Says Michael Boldin at the Tenth Amendment Center:

In our latest podcast, Kevin Gutzman (best selling author of the Politically Incorrect Guide to the Constitution) gives a lesson on the 14th Amendment and the Incorporation Doctrine – and explains how the founders’ vision of federalism will best secure our liberty.

I love Gutzman on Incorporation. Check it out!

Many people run part time or “on the side” businesses every single day without any official documents and they’re doing just fine… Why should anyone actually incorporate a project like that if its more of a hassle than it is helpful?

Well the short answer is that you’re dumb to even think that incorporating is a bad idea!

One of the biggest benefits of incorporating a part time side job is the limited liability associated with your license. Lets say you work on customizing people’s driveways with stone on the side… What happens if one day a stone that you placed in the ground trips someone who obtains a serious injury? If they can prove that you were at fault, then you have a problem!

…Unless you have a LLC (limited liability company) license protecting your personal assets!

This applies to almost all industries of business and unless you have a valid license in place, a nasty lawsuit can take everything you have. There’s no reason to let it get to that when you can just incorporate your business online completely stress and error free.

How would you describe your church to your next-door neighbor?  How would you describe your church to that neighbor’s 6-year old daughter?  How would you describe your church to another pastor in your community?  How would you describe your church to the homeless person on the street?  HOPEFULLY, you answered each of these questions differently, because you cannot know how to describe your church appropriately unless you first know something about the person(s) to whom you are describing it.  Right?

The audience matters.  While the pastor down the street may want to know something about your church’s theology, your neighbor’s 6-year old daughter could not care less about that.  While your neighbor may want to know about your church’s location or your worship style or your ministries, the homeless person on the street just wants to know if there is a place there to get some food or to sleep for the night.  The point is, it is important to understand what the person wants to know before you start describing your church.

So what does the government want to know about your church?  What about the legal community?  Believe me, it is an entirely different set of questions.  The government wants to know what kind of taxable entity you are, and if your are not taxable, the government wants to know why not.  The days when the IRS just “assumes” you are a church because of your name, or just gives you the benefit of the doubt are long gone (if those days ever really existed intthe first place).  The lawyers, on the other hand, want to know what kind of legal entity you are and, specifically, who to name in their lawsuit when they want to file one against your church.  Again, the days when the church enjoyed some type of moral protection against getting sued are long gone.  Churches and their big budgets are now prominent targets for the legal community.  In both instances, whether from the government or the lawyers, you can bury your head in the sand and pretend to be invisible if you want, but you will look silly (and dishonest) in the long run.  This is why your church needs both an attorney and an accountant…you need professionals who speak government and/or legal jargon in order to correctly describe your church in those very specialized languages.

This is also why your church should incorporate.  There are only a limited number of legal possibilities when it comes to choosing the correct “legal entity” to call your church.  And of all the possibilities, a corporation most accurately describes most church cultures.  You can run with partnership, or joint venture, or unincorporated association if you want, but you are not going to like the consequences when the first lawsuit gets filed.  Unless you incorporate your church (or fall under the corporate umbrella of your church’s denominational entity), you open the door to pastors, staff, elders, deacons, lay leaders and even ordinary church members having liability for any and everything that goes wrong.  Incorporation creates a “legal entity” which limits the liability of otherwise innocent bystanders.  Without that limitation, your wealthier members become sitting ducks to the very creative members of your legal community.

But be careful.  It is one thing to incorporate and call yourself a corporation and it is another thing altogether to actually act like one.  And if you call yourself one but do not act like one (i.e., do not have trustees or do not have meetings of those trustees or corporate minutes or a constitution or by-laws, etc.), then you open the door yet again to the creative meanderings of the legal community to find a way to get to the assets of your wealthier members when that next lawsuit gets filed.

If you want to describe your church to your neighbor’s child, you better know how to speak to a child.  But when it comes time to describe your church to the shark-infested waters of government or law, do yourself a favor…get a lawyer to help you.  You would be foolish not to.

© Blake Coffee

Permissions: You are permitted and encouraged to reproduce and distribute this material in any format provided that you do not alter the wording in any way and do not charge a fee beyond the cost of reproduction. For web posting, a link to this document on this website is preferred. Any exceptions to the above must be approved by Blake Coffee.

Please include the following statement on any distributed copy: © Blake Coffee. Website: churchwhisperer.com

]]> http://businessofbaking.wordpress.com/2009/11/12/proofing-myself/ Thu, 12 Nov 2009 21:59:55 +0000 laughter9 http://businessofbaking.wordpress.com/2009/11/12/proofing-myself/

You know, when I set out to have this blog that would follow me as I learn and through the ups and downs of start a baking business, I forgot one little detail: I only have my perspective. So, when I start to get discouraged and consider changing my mind about the whole baking thing, I’m not going to be very motivated to update a blog about it.

Luckily, progress has been made! Today is a the Birth of Baha’u'llah, a Baha’i Holy Day, and last night we had the celebration.  While there, I met someone new and happened to mention that I had been considering starting a baking business.  I told her of my name woes and she solved them for me!  No, she didn’t give me a name.  She educated me. 

Apparently, I can start my corporation (because I do want to be incorporated and not just have a sole proprietorship) with whatever name is easy (Sacha’s Corporation, perhaps?) and then I can get my licenses and insurance, advertise and whatnot with that name.  When things start rolling or when I decide I want a better  name, I can file a DBA with my fancy-schmancy bakery name and all will be well in my little world.  I believe an example of this is the fact that Kraft owns Nabisco.  You buy a box of cookies with Nabisco on it, but if you sue them you’ll really be suing Kraft… not that I plan on being sued, but you get the idea.

So, with that, I’m off to research the formation of a corporation here in Oregon and will let you know what I learn and how things are going as soon as I know… hopefully no later than tomorrow.

According to Kevin Rubel, a non-profit organization is a Corporation whose primary motive is to benefit the public and not generate any profits. More importantly, a non-profit organization may not allocate income to any of its directors or managers. Further, a Nonprofit Corporation is not just another business and should not be used as a substitute structure for a business whose chief aim is to make money.
Is Tax Exempt the same as “Nonprofit”?
Definitely not says Kevin Rubel. Even though one may be enlisted as Nonprofit Corporation, it does not automatically mean one is not tax exempt from the Federal Income Tax. In some cases, even local state taxes have to be paid.

Kevin Rubel defines a “tax-exempt” Corporation as an entirely separate structure that has earned an exemption from income tax liability. A Nonprofit Corporation, on the other hand, is almost never automatically eligible for exemption from income tax liability until an application has been made and approved by the IRS.

Are there rules as to how many Directors a Non Profit Organizations should have? Yes, says Kevin Rubel. The rules vary from state to state. Most States require Nonprofit Corporations to have a minimum of three directors. However, some states do allow for less than three directors. A handful of states also allow for only director. So, Kevin Rubel points out that Non Profit Corporations should check out the rules pertaining to their State before determining the number of Directors to be appointed.
Is a Non Profit Corporation allowed to pay any money to its Directors? Yes, says Kevin Rubel, a Nonprofit Corporation may pay some compensation to its officers, directors, and/or employees. However, it is vital that the compensation be paid only for services rendered to the Nonprofit Corporation.

For those who ask Kevin Rubel “Are there rules where one can form a non-profit corporation?” he advices: “In general, there are no rules where one can establish a non-profit corporation. However, one has to be practical. There is no point in establishing a non-profit firm in Alaska and live in New York City. Remember, non-profit does not mean that you do not have to pay state fees and taxes- so it is important to work out of the same state. Further, if your directors and officers all live in one state, it is better to establish the corporation in the same state.”

Kevin Rubel further says: “What most people forget is that establishing any business in another state means firstly, you have to qualify to be allowed to do business in another state and secondly you are subjected to taxes in the state where you are incorporated and the state where you conducting your business. Similarly, the chances of a lawsuit are also doubled”.

Getting down to details, Kevin Rubel advices Non Profit Corporations to choose a name that reflects the intent of the Coporation. In general, there are no rules about the kind of names that can be selected by Non Profit Corporations. “However, the name you choose should reflect your motivation” says Kevin Rubel. There is no point in choosing a name that reflects money and profits. Kevin Rubel agrees further that it is important to search for a name that is not deceptively similar to another established entity. Moreover it is advisable to include the words Inc., at the end of the business name selected.

Next in consideration is the question, “How does one establish a non-profit corporation?” While some companies can help you file an application online, it is only the first step in the right direction. Most financial offices or people like Kevin Rubel can help you with this task. Individuals like Kevin Rubel know the requirements, forms, and required language. It is best to leave the filing to a professional.

It follows that if you are looking to set up a Non Profit Corporation, it would be in your own interests to approach people like Kevin Rubel and take advantage of their vast knowledge and experience in the field.

So said some wag famously.  There’s just one problem with that: “Presses” — as well as radio or TV stations, cable and satellite broadcasting outfits, etc. — in this day and age are usually owned by corporations.  Major ones, anyway.

AND CORPORATIONS HAVE NO RIGHTS, ONLY PRIVILEGES.  ONLY “NATURAL PERSONS” HAVE RIGHTS.  THE LEGAL PUBLISHING CLERK IN THE LATE 1800s WHO DECIDED TO GIVE CORPORATIONS RIGHTS COMMITTED A MONSTROSITY AGAINST THIS NATION AND THIS PLANET … A FRAUD, ARGUABLY EVEN A CRIME AGAINST HUMANITY.  THE SUPREME COURT NEVER GAVE CORPORATIONS RIGHTS!

…Though it found it convenient, in its corruption, to go along with that lying clerk and his lying employer-corporation.

NICE hosted a booth at the annual Nipomo Octoberfest, which drew a fair amount of interest, including some who agreed to fill out our information survey.  Photos below:

Top 10 Tips for Entrepreneurs Starting a Business

Tip #9

MAKE SURE YOU ARE NOT GOING TO VIOLATE NONCOMPETE OR CONFIDENTIALITY OBLIGATIONS WITH YOUR NEW BUSINESS: Check your agreements, policies or your former employers, and the common and statutory authorities to make sure you’re in the clear.

Tip #10

PROTECT YOUR IP AND GOODWILL:   Have your founding employees sign NDA’s, proprietary rights agreements, and noncompetition agreements.  You can’t get investment dollars without these and it gets harder and harder to get these agreements in place as time goes on.  And, prior to having them your business is always in jeopardy of disappearing you’re your people “voting with their feet.”

Top 10 Tips for Entrepreneurs Starting a Business

Tip 7: Offer Letters

USE OFFER LETTERS RIGHT FROM THE START: Not issuing offer letters right from the onset of the business clearly stating that all employees are employees at will.  This saves you from costly wrongful termination claims later from founding employees who believe the business is as much theirs as yours.

Tip 8: Manuals

HAVE AN EMPLOYEE MANUAL (DRAFTED BY COUNSEL NOT A SOFTWARE PROGRAM):   You need to face privacy issues with e-communications and certainly set up a sexual harassment policy under the law.  You may also, for example, want to explore using a formal disciplinary procedure but if it is not done right you’ll open the company up to a jury trial for wrongful termination.  This document is complex and should be drafted by your counsel, with the goal of making it as short and as clear as possible.

Top 10 Tips for Entrepreneurs Starting a Business

Tip 5: Wage Laws

BE CAREFUL NOT TO VIOLATE WAGE LAWS: Accruing salaries pending funding is not legal in Massachusetts.  It is better to structure these as loans or ongoing 1099 consultative arrangements without a personal obligation to pay by the entrepreneur.

Tip 6: Stock Deals

ADD UP THE STOCK: Do not promise too many people too much stock.  Seriously, it happens.  It’s illegal.  On the business side, you need to carefully consider how much stock you’ll need to get through the rounds of financing you may need to become successful.

Tips for Entrepreneurs Starting a Business

Tip #2

CHOOSE YOUR TRADEMARKS: Your trademarks designate the source or origin of your products or services.  You will be investing time and money into the branding of these marks, so you should make certain they are available and you will be the first to use them.  First in time is first in right.  Check google and uspto.gov.

1 October 2009 saw the implementation of the final stages of the 2006 Companies Act.  Heralded as one of the largest statutes on record, the changes to company law have been gradually introduced over the last 2 years and 1 October was the final stage.

These most recent changes are perhaps the most radical, updating documentation had been in force for well over a century as well as changing how companies are formed. In the process, new regulations and forms have been introduced.  Furthermore, rules and regulations relating to, for instance, the names one can use when forming a company have been drastically altered in a quite restrictive way.

To coincide with these changes, Companies House embarked some time ago on a major re-write of their incorporation system moving from quite old fashioned data transfer methods to embracing up to date XML technology.  The knock on effect for all the many incorporation agents offering online formations was always going to be an interesting challenge.  The interaction between an online incorporation agent’s website and Companies House is critical to the successful formation of a company.  It’s one thing taking money from end users for the formation of a company, checking name availability and sending off electronic documents to Companies House.  It’s another to make a successful incorporation.

So how has it gone?

Well understandably, the first week to ten days after October 1 were somewhat traumatic for everyone involved and the reports emanating from Companies House suggested that no one was getting much sleep.  Turnaround times were maybe as much as 20 times what they were normally and on their own admission, there was a substantial backlog of unformed companies.  However, as we enter the third week of October, it does seem that things have settled down and speaking on behalf of our own company formation agent Companiesmadesimple.com, everything is working quite smoothly.  We do have one or two little matters to deal with and are still getting our heads around the quite constraining rules on company names, but most companies are getting formed within a few hours and the interaction with Companies House is working smoothly.

However, not so necessarily for other company formation agents.  Our insider at Companies House has advised us that a few incorporation agents have serious problems with their XML coding and have thus far failed to incorporate a single company since October 1.  Companies House have also said that some XML code is so bad that its impacting on Companies House own system causing crashes.  One agent in particular apparently has over 600 outstanding formations and hasn’t received one back.

Rest assured that Companies Made Simple worked literally around the clock to ensure that our code was clean and effective and liaised with Companies House to make sure that companies would be formed properly.  The efforts of all concerned have resulted in a system that is robust and effective.

HG

The following is from my response to Christopher’s comments and thoughts on our positioning statement, which you all should have seen by now. I don’t know if my response got to everyone, so I’m posting it here – I think the blog is a great place for it.

Christoper, good way to simplify things. Here was the syntax I was using:

For ______ (target audience definition, the “whom”), our brand is a _________ (competitive frame of reference or category) that provides a ________ (the most meaningful point of difference, compared to the competition, in the minds of the “whom”)

On the question of the “whom” part of the equation: who are we talking to? Who is our target audience? Who do we want to market our services to?

This past spring, when I first began this process (and before I brought everyone in as co-op members) I was thinking about the kind of customers I wanted that would be the biggest possible market and provide the opportunity to do the most meaningful work, and I thought about startup businesses, emerging businesses, businesses that were in the process of beginning and forming an identity.

But as the months progressed I realized that there were existing businesses that might need a “refreshing” or a redefinition of their brand, and that we need to make ourselves available to them as well. That’s why I came up with “brand-conscious organizations”.

You asked (or at least I understood your comment to mean) whether or not it was important for an organization to be brand conscious as a condition of doing business with them.

I tend to think “yes” only because I have been in the business so long, I know from experience that there are those organizations out there that think they know what’s best from a brand standpoint but in reality have no clue, and they just want you to be that “set of hands” to execute the solutions they think are best and not allow you to be creative or to advise them on what’s really the best solution.

These kind of organizations are not open nor receptive to any sort of education we could give them on the power of effective branding. Those are not the kind or type of customers I feel comfortable having.

I could be wrong about that, but I have spent so many years on the “low end” of graphic design where so many customers are just idiots when it comes to effective, strategic branding. That’s one of the reasons I’m organizing this whole co-op in the first place because I want to work for a place where I (and other talented, creative, excellent but otherwise professionally frustrated designers) can “spread my wings” and actually do the work of branding for customers who “get it”.

That leads us to what’s so special or different about that – many other professional firms around the world do this, and they charge a high price for their services. What is our point of difference that will set us apart? What will justify, other than the quality of our work, the relatively high price I think we can charge for this work?

I was thinking that the co-op model itself is a competitive point of difference.

The fact that we are a network, a group of established or semi-established creatives who band together on a per-project basis without the need to meet in a traditional office or agency environment, but produce the same caliber of work that one would expect from the major traditional branding/design agencies/firms.

I’m not sure if that works or whether or not customers/clients would even care about that, but I think we do need some sort of way to differentiate ourselves from the dozens of creative agencies doing the exact same thing as we will be doing. Some of us in the co-op even have agencies ourselves and I’m sure actively solicit clients (at least they should be).

There is something different and unique about this co-op, and the fact that designers are organizing as a co-op, that I haven’t really seen in action in the design professions as of yet, and that I think we can use as a competitive advantage.

So that brings me back to your line of thinking:

“…It almost sounds as if we are defending ourselves before the argument is even on the table…”

I get what you mean by that, but in my thinking – and in my opinion, this is kind of how we need to be thinking about brand in general – isn’t the argument always on the table in a competitive environment? Isn’t a potential client always asking, “why should I use YOU guys when these guys are down the street and just as good? Why should I eat a Wendy’s hamburger when McDonalds is down the street? Why should I support a locally-owned burger joint when the national chain is down the street?” Think about why you or I use a product or a service, put our money in a certain bank or credit union, watch a certain movie, have a certain favorite actor or singer. Even a singer defends him/herself in the marketplace of other similar artists. Why should people listen to me sing or buy my album or attend my concert or download my new single on iTunes? The answer to that question is part of the defense. The answer to that question is part of the brand.

You could even argue that branding itself is the ultimate defense in the marketplace, and when you go back to the history of “brand” and “trademark” itself it actually WAS a “defense” of sorts against the perception that a product or service was deceptive, defective or less than trustworthy.

So I would say, yeah, we are indeed defending ourselves and MUST defend ourselves, but not just defend ourselves in the marketplace of clients but clarify internally who and what we are so we can best engage in that defense – and offense – in the marketplace of clients and ideas.

That took a long time to say, but I don’t get to articulate my ideas like this often, this is GREAT!!!! I am thankful and highly excited that this co-op is coming together. This is our chance to really THINK about what we do as designers. We have a tremendous impact on the world – or at least the potential to have that impact.

Thanks again and please, let’s have a little back and forth about this together (all of us, including Christopher).

I’m getting feedback that indicates we’d better slow down for a little bit and take the time and brainstorm – as a group – on a better DBA name for this cooperative.

Therefore, I am putting this out there as the first “project” for our group.

It is important that we all think about this and have some input (or continue giving input).

What we need is a public “dba (doing business as)” name that tells the story of what we are in a very short combination of words.

And while we’re at it, a logo would also be excellent.

Some of you have already made great suggestions. What I need is for you to revisit those suggestions in light of the positioning statement I came up with over the weekend:

“For brand-conscious organizations, The Branding and Design Cooperative is an alternative source of international creative talent that provides meaningful and effective branding and graphic design solutions of the same or higher caliber as the leading US and multinational branding and design agencies.”

And also think about some of the other rationale for this group:

“…The Cooperative is a voluntary membership organization comprised of individual, independent contractor creative graphic designers who voluntarily come together to collaborate on projects of their choosing. The projects are limited to creation of brand identity systems (the main component of which is a logomark and/or wordmark) and their related elements as deemed necessary for the purposes of the client…”

“…A band of brothers and sisters in this game of design and creativity who come together across boundaries of states and nations, continents and oceans, to use our collective power, intelligence and creativity to generate good, solid design that will help our clients shine and sparkle in the eyes of their customers.”

Maybe the positioning statement could be changed. Let’s talk about that if you think it could be.

Here’s the criteria for a good name: (again adapted from BrandSimple, which is an excellent book)

1. Does this name capture the main idea (positioning statement) in a meaningful way?
2. Is it appropriate and appealing to the audience?
3. Is it as brief as possible?
4. Does the name connect to what the business is about?

5. Will it become memorable?
6. Could this name hinder us or limit us in the future, as the organization grows/evolves?

7. Is it appropriate in meaning in more than one language?
8. Easy to say? Easy to spell?
9. Different enough from an existing name or trademark so as not to cause confusion?
10. Can this name be trademarked?
11. Is it free and clear to use, or already in use by someone else?

Do we want a:

- Descriptive name: easy to understand and explains a benefit or attribute
(FedEx, America Online, Microsoft)

or:

- a more abstract name? (Avaya?)

or:

- A suggestive or associative name, that implies a key concept but does not tell you directly what the product or service does? (names like Vanguard, Fidelity, Lucent, Oracle, Sprint)

Until we have a good name, and a good brand, I will hold off on having our URL and web presence set up. November 1 is not set in stone – if we need to hold off a few more weeks, that’s fine.

I want to make sure everyone gets a chance to be part of this process and I want to step back, take a slight time out, and make sure I personally am not rushing this process without any need to do so.

I think it’s going to be important to have a good name.

After a brief setback, from all indications, it looks like we’re back on track

Here’s what’s happening:

1. After our Certificate of Formation was rejected by the State of Texas, I sought and received further advice/instructions from the Secretary of State’s office, and got it yesterday via e-mail from a staff attorney with that office.

I was advised to submit my own revised certificate by regular mail – their online filing system is not available to file co-op documents.

I cannot use the form provided by the state, I basically have to type the form myself. The revised Certificate does not need to be notarized and the filing fee is still $25 (whew!)

As I am completely broke and with no money to pay the filing fees until Friday, I will prepare the new Certificate over the next few days and send the Certificate over next weekend. Based on the e-mail response from from the Secretary of State’s office, I would be highly surprised if this new Certificate is rejected.

2. I have thought about a questionnaire to have clients complete before we do any work for them. I submitted this to Martin for his response and thoughts and once he gives some feedback, I will post it either on the blog or the temporary website.

3. I’m still seeking your feedback on the temporary site design and any suggestions. I’m leaning heavily towards keeping the name of this co-op as The Branding and Design Cooperative with a nice logo treatment used for it, but if you still have other ideas, I am still open to hearing them. It would be nice to have our logo on the site by November 1, so we will need to focus on a logo design soon.

4. Chris Loeser and Rob Sowles have identified themselves as experts on web design/development and SEO, and with their permission, I’d like to “appoint” them as our web design/development gurus and points of contact, not only for the final design/architecture of our co-op website but for website design/implementation for our future clients. I have almost zero knowledge and experience in modern web development and design and must delegate this area to others. I envision Chris and Rob as coordinators of any and all Internet efforts of the co-op and working with our internal creative teams for client websites as needed, (Gentlemen, please advise if different people might be better for this rather than either of you – and advise also on how exactly you want your roles to be defined and carried out.)

5. Being a branding and design firm means we should know what we are doing in regards to branding. I have been reading a few books on branding, and one of the main things I have been reminded of is that any business needs to know what business they are in, so they can develop a main positioning statement.

Here’s the positioning statement for this cooperative:

For brand-conscious organizations, The Branding and Design Cooperative is an alternative source of international creative talent that provides meaningful and effective branding and graphic design solutions of the same or higher caliber as the leading US and multinational branding and design agencies.

That statement says what this cooperative is and what this cooperative aspires to be. A band of brothers and sisters in this game of design and creativity who come together across boundaries of states and nations, continents and oceans, to use our collective power, intelligence and creativity to generate good, solid design that will help our clients shine and sparkle in the eyes of their customers.

THAT’S the kind of firm I want to work for. And it’s getting closer and closer to actually happening.

As usual, let me know your thoughts and ideas. They have been much appreciated so far. Thanks a lot.

Butter or guns? That question is a classic when you study economics. It involves just about everything, not just guns and butter though. It is about choices, called Opportunity Cost that you and I make everyday, and all of the time. However, when it strays into the realm of Political Economics? Strange things happen.

All too often we allow others to make personal judgments on our behalf when we should be doing the hard lifting ourselves.

Read on…

In the 1856 case Dred Scott v. Sandford, the U.S. Supreme Court rejected the idea that Africans and their descendants in the United States could be “entitled to the privileges and immunities of citizens.” To emphasize how absurd that notion was, Chief Justice Roger Taney noted that, among other things, those “privileges and immunities” would allow members of “the unhappy black race” to “keep and carry arms wherever they went.”

The 14th Amendment, approved in the wake of the Civil War, repudiated Taney’s view of  the Constitution, declaring that “no State shall make or enforce any law which shall abridge the privileges or immunities of citizens,” who include “all persons born or naturalized in the United States.” Just four years after the amendment was ratified, however, the Supreme Court interpreted the Privileges or Immunities Clause so narrowly that a dissenting justice said it had been transformed into a “vain and idle enactment.” The Court now has a chance to rectify that mistake—fittingly enough, in a case involving the right to arms.

Last week the Court agreed to hear a Second Amendment challenge to Chicago’s handgun ban. Since that law is very similar to the Washington, D.C., ordinance that the Court declared unconstitutional last year, it is bound to be overturned, assuming the Court concludes that the Second Amendment applies not just to the federal government (which oversees the District of Columbia) but also to states and their subsidiaries.

That seems like a pretty safe assumption, since over the years the Court has said the 14th Amendment’s “incorporates” nearly all of the guarantees in the Bill of Rights. But the Court’s reasoning in applying the Second Amendment to the states could have implications far beyond the right to arms. If it cites the Privileges or Immunities Clause instead of (or in addition to) the usual rationale for incorporation, the 14th Amendment’s Due Process Clause, it can prepare the ground for a renaissance of economic liberty.

Full Story

Directly related to the above…

The website for all the Chicago case filings is here. For 19th century history, Stephen Halbrook is by far the most important scholar. His articles include: The Freedmen’s Bureau Act and the Conundrum Over Whether the Fourteenth Amendment Incorporates the Second Amendment, Northern Kentucky Law Review (2002); Personal Security, Personal Liberty, and The Constitutional Right to Bear Arms: Visions of the Framers of the Fourteenth Amendment, Seton Hall Constitutional Journal (1995); The Right of Workers to Assemble and to Bear Arms: Presser v. Illinois, One of the Last Holdouts Against Application of the Bill of Rights to the States, University of Detroit Mercy Law Review (1999); and (co-authored with Cynthia Leonardatos and me), Miller versus Texas: Plice Violence, Race Relations, Capital Punishment, and Gun-Toting in Texas in the Nineteenth Century–and Today, Journal of Law and Policy (2001).The lead attorney in the Supreme Court case of McDonald v. Chicago is Alan Gura. He did an excellent job in District of Columbia v. Heller, so the new case is in very good hands.

SOURCE

The procedure for the incorporation of a Cypriot legal entity can be usually completed within two weeks and enables the entity to start business forthwith. The basic information required when registering a Cypriot company includes:

Name of the company: There is a company name resevration and aproval process in place.

Memorandum and Articles of Association: These documents specify the activities in which the company may engage and the means by which it will govern its affairs.

Capital structure: There is no minimum required issued and paid up capital, however, it is common to have share capital of at least EUR 1,000.

Shareholders: There must be at least one shareholder. Shares can be held by trustees in Cyprus in trust for the beneficial owners.

Directors: It is common practice for the majority of the directors to be Cypriot residents.

Company secretary and registered office address: Every company must assign a secretary and a registered office address in Cyprus which may also be used as the business address of the company.

Source: Investment Guide and Business Directory
More information: Freemont Group

1. By the middle of the week, if not before, I should be able to file the online paperwork officially making us a Texas co-op corporation. I’m having cash flow challenges this weekend so I cannot file the online form tonight, as the filing fee of $25 is coming out of my (for the time being) empty pocket. We have plenty of time to file the form, but it would be nice to make the formal incorporation our first official act, and have it done about one month before we go “live” as a co-op in November.

In the days to come I will file the sales tax application, but that is less critical since we are not taking clients at the moment.

2. I have started a temporary website on Google Sites which will be a “laboratory” for how the real website should look and feel. If needed, it can serve as a temporary live site for clients to connect with us when we go live in November. I have almost NO web design experience or skills, so this is where some of you may want to show your expertise.

3. Martin (and, if I recall correctly, actually, Lindy, in an indirect way a few days before) suggested we gather professional information on ourselves so we know who does what and specializes in what.

Be reminded that this co-op will focus pretty exclusively on branding (logo design and everything related to creating/refreshing a company’s brand) because that’s where we as designers have the best chance to really make a big impact and not just be a “set of hands” coming in at the last minute to just “produce” something. It’s more fun to do all the work of branding from start to finish, and we can command a higher price for this work as well.

Here’s the rough format based loosely on Martin’s suggestion:

Name:
Location:
Years of experience:
Current area of expertise:
Projects/groups desired:
Major software/computer system owned
(or have access to):
Website:

So for example:

Name: Michael Sheldon Reed
Location: Phoenix, Arizona USA
Years of experience: 15
Current area of expertise: Print production/layout artist
Projects/groups desired: Branding design, logo creation, art direction
Major software/computer system owned
(or have access to): Macintosh G4 blue/gray tower, OS 10.3.9, with Adobe InDesign 2.0, Illustrator 10, Photoshop 7.0, Acrobat Distiller
Website: http://www.coroflot.com/micmac99

If you can think of other fields to add that we all should know about one another, let me know, or just add it to the list. Send your “profile” to me and I will post them all on our new website.

Martin also suggested we begin thinking of how we will collect the information from the client, to have the background needed to create a great brand. I have been thinking of that. We do need a basic questionnaire to provide clients to get them thinking about their brand. Take a look at the BrandSimple TopTen:

http://www.brandsimple.com/top_ten.html

I think this can be a good point to start forming our question and fact-finding process with the client.

Let me know your thoughts as usual….Thanks again.

(CFD.net.au – Contract for Difference, Share, Forex, ETFs, Commodities Traders) – ANZ Banking Group Ltd is pursuing chief executive Mike Smith’s Asia-Pacific super-regional bank strategy by opening its first rural branch in western China.

The move is the first by an Australian bank and one of the first by any non-Chinese bank, Melbourne-based ANZ said in a statement on Monday.

ANZ opened its wholly-owned subsidiary, Chongqing Liangping ANZ Rural Bank Co Ltd, and is working toward obtaining Chinese incorporation in early 2010, which would enable it to provide a broad range of services to local customers and expand its branch network.

That would help cement ANZ’s position as Generating the highest revenue from Asia of all Australian banks.

“Establishing a rural bank is a further demonstration of our commitment to contributing to the economic development of China and to investing to become a top four foreign bank in this strategically important market,” Mr Smith said in the statement.

“We are very pleased to have received China Banking Regulatory Commission(CBRC) support to open ANZ’s first rural bank in Liangping.”

The Liangping branch will add to the branches ANZ already has in Shanghai, Beijing and Guangzhou, as well as its 19.9 per cent stake in the Shanghai Rural Commercial Bank and 20 per cent holding in Bank of Tianjin.

Chongqing municipality, with a population of 31.4 million, is about 1000 km West of Shanghai and is one of China’s largest population centres.

ANZ said Liangping county had a population of 900,000, of whom 89 per cent were rural residents, and for whom the bank initially would provide rural deposit and loan products.

The county’s GDP grew more than 15 per cent in 2008, ANZ said.

Further products would be launched as the business grew, ANZ said.

Shares in ANZ had lost one cent to $23.78 as of 1110 AEST, from Friday’s close at an almost 18-month high $23.79.

Source: ANZ opens rural bank in China

Here’s the latest update on our march to startup of our branding and graphic design cooperative. There are still a few things to do but one important milestone is formal incorporation of this co-op, and that process is almost complete:

I am almost ready to file the Certificate of Formation with the State of Texas. At that point our co-op will be a legally recognized nonprofit corporation under the laws of the state of Texas, my intended future state of residence. In order to complete the process, I have requested (in separate communication) that those of you who are Texas residents consider becoming a “registered agent”, and be available to receive any official notices served on the co-op. When one of you agrees to be a registered agent, and I gather your name and address (which is the only information from you that is required), I will file the Certificate of Formation with the state of Texas.

I will, at a little later time, need to file a separate application with the state for the co-op to collect sales taxes; graphic design is a taxable activity in Texas. I will also update the bylaws of the co-op to reflect Texas law. Texas does NOT require, or even allow, for the bylaws to be filed with the state. The Certificate of Formation is a completely separate document from the bylaws.

I have posted the recruitment ad for a new business development person on the “Jobs” portion of several of the LinkedIn groups of which I am a member. I haven’t heard any response yet, so any ideas for best places to post this would be welcomed.

Here’s what we will need once the co-op is officially formed:

1. A trade name. As it stands right now, the legal name will be the Branding and Design Cooperative, and our marketing or trade name will be our “doing business as” name. Some of you have made some great suggestions, and probably this weekend I will gather some of the best ones and put them to the entire group for further brainstorming.

2. Beginning ideas on the website and how it will be structured:
- what will the initial home page look like?
- where and how will we showcase our work?
- how will clients get in touch with us?

3. Move towards our system of working and communicating with one another:
- what chat/IM software will we use? I am leaning towards Mibbit, a web-based IRC chat, it’s pretty platform-independent, but I am open to suggestions.
- how exactly will the Creative Teams be formed?

4. Marketing ourselves:
- I have posted a recruitment ad for a new business person, but what other ways are there to tell our story to clients?
- What kind of clients do we want? (I have already articulated this in large part) What is the best (and low-cost, for right now) method to reach them?

So there we are. We are getting more and more ready to begin operations.

What are your thoughts at this stage? Are you still enthusiastic about this venture?

1. Prospects for success:
At first glance, it seems as though we are launching with no real guarantee that we will be able to obtain business. While it may be difficult at first, here’s why I think, if we are able to tell our story to the right people, we can be a success despite the economy:
- we are a group of talented, experienced designers using our combined strength to market ourselves as a network, a “virtual firm”; this will be more effective and gain us more respect than 16 individual designers scattered all over, trying to go after similar business prospects
- Startup businesses are still being formed – and funded – in this economy. The business section of the Austin American-Statesman alone documents this trend well of late (www.statesman.com)
- In any economy (but especially in tougher times), organizations need to consider the power of their brand to differentiate them from competitors in the marketplace and build/maintain market share

2. Thoughts on how we will work
I’m also thinking about how we will work and who we will accept as clients. My experience in over 15 years as a production artist, some of it quite negative, has taught me that “mean people suck”. I’d like us to consider a “no mean people policy”, that is, a set of guidelines for professional behavior, decorum and conduct we expect of our clients as a condition of doing business with them, and I am thinking about articulating that in the terms and conditions somehow. What do you think?

Well, that’s my update, as usual, let me know your thoughts and ideas. Thanks again.

Your fundamental rights are about to be evaluated by no less than the Ninth Circus Court of Appeals. Granted, a three Judge panel ruled in your favor from that very court earlier. This particular full court though is well known to follow populist political correctness rather than the Constitution more often than not.

Some enterprising Congress – person or Senator that wants to be President some day should shove through legislation that forces “incorporation” of the entire Bill of Rights to be the law of the land.

Until that day your unalienable rights are subject to some person that may not have your best interest’s at heart. Indeed, why should someone else  even be allowed to make those types of decisions for you? Are you so incompetent that you are unable to do that for yourself?

Full Story Here

Thus, another long & unproductive day of GEEK WEEK comes to a close.  My brain is adequately dulled by hours spent playing online 1. role-playing games, my naturally comely physique is suffering from a diet of sugar, powdered cheese, & food coloring, & I have very few pictures to show for it, since I only left my house for a trip to 7-11 & the comic store.  All in all, enormously fulfilling.

Our friend Trafford has suggested that I 2. include a banner of his own design on each of my geek week entries. Oh, all right!

Well, the highlight of my day was obviously reading fairy-tale themed pornography on the floor of ELFSAR, the best & only comic store I’ve ever been to.  You can read the whole episode on the post below.

Now the lovely banner is out of the way & we can proceed!

Before I got out of my bed, I lay in awhile longer.  I read some comic book pornography with the Chancellor.

The Chancellor is my favorite eunuch.

Sadly, it failed to impress.  Sorry, local artist!  There were hardly any pictures & I found the text obscene without being particularly titillating.  If you enjoy reading exuberantly filthy male fantasy, I’d recommend Nicholson Baker’s The Fermata instead.  I finished it a few weeks ago.  It’s about a temp who can freeze time & uses his powers to undress women.  Vulgar, very fun, & literary to boot. Though I can’t promise you won’t find it offensive.

I read some 3. Sandman last night, though, as per my orders. & I loved it!

ANYWAY.

This morning I was supposed to 4. go to the Vancouver Gaming Guild website to see if I could find someone to play a role-playing game with me tonight.  I went, but it didn’t look very busy.  Furthermore, I’d decided to take a commenter’s suggestion & do online role playing instead.  What can I say?  I’m a geek. I suffer from crippling social anxiety & self-diagnosed Asperger’s syndrome.

In the afternoon it was recommended that I 5. research role-playing games.  What a kind recommendation!  But I was too busy wiling away the hours on Facebook to get around to it.

I made some Kraft Dinner.  That’s a geek food, I think.  It was not as good as I remember it from my childhood.

I grow more attractive by the day!

Do you see my snake shirt?  It’s one of favorites.  I bought it for $5 at a store that was going out of business in Ann Arbor.  Normally it was at least 12 times more expensive!  I bought it because I a) liked the Biblical implications & b) TD is terrified of snakes.  But today I thought I should wear it because it is geeky.  I’m not sure why it’s geeky but I just have a feeling.

Then I was ready to shirk my errands.  In favor of a much more interesting errand that had occurred to me!

What is this errand, you cry? Tell us, Emily! (exploding with love for me)

Well, a lot of people want to send me things.  But I’m a lady, & I simply don’t give out my address to strangers on the internet.  It’s not because it’s not safe– I have a vicious dog, a formidable security system, & a wholly American love of heavy artillery, plus itchy trigger finger, balcony, large pots, easily-heated oil. But it’s not dignified to give out one’s address.

I was going to get a P.O. Box, but yesterday (while lying on the floor of Elfsar), I was struck with a brilliant idea.  Maybe Elfsar could be my post office!  Then I’d have an excuse to go back there periodically, despite an almost total lack of interest in comic books.  & it’s much more fun than picking up packages from a post office.  Then I have other people to delight in my spoils with me!  Also, the scenery is better.  I ran it by Ethan over email last night & this afternoon headed over.  I’m paying them about what I’d pay the post office & they’ll hold my packages for me.

ALSO, I’m going to record every package-receiving excursion.  Not in text… certainly not.  Nor in photographs — how old fashioned!  Video? Well that sounds tedious…

I’ll make little comic strips!  I like to be as multimedia as possible these days.  So anytime I get a package, you’ll see a little comic about it.  Rudimentary, perhaps.  But appropriate.

My mailing address is now:

Emily Zinnemann
C/O Elfsar Comics & Toys
1007 Hamilton Street
Vancouver, BC
CANADA V6B 5T4

I love this address as if it were my very own.

Send whatever you want, whenever you want, & I’ll make sure to incorporate it into the project somehow.  Of course, you should know you have no control over HOW I’ll incorporate it.

Anyway, I went down to Elfsar (laden with dog food) to see my new best friends.  Omar & Ethan! How I love you!  A man named Matheus was there too. I bought my package rights for three months plus a Coke.

The guys told me they’d checked the comments & some guy had written a really long one.  Let me guess. Ptolemy? Yeah!  (They had no trouble with his name, I’ll have you know).  They gave me the gist of it, told me it was a one act play, & I was struck with another brilliant idea. 

Did they want to act it out? They didn’t seem to want to, exactly, but this was no time to be coy!!

I raced home & fed the dog & got my computer & raced back!

Wow they were good.  They only took one take.  I kept messing up the end, however.

Results?

I think I speak for all of us when I say 6. QAPLA’!  Also, um, 7. maj’

Who knew geeks could be so handsome & talented?

As a sidenote, apparently Ben Trafford came by the store early this morning, seeking Omar for a duel of some sort.  Unfortunately for everyone, Omar wasn’t in.  Mr. Trafford is apparently a thin man with a pointed goatee!  He bought a Coke.  That’s all I know.

I left the store & headed to 7-11, where I bought 7. food traditionally associated with gaming [...] Nothing too fancy, and nothing that takes too much time to do. I was still very full from my awful KD, & rather at a loss.  But I hit upon it.  NERDS!  Obviously, those are associated with gaming.  I also picked up some Sour Whips (haha — whips) & a slurpee.  I think I should get extra geek points for mixing Coca-Cola & cream soda flavors.  So there’s my dinner.

Once home, I 8. Watched some Prisoner. A clip on YouTube where the guy shouts he’s Not a number! Very excited for real thing.

Then I 9. Went forth & gamed.

I looked around a little for free online RPG’s but nothing really struck my fancy.  Then I hit upon it.  I should google RPG’s for girls.  I found a lovely website full of girly games.

The first game I played was called “Get a Life.”  I found that appropriate. It was similar to my Janet-From-Sales idea.  I could do a few exciting things like “Beg for change from Mom” or “Sleep” or “Go to class.”  I spent a few minutes playing but I couldn’t figure out how to get my character’s Happiness score up.  Though I kept going to the bar to buy drinks, I kept going into negative Happiness points so I got bored & quit.  How eerily portentious.

Next I played “Tattoo Artist.”  I had to stay in the lines. Next!

“Perfect Wedding Cake” was much more fun.  It told me:

Get married is the most sweet and happy thing in one’s life.But a perfect wedding cake is isdispensable part for it.Give you this chance for making a sweet perfect cake to couple of lovers.Best wishes!

I created a beautiful concoction.  It had a live butterfly, a ballerina, pink roses, a teddy bear — the works!

Then I played a few more.  I made breakfast sandwiches to order, ran a little bakery, & also played “Octomom,” in which I was hired as Octomom’s nanny & I had to feed the babies whatever they wanted or they’d be taken away by social services.

But none of these seemed dangerously addictive.

Finally I hit upon FARM MANIA.  I’m might keep playing once I’m done with this post.  I have a little farm of my very own.  I’ve done so well that I have sheep & lettuce & two varieties of melon, also geese, two buckets, a double-sided hoe — wow, the works.

All I have left to do is 10. email my mother to tell her the gaming geeks didn’t eat me (of course not. All I’ve been doing is scaring off virtual rabbits) & 11. Read Sandman before bed.

If you think this is boring, blame GeekMaster Trafford — not me.  As if I have any control over all of this! I’ll spend the rest of this Friday night updating the tags on past entries, like a true Geek.

That’s right.  Tag, Virtual Farm, & Email.  For tomorrow I Goth.