughts, and a prayer

Thoughts from Prayer for November 29th Bible reading

I love the book of Daniel; I love the visualness of the book, I love the faithfulness of Daniel and his wisdom, and the blessing that God poured out on him as a leader in the Kingdom, and for many Kingdoms he worked.  I loved that he went into the Lions Den and came out; it gives us all hope, and no matter what our advocacy God will come and go before us if we are submitted fully to him and I love he way that 2^nd Peter closes down.  We have Peter; the Rock right?  A true disciple of Christ at the very end of his life, leaving final words, a sober warning on life and how to live, and how to live it, how to watch out for people that distort it, a little words of counsel on the writings of Paul and how Paul is a very astute studious, scholarly man, as we well know from his writing.  Peter being a commoner knows the common plight and says hey; some of the things he writes are a little tricky, people distort them for their own gain, be on guard for that but more than anything it’s all going to vanish in a torrent of fire, like a thief in the night, the Earth and everything on it will be laid bare.  So; how do you want to be found on that day saying what kind of people do you want to be?  And then gives counsel.  I love that we have this to live by.  I love that we have some many things, so many angles, such a context of the scriptures for life.  And it’s undeniable; I used to think that it was all confusing, very, very, confusing, written out over thousands of years with all kind of inconsistency, but taken a as whole, which is what we do here at the Daily Audio Bible, I have found a context for living life and I got to be honest.  It’s nothing like the way I was living, and you know I’ve gone through lot’s of things on my life, there have been many ups and downs and rimes where I was far away from God and knew it.  But the years before I started reading the Daily Audio Bible I was following the best I knew, so I was a Christian, I was a normal American Christian citizen I guess, doing what I knew to serve God.  And what I have found is although those things were not wrong, I was not right either I was not on track, the context and the beauty of the Bible changes the way that we look at everything.  And it’s so hopeful; it’s so beautiful, it’s such a magnificent way to live.  And it sort of removes all of the guess work.  We have a foundation in which to build and a place to be.  It’s beautiful.

Prayer for November 29th

(Prayer) Jesus; thank You for all You have done.  God we thank You for the scriptures, thank You for the context of our lives, a back drop that is such a sweeping epic, it’s such a wonderful thing to see history.  It’s not all good; but the history of our lives in so many ways mirror the history of people and yet You have given us Your story and Your constant pursuit of us, oh we want to be captured, we want to be captivated by You.  We are; to sit at Your feet and hear Your words, to contemplate life and feel the transforming power that happens everyday that happens as we surround ourselves and immerse ourselves in Your word.  It’s incredible; worship is all we can do, and we do, we worship You God, You are wonderful, You are victorious, You are mighty, and You are our Father, and we glory in that, and we glory in You.  And we pray these things in Jesus name.  Amen.
Have a great day.  And I will be waiting for you here tomorrow.

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I am very sorry I got behind these on the Holidays – Blessings – Greg

Daily Bible Reading, Thoughts, and a prayer for November 28th

Today is the 28th of November.  This is the Daily Bible Reading, thoughts, and prayer starter for today.  Today we are reading from the New International Version Bible.  We’ll begin today from Daniel 5:1-31. We will continue with 2 Peter 2:1-22, Psalms 119:113-128 and Proverbs 28:19-20.

Daniel 5:1-31

 ¹ King Belshazzar gave a great banquet for a thousand of his nobles and drank wine with them. ² While Belshazzar was drinking his wine, he gave orders to bring in the gold and silver goblets that Nebuchadnezzar his father had taken from the temple in Jerusalem, so that the king and his nobles, his wives and his concubines might drink from them. ³ So they brought in the gold goblets that had been taken from the temple of God in Jerusalem, and the king and his nobles, his wives and his concubines drank from them. ⁴ As they drank the wine, they praised the gods of gold and silver, of bronze, iron, wood and stone.

 ⁵ Suddenly the fingers of a human hand appeared and wrote on the plaster of the wall, near the lampstand in the royal palace. The king watched the hand as it wrote. ⁶ His face turned pale and he was so frightened that his knees knocked together and his legs gave way.

 ⁷ The king called out for the enchanters, astrologers and diviners to be brought and said to these wise men of Babylon, “Whoever reads this writing and tells me what it means will be clothed in purple and have a gold chain placed around his neck, and he will be made the third highest ruler in the kingdom.”

 ⁸ Then all the king’s wise men came in, but they could not read the writing or tell the king what it meant. ⁹ So King Belshazzar became even more terrified and his face grew more pale. His nobles were baffled.

 ¹⁰ The queen, hearing the voices of the king and his nobles, came into the banquet hall. “O king, live forever!” she said. “Don’t be alarmed! Don’t look so pale! ¹¹ There is a man in your kingdom who has the spirit of the holy gods in him. In the time of your father he was found to have insight and intelligence and wisdom like that of the gods. King Nebuchadnezzar your father—your father the king, I say—appointed him chief of the magicians, enchanters, astrologers and diviners. ¹² This man Daniel, whom the king called Belteshazzar, was found to have a keen mind and knowledge and understanding, and also the ability to interpret dreams, explain riddles and solve difficult problems. Call for Daniel, and he will tell you what the writing means.”

 ¹³ So Daniel was brought before the king, and the king said to him, “Are you Daniel, one of the exiles my father the king brought from Judah? ¹⁴ I have heard that the spirit of the gods is in you and that you have insight, intelligence and outstanding wisdom. ¹⁵ The wise men and enchanters were brought before me to read this writing and tell me what it means, but they could not explain it. ¹⁶ Now I have heard that you are able to give interpretations and to solve difficult problems. If you can read this writing and tell me what it means, you will be clothed in purple and have a gold chain placed around your neck, and you will be made the third highest ruler in the kingdom.”

 ¹⁷ Then Daniel answered the king, “You may keep your gifts for yourself and give your rewards to someone else. Nevertheless, I will read the writing for the king and tell him what it means.

 ¹⁸ “O king, the Most High God gave your father Nebuchadnezzar sovereignty and greatness and glory and splendor. ¹⁹ Because of the high position he gave him, all the peoples and nations and men of every language dreaded and feared him. Those the king wanted to put to death, he put to death; those he wanted to spare, he spared; those he wanted to promote, he promoted; and those he wanted to humble, he humbled. ²⁰ But when his heart became arrogant and hardened with pride, he was deposed from his royal throne and stripped of his glory. ²¹ He was driven away from people and given the mind of an animal; he lived with the wild donkeys and ate grass like cattle; and his body was drenched with the dew of heaven, until he acknowledged that the Most High God is sovereign over the kingdoms of men and sets over them anyone he wishes.

 ²² “But you his son, O Belshazzar, have not humbled yourself, though you knew all this. ²³ Instead, you have set yourself up against the Lord of heaven. You had the goblets from his temple brought to you, and you and your nobles, your wives and your concubines drank wine from them. You praised the gods of silver and gold, of bronze, iron, wood and stone, which cannot see or hear or understand. But you did not honor the God who holds in his hand your life and all your ways. ²⁴ Therefore he sent the hand that wrote the inscription.

 ²⁵ “This is the inscription that was written:
       Mene , Mene , Tekel , Parsin

 ²⁶ “This is what these words mean:
       Mene : God has numbered the days of your reign and brought it to an end.

 ²⁷ Tekel : You have been weighed on the scales and found wanting.

 ²⁸ Peres  : Your kingdom is divided and given to the Medes and Persians.”

 ²⁹ Then at Belshazzar’s command, Daniel was clothed in purple, a gold chain was placed around his neck, and he was proclaimed the third highest ruler in the kingdom.

 ³⁰ That very night Belshazzar, king of the Babylonians, was slain, ³¹ and Darius the Mede took over the kingdom, at the age of sixty-two.

2 Peter 2:1-22 ¹But there were also false prophets among the people, just as there will be false teachers among you. They will secretly introduce destructive heresies, even denying the sovereign Lord who bought them—bringing swift destruction on themselves. ²Many will follow their shameful ways and will bring the way of truth into disrepute. ³In their greed these teachers will exploit you with stories they have made up. Their condemnation has long been hanging over them, and their destruction has not been sleeping.

 ⁴For if God did not spare angels when they sinned, but sent them to hell, putting them into gloomy dungeons to be held for judgment; ⁵if he did not spare the ancient world when he brought the flood on its ungodly people, but protected Noah, a preacher of righteousness, and seven others; ⁶if he condemned the cities of Sodom and Gomorrah by burning them to ashes, and made them an example of what is going to happen to the ungodly; ⁷and if he rescued Lot, a righteous man, who was distressed by the filthy lives of lawless men ⁸(for that righteous man, living among them day after day, was tormented in his righteous soul by the lawless deeds he saw and heard)— ⁹if this is so, then the Lord knows how to rescue godly men from trials and to hold the unrighteous for the day of judgment, while continuing their punishment. ¹⁰This is especially true of those who follow the corrupt desire of the sinful nature and despise authority.

   Bold and arrogant, these men are not afraid to slander celestial beings; ¹¹yet even angels, although they are stronger and more powerful, do not bring slanderous accusations against such beings in the presence of the Lord. ¹²But these men blaspheme in matters they do not understand. They are like brute beasts, creatures of instinct, born only to be caught and destroyed, and like beasts they too will perish.

 ¹³They will be paid back with harm for the harm they have done. Their idea of pleasure is to carouse in broad daylight. They are blots and blemishes, reveling in their pleasures while they feast with you. ¹⁴With eyes full of adultery, they never stop sinning; they seduce the unstable; they are experts in greed—an accursed brood! ¹⁵They have left the straight way and wandered off to follow the way of Balaam son of Beor, who loved the wages of wickedness. ¹⁶But he was rebuked for his wrongdoing by a donkey—a beast without speech—who spoke with a man’s voice and restrained the prophet’s madness.

 ¹⁷These men are springs without water and mists driven by a storm. Blackest darkness is reserved for them. ¹⁸For they mouth empty, boastful words and, by appealing to the lustful desires of sinful human nature, they entice people who are just escaping from those who live in error. ¹⁹They promise them freedom, while they themselves are slaves of depravity—for a man is a slave to whatever has mastered him. ²⁰If they have escaped the corruption of the world by knowing our Lord and Savior Jesus Christ and are again entangled in it and overcome, they are worse off at the end than they were at the beginning. ²¹It would have been better for them not to have known the way of righteousness, than to have known it and then to turn their backs on the sacred command that was passed on to them. ²²Of them the proverbs are true: “A dog returns to its vomit,”and, “A sow that is washed goes back to her wallowing in the mud.”

Psalms 119:113-128 ¹¹³ I hate double-minded men,
       but I love your law.

 ¹¹⁴ You are my refuge and my shield;
       I have put my hope in your word.

 ¹¹⁵ Away from me, you evildoers,
       that I may keep the commands of my God!

 ¹¹⁶ Sustain me according to your promise, and I will live;
       do not let my hopes be dashed.

 ¹¹⁷ Uphold me, and I will be delivered;
       I will always have regard for your decrees.

 ¹¹⁸ You reject all who stray from your decrees,
       for their deceitfulness is in vain.

 ¹¹⁹ All the wicked of the earth you discard like dross;
       therefore I love your statutes.

 ¹²⁰ My flesh trembles in fear of you;
       I stand in awe of your laws.

 ¹²¹ I have done what is righteous and just;
       do not leave me to my oppressors.

 ¹²² Ensure your servant’s well-being;
       let not the arrogant oppress me.

 ¹²³ My eyes fail, looking for your salvation,
       looking for your righteous promise.

 ¹²⁴ Deal with your servant according to your love
       and teach me your decrees.

 ¹²⁵ I am your servant; give me discernment
       that I may understand your statutes.

 ¹²⁶ It is time for you to act, O LORD;
       your law is being broken.

 ¹²⁷ Because I love your commands
       more than gold, more than pure gold,

 ¹²⁸ and because I consider all your precepts right,
       I hate every wrong path.

Proverbs 28:19-20 ¹⁹ He who works his land will have abundant food,
       but the one who chases fantasies will have his fill of poverty.

 ²⁰ A faithful man will be richly blessed,
       but one eager to get rich will not go unpunished.

Daily Bible Reading, Thoughts, and a prayer

Thoughts from Prayer for November 28th Bible reading

I think that the theme of the invasion of the Kingdom of Heaven in the book of Daniel today; goes over to the next King Belshazzar and the writing on the wall.  Every time I read that, it is freaky to me, not in  a bad way, kind of in a good freaky way, a hand writing on a wall, in a language you don’t understand, of course it’s his judgment because he exalted himself.  I’m not saying we don’t have our own glory; I do think that the Bible says that we are a reflections of God’s glory in us basically, the uniqueness of us, so we have a glory that is unique to us, but it is God’s glory in us and you know the routine.  When you start heading off in your direction, and under your own strength based on what you think you know and that just never has a happy ending, it never goes anywhere, it’s a dead end, it’s a big circle back to where you started, it doesn’t work.  The Kingdom is invading and we have a role to play that is uniquely ours and we are to bring our own individual strengths into it and it’s a beautiful thing how God has done that.

Prayer for November 28th

(Prayer) God bring Your Kingdom, bring the Kingdom, Your will be done on Earth as it is in Heaven, show us our place, and You are showing us our place God.  We’ve come alive; we’ve come awake by simply committing ourselves to read what Your word says everyday and it’s transforming and alive, but it gives us a context it speaks to our hearts which is the real us, help us to live from our hearts, and step into the role that we uniquely play in Your Kingdom.  We love you, we love You, we love You with all of our hearts and we pray these things in Jesus name.  Amen.
Have a great day.  And I will be waiting for you here tomorrow.

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Structuring Social Ventures:  Choice of Legal Structure

By:  B. Ray Dinning, JD, LLM (taxation)

November 29, 2009

Part I – Introduction

This is Part One of a Four Part Series on Choice of Legal Structure for Social Ventures

Social Ventures and social entrepreneurship are alive and well in the for-profit and non-profit communities, universities, foundations and with social investors worldwide.  With every major MBA Program educating future business leaders about the social benefits of ventures that make money and help others and with amazing examples of social entrepreneurship by Professor Yunus and the Grameen Bank, Social Ventures are the business wave of the future.  With roughly 2/3rds of the world’s population living with an income of $2 a day, the applicability of technology and products to this burgeoning world market is a new phenomenon.  Bill Gates, Richard Branson and others are finding new ways to market products and services to this market.  Innovation is a key component to this process as products must be re-engineered to be affordable to the world market.  For example, the wind up computer, cell phones and other technology are currently being marketed and sold to this demographic group.  In Africa, this challenge is even greater and the need more prolific.  One thing is certain:  social entrepreneurship is the wave of the future in world markets.

A social venture is an undertaking by a firm or organization established by a social entrepreneur that seeks to provide systemic solutions to achieve a sustainable, social objective. The distinguishing characteristic of the social venture versus the commercial venture is the primacy of their objective to solve social problems and provide social benefits to those in need. The social venture may generate profits, but that is not its focus. Rather profits are the mechanism to achieve sustainability in providing a social benefit. The problems addressed by social ventures cover the range of social issues, including poverty, inequality, education, the environment, and economic development.

The challenge in this fast-paced developing area is that guidance in how these beneficial ventures should be structured is amorphous and undefined. Some have estimated that – depending on how one defines social enterprise – this activity could account for as much as 4 trillion dollars in the global economy. Social Enterprise Alliance estimates in a recent poll, 71% of respondents reported that making a determination as to the proper and best legal structure for their social ventures was the greatest challenge they faced. The pool of respondents included not just people who were starting new ventures, but also investors seeking a social return on investment (SROI) in addition to financial returns.

Because so many legal disciplines are necessary to properly structure a venture which many include non-profit, for-profit and even community partners and where business principles must be modified, it is hard to find concrete guidance in how to set up and structure social ventures.  The legal areas implicated in a structuring social ventures include:  tax, non-profit, corporate, partnership, international, mergers & acquisitions, business entity formation and perhaps more.

Social ventures can be structured in several legal formations including, but not limited to: business for-profit corporations, nonprofit corporations, tax-exempt organizations, for-profit subsidiaries of nonprofit entities, limited liability companies, charities created by business corporations, joint ventures, and less formal structures created through financing, shareholder and licensing agreements.  New forms of business structures including the use of the L3C entity and the so-called “B Corporation” are also adding to the mix of potential business structures available to social entrepreneurs.

Perhaps because of our capitalistic roots and the emphasis in the United States on profit and wealth generation or simply because of the relative infancy of social enterprises and social ventures, our legal system in the United States does not provide a legal form that is designed to accommodate the particular needs of social ventures.  Obviously, public companies have, as their primary objective, the bests interests of the shareholders of the company which, to date, has allowed them to pursue “green” or eco-friendly ventures as an aside to their primary objective of producing a good or service which generates profits for the shareholders.  Non-profit organizations have social good and charitable purposes as their primary objective but many complex rules and onerous penalties exist for the organization and its directors should their profit making objectives be structured improperly, become too large or simply conflict with their tax-exempt social purposes.  Additionally, non-profits face potential donor confusion when they start to introduce the concept of “business” and “profit” to their donor base.  Thus, many pitfalls, regulatory landmines and business issues such as access to capital and modifying the traditional rules of business come into play when attempting to structure a social venture.

In structuring a social venture, the ideal legal structure for social enterprise would allow management to pursue the dual goals of profit and social benefit within a single venture. It would allow the venture to raise private capital and compensate investors for the use of their capital on competitive terms but also management to make business decisions that further the social mission of the venture, even at the risk of reducing profits.  This ideal legal structure would also allow donors to support the social purposes of the venture with tax-deductible contributions, provided the money they give is a gift and they do not receive anything in return. Such an enterprise could freely enter into joint ventures and other business relationships with charities or for-profit companies without jeopardizing the tax or corporate status of the participating entities or exposing management to complex regulation or potential liability. Under the right circumstances, the social enterprise itself could become exempt from paying tax on its net revenues.

Next, we will discuss Foundations of the social venture movement.

B. Ray Dinning, JD, LLM (taxation) is a United States based attorney specializing in nonprofit joint ventures, social ventures, domestic and international taxation and public private partnerships.   Mr. Dinning assisted Professor Michael Sanders with the research and drafting of the authoritative legal text in this area called “Partnerships and Joint Ventures Involving Tax Exempt Organizations by John Wiley & Sons in 1994 with later editions.  Mr. Dinning holds an Advanced Law Degree from Georgetown University Law Center in Taxation – an LL.M in Taxation.  Mr. Dinning has traveled around the world structuring social ventures from the grassroots to the Heads of State.  Mr. Dinning can be reached at (757) 232-2619.

Oh lookie – Brian has re-posted his Singular Christmas

While reading these messages from James Coury, keep in mind that he’s never met the married woman whom he sent these messages to. Here is a true transcribed log of these messages. The negligent grammar is retained for the record’s sake:

10/28/2009

“Maybe this is meant to be. Who Knows. I want to meet u so bad. When I
wake up every morning the first thing I think of is you, that makes me
feel good.”

10/28/2009

“You deserve to be happy and in love. its your God given right. Do u
believe in love at first sight. I guess time will tell.”

10/28/2009

“Donna, it’s not just about looks. When u find someone that gives u
hope, laughter, life and happiness, that to me is true love. Did I ever
tell U I love ur name, Donna.”

10/29/2009

“Good morning. I had a good time talking to u last night. I want u to
have a great day. I’ll be thinking of u all day, Love Jim”

10/29/2009

“I asked one of my co-workers is it possible to fall in LOVE with
someone u never met? My guys said they have never seen me smile this much”

10/29/2009

“Donna, u are blowing my mind. I almost said I LOVE YOU before we hung up.”

10/29/2009

“Look forward to the future and take one day at a time. LOVE is a
Beautiful thing.”

10/29/2009

“Donna, have u ever felt like this before, having never met, never made
love, just two people expressing their emotions. This has never
happened to one before”

10/29/2009

“You don’t have any idea how hard it’s going to be having to wait to see
you. U know what I see u what I’m going to say. Tell ur mom, tell ur
friends. U are special”

10/29/2009

“No u r very much alive. you have given me HOPE, EMOTION, things I have
not felt for years, and I thanks u for that.”

10/29/2009

“Donna, I already like what I see”

10/29/2009

“Lyrics from HEY GIRL. I tried to find myself my one and only girl,
tried to 2 tell her in a song she wouldn’t hear it tried to tell her in
a note she wouldn’t read it.”

10/29/2009

“Sometime got to set her down right into her eyes say I LOVE YOU GIRL.
yes, we can talk later. I’m going to Cheshire to feed my children.”

10/29/2009

“I just pulled over to read yur text. You are my girl and I am falling
in LOVE with you. Call me later”

10/29/2009

“My wife just came home bombed. What a disgrace. Normally we would
argue and call each other names, but not tonight. My kids and I just
laughed at her. It’s really sad.”

10/29/2009

“Thank you I LOVE you too!!! You are my girl. Did u like those lyrics
from OAR Hey Girl. Everytime I hear that song I’ll be thinking of u.”

10/29/2009

“I hope the yankees can win tonight. If they don’t they’re all done.
Feb. 2, 1956. I keep going back to ["your" crossed-out] our text
messages, reading them over and over. I feel very lucky.”

10/29/2009

“I wonder what we have in common”

10/29/2009

“I am going to miss you! u haven’t left yet and I can’t wait for u to
come home. I just cancelled my subscription to singlesnet.com. I’ve
found what I’m looking for.”

10/29/2009

“Looks like we will be partying in Feb. Yes, I am close to my siblings.
My twin lives in Wallingford.”

10/29/2009

“Did I ever tell u I am half Canadian French / half Lebanese”

10/29/2009

“I can just imagine. I’m sorry. I had a similar experience when I was
a young boy.”

10/29/2009

“I did not tell anyone for years. When I did open up my family kind of
knew. I have told my shrink, theyre not many people u can talk to about
that crap.”

10/29/2009

“Nice mix. Can’t wait to see the complete package”

10/29/2009

“Brown eye. Twin bother blue eyes. I got the Lebanese genes, he got the
Can/French genes”

10/29/2009

“Me too. Have I told u lately that I LUV U.”

10/29/2009

“R U kidding me! I would be more than happy to take u.”

10/29/2009

“I didn’t mean to put u on the spot. I can’t believe ur on ur own.”

10/29/2009

“I am 6 ft. tall 190 lbs in pretty good shape. How tall r u?”

10/29/2009

“I can’t wait to hold u in my arms. We have so much to look forward to.
I’m going to miss u when ur not here.”

10/29/2009

“you are one in a million. I luv u even more. Have u said anything to ur
daughter yet.”

10/29/2009

“I think my kids r happy for me. This is all so new to them. They
don’t understand how 2 people say they luv each other when they have
never met. That’s what makes it”

10/29/2009

“It’s lookin good for the Yanks. I could talk to you all night but that
wouldn’t be fair to u because u have to get up early.”

10/29/2009

“I’ll always want u to b yourself. Remember what I told u, you have
another home in Hamden. My wife NEVER goes there. When u get home I
want u to have ur own key.”

10/29/2009

“OK hon get a good nights sleep, we’ll talk tomorrow. luv ya.”

10/29/2009

“My pleasure. I believe in my heart we’re destined for each other”

10/30/2009 4:14am

“Good morning Donna, Have a safe flight. Thinking of u”

10/30/2009 7:30am EST

“I love you!!!”

10/30/2009

“How is the weather in Dallas. Luv ya, Jimbo”

10/30/2009 8:30 Dallas

“Airport terminals can b a lot of fun. Many weird people LOL. When u
arrive in Phoenixtell ur mom and dad Jim says hi.“

10/30/2009

“O.K. luv u too.”

10/30/2009

“I’ve never even met you and I miss u. I think I’m starting to remember
what it is like to b in love again.”

10/30/2009

“Donna, I know I’m not wasting my time. I have never seen u but I
already know ur gorgeous. U Know I’m not in this just for the looks/sex.
I’m here for the LOVE”

10/30/2009

“Thanks for ur encouragement. That’s a great idea, kiss u instead of
lighting up. you just made my day. I am going to Cheshire tonight. I’m
not going out.”

10/30/2009

“you just sounded like a cute little girl. yikes, that made me chuckle.
U R so precious. ur husband’s not going to realize what he had till its
too late.”

10/30/2009 Night

“I just turned on my phone. The battery died. Thank U for the smile.
U r beautiful and I luv u. I’m going to pick up my daughter, I’ll text
u when I get back. LOVE JIM”

10/30/2009

“I’m right here I just got home, put on my pajamas, in bed, waiting to
talk to my girl.”

10/30/2009 Midnight

“Donna, YOU DON’t KNOW HOW HAPPY you HAVE MADE ME!!!!!!! I LOVE
you!!!!! Tell all ur friends and loved ones”

10/31/2009 6am Phoenix

“I’ve been up for an hour. Did not want to wake u, u need ur rest. So
I’m laying in bed re-reading all of our texts. I must have fallen in
luv with u. I AM SO HAPPY.”

10/31/2009 6am Phoenix

“What time is it there, R ur parents up yet? I just feel like a little
kid asking about ur parents. LOL”

10/31/2009

“French toast. But I like all 3″

10/31/2009

“That sounds like lyrics to a song. Happy Halloween. Do u like candy.
i luv Candy. Chocolate is my favorite.“

10/31/2009

“I will eat anything, including u. Now I’m getting all worked up. I
better take a cold shower, LOL”

10/31/2009

“I have to be good. My daughter just climbed into bed next to me.“

10/31/2009

“I will tell her. She’s out in the living room now. I’m going to jump
in the shower, make my bed and start my wonderful day with u.”

10/31/2009

“LUV u too!!”

10/31/2009

“I am at my Mom’s cutting the grass. I won’t hear u if u call. I
don’t want u to think I’m ignoring U. LOVE Jim”

10/31/2009

“I luv u too! U silly girl.”

10/31/2009

“U R a riot.”

10/31/2009

“I can’t wait. But I have no choice. Our time will cum. LOL”

10/31/2009

“I wish u were here with me. My cat wants to be petted, I’d rather be
petting u.”

10/31/2009

“Cabernet Sauvignon. I had to read the label for the spelling.”

10/31/2009

“Thank you U make me feel good. Can’t wait to talk.”

11/1/2009 midnight

“We will do that together. We will make awesome love. We will talk and
laugh. We will be HAPPY. I Love u.”

11/1/2009

“When we make luv I want u to tell me exactly what u want me to do.
Where to touch u, where to lick u, what fantasy u want me to fulfill.”

11/1/2009 midnight

“U r driving me crazy. I want to shove my tongue down ur throat when
wer kissing”

11/1/2009 10/31

“as it as good for u as it was for me my sweet lover”

11/1/2009 Midnight 10/31

“That’s it!!!! I can’t take it anymore. you’re driving me crazy. Will
u still respect me in the morning? LOL”

11/1/2009 6:30 Phoenix time

“I can’t believe UR awake. Last night was awesome. Imagine when we’re
together. And yes, I’ll still respect u in the morning. Ur man, Jim.”

11/1/2009

“Maybe its a little of both. I love u. U say the right thing at the
right time.”

11/1/2009

“I LOVE U TOO HONEY!!! I will text u when I’m out of the shower. Oh
yea, I can’t wait to shower with u so I can lather u up. Now use ur
imagination.”

11/1/2009

“Hi honey, I’m happy because u love me even though we never met. I’m
sad because I’m sitting here all by myself. I wish u were here. I’m
very concerned for u.”

11/1/2009

“Hi honey, I just finished dinner. Had a verbal argument with HER. SHE
is upset that I have been HONEST with my children because I have told
them bout u.”

11/1/2009

“I’m in my bedroom watching football. Chilled out. R U prepared to
meet the challenges that lie ahead. It’s gonna get rough for u and me.
I’m ready. Ur safety is first.”

11/1/2009

“Hi Honey, I didn’t realize u texted me. I was having a serious talk
with my daughter about us. She is so mature. U would like her.”

11/1/2009

“As cute s u I hope”

11/1/2009 night

“She just went to bed. She is being very receptive to u. That makes me
happy”

11/1/2009 night

“Oh did I tell u that I luv u “

11/2/2009 night

“You r the LOVE I’ve been missing for years. Thank you for being u.
your LOVING man, JIM”

11/2/2009 night

“U have a beautiful HEART. DONNA, you have made me the happiest man on
the face of this earth. I want u and I to grow old together and may
those years be our finest”

11/2/2009 night

“I can’t sleep, I’m in love “

11/2/2009 night

“I was just going back to the X rated texts and I don’t want to delete
them. They r so beautiful, like you.“

11/2/2009 night

“U just made me laugh. I LOVE u so much!!!!!! I hope this vacation will
b one you never forget.”

11/2/2009 night

“you know just what to say. I’m forever greatful u have come into my
life. I’m the luckiest man alive.”

11/2/2009 night

“The only thing that could top that is if I were there with you.
Holding, cuddling, carressing, making wild passionate love with you”

11/2/2009 night

“you have no idea how great you r. I told my twin brother about u
tonight. he supports this 100 percent. U r going to like John.”

11/2/2009 night

“I LOVE YOU TOO MUCH, YOU R A RIOT. I am starting to play with myself.”

11/2/2009 night

“Was it as good for u as it was for me? I came all over my shirt so I
had to change. OH SHIT, no yodels”

11/2/2009 night

“I adore u too u silly girl”

11/2/2009 night

“OK you’ve worn this old man out. I am going to sleep so I can dream
about you. goodnight honey, I truly am in love with you!”

11/2/2009

“Good morning Princess – I LOVE u!! (5:58am)”

11/2/2009

“I hope u r feeling better today. LOVE Jim “

11/2/2009

“that was beautiful, u just made my day. A piece of [illegible] fell on
my left foot. My big toe is swelling up and it hurts like hell. If I
laugh it doesn’t hurt.”

11/2/2009

“My toe is better. The swelling has gone down. how was ur bike ride, u
can kiss my feet anytime u like LOL”

11/2/2009

“OK luv u too”

11/4/2009 12:06am EST

“Good night Donna”

11/4/2009 8:07am EST

“Good morning honey. I am feeling much better. Was asleep by 12:15
Slept like a baby. I miss u and luv u like u wouldn’t beleive. hugs
and kisses”

Sent 11/4/2009 11:28 EST

“Every day a smile for you “

11/4/2009 11:41a.m. EST

“u make my days so much brighter. It is a gorgeous day today. I think
I spelled that wrong. I love u honey. Can’t wait to see u.”

11/4/2009

“Hi babe – I’m trying to b good and wait till ur out of work but I cant.
I want u t know that I can’t get u out of my mind. My heart is
bursting. I want to make u happy. Our life together will b truth and
love.”

11/4/2009 4:44EST

“you just made my day! I am counting the days.”

The release date of his latest solo album, that is.

Three years after the release of his first solo album, The Brian,  former Fly to the Sky crooner, Brian,  is set to make his comeback with a new solo album titled “MANIFOLD“.

The release comes just a few months after his former Fly to the Sky partner Hwanhee’s release of his own solo mini-album, H-Soul, earlier this year.

Brian revealed the album release date via his Facebook page, confirming that the album will hit shelves on December 10th.  The singer left a short message for fans, saying:

“Brian’s 2nd Album “MANIFOLD” Release date set for December 10, 2009…Hope I got all your support…God Bless^^”

No word yet on what the new album will sound like.

So, are you excited for Brian’s comeback?

Social Venture Capital on the Rise

By:  Ray Dinning, JD, LLM

In 2009, social venture funds are rapidly increasing at an unprecedented scale. At least seven new and follow-on funds billed as social venture or social entrepreneurship funds are on track to raise about $1 billion this year

“It’s really peaked in the last six months,” says David Chen, founder of Equilibrium Capital, a planned $200 million fund focused on the cleantech and wellness sectors. Commencing in the Fall of 2008, , Chen has seen a great increase in interest levels from investors in the social venture investment area.

The rise in social venture comes as institutional and accredited investors are putting significantly more money into so-called socially responsible investment (SRI) vehicles. Today, roughly $2.71 trillion—or 11% of assets under professional management in the United States—are now involved in SRI, according to the Social Investment Forum, a trade group.

Resources like Social Venture Network and social venture legal specialists like B. Ray Dinning, JD, LLM are providing guidance to the burgeoning social venture market.  Social Entrepreneurs require necessary capital but they also need guidance in proper structuring of these helpful ventures.

Structuring Social Ventures:  Choice of Legal Structure

By:  B. Ray Dinning, JD, LLM (taxation)

November 30, 2009

Part II

Foundations of Social Venture Legal Structures

The Foundations of Legal Structures for Social Ventures

In 1992-1994, I was privileged to provide research, drafting and editing skills to my esteemed professor, Mr. Michael I. Sanders, in the creation of his authoritative legal treatise, “Joint Ventures Involving Tax Exempt Organizations (Wiley & Sons).  This early work set the stage for the concept of the modern day social ventures.   Having structured hundreds of social ventures in the United States and, in fact, worldwide, the choice of entity generally depends on the specific facts of the transaction and the needs of the parties involved.  However, generally speaking, the most common legal structures utilized for social ventures, both domestic and international, are the tax-exempt organization, the limited liability company (LLC) and various partnership entities.  When used in a strategic manner designed to meet the needs of the social venture, a legal structure can be created which will allow the social venture to meet both charitable, social needs and also pursue the profit-making activities in a fairly straightforward and simple to use structure.

Tax-exempt, nonprofit organizations are generally designed to provide a structure for its directors and members to pursue a fairly well-defined set of charitable, exempt purposes. However, they are not conducive for the operation of for-profit business activities.  Additionally, tax-exempt organizations are generally not able to raise capital, sell stock or borrow without significant restrictions.  Nonprofit corporations cannot issue stock and therefore have no “owners.” Revenues generated by the nonprofit organizations must remain within it and cannot be paid out to investors or other stakeholders except as reasonable compensation for services rendered.  Its income must be devoted to charitable purposes.  The board of directors of a nonprofit corporation is duty-bound to give its primary attention to pursuit of the social mission rather than the production of net income. Organizations exempt from federal tax under Section 501(c)(3) of the Internal Revenue Code (often referred to generically as charities) must abide by even greater restrictions that prohibit payments to insiders and impose taxes on any business activity that is not directly related to the organization’s tax exempt purposes.   As you will see, however, tax-exempt charitable organizations have been conducting “business” for decades using a typical joint venture structure which allows the charitable organizations to pursue both non-profit activities via the tax-exempt organization and also the for-profit social venture via the “parallel” venture entity – typically a limited liability company or limited partnership.

Take for example, the tax-exempt, nonprofit university dedicated to charitable, educational, scientific and other charitable purposes.  Many large universities make millions of dollars per year on corporate sponsorship, advertising, concessions and branding of their sports programs such as college football.  Hospitals conduct a myriad of non-profit and for-profit activities under the large umbrella of a tax-exempt organization.  Low income housing tax credit ventures link profitable developers and construction companies to non-profit housing development agencies to provide low cost housing to those in need.  These non-profit and for-profit purposes have co-existed since the 1970s under the careful structuring of a few legal professionals who possess the requisite skills to provide tax, corporate, partnership and non-profit legal advice.  With the recent advent of “social ventures” and the skyrocketing use of these social entrepreneurship projects worldwide, it is actually the lawyers, accountants and governmental agencies who are trying to play catch-up which is much of the cause of the confusion.

For-profit business corporations, on the contrary, have shareholders (owners) and a board of directors (carrying out the general business of the organization) and perhaps officers and managers (who do the day to day operating of the business).  The directors of the corporation have certain fiduciary duties to the business and the shareholders which require them to always act in the best interests of the shareholders and the corporation.  Unless a link exists which can tie their social venture activities directly to some business purpose, the managers and directors of for-profit companies may be sued for breach of their fiduciary duties and misuse of corporate assets. Only in cases where the owners of the business are in agreement with the idea of operating in a socially responsible manner, or dedicating a percentage of profits to charitable causes, can such activity take place.  Even then, this fragile balance of business and social purposes can be destroyed by a drop in corporate earnings or an unforeseen consequence of the social venture or the lack of reaching  the projected profits from a social venture or the complaint of one or more shareholders.

So, what is the answer to the question of proper legal structure?  That begins Part III of the Series.

B. Ray Dinning is a United States attorney specializing in nonprofit joint ventures and public private partnershps  Ray Dinning assisted Professor Michael Sanders with the research and drafting of the authoritative legal text in this area called “Partnerships and Joint Ventures Involving Tax Exempt Organizations by John Wiley & Sons in 1994 with later editions.  Mr. Dinning can be reached at (757) 232-2619.