Event Description:  Free Contracting Workshop for Small Business! Hosted by Economic & Business Development County of Bucks. Workshop topics include:

• Finding opportunities with the State
  
• State contracting procedures
  
• State resources for small businesses, and
  
• Certification for minority-owned and women-owned businesses
  
• Pre-registration required.

To register and to obtain workshop directions, see the contact information listed below.
 
Date:  6/16/2009 
Start Time: 9:00 AM 
End Time: 12:00 PM 
Contact Name:  Sonia Smith 
Contact Email  business@co.bucks.pa.us 
Contact Phone  (215) 345-3839  
 
Event Status  Open 
Region  Eastern PA  
 

Looking for other professional networking events? Please visit our Professional Networking Calendar at www.mckeeoffice.com/calendar.html

Sharmil McKee

Business Attorney

blog@mckeeoffice.com

McKee Law Office

245 W. Allens Lane 

Philadelphia, Pa 19119

215-242-5260

Did you know that Pennsylvania law allows a member of a nonprofit to petition the court to involuntarily dissolve the nonprofit corporation?  A court will dissolve a nonprofit when the the corporation abandoned its mission, misapplied its assets, when the director act fraudulently, or when the members are deadlocked about the management of the non-profit's affairs.

Fortunately for the nonprofit, the bylaws broadly states its purpose is to provide vacation facilities for its members.  And while the court found that the directors engaged in self-dealing, the court concluded that the activity did not rise to fraud; the directors conduct fell more along the lines of ignorance, rather than fraud.

The court under these facts refused to dissolve the nonprofit, but the court ruled that the nonprofit must, in the future, conduct all business in strict accordance with its governing documents and all applicable laws.  (Loveless v. Poconos Forest Sportsman Club, No. 2196 C.D. 2008, April 2009).

1.  Take minutes of all your meetings.

2.  Be sure that each meeting has the required quorum.  If your by-laws do not specify the number, then the Pennsylvania Nonprofit law requires that at least majority of all voting members must be present.  

3.  Follow your bylaws closing when making changes to the by-laws.  If your by-laws do not specify the procedures for amending the by-laws, then the Pennsylvania Nonprofit law first the amendment must be proposed to the board by a resolution.  The proposal must be presented by petition of at least 10% of all voting members.  The amendment must list the existing text of the article with brackets around the language that is to be added.  Once the resolution to petition to amend the by-laws is adopted, then all voting members must be given at least a 10-day written notice

about the meeting to consider the proposed amendment.  The meeting notice must include the proposed amendment.  The proposed amendment may then be adopted by a majority vote of the present quorum. 

Then, finally the Articles of Amendment must be executed by the nonprofit corporation and filed with the Department of State.  The amendment does not become effective until it is filed with the Department of State.

Consult an attorney for more specific information about your nonprofit.  Good luck.

Technology giants have formed a new group to protect themselves from patent trolls.  Patent trolls are businesses who business model is to purchase key intellectual property then collect royalties from companies whose products depend on that intellectual property.  Patent trolls seem to walk a fine line between savvy capitalist and  kidnapper.   

So, technology groups have created a group, Allied Security Trust, that purchases patents in the future.   The Trust then sells the patents to a member after granting itself a nonexclusive usage license.  To join, members pay a $250,000 fee and place $5 million in the Trust's escrow fund.  If I represented a patent troll, the first thing I would do is file an antitrust complaint with the Antitrust Division of the U.S. Department of Justice.  You can file a complaint online at http://www.usdoj.gov/atr/contact/newcase.htm  Keep your eyes open for this storm brewing on the horizon. 

When: Wed, April 22, 9am – 12pm

Where: Temple University, 1510 Cecil B. Moore Avenue

Good luck.

Sharmil McKee

Business Lawyer

blog@mckeeoffice.com

McKee Law Office

Philadelphia, Pennsylvania

www.mckeeoffice.com

Tel:  215-242-5260

Toll-free: 1-877-273-0749

We own a family business, an S corp. Two brothers are equal share holders. We have a Board of Directors with three directors. We have three officers; One of the officers is also a 50% shareholder. The Wife of the Pres. who holds no office was printing financial reports and taking them home where the 2 of them would discuss them. She did not stop, so we limited her computer access to no report viewing. We are 2 members of the Board of directors, the VP who has 50% of shares, and the Sec/Trea. Do we have the authority to over ride the Pres, who is also a 50% shareholder? We met as a Board and voted 2 for the restriction to continue and 1 against it. He says that since he is the Pres. we are not allowed to do anything he doesn't agree with. Is that true? How should we proceed?

If I assume that your corporation does not have by-laws or the by-laws do not discuss voting, then your corporation is governed by the Pennsylvania Corporation Code.  Under the Code, each director has one vote.  To authorize a business transaction, majority of your directors must be present at the meeting, and majority of the present directors must vote in favor of the transaction. 

You may notice that I did not list officers as a class of voters.  Unless your by-laws or resolutions provide otherwise, officers do not have voting rights.  The Pennsylvania Corporation Code does not give officers any voting rights.  Officers are the President, Secretary, and Treasurer, (any other position your directors choose to create).  Officers only do what the Directors instruct them to do.  They do not have more powers than the Directors.

As a side note, the President is also a shareholder. He can call a special share-holder meeting.  The shareholders may decide to appoint new board members. 

Sharmil McKee

Business Lawyer

Philadelphia, Pennsylvania

www.mckeeoffice.com

blog@Mckeeoffice.com

Weavers Way Co-op Environment Committee invites community groups from the surrounding area in Mt. Airy, Germantown, East Falls, and Chestnut Hill to submit proposals for grants. Grant funds are awarded each year for clearly identifiable public purposes resulting in a tangible improvement for the community. Most grants are awarded for public purposes that benefit the environment through education and/or gardening projects. Funds may be used for such projects as planting trees and herbaceous plants, garden equipment, and enhancement of parks.

Some environmentally based educational programs have also been funded through this program. Grant amounts range from $100 to $1000, depending on the available funds and the number of qualified applicants.

The Environment Committee received these funds through the Philadelphia Partnership Recycling Program as a result of our community recycling effort which was in operation monthly until July 19, 2008. After that time curbside, single stream recycling was initiated in our area and our Partnership Recycling effort ceased. The volume of materials recycled last year is directly related to the amount of money Weavers Way Environment Committee now has available to award for grants.

Application and guidelines are available at www.weaversway.coop. Applications must be received at the Co-op by April 28, 2009. Anyone requesting a grant will learn within a month of the deadline if they have been selected. Grantees are then obliged to submit a report with receipts describing exactly how the money was spent.

Good Luck.

Sharmil McKee

Business Lawyer

Philadelphia, Pennsylvania

blog@mckeeoffice.com

1-877-273-0749 (toll-free)

What did Medical Protective Company do wrong?  They did not develop a negotiation strategy prior to beginning negotiation.  Developing a negotiation strategy involves three steps.  First, identify the other parties’ bottom line.  What is the other side’s number one goal?  In this case, the patient wanted to be compensated for his injuries.  How much were his injuries worth?  I know what you are thinking, what if Medical Protective Company did not believe that Dr. Marcincin committed malpractice? It is irrelevant.  You are attempting to settle a dispute; the goal is not to convince the other side that you are right.  The goal is to convince the other side that settling will make him/her feel good. 

Second,   identify your bottom line.  What is your number one goal?  For, Medical Protective Company, it was protect its brand name.  How to achieve that goal? Execute a confidential settlement agreement.    In this case, it is clear that Medical Protective Company’s goal was to gain publicity and spend close to a million in attorney fees (their attorneys and the patients’ attorneys). 

Step three--develop action steps that will achieve both parties’ goals.  Brainstorming is the best method.  For, Medical Protective Company, $200,000 plus free health care for 10 years.   Anything is possible.

The fourth step is my favorite part.  Play the “what if” game.  Test your plan.  Imagine everything that can reasonably happen as a result of your plan.  Does your plan lead you to your goal?  In my opinion, this is where Medical Protective Company made its biggest mistake.  They adopted a “let’s wait and see” plan.  If they had played the “what if“ game, a competent attorney could have told them that they are committing bad faith by refusing to make a reasonable settlement offer.  Pennsylvania law is alarmingly severe for insurance company practicing bad faith (judgment plus at least 6.25% interest, punitive damages, and attorney fees).   

As a business owner, what can you learn from this case against Medical Protective Company?  In business, you cannot afford to leave financial decisions to chance.  You deliberately and meticulously grew your business from the ground up.  Follow the same steps when you are negotiating and settling disputes.  

Good luck.

Sharmil McKee

Business Attorney

blog@mckeeoffice.com

McKee Law Office

Philadelphia, Pennsylvania

215-242-5260

1-877-273-9544 (toll-free)

Have a legal question? Chat online with an attorney free and privately at www.MckeeOffice.com

You are between a rock and a hard place.  Your vendor promised to repair the machine. The machine is central to your business; without it you can’t operate or make any money.  You can’t afford to replace the machine, but you can’t afford to stay in business with a broken machine.  How can you force the vendor to do what he promised—repair the machine? 

Fortunately, you have a couple of options.  I assume that your biggest concern is actually getting the machine repaired so that you can open your business.  First option, submit a claim to your commercial liability or business interruption insurance.  Since this machine is central to your business, its damage should be covered by your insurance.  If your insurance pays your claim, then they will seek reimbursement from the vendor on your behalf.  This will be one less headache for you, as a business owner.

Another option is to file a claim with the equipment company's insurance.  If you don't already have this information, then this is not viable for you.  But if you are lucky enough to have the vendor’s insurance or bond information, then this is great option for you.

Another option is apply for emergency funding from your local business association or government.  For example, in Philadelphia, The Merchant Fund helps local business owners with short-term funding. http://www.merchantsfund.org.  This money will allow you to repair or replace your machine and open your business. 

Final option, lease another machine, while your vendor repairs your current machine.  Or, borrow money to repair the machine and use the machine as collateral. 

Unfortunately, the court system does not move as fast as business.  So, the best way to resolve this urgent situation is to fix it yourself.  You can file a lawsuit against the vendor for damages later.  The vendor will have to reimburse you for any profit you lost while the machine was broken.  Before you resolve the problem yourself, be sure to send a letter to the vendor forewarning them about your future actions.

Good luck.

Sharmil McKee

Business Attorney

McKee Law Office

Philadelphia, Pennsylvania

sm@mckeeoffice.com

1-877-273-0749

·  The Entrepreneurs Forum of Greater Philadelphia's next meeting:

Pennsylvania unemployed should feel some relief soon. President Obama and Vice President Biden announced today, according to the Philadelphia Business Journal, that Pennsylvania will receive nearly $344 million for investment in public transportation and infrastructure projects. Pennsylvania will have 120 days from today to allocate at least 50% of the stimulus money for repairing roads and bridge. The White House says that transportation funding was included in the stimulus package to put people to work and improve our energy security. Visit www.recovery.pa.gov for information about how Pennsylvania and Philadelphia will use the stimulus money.

Sharmil McKee

Business Attorney

McKee Law Office

Philadelphia, Pennsylvania

sm@mckeeoffice.com

1-877-273-0749

Pennsylvania is slated to receive $22.91 Billion dollars of the Stimulus plan that President Obama signed today.  According to the Center for American Progress, Pennsylvania will receive a portion of the American Recovery and Reinvestment Act.  The money will be divided among the state's programs for Medicaid, road, public transportation, and education.   In addition, the state will receive $2 billion from the State Stabilization Fund.  What does this mean for you, as a business owner? Now is the time to consider seeking government contracts.  The City Of Philadelphia is hosting a free "Contractor Connections" networking and informational seminar on February 25th at 5:00 pm.  For more information, contact Elliot Gold  in the City's Commerce Department at elliott.gold@phila.gov. 

Good Luck.

Sharmil McKee

Business Attorney

McKee Law Office

blog@mckeeoffice.com

Generally, no.  Under Pennsylvania law, to use a force majeure clause as an excuse for non-performance, the event alleged as an excuse must have been beyond the party's control and not due to any fault or negligence by the non-performing party.  Negligence requires the ability to foresee the events that may prevent performance.  If an event was foreseeable but the nonperforming party ignored the warnings, then ‘force majeure’ is not an excuse for nonperformance.  Furthermore, the non-performing party has the burden of proof as well as a duty to show what action was taken to perform the contract, regardless of the occurrence of the excuse.   It is not an excuse for slacking off.   In addition, most contracts a define ‘force majeure’ by listing specific events that the parties agree are allowable excuses for nonperformance, such as labor strikes or work stoppage.

In the case of an economic depression, it would be hard for a party to argue that a repression was not foreseeable.  Experts have been predicting a repression for many months; even Former President Bush, hinted that the economy was in trouble. 

As a business owner, what can you do if you have signed contract that you cannot perform? In other words, you have made a promise that you must now break?  Negotiation is your best tool.   Contact the other party, explain the situation, and negotiate some solutions. It may help to have a strategy-planning meeting with your attorney, prior to contacting the other party. 

While employing the ‘force majeure’ clause, may not be a viable solution, you have several other options.  Good luck.

Sharmil McKee,

blog@mckeeoffice.com

McKee Law Office

Philadelphia, Pennsylvania

Toll-free: 1-877-273-0749