Song Lyerics Christmas Special is comming out very soon, maybe today or tommrow. I don’t have a pic just yet, but please be paitent. It has alot of christmas songs including…

• All I Want for Christmas is My Two Front Teeth
• Deck The Halls
• Feliz Navidad
• Frosty The Snowman
• Grown Up Christmas List
• Have a Holly Jolly Christmas
• Have Yourself a Merry Litttle Chirstmas
• Here Comes Santa Clause
• Holy Night
• Home For The Holidays
• I Saw Mommy Kissing Santa Claus
• It’s Beginning To Look A Lot Like Christmas
• It’s the Most Wonderful Time of the Year
• Jingle Bells
• Jingle Bell Rock
• Jolly Old Saint Nicholas
• Joy to the World
• Let It Snow
• Mr.Grinch
• Oh Christmas Tree
• Rudolph The Red Nose Raindeer
• Santa Calus is Comming to Town
• Silent Night
• Silver Bells
• Sleigh Ride
• The Chipmunk Song
• The Little Drummer Boy
• The Night Before Christmas
• The Twelve Days of Christmas
• We wish you a Merry Christmas
• White Christmas
• Winter Wonderland

And a partridge in a pear tree. Yeah, that’s all of  ‘em!

I just read this post by Pete Cashmore and couldn’t help but see a relationship to you and your customers. Right now automotive ad agencies and car dealerships are tying to figure out how to capitalize on the iPhone  buzz.  The question is ringing through showrooms and service departments all across this country.  What about iPhone aps?  

See if this post gives you any ideas!

  Mashable Mobile Site Launches!     by Pete Cashmore

For those of you viewing Mashable stories on the iPhone, Droid, Palm Pre and a host of other phones, we’re pleased to announce that Mashable’s new mobile site went live today.

With a growing number of Mashable readers visiting from the iPhone – by far the most popular device among our readers – we’ve focused on making Mashable load fast and look great on iPhone screens. But we’ve also supported as many smartphones as possible, while there’s a WAP-based theme for WAP browsers.

All this works automagically: just visit Mashable stories on your phone and we’ll serve up the best version for you. One caveat: we’re still working on the best solution for those using the BlackBerry, and we’ll roll out support for you guys as soon as we can. If you’re still seeing the old site on your handset, meanwhile, let us know and we’ll aim to add support if possible.

Special thanks to our friends at nclud for their development time on this project!

OK,   here’s your take away.  The iPhone ap for the dealership has to be about making it easy for them to connect with your blog.  Remember your blog is the key to social media.  It is the repository of relevant information for the anyone who drives a car.  When on their on the road or at home the PDA needs to be eventually the quickest way to you and the information they want.

How would you like to of been the first one to discover oil? Ok, let me get a little closer to home.

How would you like to have been the first and only dealer to use television?  Or how would you like to be the only dealer who knows how to use direct mail?  Imagine if you were the only dealer who really knew how to hold a big sales event.  

Well you know that’s not possible.  But, can you imagine the competitive advantage you would have it you had the power to be the one and only dealer on Television.

Stand up because you have the change to be  first.  The first dealer to really know how to use and execute social media. The first dealer to give themselves a competitive advantage through social media.  

You can be first and dealers will find it hard to follow you for several reasons.  First they don’t have the expertise or the resources to implement themselves.  Lets face it you can find a direct mail company on every corner but there aren’t many people who really understand social media.

You have an opportunity to dominate the fastest growing media platform the world has ever seen.  The fact that your reading this blog means you probably get it.  Now you just need to learn how  to do it.  The key is to understand the ROI of social media. You can’t look at like traditional media.  The financial reward takes an extra step.

ROI Flow Chart

   Investment  

                               Action

                                                  Reaction

                                                                          NON FINANCIAL IMPACT 

Financial Impact 

                                                                   Social Media will require a non financial step to take place before the payoff  of the financial impact.

The  non financial impact will be the biggest difference maker you have.  The impact this stage will have on your customer and your community is difficult to predict but I can tell you this,  your cost per car will drop significantly.

Social Media is relationship building on steroids! Be the first you’ll be glad you were.

“One small step for man, one giant leap for mankind.”

Neil Armstrong, Apollo 11 Commander

It’s hard to imagine that it has been 40 years since Neil Armstrong made man’s first step upon the surface of the moon. What a pioneering time that was and we were able to watch the fuzzy images live from our living rooms on black and white television sets.

This is the time for that same kind of pioneering spirit that will allow us to fully explore the developing communications technologies and take them to heights we’ve never dreamed possible.

We are in the midst of a communication revolution driven by the power of information fueled by rapidly evolving communication technologies.

For those of you who are new to social media, there’s going to be a lot of advice on how to use this space. There are those who will even publically scold you if you step outside their perception of the proper use of social media. But, as you jump into this space, there’s really only one rule to remember: There are no rules!

Social media has been an explosively popular communication channel that has surpassed anything the early adopters of it had ever envisioned. When I came into the space there were a lot of “suggested guidelines” for the use of social media but I’ve seen those guidelines continually drown with every wave of new participants, each with their own objectives for its use.

I’m thankful for the rebels who continue to push the envelope for how this new channel can be used. We’ve already seen it used in a variety of ways that early on, were never even thought of. Everything from voicing political descent such as events in Iran, to communicating real time emergencies like the US Airways flight that crashed into the Hudson River, to selling products and services or reconnecting with long lost friends to communicating with family.

I came into social media with a different perspective than most of those who were using this channel prior to my participation. Entirely from a new business perspective. I’ve continued to press its uses for generating in-bound leads for clients.  I’ve been able to hone the things that work and help my clients get up to speed quickly without all of the experimentation and effort that others have gone through.

To stay relevant and be in position of leadership I must stay ahead of the curve and continue to press the boundaries of social media on behalf of my online community and my clients.

Social media has impacted every industry, particularly the automotive industry and it will continue to do so. Instead of resisting change, we need to embrace it. Instead of waiting for someone to lead us, we need to take the initiative and lead.

Instead of following social media rules, be the rebel and take it to the limit. Use your marketing mind, your brand experience and explore the possibilities with this new channel of communication.

Vitamins for the Mind – Jim Rohn an INSPIRATION

via Vitamins for the Mind : Jim Rohn International.

Social media provides such a great platform for collaboration. I’ve gained a lot of insight by listening and by engaging in online conversations particularly through my blog, Twitter. I love that it is still evolving and we are figuring it out. I’m appreciative to the early social media adopters and for their continued influence within this new space. My interest in social media is from a communications, marketing and a customer retention perspective.  The potential of social media is limitless.

Social media is having a direct impact on advertising and marketing.

Broadcast, outdoor, print, direct mail, radio are not going to go away. If you don’t believe me, along with people like Seth Godin, you should also be reading Bob Hoffman’s blog, The Ad Contrarian.

However advertising already is and will continue to be greatly influenced by social media.

This is one of the primary benefits to social media. It is not what a brand means to the company or what your dealerships brand means to you, it’s what it means to the consumer, to your prospective customer. Perhaps the reason so many dealerships have difficulty with their own branding is that they live in a silo.  When you live in a silo you usually don’t know how to listen to your customers.  This is where social media can step in.

Social media is time intensive but it is affordable and allows us to learn so much from our audiences. Social allows us to tap into the minds of our audiences like anything I have ever seen before.

Social media provides dealerships with affordable research on an even grander scale than we’ve ever been able to conduct in the past and it is almost instant feedback. It is affordable, timely and easier to measure than traditional  media.

This is why I believe social media will be the hub to all of our advertising/marketing. From broadcast to direct. We can engage our audience and know what messages are appealing, what resonates. We can do it quickly and that info will provide the epiphanies  and “ah-ha” moments when we know we have that valuable nugget for a successful campaign.

It is one of the best tools I have ever used in helping dealerships with their own branding.

It compels us to do business the way we should have been doing it all along. It forces us to lead with benefits, to create an appealing brand from our clients perspective. To be successful with social each dealership will have to narrow its focus, declare who they are, how they are different.

I don’t claim to be a social media expert. But I have immersed myself into it in a big way and have been professionally enriched beyond my initial comprehension. From a new business perspective for automotive dealerships social media is the greatest tool you will ever use. I hope you’ll get on board and find out for yourself. I am always here to help you along the way.

Let me know what you think.

The School Promotions Task Force of the Parents’ Assembly is sponsoring their first SLLIS-wide parent social.

Take a break from the holiday rush and share the spirit of the season.

Come and enjoy hot spiced cider, cocoa and sample delicious cookies! (Remember SLLIS is nut-free, please no peanuts, walnuts, pecans, etc.) Please bring 2 dozen of your favorite cookies to share.  If you would like to participate in the children’s gift exchange, please bring a $1 child’s gift as well.

This occaision is for parents for both The French School and The Spanish School and is the first of many opportunities to “Network with your Neighbor.”  We’re also inviting participants to our Cultural Exchange Celeberation (which we’ll explain at the Cookie Exchange).

We look forward to seeing you…and your cookies, of course!

Date: Monday, December 14, 2009

Time: 5:00pm-7:30pm

Place: SLLIS

RSVP: Front bulletin board by Thursday, December 10th or to Brandon Moore at b3enterprize@sbcglobal.net

I went to visit family in Miami for Thanksgiving. It was great. I got a chance to relax and have fun. I have to admit, I didn’t crack a book in the four days I was away. =S

I really enjoy cityscape/landscape photography. Miami is a great place to do that. Here is a  collection of photographs I took on my vacation. They include some nightlife shots, too.  Enjoy!

I recommend using social media as a central component for your dealerships networking, new business efforts. The primary reason is that it “teaches” dealerships to do the things they should have been doing all along to acquire new customers.

For social media to be effective you must:

• Identify your niche and your best target audience.
• Listen. Better understand your prospective customers and what they are wanting from you.
• Be transparent. The success of your audience must be more important than your own. But it goes without saying if you can help your audience with their needs you will be successful.
• Build relationships. People always want to work with people that they know, like and trust. Social media provides these opportunities. It is “networking on steroids.”
• Always lead with benefits rather than your dealerships needs. It’s all about your audience. The moment you try to “sell” your dealerships and products will be the moment you lose your audience.
• Better communicate and articulate what you know. Dealerships are often poor communicators. Don’t believe me? Ask any of them what they do. They can’t succinctly define what they do apart from a prolonged discussion.

These are the things dealerships should be doing but most don’t.

Social media becomes the tool to put these things into practice.  It helps dealerships create a more clearly defined focus and differentiating business strategy that will give them a competitive advantage for new business, a higher-profile reputation, and an improved ability to attract and win the customers they really want.

A special note to  any small or large car dealerships: This post should help motivate you to start climbing the mountain. This is a prime time for car dealerships and automotive ad agencies to excel.  According to Forrester consumers now spend nearly as much time online as they do watching TV. Just think of the possibilities of reaching your best prospective clients online.

Razorfish “Digital Brand Experience Survey” shows that even though consumers are more empowered than ever before, they still desire a relationship with a brand, and a brand has a major say in that relationship.

It’s just that automotive dealerships need to shift their thinking from one-way advertising to two-way consumer experiences if they want to take advantage of the attributes of the digital world.

I’m grateful to my friend Michael Gass who passed on this Razorfish research and his key takeaways:

Consumers are not shutting out brands – they’re interacting with them. 77% of consumers surveyed have watched a commercial or video advertisement on YouTube with some frequency; 69% have provided feedback to a brand, either through a website or a third-party service like GetSatisfaction.com; 65% have played a branded browser-based game. Moreover, 70% have participated in a brand-sponsored contest or sweepstakes.

Digital experiences create customers. The overwhelming majority of consumers who actively engage with a brand in digital fashion are much more inclined to purchase products and recommend the brand to others.

Digital can make or break a brand. 65% of consumers say that a digital experience, either positive or negative, changed their opinion of a brand. Of those, 97% said that their experience influenced whether they eventually purchased from the brand.

This is the year of the brand fan. According to this study, 40% of consumers have friended a Facebook brand page, and 26 % have followed a brand on Twitter.

If  Social Media is not in your plans this research should scare you to death!  The good news it’s not too late too late to get in the game.  Make sure you get with an automotive ad agency that understands social media and how to execute.  Look closely because most have no idea.

Pentru ca este in ton sa vorbesti despre politica, am un singur lucru de comentat:
“The moment we stop fighting for each other, that’s the moment we lose our humanity.”
2012
Cu speranta ca unora le va veni mintea la cap si nu vor mai lupta doar pentru ei insisi.

Daca nu este cea mai lunga strada din Bucuresti, Calea Floreasca pare pentru mine la pas interminabila.
Sa o iei de la un capat la altul este o experienta pe care nu credeam sa o traiesc si totusi s-a intamplat fara sa o premeditez.
A fost una din serile pe care le evocam in nostalgii si nu speram a se intoarce. Si iata ca nu s-au intors, ci doar au revenit cu pofta de viata si noi sentimente.
Unele lucruri se intampla fara sa le gandesti si sunt inzecit mai frumoase decat cele de care esti constient a se intampla.
Pentru cladiri luminoase oglindite intr-un lac fara nume.
Noapte buna.

Structuring Social Ventures: The L3C as a Non-Traditional Business Entity

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

December 7, 2009

The conundrum facing most social entrepreneurs is choosing between several imperfect options when it comes to structuring most social ventures as these ventures typically contain both for-profit and nonprofit elements and there is generally no single “all purpose” entity which completely addresses the myriad of issues in structuring a social venture. However, government, academia and the private sector are responding to this void in enacting new legislation and create new entities to address the needs of social entrepreneurs. The first of these new entities is the L3C or low income limited liability company.

Legislative History:

First enacted by Vermont (April 30, 2008), the L3C is rapidly gaining momentum as a social venture entity (my office is receiving calls on a weekly basis from people interested in setting up L3Cs). In 2009, several states have followed Vermont’s lead including: Michigan (January 15, 2009), Wyoming (February 26, 2009), Utah (March 23, 2009), Maine (effective September 12, 2009) and Illinois (signed August 4, 2009 and effective January 1, 2010) as well as the Crow Indian Nation and the Oglala Sioux Tribe. Reportedly, L3C legislation is pending in Georgia, Missouri, Montana, North Carolina, North Dakota, Oregon, Tennessee and Washington.

The L3C Generally: 

The L3C is a form of limited liability company (LLC) which possesses many of the same entity characteristics a typical LLC. For example, like a traditional LLC, the L3C is a for-profit business entity. Like a traditional LLC, the L3C offers a flexible ownership and management structure, whereby each member’s management responsibility, ownership interest, financial and tax interests may vary according to individual needs of the social entrepreneur or social venture. Like a traditional LLC, the L3C’s members enjoy limited liability for the actions and debts of the company. Finally, like a traditional LLC, the L3C is generally classified as a “pass-through entity” for federal tax purposes.

In fact, the L3C legislative structure is virtually identical to that of the traditional LLC. Vermont provides that “Organizing the L3C is the same as the regular LLC except that the L3C designation must be indicated when the articles of organization are filed and the name must include the words “L3C”.” See Vermont Secretary of State: Corporations Division.

However, there is one important distinction between the L3C and the LLC. Although both are profit-making entities, the primary purpose of the L3C is not to earn a profit, but to achieve a socially beneficial objective, with profit as a secondary goal. Whereas a traditional LLC may be organized and operated for any lawful business purpose, the L3C must be organized and operated at all times to satisfy the following requirements:

 • The company must “significantly further the accomplishment of one or more charitable or educational purposes,” and would not have been formed but for its relationship to the accomplishment of such purpose(s). (For example, Vermont requires that the L3C must satisfy “one or more charitable or educational purposes within the meaning of Section 170(c)(2)(B) of the Internal Revenue Code of 1986”).

• “No significant purpose of the company is the production of income or the appreciation of property” (though the company is permitted to earn a profit). (Vermont adds that “the fact that a person produces significant income or capital appreciation shall not, in the absence of other factors, be conclusive evidence of a significant purpose involving the production of income or the appreciation of property”).

 • The company must not be organized “to accomplish any political or legislative purposes.”

Finally, if the L3C ceases to satisfy any one of these requirements after its formation, it shall cease to be a L3C but shall continue to be a traditional limited liability company under state law.

L3C Requirements Intended to Assist Private Foundations in Funding L3Cs:

These three requirements, which must be specifically contained in the organizational documents of an L3C, are designed to mirror the requirements in the Internal Revenue Code governing the Program-Related Investments legislation for Private Foundations. Thus, the L3C was created and structured to meet the IRS requirements for Private Foundations and to set forth rules which would allow the L3C to qualify as a recipient of Program-Related Investment (hereinafter referred to as a “PRI”).

PRIs are allowable investments made by private foundations (such as the Bill Gates Foundation), usually into for-profit business ventures, to support a charitable project or activity. PRIs may involve significant risk, low return, or both, but these investments are made by foundations (despite the risks) because the PRIs are intended to achieve charitable purposes—and, as a result, receive special treatment under the federal tax law. Federal tax law generally requires private foundations to distribute at least five percent of their assets to social programs every year – or by making socially beneficial “program-related investments” of five percent or more of their assets every year in order to receive their tax benefits.

Prior to the L3C legislation, few private foundations chose to make PRIs, usually because of the difficulty, uncertainty  and expense of ensuring that a proposed investment will qualify as a PRI.  While the IRS has not ruled on whether investments to L3C’s will qualify as PRIs and has further warned that foundations may not rely on L3C status in determining whether or not an investment qualifies as a PRI, that guidance from the IRS will likely come in 2010.  Until such time, a private letter ruling is still required to “guarantee” that an investment by a private foundation in an L3C will qualify as a PRI.

New Financing Options with the L3C:

As a new, non-traditional business entity with both nonprofit and for-profit characteristics, the L3C can access the PRIs of private foundations to access billions of dollars of market-driven capital for social ventures designed to generate a social return on investment as well as a potential for a financial return on investment.  Because the L3C allows for a flexible ownership structure and it can have different classes of investors which may include: individuals, nonprofits, for-profits, and even governmental agencies, the L3C is the perfect vehicle for a social venture with both nonprofit and for-profit partners.

Because each of these “partners” in the L3C have different investment goals (social goals, financial goals and even public relations goals with various financial return requirements), then each of these partners in a social venture will likely be willing to assume different levels of financial risk. This is vitally important in the structure of the financing of a social venture – particularly when significant capital is needed in the project.

For example, in a recent Poverty Alleviation and Educational Social Venture that I structured in the hotel and tourism industry, three differing levels (or  tranches) of investment were involved in the social venture.  Thus, the L3C had three levels of investors to fund and finance the social venture. 

The first level (named the junior tier or equity tranche) is the capital that is the most at risk in the social venture.  Because the private foundation serves a social purpose with its PRI, this risky capital was provided by the private foundation in the form of PRI. Under this structure, the private foundation in the L3C has the least seniority or last claim on the assets of the social venture upon dissolution or termination and, based on the PRI discussion above, are willing to accept a lower rate of return on their investment. By allowing private foundations to absorb greater risk and receive lower returns, the first level or junior tier of investment from the private foundation provides the foundational capital of the L3C, strengthening its balance sheet and positioning it to attract additional capital from non-charitable individuals or financial investors.

In second level (intermediate tier or mezzanine tranche) of financing for the L3C social venture is designed for profit-seeking investors. This second level, mezzanine tranche was designed to attract socially-conscious individual investors whose were interested in “doing good and making money” and who were willing to forego market-rate financial returns and instead accept part of their return in the form of a social welfare return on investment (which has been referred to as the SROI or social return on investment).

The third level or senior tranche of capital in the tourism social venture was provided by investors that need to generate market rates of return and, as an ancillary benefit, are happy to invest in a project that meets a social need. With the PRI capital and the mezzanine tranche in place, the L3C was able to offer an attractive, market rate of return with a lower level of risk to institutional investors (e.g., banks, pension funds, investment banks and other traditional investors. Thus, the L3C’s investment structure was able to generate  substantial new funds to meet the financing needs of this tourism social venture.

General Tax Structure:

While L3Cs are specifically created under state law to further charitable purposes, L3Cs are not tax exempt charitable organizations. Thus, L3Cs are not exempt from paying federal and state taxes and investments in L3Cs are not tax-deductible. L3Cs, like traditional LLCs, are pass-through entities similar to partnerships. So, no federal or state income tax is payable by the L3C itself. Instead, all items of income, loss, deduction and expense are “passed through” the L3C to its individual members who are allocated these tax items in proportion to the members, and are reported on the members’ individual tax returns.

So, while L3Cs are intended to promote and further charitable purposes, the profits generated by the L3C are subject to taxation at the member level on the members individual tax returns. Tax-exempt nonprofits, however, will generally be able to receive profits from an L3C on a tax-free basis as long as the income is related to the charitable purposes of the nonprofit and the profits are used to further charitable purposes.

L3C Advantages in Structuring Social Ventures:

At the end of the day, the L3C is here to stay. While it may take state government, the IRS, private foundations, investors, social entrepreneurs and social ventures time to adjust to and adapt the L3C to its highest and best use, it is still an excellent step forward for structuring social ventures. To summarize, the basic advantages to using the L3C include (but are not limited to):

• The L3C is a defined for-profit entity organized under state laws which is established specifically to promote social ventures and to assist social entrepreneurs in providing a SROI or social return on investment;

• The L3C provides an excellent social joint venture entity for use in projects where there will be for-profit, nonprofit, individual, institutional and government partners where free market principles can apply unburdened by nonprofit governmental and IRS tax exempt organization regulations;

• The L3Cs financial structure allows for the flexible and tiered financing by promoting the creation of a salable product by the structured financial market of banks, investment banks and others;

• The L3C provides an investment vehicle for the PRIs of private foundations where the private foundations may buy ownership shares, make loans to, or otherwise financially invest with the L3C;

• The L3C is easy to set up, easy and flexible to operate and the set-up cost is minimized in comparison to other structural choices for entities and joint ventures;

• If the investment by the private foundation qualifies as a PRI then all or part of that investment will count towards the private foundation’s minimum payout requirement; and

 • Finally, the L3C has a flexible structure to promote the investment of private financing and capital to further a social purpose. Through the tiered financing approached discussed herein, the financial horizon of social ventures has been increased significantly.

Conclusion:

In conclusion, to a large extent, the field of social enterprise is still in its infancy. While social ventures and social entrepreneurship is growing rapidly, the economic success of this new sector on a significant scale is dependent on innovative, non-traditional legal structures which allow many parties to participate in social ventures. Furthermore, by allowing new, flexible financing structures, the L3C opens up financial markets to private foundations and investors who seek to align their own social values with their investment strategy, and who see social ventures as a means to this end. The legal structure of any social entrepreneur should therefore be driven by the financial and capital structure and business model it intends to pursue for its social venture, rather than some abstract notion of how a social enterprise “should” be structured. And, while there is in fact no single, correct way to structure a social venture from a legal point of view, the L3C is a formidable, potential tool to structuring social ventures. Of course, the market will ultimately determine if the L3C “works” best for them or not. At this early stage, only time will tell.

B Ray Dinning is a US attorney specializing in tax, mergers & acquisitions, social ventures, nonprofit joint ventures and corporate law.  Mr. Dinning assisted Professor Michael I. Sanders with the research and drafting of the authoritative legal text in this area called “Joint Ventures Involving Tax Exempt Organizations” by John Wiley & Sons in 1994 with later editions. To contact Mr. Dinning with comments or questions, please call (757) 232-2619.

Structuring Social Ventures: The L3C as a Non-Traditional Business Entity

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

December 7, 2009

The conundrum facing most social entrepreneurs is choosing between several imperfect options when it comes to structuring most social ventures as these ventures typically contain both for-profit and nonprofit elements and there is generally no single “all purpose” entity which completely addresses the myriad of issues in structuring a social venture. However, government, academia and the private sector are responding to this void in enacting new legislation and create new entities to address the needs of social entrepreneurs. The first of these new entities is the L3C or low income limited liability company.

Legislative History:

First enacted by Vermont (April 30, 2008), the L3C is rapidly gaining momentum as a social venture entity (my office is receiving calls on a weekly basis from people interested in setting up L3Cs). In 2009, several states have followed Vermont’s lead including: Michigan (January 15, 2009), Wyoming (February 26, 2009), Utah (March 23, 2009), Maine (effective September 12, 2009) and Illinois (signed August 4, 2009 and effective January 1, 2010) as well as the Crow Indian Nation and the Oglala Sioux Tribe. Reportedly, L3C legislation is pending in Georgia, Missouri, Montana, North Carolina, North Dakota, Oregon, Tennessee and Washington.

The L3C Generally: 

The L3C is a form of limited liability company (LLC) which possesses many of the same entity characteristics a typical LLC. For example, like a traditional LLC, the L3C is a for-profit business entity. Like a traditional LLC, the L3C offers a flexible ownership and management structure, whereby each member’s management responsibility, ownership interest, financial and tax interests may vary according to individual needs of the social entrepreneur or social venture. Like a traditional LLC, the L3C’s members enjoy limited liability for the actions and debts of the company. Finally, like a traditional LLC, the L3C is generally classified as a “pass-through entity” for federal tax purposes.

In fact, the L3C legislative structure is virtually identical to that of the traditional LLC. Vermont provides that “Organizing the L3C is the same as the regular LLC except that the L3C designation must be indicated when the articles of organization are filed and the name must include the words “L3C”.” See Vermont Secretary of State: Corporations Division.

However, there is one important distinction between the L3C and the LLC. Although both are profit-making entities, the primary purpose of the L3C is not to earn a profit, but to achieve a socially beneficial objective, with profit as a secondary goal. Whereas a traditional LLC may be organized and operated for any lawful business purpose, the L3C must be organized and operated at all times to satisfy the following requirements:

 • The company must “significantly further the accomplishment of one or more charitable or educational purposes,” and would not have been formed but for its relationship to the accomplishment of such purpose(s). (For example, Vermont requires that the L3C must satisfy “one or more charitable or educational purposes within the meaning of Section 170(c)(2)(B) of the Internal Revenue Code of 1986”).

• “No significant purpose of the company is the production of income or the appreciation of property” (though the company is permitted to earn a profit). (Vermont adds that “the fact that a person produces significant income or capital appreciation shall not, in the absence of other factors, be conclusive evidence of a significant purpose involving the production of income or the appreciation of property”).

 • The company must not be organized “to accomplish any political or legislative purposes.”

Finally, if the L3C ceases to satisfy any one of these requirements after its formation, it shall cease to be a L3C but shall continue to be a traditional limited liability company under state law.

L3C Requirements Intended to Assist Private Foundations in Funding L3Cs:

These three requirements, which must be specifically contained in the organizational documents of an L3C, are designed to mirror the requirements in the Internal Revenue Code governing the Program-Related Investments legislation for Private Foundations. Thus, the L3C was created and structured to meet the IRS requirements for Private Foundations and to set forth rules which would allow the L3C to qualify as a recipient of Program-Related Investment (hereinafter referred to as a “PRI”).

PRIs are allowable investments made by private foundations (such as the Bill Gates Foundation), usually into for-profit business ventures, to support a charitable project or activity. PRIs may involve significant risk, low return, or both, but these investments are made by foundations (despite the risks) because the PRIs are intended to achieve charitable purposes—and, as a result, receive special treatment under the federal tax law. Federal tax law generally requires private foundations to distribute at least five percent of their assets to social programs every year – or by making socially beneficial “program-related investments” of five percent or more of their assets every year in order to receive their tax benefits.

Prior to the L3C legislation, few private foundations chose to make PRIs, usually because of the difficulty, uncertainty  and expense of ensuring that a proposed investment will qualify as a PRI.  While the IRS has not ruled on whether investments to L3C’s will qualify as PRIs and has further warned that foundations may not rely on L3C status in determining whether or not an investment qualifies as a PRI, that guidance from the IRS will likely come in 2010.  Until such time, a private letter ruling is still required to “guarantee” that an investment by a private foundation in an L3C will qualify as a PRI.

New Financing Options with the L3C:

As a new, non-traditional business entity with both nonprofit and for-profit characteristics, the L3C can access the PRIs of private foundations to access billions of dollars of market-driven capital for social ventures designed to generate a social return on investment as well as a potential for a financial return on investment.  Because the L3C allows for a flexible ownership structure and it can have different classes of investors which may include: individuals, nonprofits, for-profits, and even governmental agencies, the L3C is the perfect vehicle for a social venture with both nonprofit and for-profit partners.

Because each of these “partners” in the L3C have different investment goals (social goals, financial goals and even public relations goals with various financial return requirements), then each of these partners in a social venture will likely be willing to assume different levels of financial risk. This is vitally important in the structure of the financing of a social venture – particularly when significant capital is needed in the project.

For example, in a recent Poverty Alleviation and Educational Social Venture that I structured in the hotel and tourism industry, three differing levels (or  tranches) of investment were involved in the social venture.  Thus, the L3C had three levels of investors to fund and finance the social venture. 

The first level (named the junior tier or equity tranche) is the capital that is the most at risk in the social venture.  Because the private foundation serves a social purpose with its PRI, this risky capital was provided by the private foundation in the form of PRI. Under this structure, the private foundation in the L3C has the least seniority or last claim on the assets of the social venture upon dissolution or termination and, based on the PRI discussion above, are willing to accept a lower rate of return on their investment. By allowing private foundations to absorb greater risk and receive lower returns, the first level or junior tier of investment from the private foundation provides the foundational capital of the L3C, strengthening its balance sheet and positioning it to attract additional capital from non-charitable individuals or financial investors.

In second level (intermediate tier or mezzanine tranche) of financing for the L3C social venture is designed for profit-seeking investors. This second level, mezzanine tranche was designed to attract socially-conscious individual investors whose were interested in “doing good and making money” and who were willing to forego market-rate financial returns and instead accept part of their return in the form of a social welfare return on investment (which has been referred to as the SROI or social return on investment).

The third level or senior tranche of capital in the tourism social venture was provided by investors that need to generate market rates of return and, as an ancillary benefit, are happy to invest in a project that meets a social need. With the PRI capital and the mezzanine tranche in place, the L3C was able to offer an attractive, market rate of return with a lower level of risk to institutional investors (e.g., banks, pension funds, investment banks and other traditional investors. Thus, the L3C’s investment structure was able to generate  substantial new funds to meet the financing needs of this tourism social venture.

General Tax Structure:

While L3Cs are specifically created under state law to further charitable purposes, L3Cs are not tax exempt charitable organizations. Thus, L3Cs are not exempt from paying federal and state taxes and investments in L3Cs are not tax-deductible. L3Cs, like traditional LLCs, are pass-through entities similar to partnerships. So, no federal or state income tax is payable by the L3C itself. Instead, all items of income, loss, deduction and expense are “passed through” the L3C to its individual members who are allocated these tax items in proportion to the members, and are reported on the members’ individual tax returns.

So, while L3Cs are intended to promote and further charitable purposes, the profits generated by the L3C are subject to taxation at the member level on the members individual tax returns. Tax-exempt nonprofits, however, will generally be able to receive profits from an L3C on a tax-free basis as long as the income is related to the charitable purposes of the nonprofit and the profits are used to further charitable purposes.

L3C Advantages in Structuring Social Ventures:

At the end of the day, the L3C is here to stay. While it may take state government, the IRS, private foundations, investors, social entrepreneurs and social ventures time to adjust to and adapt the L3C to its highest and best use, it is still an excellent step forward for structuring social ventures. To summarize, the basic advantages to using the L3C include (but are not limited to):

• The L3C is a defined for-profit entity organized under state laws which is established specifically to promote social ventures and to assist social entrepreneurs in providing a SROI or social return on investment;

• The L3C provides an excellent social joint venture entity for use in projects where there will be for-profit, nonprofit, individual, institutional and government partners where free market principles can apply unburdened by nonprofit governmental and IRS tax exempt organization regulations;

• The L3Cs financial structure allows for the flexible and tiered financing by promoting the creation of a salable product by the structured financial market of banks, investment banks and others;

• The L3C provides an investment vehicle for the PRIs of private foundations where the private foundations may buy ownership shares, make loans to, or otherwise financially invest with the L3C;

• The L3C is easy to set up, easy and flexible to operate and the set-up cost is minimized in comparison to other structural choices for entities and joint ventures;

• If the investment by the private foundation qualifies as a PRI then all or part of that investment will count towards the private foundation’s minimum payout requirement; and

 • Finally, the L3C has a flexible structure to promote the investment of private financing and capital to further a social purpose. Through the tiered financing approached discussed herein, the financial horizon of social ventures has been increased significantly.

Conclusion:

In conclusion, to a large extent, the field of social enterprise is still in its infancy. While social ventures and social entrepreneurship is growing rapidly, the economic success of this new sector on a significant scale is dependent on innovative, non-traditional legal structures which allow many parties to participate in social ventures. Furthermore, by allowing new, flexible financing structures, the L3C opens up financial markets to private foundations and investors who seek to align their own social values with their investment strategy, and who see social ventures as a means to this end. The legal structure of any social entrepreneur should therefore be driven by the financial and capital structure and business model it intends to pursue for its social venture, rather than some abstract notion of how a social enterprise “should” be structured. And, while there is in fact no single, correct way to structure a social venture from a legal point of view, the L3C is a formidable, potential tool to structuring social ventures. Of course, the market will ultimately determine if the L3C “works” best for them or not. At this early stage, only time will tell.

B Ray Dinning is a US attorney specializing in tax, mergers & acquisitions, social ventures, nonprofit joint ventures and corporate law.  Mr. Dinning assisted Professor Michael I. Sanders with the research and drafting of the authoritative legal text in this area called “Joint Ventures Involving Tax Exempt Organizations” by John Wiley & Sons in 1994 with later editions. To contact Mr. Dinning with comments or questions, please call (757) 232-2619.

Last week, I had a brief conversation with Eldon Karr, a local architect who has involved in Roanoke’s Design ‘79 plan (link goes to 1.26 MB pdf) and currently runs the Heart of Roanoke Facebook group and collaborative urban design experiment.  The conversation started with the Heart of Roanoke and Karr’s goal to create a design process, beginning with Downtown Roanoke, that could be applied to other neighborhoods in the valley.  Since I have recently written on Downtown and its importance in the broader transportation picture in the region, his idea about a design process that moved from neighborhood to neighborhood got me thinking about the ways that our neighborhoods are connected, and specifically how transit changes the way we experience the city.

Much of this stems from my experience working on the National Transit Database passenger count survey a few years ago, a tri-annual process that involves counting passengers on random routes at random times throughout the day for an entire year, collecting data that powers much of the Federal Transit Administration’s analysis.  The past several iterations, collecting data for this project has been a joint effort between Regional Commission and Valley Metro staff.  Since route and time selection is random, you’re pretty much assured that you’ll run every route and every time of the day over the course of the year.

For me, the result was more than simply becoming better acquainted with the bus schedule; it was an introduction to parts of Roanoke that I had never known existed, and the idea that there are social implications of the decisions we make about transportation.

In a community the size of Roanoke, it’s hard to believe that someone who has lived here almost 20 years wouldn’t have visited almost every nook and cranny of the valley.  But is it really?  If the way you get around is always Point A to Point B via the shortest possible distance, generally in a car by yourself with the radio on, and paying the required attention to the simple act of driving, it shouldn’t be surprising that you would mostly hold to the same several paths each day – work, store, friend’s house – and not experience much more unless a new home or job forces you to reconsider your routes.  Even then, you’re probably not paying much attention to what’s going on around you beyond watching traffic.

Riding the bus for this passenger survey provided two surprising opportunities:  It still got me from A to B, but through neighborhoods and streets I had not visited before, giving me a sense of a Roanoke that I didn’t know existed.  It also gave me time to breathe and just pay more attention to what was going on around me – houses I had never much noticed on paths I had taken every day, a decaying strip mall with the potential for a village center, hidden parks tucked into strange places, and, unfortunately, pockets of surprising poverty.  It gave me a sense of who my neighbors were and how our neighborhoods were connected (or disconnected, as the case may be), and a broader view of the challenges that face the region.

The conversation I had with Karr – beginning with this experience – touched on what a more robust transit system, starting with investment and support by downtown businesses and local government, and including the expansion of the network into Roanoke County and beyond, could mean for how people experienced Roanoke and how the neighborhoods might fit together; not as separate fiefdoms demarcated by four-lane roads and controlled through clever access management, but as connected communities whose residents share conversations and experiences (or at least exposure to each other if, like me, you prefer to read a book on your bus time).  Your perspective on city projects might be different; for example, your sense of where an amphitheater belongs (or if one belongs at all) might be different if you crossed three or four neighborhoods a day.  Maybe it would reinforce the conclusion at which you’d already arrived, maybe it would change it; either way, it would be a more informed decision.

OK, I admit that this all sounds a little sentimental.  And I’ll offer the hedge that this is my own experience; 180,000 people are all going to experience the valley in different ways and crisscross it in places I probably still haven’t seen (for example, I didn’t know until yesterday that there is a Christmas tree farm within the city limits).  The point is to consider the secondary, perhaps obscure (but nonetheless important)  impacts of transportation decisions, to think about how people share space in their city and how often they interact with their neighbors and fellow citizens, whether that interaction is desirable, and what the barriers are.  Riding the bus isn’t going to fix that – nor is putting down a sidewalk where none exists so people feel safe walking, or riding a bike to the store so it’s easy to stop and talk to your neighbors – but it certainly seems to be part of the puzzle.

Now, before anyone accuses me of trying to force everyone out of their cars and onto buses so we can all be warm and fuzzy together, all of this is not to say that public transit doesn’t have its faults.  Trips are longer, occasionally fraught with uncertain delays, and often confusing route maps and schedules.  But like anything we talk about at RIDE Solutions, the point is to look at our transportation network and transportation behavior from a trip-by-trip basis.  A commute trip is a pretty good one to make by bus, a shopping trip may not be.  Different trips can be more effectively taken by different modes, and it’s worth thinking that we should add social benefits to the standard list of financial and environmental benefits we think of when we take a car off the road.

The Philippines is not a party to the Hague Convention on the Civil Aspects of International Child Abduction, nor are there any international or bilateral treaties in force between the Philippines and the United States dealing with international parental child abduction. Therefore, there is no treaty remedy by which the left behind parent would be able to pursue recovery of the child/ren should they be abducted to or wrongfully retained in the Philippines.

Published by: ABP World Group International Child Recovery Service

Visit our web site at: www.abpworld.com

Phoenix in the garden: pink shirt check, skinny pants check, manorexia check, brooding love pop lyrics check.

At Forever 21 you can buy t-shirts that say I heart French boys. Does this kill you like it kills me?

Last Saturday, my sketchy friend K and I took in the sold out Phoenix concert.  It’s always quite funny to go to an all-ages event because half of the population could be either your a) intern or b) children…I mean, if you were a child-bride. 

The french indie-pop rockers put on a stellar show as the lead singer thrashed around stage and threw his mic into the air.  The group was humbled by their fan appreciation in broken english,  “Ahh, every time we come here, the crowd gets biggger an’ bigger.  We do not expect everyone to sing lyrics. Zank you. Merci beaucoup.”  Although he spaced out on ‘Too Young’ and forgot some of the words, I attribute to him wondering, ‘Ah, what am I singing again?’

If you like Phoenix, why not sample some tracks from Friendly Fires or Tahiti 80?  And as an avid concert goer, here are some tips to live by to enjoy your concert experience.

1. Early Bird Gets the Worm – Go early enough to see the opening act, only if you want to see them.  Arriving a half hour into the doors opening guarantees you a pretty good spot to view the stage, allows time for a washroom break and to grab a drinkie-drink. 
2. Don’t Touch Me – Have respect for others personal space and no elbows out.  When maneuvering around other patrons, say ‘excuse me’ and ‘thank you’ when they part like the Red Sea.   
3. Think About Others – Dance if you wanna dance.  Sing if your voice isn’t like nails on a chalkboard. 
4. VIP Exit – Leave part way through the final encore song.  You can grab your coat and make a mad dash for the doors avoiding the crush of masses through the exit and out the parking lot.  Smart.

Next year the ticket system for public transport will be changed here. I’ve recieved a flyer which says I need to activate my card at certain machines (with a picture). I’ve looked but I couldn’t find anything resembling the picture at the train stations, or anything I could use the active the card before I can use it. Today I went to the ticket service at the station and asked where I could find a machine. They told me that they didn’t know much about it, that it was already activated and that I wouldn’t need to check in and out, during the week at least. So I’m a little confused now because the flyer said something else. No idea what to do. Vagueness ><.

I don’t like it when things are too vague, to be honest. Not much I can do about it at the moment, but thought I’d write it down. I used to write quite a bit about things like this, with metaphores and what not. Very tempting to use one (if only for nostalgia’s sake, that I can only share with myself because I’ve never told anyone my metaphore for vagueness)..

Hello everybody,

after starting the Facebook Group and talking to many people it seems there is a strong interest among the community to assist in the fight against Barcelona’s pickpockets and thiefs. Since we have launched this website even more people have been robbed, and in incident the thieves have also been arrested, so the trend continues.

In order to extend the reach of this initiative I have set up a website called http://www.barcelonasinladrones.org to gain more public access. Please sign the petition here to show your support and once we have more critical mass we can publicity from TV Channels and newspapers to some of which I have already spoken. However to get their support we need more subscribers. The ESADE MBA has already become the official sponsor of this initiative.Please contact me if you want to become an official sponsor as well.

Let’s show unity, spread the word and let’s fight the cause!!!

Looking forward to seeing your support!
Best regards
Tobias
http://www.barcelonasinladrones.org

Are you wondering if this week will be less pissier than the last?  Well take a look at your HORRORscope and find out! 

Below are Hottywood’s cookie fortunes, as revealed by the moon and the sun, in addition to the itch on the bottom of his foot.   

Take heed.  Knowledge is power.

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Capricorn

December 22 – January 19 

You will be stalked by a family of spotted owls this week.  Guard your potato chips with your life and beware of one-legged old men walking backwards.

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                                                                                                                                        Aquarius

January 20 – February 18

It will rain all week, but only on you.  Umbrellas will be useless and your associates will nickname you “All Washed Up.”  Make new friends. 

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Pisces

February 19 – March 20   

Red is the new black.  Go home and change your underwear.  You’ll thank me for this later.  This will be a good week for you.  Spice things up by adding mayonnaise in the bedroom. 

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Aries

March 21 – April 19 

You have a lot in common with cows and chickens.  A word of advice: stay away from Chinese carry-outs [because of the things you have in common with cows and chickens].  …remember the movie, “Cannibal.”    

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Taurus

April 20 – May 20 

If it snowed any time in the last two weeks, then you’re pretty screwed for the next two weeks.  Don’t worry, your screwosity is only temporary.  You’ll meet a potential lover in an international supermarket, provided you can keep your gas issues under control. 

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Gemini

May 21 – June 20 

Your telephone will ring excessively with hang-ups and wrong numbers.  It’s going to annoy the sh*t out of you because you’ll be expecting a booty call that you will never get.

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Cancer

June 21 – July 22 

The theme song to “The Sound of Music” will be duck-taped to your memory.  That alone will be enough to drive you insane.  PS, don’t hum the tune around anyone if you want to keep the use of your vocal cords.

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Leo

July 23 – August 22 

A family of horny pigeons will take turns peeking into your bedroom window while you’re getting dressed for work.  The sad part is, you’ll like it.  Your lucky word for the week is “Sicko.”

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Virgo

August 23 – September 22 

No matter what you are told, the only thing you will interpret from any conversation is how great you are.  That could be good for your ego, but bad for your social skills, you arrogant mutha-effa! 

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Libra

September 23 – October 22 

Dogs will meow and cats will moo.  This should tell you what direction your week is heading in.  Most will suggest that you “Just Say No.”  Ignore those people and do the opposite.  You’ll need it. 

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Scorpio

October 23 – November 21 

Farting will be the highlight of your week.  With that said, it ain’t looking so good.  Invest in a lot of room deodorizers and prepare to spend quality time alone. 

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Sagittarius

November 22 – December 21   

All of your Popeyes chicken will be cold and stale and each of the fast food chain associates will conspire to piss you off by not removing the feathers from the [chicken].   

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Quote of the Week:    “There are good days and there are bad days, and this is one of them.”

Social media teaches dealerships to do new business the right way,

the way they should have been doing it all along.

I owe Mack Collier, author of the blog, The Viral Garden, for the inspiration for this post. He provides some straight talk regarding the lack of growth to individual and company online communities.

Many dealerships also struggle with building an online community. I’ve discovered a number that have the attitude that “if I build it, they will come” but that isn’t the case. There is a lot of work involved to generate traffic to an online community of your best prospective clients.

Below are five reasons dealerships have or will have problems building their online communities:

1. You are thinking of income first (and your prospective clients aren’t dumb, they can sense it)

Many dealerships are anxious to sell. Generating income for their dealership first and foremost in their minds before paying their dues and earning their way with social media.

We are in a business where relationships are important. People want to work with people they know, like and trust. I’m a strong advocate that a dealership can build and sustain a pipeline of new business leads for their business  through social media, but it must be done the right way, with the right motive and with genuine transparency to be effective. Social media can show you how. Be a friend first.

2. A lack of value/benefit to your audience.

Your audience will be your judge and jury as to whether you have an appealing position, post titles that spur interest, content that is beneficial.

You can’t blame your audience if they don’t respond!  It’s your responsibility to figure out what is appealing and what isn’t. You have plenty of tools in social media to provide you the information just use them!

You will need to dig deeper to figure out how you can best be of value and benefit to them. Remember, you will cannot be of value if you are constantly leading with your agency’s capabilities, accomplishments and awards. It’s not about you or your dealership it’s about them.

3. You are waiting around for your audience to find you

My blog is well optimized for my target audience. For the key words they would use to find my blog as a resource I have dominated the first two pages of Google. But search comes in a distant third generating traffic to my site.

I generate the most traffic from the use of repurposing my blog posts and my networks through Twitter.

Secondly from my email newsletter and a opt-in strategy for sign-ups. I also will receive a good bit of traffic through my comments on popular blog sites. The point being, I have not sat around waiting to generate traffic to my blog through search. I’ve been proactive in reaching out into a number of online communities where my target audience resides.

4. Lack of appreciation for those that are helping promote you

There are scores of people that are willing to be of help to you online but they’ll be quickly turned off if you don’t show appreciation. Your dealerships credibility rests upon what others are saying about you. Be sure to show your love to those who go out of their way to promote your company. Also be willing to reciprocate.

5. You could care less about the prospective audience you are trying to reach.

Matt really hit the nail on the head when when he wrote this point about the reason why many companies and individuals are having a problem building their online community,

“You don’t give a damn about the people you are trying to reach.”

Matt said it first and I totally agree, “The key to successfully building an online community is to genuinely care about the people that you want to reach.”

If all you want out of social media is to make money then social media is not for you. Don’t waste your time and effort.

But, if you are willing to be transparent, open, honest and caring then social media can teach your dealership how to do new business development the right way. The way we should have been doing it all along.