Bylaws – The Guts of a Corporation

Most states make forming a corporation relatively painless by providing forms for practically everything. The bylaws of the corporation, however, are an area you don’t want to rely on a form.

What Are Bylaws?

Bylaws are the technical rules that govern how a corporation will be run. They are a private document for the corporation and are not filed with any government entity. The purpose of the bylaws is to set out how things such as meetings, voting and share transfer will occur with the business.

Provisions

Typically, the bylaws will be the biggest document in your corporate book. If you are a single shareholder entity, they tend to be fairly straightforward since there isn’t really any dispute possibility unless you have a split personality. If there are two or more shareholders, however, the document is going to be a key item because it is going to detail voting rights and so on.

Typically, the bylaws of a corporation will cover the following specific issues:

1. Board of Director Meetings – When, where and how meetings will be conducted.

2. Notice of Meetings – The form, time and how notice must be given to board members.

3. Quorums – Before a board can issue resolutions on corporate business, a certain percentage of board members must be present. This “Quorom” is set out in the bylaws.

4. Annual Meetings – The bylaws typically detail when and where the annual meeting of the entity will occur.

5. Special Meetings – The process by which special board meetings may be called when an issue arises that requires the immediate attention of the board.

6. Voting Rights – Language detailing the voting rights of shareholders and board members in relation to passing or defeating resolutions.

7. Share Transfer Rights – Language detailing share transfer issues such as right of first refusal and so on.

8. Directors – Language detailing how many board members there will be, the length of their term, compensation, etc.

9. Amendment – The process by which the bylaws can be amended to reflect the evolution of the business.

10. Removal – Language detailing when and how a board member can be involuntarily removed.

There are numerous other provisions that can and probably should go into the bylaws of a corporation. Make sure to discuss them with your attorney.

Civilization 4 and Why I Hate My Office Phone

If you’re familiar with the strategy PC gaming series “Civilization”, you probably know that it’s only slightly less addictive than crack. I’ve never tried crack, but the “word on the street”, so to speak, is that it’s a bit hard to let go of. I recently purchased Civilization 4, which is the latest in the Civilization series. That in itself isn’t so interesting, but what happened to me at my job as a result of it most certainly is. I work as a network administrator for a large insurance company in Illinois.

Part of my job is to repair PC’s as needed, which is quite often considering how many there are around this place. I informed my coworker, also a big civilization fan that I had the game and he suggested I bring it in for a little test run. Against my better judgment, we decided to play a hot seat game during work. “Hot seat” means that one player takes a turn, followed by the other, which is only possible with turn based games such as Civ. We both figured that there would always be one of us to answer the phone in our little repair-shop cubbyhole so we didn’t see how we could possibly get caught. Boy were we wrong! About four hours into a game things started getting interesting.

My civilization found his civilization and we started going to war against each other, as one might expect. I sat down for my turn and my coworker decided to head off to the bathroom. The phone rang, and I didn’t pick up so that whoever was on the other end wouldn’t hear the Civ theme music or the explosive sound of my Panzers running over his infantry. What I failed to remember is that our advanced phone system allows anyone to communicate with us on an open speaker phone provided we aren’t on the phone already. My boss utilized this function since no one answered while I was taking my turn…o.k., actually while I was taking my turn and bragging out loud to myself about how well I was doing in the game. I found myself in his office that afternoon, but luckily I was only reprimanded and not fired. Not only did I get into trouble, my coworker continues to make jokes about it at my expense.

I hate my office phone.

Designing Ads? Remember The Reader

When you are creating advertising design for the newspaper, magazine or direct mail, what do you think might be one of the most important considerations?

If you answered readability, congratulate yourself! Fancy graphics may get the ad noticed, but readers must be able physically to read the words. This elementary concept sounds simple enough, yet is often ignored. If they can’t read it, they can’t understand enough about your offer to respond.

With todays’ sophisticated and virtually unlimited graphic computer options, it is easy for the graphic design advertising person to get sidetracked into believing what is on the screen looks like a true work of art!

Here are some advertising design questions to ask:

1. Want your ad to look different? Examine a few past issues of the publication where your ad will be appearing. Often publications create ads themselves (“pub-set”) and they can tend to look similar. See if you can spot them. Then try to develop a graphic look different than the other ads. Set your ad apart by using a different type face family that is easily read.

2. Is the advertisement legible? In their desire to be different and stylish, some of todays’ magazines make reading difficult.

Here are some common problems. White type on a light pastel background. Or light pastel type on a slightly darker background of the same color. Or colors that don’t contrast well when viewed in black and white, such as dark forest green type printed on a background of fire engine red.

It is better to go for the headline in big, lighter type against a much darker background.

3. Trying to cram too much information into a small space? One of the big problems is trying to fit too many words and concepts into a small space.

Here is where small space is actually your friend. It forces you (or the writer) to break down your ideas into simple words and simple concepts. Bear in mind that the goal of many advertisements is to solicit an inquiry, not to tell the entire story.

Often readers look to the details to figure out if they want to act. The type showing those details should be large enough to see and comprehend, even for those who have trouble with their vision. Type in color really needs to be 10 point, if not 11 to be read by the entire population.

With black and white newspaper ads, it is possible to use typefaces as small as 8 point because their comprehension is made easier by black type on newsprint. In magazines, black type as small as 4 points (on a white background) has been used. The clarity is astounding, but many people need a magnifying glass!

In conclusion, ignoring these three considerations can spell disaster for the reader who is trying to understand the advertising message. Good advertising design creates graphic effects that enhance the writers’ words and contribute to the overall success of the ad.

© 2006 Jon Sinish

This article may be reprinted and distributed as long as the resource information remains intact.

Calculating The True Cost Of Disaster Preparedness

Small-business owners who think preparing for a disaster is expensive should think again. Being unprepared-and losing everything-can mean paying a much higher price.

For example, in July 1996, the president and owner of Brookville Mining Equipment Corporation, Dalph McNeil, faced every business owner’s nightmare when the nearby creek crested at eight feet after a 24-hour downpour.

Expensive new machinery was covered in mud and a powerful current of water had swept away inventory and collapsed a 30-foot section of wall. The flood caused nearly $1.6 million in damages and losses.

After receiving a Small Business Administration (SBA) disaster loan, McNeil relocated his plant away from the floodplain and asked one of his employees to take on the additional responsibility of “safety coordinator.”

Besides doing quality assurance and control, the safety coordinator, according to McNeil, “runs monthly meetings with representatives of the company, making sure all the employees understand the early warning and evacuation plans, and the emergency procedures.”

“You can never be too prepared, as a small-business owner, for disaster,” McNeil remarked. “It’s something you don’t want to think about. How do you carry on business as usual, as quickly as possible, after a disaster? You have to be a bit of a fatalist, thinking in terms of the worst-case scenario for your business.” And while he hopes he never has to use the emergency plans he has in place, McNeil says he is now ready for anything.

Experts say preparedness starts with developing such an emergency action plan that is tailored to the company’s needs and addresses several disaster scenarios. The plan should include a timetable, budget, assignment of responsibility, prevention and mitigation steps to be completed, and a list of risks and hazards to the business. It’s also a good idea to encourage employee involvement in the process.

A communications strategy is a key post-disaster recovery strategy. Phone numbers and e-mail addresses for your insurance carrier, suppliers, creditors, employees and customers, the local media, utility companies, and the appropriate emergency response and recovery agencies should be updated regularly.

This list should be maintained by a key employee and a backup person. Appoint a spokesperson to get the word out that your business is still open to dispel rumors of business failure.

Making sure your insurance coverage is adequate is another issue. According to the Insurance Information Institute, a recently released survey conducted for the National Hurricane Survival Initiative (done by Mason-Dixon Polling & Research) reports that one in three residents in hurricane-vulnerable states said it had been three years or more since they reviewed their insurance coverage.

When shopping for insurance, think about property damage and the loss of revenue and extra expenses that occur when business is halted by a disaster. Business interruption insurance covers necessary expenses that occur while the business is shut down. Many business owners don’t realize that basic hazard insurance does not cover flood damage. Additional purchased flood insurance is essential; most of the over $10 billion in disaster loans made by the SBA after last year’s Gulf Coast hurricanes were for flood damages.

The National Flood Insurance program provides coverage to property owners. For more information, visit the Web site at www.floodsmart.gov. Flood insurance must be purchased 30 days before the disaster hits to be in effect.

Foreclosure Listings Home Buying Tips

Home buying is a big deal, but it doesn’t have to be difficult.

People buy homes for many different reasons. Most buy for the sole purpose of living the American Dream, others use the home buying market as an investment tool, and some even use the margins inherent in real estate transactions as their daily income. Many homes are sold each year as foreclosure listings. These can be purchased for a significant discount over market value.

There are many factors one needs to consider when buying a house, whether to live in or as an investment opportunity through a foreclosure listings directory.

First and most important is do the research. Know what you’re buying.

One of the most important factors to research when buying a home is location. City, State, and, even neighborhood should all be considered carefully.

We’ve heard it said over and over again. “Location, Location, Location”

So why is location so important? Well, unless you plan to live in the house forever, eventually, you or your estate will want to sell it. You want the home to appreciate in value. You also want to be able to sell quickly. What you don’t want is a house for sale sign sitting in your front yard for years.

It doesn’t matter how wonderful your property is, you’ll have a very difficult time trying to sell your home for top dollar in a bad neighborhood in a reasonable amount of time. This doesn’t necessarily mean that it’s a bad home. It simply means that there will be less demand. That’s not what you want when you decide or have to sell your house.

One needs to apply a neighborhood litmus test when buying a home. Things to consider include schools, nearby growth and development, and convenience. Local governmental agencies often list a school district’s rankings. This information can also be found on the Internet. If all else fails, real estate agents have access to this information and can be very helpful. The value of your home will appreciate much more if it is located in a neighborhood with good schools.

New construction nearby also plays a great role in improving the value of a house and should definitely be considered when buying a house. A neighborhood which is on the outskirts of a new development will benefit from the higher prices of the newly constructed homes. If, however, the neighborhood exhibits signs of decline, one should think twice before buying that house.

One other item to consider when looking for a house for sale is it’s proximity to places of convenience like shopping centers, transportation hubs, and parks. Remember, someone else will be house buying from you in the future. It will happen. And… They will be looking at the same factors at that time.

Business Basics for Catalog Retailers

Catalog retail is a world all it’s own. Many considerations that other retailers don’t have to deal with are of utmost importance to a catalog retailer. To name a few, the ordering process, warehousing and shipping must be streamlined for maximum efficiency. Maintaining a top notch inventory control and receiving department is also very crucial to business success. Above all, however, a catalog retailer must have a quality business phone system.

Considering the fact that the majority of customers will reach you over the phone, it is paramount to be able to not only handle call volume during peak times, but also to provide your customers service representatives with the features they need to do their job well. Business phone systems should be capable of not only putting your customers in touch with you, but also offer routing flexibility, voicemail and forwarding options for the administrative side of your company. Often, the difference maker for catalog retailers is not the products they sell, but the service behind those products. People who want to buy will have questions regarding an item that a simple picture and brief description will not answer. Most companies have service reps who take orders and product specialists who are familiar with the inventory.

It is essential for the product specialists to have access to a phone system that will accurately and easily allow them to receive and transfer calls between departments. After the initial contact by the sales representatives, the most common transfer of waiting customers will be to product specialists and hopefully back to the sales reps. A customer who is dropped accidentally during this transfer is likely to not call back. Additionally, customers who are made to hold for extended periods of time without an automated message thanking them for their patience are a primary example of lost revenue that could be curtailed by the proper business phone system. All in all, a well thought out business phone system is an integral necessity for any company, but it is especially important for catalog retailers.

Can accounts receivable factoring help your business grow?

Are you stuck with great but slow paying clients? It is interesting how your biggest asset (great clients) can also be your biggest liability. But that is how business is. And as an owner you must adapt.

Whether you like it or not, slow paying customers are here to stay. As a rule of thumb, commercial clients pay their bills in 30 to 60 days. And lately, the trend has been deteriorating. So, what do you do if you have slow paying receivables.

Many owners try to go to the bank to get a business loan. Not surprisingly, few business owners get business loans. As a rule, banks will only finance companies that have long and established histories. This is not your case if your company is new or emerging from tough times.

If your biggest challenge is that you cannot afford to wait up to 60 days to get paid by your customers, then the solution is accounts receivable factoring. Most commonly known as factoring, this type of financing eliminates the usual wait to get paid. It provides you with the necessary funds to pay suppliers, meet payroll and take on new business opportunities.

And how does factoring work? Simple:

1. You finish the work and send an invoice to your client. You also send a copy to the accounts receivable factoring company.
2. The financing company advances you 70% to 90% of the invoice (a small reserve is held to handle disputes, etc.)
3. You get the funds in 24 hours
4. As soon the customer pays the invoice to the financing company, they rebate the reserve (less a small fee)

As you can see, accounts receivable factoring can easily be integrated into your business, providing you with prompt invoice payments. Usually, funds are advanced within 24 hours of submitting invoices.

Accounts receivable factoring is easy to qualify for. Accounts can be set up in as little as 4 business days. As opposed to business loans, the main requirement for factoring is to do business with strong credit worthy customers. So if you do business with good commercial clients (or the government), be sure to add factoring to your business tool chest.

Health Savings Accounts

A great many people with medical coverage, particularly manager paid medical coverage, truly don’t realize what their medicinal services expenses are. Besides, much of the time, they are restricted in which wellbeing suppliers (specialists, clinics, drug stores and so forth) they can utilize.

The vast majority are bolted into a system of specialists. They recognize what the co-pay is, however have no clue what the specialist really charges.

At the point when guaranteed shoppers are hospitalized, they once in a while see the bill. They don’t know whether the insurance agency was cheated or not. There are firms that review doctor’s facility bills for back up plans and self guaranteed organizations. They get paid a rate of what they save money on the bill payer by discovering cheats, copy charges and so forth. The last I heard these organizations were all the while profiting.

With a specific end goal to give customers more straightforward control over their wellbeing costs, as well as in the decision of which specialist they can see or which doctor’s facility they can enter, Congress sanctioned the Health Savings Account Availability Act. As of the start of 2004, people who are not generally guaranteed can have Health Savings Accounts (HSA) , which convey with them some exceptionally alluring tax breaks.

An individual can set up a HSA for himself or his family. A business can add a HSA alternative to the purported cafeteria regale arrangement it might effectively offer.

The cash put into the arrangement is before expenses, including Social Security, if part of a business arrangement. Else it is an over the-line conclusion, which means you don’t need to order your derivations to get the tax reduction and that the reasoning is not subject to the eliminate decides that make numerous organized findings occupied to high wage workers.

The arrangement is set up like an IRA. A trustee endorsed by the IRS must be utilized. Cash put in the arrangement develops charge free and supports pulled back for qualified medicinal costs are additionally assess free. Dissimilar to the more seasoned Flexible Savings Accounts offered in manager cafeteria arranges, you don’t need to spend the cash put into the record by year end or generally lose whatever’s cleared out. Cash can be moved over from year to year. This can take into account a pleasant piece of cash to collect that can be pull back duty free at age 65.

The cash in the HSA can’t be utilized to pay the premiums for this approach aside from in specific circumstances (fundamentally when you’re unemployed). It is intended to meet the deductible, co-pays, drug costs, eyeglasses or some other restorative cost that could be separated on an individual assessment form as a medicinal cost.

Cash pulled back in overabundance of qualified restorative costs is exhausted as pay and subject to a 10% punishment, unless the proprietor is debilitated or more than 65. Any cash in the record at death is added to the assessable home.

There are no pay limits on this arrangement. In the event that began early, when you are still youthful and sound a generous measure of cash could aggregate to either meet higher medicinal expenses as you get more established or to use to supplement your salary.

 

How to Pursue Online Nutrition Programs

One of the famous subjects in the educational programs of different instructive establishments is nourishment science. With expanded consciousness of nourishment for the upkeep of the wellbeing of the individual, now more individuals pay standard visit to the sustenance specialists to look for their important counsel on different issues like nutritious eating regimen, calorie situated nourishment and on such other related themes. Thus, nourishment innovation has gotten to be one of the favored subjects for study.

Nourishment program as a calling

Obviously, there are a few schools and different associations which show nourishment innovation as a part of the educational programs. In the meantime, numerous organizations have begun online nourishment programs for the advantage of the individuals who can’t go to the in house preparing programs. These online projects are directed under the supervision and direction of specialists in the field. A hefty portion of these organizations instructing online sustenance programs have been authorize to suitable government bodies. These online establishments instruct according to the syllabus recommended by the concerned powers.

Course content

The educational programs typically depends on the credit hours. The credit hours rely on upon the course the understudy has picked. For instance, a confirmation in sustenance science has 30 credit hours. Then again a single man course has 45 credit hours. These online projects additionally take into account specialization in sustenance science. A portion of the prominent fields of specialization incorporate nourishment for sportsmen, sustenance for kids, and nourishment for elderly individuals etc. There are likewise a few remedial sustenance programs like for those torment from hypertension or for the individuals who are hefty or diabetic. Ordinarily, understudies taking up online nourishment projects are taught by utilizing the computerized canvas. This makes a virtual classroom climate for the understudy. The understudy is taught on different issues like human life systems and physiology, utilization of sustenance guideline for treating different afflictions, nourishing treatment furthermore on directing patients.

Offers better prospects

The term of the course is ordinarily nine months to one year. This obviously, relies on upon the course the understudy has picked. Toward the end of the course, the understudies will need to experience extensive examination. Typically, the understudy is required to attempt the examination in individual at the assigned place, date and time. Qualified understudies can settle on higher studies in nourishment innovation like experts degree. The course expense fluctuates from foundation to establishment. A portion of the organizations likewise help the understudy in finding a reasonable position. Huge numbers of the understudies who have finished the online system on nourishment are of the conclusion the individuals who have taken up course at a licensed organization will have brighter odds of securing an appropriate situation.

3 Ways To Overcome Obesity

Heftiness is a stunning issue, yet wellbeing powers appear to be feeble to make a move.

Rules on nourishment are issued by trusted wellbeing specialists. Some bode well, similar to the ‘Eat 5 bits of products of the soil each day’ rule. Products of the soil are wellsprings of minerals, vitamins and cell reinforcements.

A few rules be that as it may, can deceive. For instance, when in 1987 the UK government requested that therapeutic specialists think of a sheltered liquor utilization limit, no one could on the grounds that no studies had been finished.

A discretionary safe figure of 21 units for every week for men and 14 for ladies was landed at, yet these were basically culled out of nowhere.

In 2016, a board of specialists downsized this figure to 14 units for every week for both genders. Some board individuals were found to speak to the Temperance Society and against liquor entryways. The beverages business was never counseled.

Do you notice a rodent?

Are there any rules for harming fructose utilization? There are none. Fructose is as awful for the liver as liquor, if not more terrible.

Imagine a scenario in which everybody who eats prepared nourishments (the vast majority of us) have harmed livers as a result of over the top fructose admission. Assuming this is the case, then consider the possibility that liquor utilization just essentially aggravates the issue.

Without fructose, perhaps liquor utilization really has no effect? It never did in days passed by.

Liquor utilization in the UK has fallen in the course of the most recent two decades, yet liver harm is in on the expansion. A high fructose diet is by all accounts the offender.

Anticipate that no fructose rules will develop soon in light of the fact that the nourishment business won’t permit. Benefits are more essential.

Sensible Nutrition Guidelines

There are three healthful rules which should keep the corpulence emergency exacerbating:

1. Confine non-stringy sugar consumption.

Great sugar nourishments contain dietary fiber. These are vegetables like cabbage, Brussels grows, kale, broccoli, and so forth. They fill the stomach and contain fundamental minerals and vitamins. The dietary fiber is changed over to short-chain unsaturated fats which help the body to smolder fat.

Potatoes are a wellspring of vitamin C and minerals, however ought to be eaten sparingly on the grounds that the starch they contain raises pulse.

Be that as it may, cooking and afterward chilling potatoes for use in plates of mixed greens produces safe starch. That diminishes the glucose raising impact.

2. Limit Fructose Consumption

Stop fructose consumption. Perused the names. Fructose is available in handled sustenances and is destructive to wellbeing.

Eat close to 25 grams of fructose a day.

Every single refined starch swing to sugar and may bring about insulin resistance, which is behind constant ailments, for example, heftiness.

3. Supplant Unsaturated Fats with Healthy Saturated Fats

Rather than depending on non-dietary fiber starches like sucrose and fructose – sound soaked fats present in coconut oil, olive oil, spread from grass-sustained bovines, crude nuts, natural fed eggs, avocados, and so forth, are wellsprings of enduring vitality.