You’re conducting business as a corporation and various shareholders have kicked in investment money. Can shareholder inspections of corporate records occur?
Emotional Attachment
With small businesses, emotions can run high. Typically, a person has a great business idea, but need investors to create a pool of cash to get the business going. In such situations, the person has an emotional attachment to the business and thinks it is “theirs.” After all, if it is my great idea, I should control it. This understandable attitude can lead to problems.
When you form a corporation and take on investors, you must be ready to let your baby go. The corporate entity is now the owner of the idea, which means all shareholders have a say in how things are run. The fact that you were the one that came up with the idea is absolutely irrelevant. If this sounds unfair, you may want to consider other ways to raise money instead of selling shares in the entity.
Corporate Records
A corporate entity, including a limited liability company, is a separate “person” for legal purposes. This legal fiction creates a liability shield between the business and your personal assets. However, this also requires the corporation to keep records such as board resolutions, bylaws, articles of incorporation, balance sheets and so on. These corporate records should create a time line and snapshot of the corporate business for each fiscal year.
Shareholder Inspections
In every state, shareholders have a right to inspect the records of a corporation. The scope of the inspection depends upon the particular laws of each state, but typically covers all records in the corporate books, balance sheets and even tax returns. The shareholder must typically make a written request to see the records three to five days prior to the date in question. The lawyer and accountant of the shareholder can also view the records.
Most people react badly to shareholder inspection requests. Upon receiving a request, most will assume a lawsuit is coming and get combative. This, of course, leads to a refusal of the inspection request. Such emotional refusals are a huge mistake and violate the laws of practically every state. Shareholders have the right to inspect corporate records and you cannot deny their request.
If a shareholder seeks to inspect corporate records, you can take a few steps. First, call the corporate attorney and get advice. Second, the corporate attorney may want to be present to make sure only the legally required records are disclosed. This tactic is highly dependent on the laws of each state and involves complex strategy decisions. Regardless, the best option is to immediately contact the corporate attorney and find out your options.
If you obtain money from investors to pursue your business idea, you must understand that it is no longer “yours.” To this end, shareholders have the right to inspect the records of the business.
Richard A. Chapo is a San Diego business lawyer with www.sandiegobusinesslawfirm.com - a San Diego business law firm in San Diego, California.
Night photos can take on a somewhat magical quality you may find
lacking in normal daytime photography. Amazing night pictures
certainly can attract attention. As the sun goes down, however,
it becomes harder to capture images without the proper equipment
and techniques. Thus, as was mentioned in Part I of this series,
taking incredible nighttime photographs requires a lot of
planning.
When your digital camera receives less light, it cannot absorb
the surroundings as well in the resulting photographs. Some
pictures may turn out too dark. Others can be too blurry. Your
camera requires more time to absorb enough light to create an
effective picture, so any shaking of the device will result in
photographs lacking sharpness.
To compensate for the lack of lighting, here are several things
you can do with most middle and high-end digital cameras to get
the results you need. Part III of this series will continue with
even more expert ideas.
* You may think that professional photographers take a large
amount of time to set up a shot, perform complex calculations,
talk about all sorts of topics such as f-stops, shoot one
photograph that accurately represents their interpretation of a
particular scene, and then leave.
While most of this may be true, the last part - only taking one
photo - is far from it. Many, if not most, professional
photographers commonly take a multitude of shots for every
subject! Traditional photographers can go through rolls and
rolls of film on a single shoot, and digital photographers may
use gigabytes of memory.
Professionals know that no matter how well everything has been
factored in when setting up a shot, ’stuff happens’. It is
better to take time shooting a particular subject ten times and
get one outstanding photograph than to take one or two photos
that turn out blurry or dull.
Most photographers perform a trick called bracketing, where they
intentionally adjust their camera settings in small increments
in case their calculations were not precisely correct.
Heed this advice when taking photographs at night. If you have a
particular subject you want to reproduce in digital form, don’t
rely on taking ‘the one perfect shot’, but take several
photographs in case problems occur with the lighting, or lack
thereof.
Remember, you’re shooting digitally, which means you can later
throw out all the bad photos in your camera’s virtual ‘trash
can’, and no one ever needs to know! I can’t tell you how many
times I’ve done this, especially when taking late-night shots of
the Chicago cityscape in places I couldn’t bring a tripod. I may
shoot hundreds of shots and only keep a few dozen.
* If your digital camera has a special nighttime mode, study
your manual and learn how to enable this feature. Perhaps your
camera has a button or dial next to a graphic of a half-moon to
signify this setting. This works well for some late-night
situations.
* Forget about using the flash unless you purchase a
high-quality accessory flash unit. Flash shoots a burst of light
out of your camera and works most effectively when your subject
is within a few feet. If your subject is a long way away, your
small flash unit will never reach it effectively.
Nighttime photography requires a little extra work out of you
and your digital camera. To prevent against mistakes and
increase the chance of a spectacular shot, it may be necessary
to take the same picture multiple times, adjusting your camera
settings slightly to help ensure at least one picture will come
out well. The digital camera manual must be studied, as many
high-end cameras contain automatic features to help take better
photos. And, a natural tendency most people have to use flash
must be avoided. By heeding this advice, you can learn to take
spectacular nighttime photos.
Look forward to article III in this series in the near future!
Copyright 2005 Andrew Malek.
Pet grooming can be performed by the owner or by a professional who has gone to school to learn the craft. If you like to do things on your own there are so many safety tips you must become aware of. Your pet is special to you and you will want to keep it normal and healthy during the pet grooming experience. Any undue pain or injury caused by unsafe practices can cause emotional stress to your animal and damage to the trust level the pet may have with you. The following tips will ensure a neat and entertaining pet grooming experience.
1. Usually pets do not like removal of excess hair in ears. Excess hair can cause more moisture resulting in ear infections or be a breeding ground for ear mites. These types of afflictions can cause your pet a great deal of discomfort. Infections force the animals to scratch and shake their head. Mites can push the animal to do damage to their inner canal as they stick their nails inside trying to scratch. Dogs with rather large ears are known to have a predisposition for ear problems and the moving of their ears back in forth can rupture blood vessels. Professional pet groomers have specialized equipment to remove ear hair. The noise of the clippers may scare the pet, so stroke him with the other hand and offer soothing words to calm them.
2. Another novice mistake is to shave the animal completely. Pet grooming experts will do this at the request of the owner, but it is ill advised if the animal is an outside pet. The coat shields the animal from the cold and also from the sun. Both elements can cause serious skin damage to your pet which could lead to expensive veterinarian bills. The lack of hair on the body can cause rashes. The hair in some breeds secrete essential oils that protect and lubricate the skin. Some breeds like Labradors have double coats that perform different functions for the protection of animals. Try to shave mats in such a way that you are able to work them out with a brush.
If you use a clipper, brush the hair backwards against the grain and then move your clippers with the grain. Pet grooming experts may use a variety of length of clipper combs that can be used in variance with the length and thickness of the coat. If your pet groomer is a novice and uses home hair clipper systems. You should first try it in one unnoticeable area before using it everywhere. When shaving the underbelly, beware the nipples.
Home pet grooming is an affordable method to keep your pet healthy and happy, but it can cause mess it up so bad that only professional pet grooming can fix the owners mistake.
Check these blog posts - pet supplies 2b grooming and animal kingdom pet grooming.