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iStock-185255574-1-300x200Compared with corporations, limited liability companies are generally low maintenance, but not entirely maintenance free. A few requirements are imposed by statute, and the operating agreement may or may not create some additional formalities that must be observed. In addition, there are good practices that, in addition to observing the required formalities, help preserve the liability shield that protects the owners’ assets from creditors of the LLCs (or the “corporate veil”). Part I addresses the statutory requirements and the types of requirements that are sometimes found in operating agreements; Part II will address some best practices.

NOTE:  This post and Part II address only the requirements and best practices related to “corporate” governance, particularly those that are relevant to preserving the corporate veil.  For any particular LLC, there may be a myriad of other legal requirements and best practices related to other areas, such as employer-employee relationships and permits or licenses that are necessary to conduct the LLC’s business, that are not addressed here.

Statutory Formalities

2017-06-08-18.40.11-169x300.jpgThis post has nothing to do with business law. Instead, it deals with one of my extracurricular interests, plants native to Indiana.  Specifically, it’s about serviceberries, of which there are several species in the genus Amelanchier.  Serviceberries have been at their peak this last week in central Indiana, as much as two weeks behind those in southern Indiana, and I suspect those in northern Indiana probably trail by as much as another couple of weeks.

Most species of serviceberries grow on small, usually multi-stemmed, trees.  At least one species or another is native to most of the United States and Canada, but they go by several different common names in different regions. In some parts of the U.S., they’re called Juneberries.  In Canada, Saskatoon berries. The old-fashioned southern name that I learned from my grandparents in Tennessee is sarvis berry. Other names for the trees are shadbush, shadblow, and shadwood.  Many of the species are very similar and difficult to distinguish, with identification complicated by the fact that many sold in nurseries are hybrids.  We have four trees in our yard that we bought from a nursery several years ago, and I don’t know what species they are.

Serviceberry trees have become popular for landscaping in the last 20 years or so.  They’re often seen lining sidewalks and outside shopping malls, and they’re good choices for residential landscaping.  Even though they bear fruit, the berries don’t create a mess in the yard, partly because birds eat them so quickly.  In Indiana, the white blooms appear in April.  They’re a good alternative to another native tree that blooms about the same time, flowering dogwood, which is more showy but more difficult to grow in Indiana, the northernmost part of its native range.  According to the Colorado Supreme Court, the leaves of serviceberry trees also make good grazing for sheep.  (Okay, I needed something to connect this post with the law, and that’s all I could find!)

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iStock_000000801440SmallSecretaries of nonprofit corporations have the sometimes unenviable and unrewarding responsibility of making sure that minutes of meetings of the board of directors are taken and maintained.  Here are some practical tips and suggestions for writing the minutes that I have accumulated over time and revised over time.  These are not hard-and-fast rules, and reasonable people may disagree with me about some or all of them.

  1. Note whether the meeting is a regular meeting or a special meeting. A regular meeting is one that is scheduled by the board.  A special meeting is one called by an officer or one or more individual directors as authorized by the articles of incorporation, bylaws, or the state statute governing nonprofit corporations.  If it is a special meeting, note who called it and how.
  2. Note the date, time, and place of the meeting to show consistency with the notice of the special meeting or with the board resolution scheduling the regular meeting.