Guest Blog Spot: Kelvin L. Spragley, Ph.D., M.Ed., B.S., A.A.
I get a lot of questions about non-profit businesses. So, I decided to turn to an expert. I’ve known Dr. Spragley for several years and he’s my go-to guy when it comes to questions about non-profits, education, programs, and advocacy groups. I’ve asked, and he generously agreed, to provide some thoughts on the topic of starting a non-profit. Enjoy!
So you want to start a “Non-Profit” business?
During the 15 years I have been involved with managing and/or providing services to non-profit organizations, there have been numerous encounters with individuals who have voiced an interest in establishing a non-profit. While there is great work to be done in the United States in areas such as eradicating poverty, tutoring at-risk, ending cancer, and a variety of other well-intentioned endeavors, there are a few items that non-profit entrepreneurs should keep in mind.
The first step in pursuing non-profit status is the task associated with completing the appropriate paperwork. While each state has its respective documents to complete, in order to achieve federal 501 (c) (3), non-profit status, individuals will need to complete IRS Form 1023. The application is approximately 30 pages in length and requires one to create bylaws, list board members, and outline program activities (amongst numerous other requirements). A major problem that many applicants experience is not making clear potential conflicts-of-interests between the organization, board members, program recipients, and vendors. In order to insure that no business or individual is benefiting unfairly, applicants should strongly consider that an attorney review the document prior to submitting it to the IRS.
Consider also the rules surrounding how a non-profit accrues revenue and the guidelines that dictate proper expenditures. As an example, individuals who operate a non-profit organization must make clear to the IRS if funds are being raised by a separate business or if gaming (Bingo, etc.) is a method of increasing revenue that will be used by the company. Note also that non-profit owners cannot spend funds on items that do not help them in meeting their organization’s objective. I have seen too many applications that do not make clear these distinctions. Consulting with an attorney and accountant, during and after the non-profit set-up process, is the best way to make sure an organization’s internal processes meet IRS regulation standards for revenue and expenditures.
Arguably, the most important issue owners of non-profits must be mindful of is the act of reporting. At the conclusion of each fiscal (financial) year, managers of non-profit organizations must submit a financial report outlining their revenue, expenditures, program/policy changes, or any change impacting the operation of the organization as reported to the IRS in the previous 12 months. Failure to submit this report can have severe consequences, from making it difficult to receive funds from donors or losing non-profit status completely. In 2011, the IRS noted that more than 300,000 non-profits lost their 501 (c) (3) status as a result of failing to file a report over a 3 year period.
To conclude, I would recommend anyone seeking to setup a non-profit business to consult with an attorney or someone with experience in the 501 (c) (3) arena. This will save you time (and heartache) in the long run.
Dr. Spragley and his associates can be contacted at The Spragley Group at http://www.spragleygroup.com
- Former IRS Director on Shadowy NonProfits: Investigate and Prosecute Them (crooksandliars.com)
- To Profit or Not to Profit? (coffeewithkath.wordpress.com)
- Group Challenges Different Treatment By IRS of Religious and Non-Religious Groups (jonathanturley.org)
- TurboTax – Charitable Contributions You Think You Can Claim but Can’t (turbotax.intuit.com)
- Non-Profit or For-Profit: The Social Entrepreneurs Dilemma (triplepundit.com)
Here’s my round-up (a couple of days late) of last weeks best stories and articles for Small Business and Beer Business.
I often advise clients on when is the right time to incorporate or form a business (i.e. start acting as a business and not as a person) and why. Thanks to Nina Kaufman (@ninakaufman) for summing this up in this short video. 3 Reasons to Incorporate Your Business http://www.entrepreneur.com/video/224126
In real estate, it’s all about “location, location, location.” In small business, it’s all about “planning, planning, planning.” That means that, at least for a period of time, your personal and business life will revolve around your business plan. Make sure it’s thorough. Why Your Business Plan Is Probably Incomplete http://www.entrepreneur.com/article/224195
Remember, even if you’re small business, it’s not all about you. Your team (internal or external) is what will make the biggest difference to your success. To Be Number One, Get the Right Number Two http://blogs.hbr.org/kanter/2012/08/to-be-number-one-get-the-right.html
More on Leadership: Crisis management is a topic for every small business person. What makes a good manager in a crisis? When Good Management Is a Matter of Life and Death http://blogs.hbr.org/cs/2012/08/the_leadership_mistakes_that_l.html?awid=4678865509342592577-3271
Ok, so that’s what to do. How about what not to do (on a day to day basis)? The Seven Deadly Sins of Management http://blogs.hbr.org/cs/2012/08/the_seven_deadly_sins_of_manag.html
Continuing on the HBR bandwagon (they’ve had a great week!)… I remember a line from a movie “everyone *thinks* they have a sense of humor, even the ones who don’t.” Everyone *thinks* they’re a good boss. Are you? Really? Are You Sure You’re Not a Bad Boss? http://blogs.hbr.org/cs/2012/08/are_you_sure_youre_not_a_bad_b.
Employee of my dreams? I don’t think so. I’d settle for a “good” employee. Maybe even “decent.” There are days when I’m desperate enough to take someone as basic as “breathing.” Here’s some things to look for in your employee search. How to Hire the Right Employees for Your Startup http://www.entrepreneur.com/article/224191
Here’s an interesting article on what may be a direction for the beer industry/business down the road. Focuses on the technology and sensory options for deconstructing and developing a beer. Yeast of Eden: the future of beer http://www.guardian.co.uk/lifeandstyle/wordofmouth/2012/aug/13/yeast-eden-future-of-beer?newsfeed=true
Love that many small farmers and agri-businesspersons are rediscovering the economies that drove our great grandparents. It used to be that brewing beer on the farm was the norm, not the exception. Here’s a great story on it. Maryland farmers try beer production http://www.baltimoresun.com/business/bs-md-ca-farm-brewery-20120813,0,3856297.story
Good LORD! Have you been watching this story unfold? Heineken & Tiger Beer. here: http://www.atimes.com/atimes/Southeast_Asia/NH15Ae01.html and here: http://t.co/bFzVv59j and here: http://t.co/fAHyOCGc
You know that right after they planted it, they had to have made beer from it. Can we brew again with einkorn? Bulgarians cultivating ancient einkorn grain http://goo.gl/GQM0E
I happen to think that there should be more of this sort of cross-pollination between the alcohol industries. Cheers to Anderson Valley! Anderson Valley Brewing Co. forms partnership with Wild Turkey Bourbon http://beerpulse.com/2012/08/anderson-valley-brewing-co-forms-partnership-with-wild-turkey-bourbon/
Here’s an interesting article out of the UK. I don’t know that this is a huge issue in the US right now, but with the rising cost & popularity of craft beer, maybe we should be on the watch for tax dodges like this. Bootleg Beer Hitting Lawful Traders http://goo.gl/wY6y4
Speaking of prices fluctuating (up anyway), here’s a good video and article about how/when beer prices shift. Grin and Beer It: Some Beer Prices Will Increase. http://t.co/KALtGRKN
Love Oskar Blues‘ beer, and I’m thrilled they’re coming to NC. IF you haven’t heard, they’re planning on brewing their Dale’s Pale Ale in NC before the end of the year! I was a project manager in a former life/career. For something of this scale, that’s a really, *really* fast build . Cheers to them! Beer Guy: Oskar Blues plans quick build http://www.citizen-times.com/article/20120816/ASHEVILLESCENE/308160019
Not to be outdone, Sierra Nevada has accelerated their build timeline as well. They’ve moved their “open” date to July 2013 (another *fast* build). Sierra Nevada changes opening date to July 2013 http://www.blueridgenow.com/article/20120814/ARTICLES/120819909?p=1&tc=pg
I’ve never understood where the stigma for Contract Brewing came from. Just because you don’t physically *own* the equipment, it’s not really brewing? Please. I’ve got to give credit to Shaun O’Sullivan at 21st Amendment Brewery (563 2nd Street, “that’s right, cans.”) – I like his re-invention to calling it Partner Brewing. Contract is Not a Dirty Word in Brewing http://www.craftbeer.com/pages/stories/craft-beer-muses/show?title=contract-is-not-a-dirty-word-in-brewing#.UC0wG69w_N8.twitter
I *just* posted on this a few weeks ago. Sounds interesting, I’d like to hear more. Oregon Public House: The First Nonprofit Pub (VIDEO) http://www.huffingtonpost.com/bus-52/oregon-public-house-video_b_1773883.html
Here’s good article on the dangers (no matter which side of the fence you’re on) with market consolidation in the beer industry. One Company Will Soon Control Half of the U.S. Beer Market http://business.time.com/2012/07/03/one-company-will-soon-control-half-of-the-u-s-beer-market/
Speaking of market consolidation… U.S. Department of Justice formally requests more info on A-B InBev/Modelo deal http://beerpulse.com/2012/08/u-s-department-of-justice-formally-requests-more-info-on-a-b-inbevmodelo-deal/
Market impact: How will the weather/crops so far this year effect the beer industry? Here’s the skinny - USDA August 2012 Crop Report: update on barley, hops and apples http://beerpulse.com/2012/08/usda-august-2012-crop-report-update-on-barley-hops-and-apples/
Just for fun
I love Mental Floss (http://www.mentalfloss.com)! Here’s one of their recent goodies: 11 Tips for That Benjamin Harrison Birthday Bash You’re Probably Planning http://www.mentalfloss.com/blogs/archives/138568 (back when being many meant facial hair! Benjamin Harrison – our last bearded president).
- Love on tap: Va celebrating craft beer industry (cbsnews.com)
- Oskar Blues Beer in Alabama (geekalabama.com)
- Brewing Stone Age beer (ancientfoods.wordpress.com)
- Beer Battle Brewing: Heineken’s Bid for Tiger Beer Draws a Thai Rival (dailyfinance.com)
- Brewing up Love: Weddings Tap Craft Beer Craze (abcnews.go.com)
- Yeast of Eden: the future of beer (guardian.co.uk)
- Munich: Three Boozy Beverages Beyond Beer at Munich’s Oktoberfest 2012 (jaunted.com)
Every day I’m in court, I see people struggling with not knowing what to do, where to go, or what to say. Even the attorneys. As a new attorney, I was fortunate enough to have a friend to show me around and give me the do’s/don’ts. Here’s a quick (ha!) guide to some of the basics.
I’m going to divide this post into a few sections: (1) What everyone should do, (2) What to do if you’re charged, (3) What to do if you’re an attorney. This article will focus on misdemeanor, traffic, and infraction issues. If you’re charged with a felony, you’re likely in custody or will be contacted by law enforcement (in which case you won’t need this article!).
What everyone should do
If you know that you need to attend district court in Wake County, there’s a few things you should know and do beforehand and on the day of the court appearance.
- Know what they tell you to expect: Go to http://www.nccourts.org/ and read the information under the section “Going to Court” (right in the middle of the page (or at http://www.nccourts.org/Citizens/GoToCourt/Default.asp)
- Know when/where to go: Still on http://www.nccourts.org/, go to “Criminal Court Dates” on the right-hand sidebar. Enter the defendant’s (person being charged) last name and select Wake County from the drop down menu. Click “Submit Query.” When the list comes up, find the right name and note the court date, the courtroom, the case number, and the session. You should check this site every week or so until the court date, then check again the day before and the night before the court date (the dates, locations, and sessions have been known to change). You can also visit the Clerk of Court‘s office.
Here’s a key to what you’ll find:
- Court rooms start with two zeros (example “002c”). The first number is the floor of the court room your case has been assigned to. The letter is which court room on the floor your case is assigned to. So, if it says 002c, you’ll be on the 2nd floor, court room C. They’re often referred to without the two zeros (example, you’ll here it referred to as “courtroom 2c”).
- WCCH means Wake County Court House
- AM/PM means which “session” of court your case is assigned to. The court has two sessions one starting at 9a and one starting at 2p.
- Courtroom 001 or 001a is special. This is so-called “disposition court.” In Disposition Court, you may show up anytime between 9a and 3p and have your case heard by the judge presiding over the courtroom. You may also speak with the prosecutor to try and resolve your case. Disposition Court is reserved for minor infractions and items that can be “disposed of” quickly with little discussion. You may find that you start out in Disposition Court and have your case moved to a different court on a different day/date if there’s something more than a basic charge.
Some other things to know about the Wake County Court House
- It’s downtown. That may seem obvious, but there it is. It can be hard to get to and parking is not always easy. If this is your first time, plan to get to the courthouse AT LEAST 1/2 ahead. You’ll need the time to find parking and walk to the courthouse.
- There’s a metal detector at each door. Anything confiscated at the metal detector will not be returned. Leave that pocketknife your son gave you at home.
- The elevators are antiquated and slow. Expect to be waiting a bit for the elevator. If you’re just going to the 2nd floor, or maybe even the 4th floor, take the stairs – it’ll be faster.
- The Clerk of Court (Criminal Division) is on the 1st floor. If you really don’t know what to do, go there first and plan some extra time (there’s often a wait and they don’t open until 8.30a).
What to do if you’re charged
If you’re the one charged (i.e. received the ticket/citation or the one called to the court), well, bummer. But beyond that here’s what you need to know/do on your court date:
- Plan the time: If you’re supposed to be in court, plan to spend the better part of the day there (even if it says 9a or 2p – they all say that). If your case is in the afternoon, you may not get out until 6 or 6.30p. If you’re supposed to be there for the morning, plan on being there from 8.45a until 12.30 or 1p. If you get done early, great – it’s a bonus, but there are few things that the court likes less than a defendant that leaves while their case is pending.
- Know where you’re supposed to go: you can check the website and the Clerk’s office. Additionally, there’s a “calendar” sheet outside each court room that lists the cases that will be heard in that court. Check all of them until you find your name – that’s your court room.
- Dress well: You don’t have to be in your “Sunday best,” but most judges take the court very seriously and expect you to show the court respect. For men, that means shirt tucked in (don’t laugh, I’ve heard of a judge giving someone 20 days in jail for not tucking their shirt in – now, that guy had a n attitude about it, but still…). If you can swing it guys, also try to wear long pants, socks, shoes-that-aren’t-flip-flops, and a collared shirt. No hats in court. For ladies, skirts or pants (even shorts generally) are fine. If you can ladies, go with something conservative – try to avoid halter, tube, or other revealing tops, flip-flops, and miniskirts. For men and women: NO shirts with rude or offensive sayings (I once heard of a defendant called before the judge, his t-shirt said “F%^& the Police,” the judge was not amused).
- Act well: Use your “yes sir,” and “yes ma’am.” If you have to talk during court, quietly go out into the hall to have your conversation. TURN YOUR CELLPHONE OFF (or at least to silent). I’ve seen cellphones confiscated during court and people admonished by the judge (probably didn’t help their sentence much either) for their phones going off in court.
- Be prompt: (in courtrooms other than 001) If your court session is at 9a, be there by 8.45a. If your court session is at 2p, be there at 1.45p. One of the first things that will happen in court is that the prosecutor will “Call the Calendar.” They will call the name of each defendant for that session. If you’re not there when your name is called, there’s a chance you will be marked absent (referred to as a “Failure to Appear“), which can lead to a warrant for your arrest. When the prosecutor Calls the Calendar, they’ll give you instructions on how to answer. If you have an attorney, DO NOT expect them to be there right at Calendar Call (it works a little different for attorneys).
- Be patient: Your case is probably the most important thing in your life, unfortunately the court has 50+ other cases to deal with that session, so you’re one of many. Also, the judge (believe it or not) and the prosecutors (believe it!) are underpaid and overworked (aren’t we all), but you *really* don’t want to make these folks mad. So, be patient, they will get to everyone, it just may take a while.
- Do not worry about the commotion: Typically, after the calendar call, there will be a bunch of attorneys talking to the prosecutor(s), there will be people being called up to the judge or to the prosecutor, the prosecutor may be talking to law enforcement officers, etc. Believe it or not, there’s a plan and a system. They’ll get to everyone (eventually). Some judges like to deal with pro se (meaning, defending yourself – no attorney) cases first, some like to deal with the attorneys first.
- When you’re called up to the prosecutor: They’re going to ask you “what do you want to do with your case today?” Do not say “I want to get this dismissed.” Instead, *briefly* explain the situation (4 sentences or less) and ask if they are willing to reduce the charge. Here’s the bad news: they almost never dismiss the charge outright. But, if you’ve fixed the issue (like lack of auto insurance), they’ll probably be willing to work with you. They may offer you something less than what you were charged with. However, they *can not* tell you if you should take the offer or what you should do. Prosecutors are strictly prohibited from offering legal advice to defendants – in some cases it can get them fired or cause them to lose their law license.
- When you’re called up to the judge: Come around the benches and stand in front of the judge. Do not talk over or interrupt the judge or the prosecutor. If you don’t understand something, ask. Be sure that you say “I don’t understand” or “can you explain.” DO NOT argue with the judge (“Well, I was told that…” or “You don’t understand that…” never go over well). The judge may ask you a few questions and will have you speak to the clerk sitting next to the judge. The clerk will give you some documentation (typically including a cost sheet, if you have to pay court costs or a “waiver” if you’re not asking the court to appoint an attorney).
- After you get your case decided: Go to the cashier on the 1st floor and pay your fine, court costs, etc. You must pay this by 5p the day of court. You can ask the judge for additional time to pay, but this will also require a $25 administrative fee to be added to your costs. The cashier does not accept checks or credit cards. Your only options are cash or money order (there’s an ATM in the courthouse lobby).
What to do if you’re the attorney
First, if you’re defendant and you’re still reading this, stop this section isn’t for you. The rules and procedures that apply to lawyers are different than for the general public – even those who are defending themselves.
- First, relative to many of the more rural court houses (and similar to counties like Mecklenburg), the courthouse is enormous. The Criminal Clerk of Court is on the 1st floor, the Civil Clerk of Court is on the 11th floor, unless you need Probate/Estates, which is on the 12th floor. The building itself is over capacity. The elevators are slow and the stairs get crowded. The a/c is not great and there is little or no cellphone reception in the misdemeanor court rooms. Parking is bad, plan on walking at least a couple of blocks to get to the court house. Also, unlike some county courthouses, *everyone* has to go through the metal detectors – even the attorneys.
- The misdemeanor court rooms are on the 1st (for Disposition Court, see above), 2nd (most of the court rooms and volume), and 5th (for DUI and special cases) floors. Find your clients court room like it says above. If your client is scheduled to be in two different court rooms on the same day or the same session, you need to “Gold Sheet” the cases together (It’s called a “Gold Sheet” because the paper *used to be* gold colored). You can get a Gold Sheet from any of the clerks in any of the court rooms, you have to fill it out starting with the “to” court room. Fill out the form and have the “receiving” judge and prosecutor sign the sheet, then go back to the “from” court room and have the “sending” judge and prosecutor sign the sheet, then hand it to the clerk and she’ll give you the file to take to the “to” court room.
- The files (if you’re not familiar with the colloquial) are referred to as shucks (as in, “have you pulled the shuck?” not as in “look at all these cases, aww shucks.”). The shuck is the official file of the courthouse and they take its movement out of the court room very seriously (due to some previous history in this particular courthouse).
- Before the calendar call (or anytime during the session), you can enter the court room, pass the gallery and proceed through the gate. Have a seat at the bench behind the tables (use this opportunity to get “the lay of the land” re: judge, prosecutor, other defense attorneys, etc.)
- At calendar call, the local protocol is “hold that open, please” or “hold that open for [insert your last name here], please”
- After the calendar call, the prosecutor or the clerk will arrange the shucks on the defense table. After they’ve finished, you can approach the table and pick out your shuck. After you have a chance to review the shuck, you’ll notice that lawyers start lining up to talk to the prosecutor-in-charge (there are generally two in district court, one for triage and talking to defendants; and one for agreeing to pleas and trials). Get in line. It could be a while before they get to you. Some prosecutors run a very smooth court keeping the judge fed shucks and moving the cases along. Some don’t. You’ll also note that the particular judge has a big impact on this (obviously), see also, the “be patient” above.
- Generally, you can approach the clerk at any time that they aren’t overwhelmed with what the judge is handing them and the defendant in front of them.
- Oh and get ready, in 2013 the courthouse is going to more than do
uble in size! Criminal court will be in the new building across Salisbury St, and civil court will take up the entire current courthouse.
Hope all that helps. Good luck!
- When DWI Conviction Dates Go Back in Time (blogs.wsj.com)
- Former Wake judge pleads guilty on altered DWI cases (newsobserver.com)
Ok, well, it’s that time again… time to recap the week. But, I took an unexpected week off last week so I need to catch up. Here’s the best from the last TWO weeks!
As folks look to form businesses, you have to ask yourself questions about what kind of structure makes sense for your business. I love the title of this article, it’s worth a read (by the way, the answer is “No.”) Will a Corporation or Limited Liability Company Protect You from Yourself? http://www.jdsupra.com/legalnews/will-a-corporation-or-limited-liability-55959/?utm_source=jds&utm_medium=twitter&utm_campaign=bizlaw
We always talk about intellectual property and social media here. It’s a growing area and no one really knows how some things are going to shake out. AND it’s growing faster than things CAN shake out in some cases. Here’s a new one re: copyright. What’s the impact of Pinterest on your copyrights? Let It Slide: Copyright Infringement On Pinterest http://www.jdsupra.com/legalnews/let-it-slide-copyright-infringement-on-04280/?utm_source=jds&utm_medium=twitter&utm_campaign=bizlaw
Crowdfunding is another issue where things are taking off much faster than the legal framework can adapt. Here’s a good article on some points to consider before you jump in. How To Make Sure Your Crowdfunding Dreams Don’t Turn Into An Investor Relations Nightmare http://techcrunch.com/2012/08/05/how-to-make-sure-your-crowdfunding-dreams-dont-turn-into-an-investor-relations-nightmare/
Here’s another Nina Kaufman item. Great little video about Terms & Conditions on your website. Think you only need to worry about that if you sell online? You’re wrong. Tune in. 3 Reasons Why Your Website Should Include Terms and Conditions http://www.entrepreneur.com/video/223931
While we’re touting Nina, here’s another of her videos on an oft-overlooked subject. Who is your partner? Do you know who you’re getting into business with? You better! Sometimes it’s easier to get divorced from a spouse than to disengage from a business partner. How to Know If a Business Partner is Right for You. http://www.entrepreneur.com/video/224127 also, be sure to follow Nina Kaufman at @ninakaufman on twitter.
This article sounds like it’s directed at big business, but the principles apply to every innovator (as a small business owner, that’s you!) and it’s worth a read. The Planning Fallacy and the Innovator’s Dilemma http://blogs.hbr.org/anthony/2012/08/the_planning_fallacy_and_the_i.html?awid=7946997658421232138-3271
In Oklahoma, they’ve formed a brewing cooperative. It’s a different legal structure that has advantages and disadvantages of its own. Looks like it’s working out for them right now. Oklahoma City brewing cooperative aims to grow beer culture. http://newsok.com/oklahoma-city-brewing-cooperative-aims-to-grow-beer-culture/article/3697637#ixzz22glEIQ8g
One of my favorite subjects: North Carolina Beer! Here’s a guide for you out-of-towners. No place like foam: Your guide to cool microbreweries in North Carolina http://www.chicagotribune.com/travel/vs-travel-north-carolina-microbreweries-20120730,0,1960437.story
Still on NC… Boulevard Brewing jumps on the bandwagon with distribution. Many breweries are leap-frogging over other surrounding states to get into the NC market. Boulevard Brewing Company Entering Georgia and North Carolina in 2012 http://www.brewbound.com/news/boulevard-brewing-company-entering-georgia-and-north-carolina-in-2012
More on NC! Oskar Blues to start production in Brevard in December http://www.blueridgenow.com/article/20120805/ARTICLES/120809916
On the other end of the spectrum, how would you like to be labeled with “only” and “first” when it’s something the rest of the country doesn’t see as a big deal? Beer from here: Alabama’s only brewpub opens at Heroes in Weaver http://www.annistonstar.com/view/full_story/19718633/article-Beer-from-here–Alabama%E2%80%99s-f%E2%80%8Airst-brewpub-opens-at-Heroes-in-Weaver?instance=home_lifestyle (by the way, Good for them!)
Here’s a question I come back to again and again: If you’re a brewer/brewery, how do you balance between what you like to brew/drink and what sells the best? Here’s one take from Magic Hat (the article is mostly about Angel City Brewing, but scroll down). Under wing of new owners, Angel City Brewing begins again http://www.latimes.com/entertainment/news/la-et-angel-city-20120803,0,3552857.story
Nice little article out of Columbus OH on how beer gardens are changing the “bar” experience. Even at public venues.Gemütlichkeit! Beer gardens fare well http://www.dispatch.com/content/stories/local/2012/08/05/beer-gardens-fare-well.html
Good discussion of how the Beer Business reflects (or is reflected by?) the global economy. The State Of The Beer Industry Perfectly Reflects The Global Economy http://www.businessinsider.com/beer-a-reflection-of-the-world-economy-2012-7
Unless you’ve been living under a beer-deprived rock for the last few years, you know that collaboration projects are on the rise. They’re a great way to build the beer culture, share ideas, and create new and exciting beers. What makes a good collaboration (on a business/legal level)? Best Practices for Successful Collaboration http://www.jdsupra.com/legalnews/best-practices-for-successful-collaborat-97122/?utm_source=jds&utm_medium=twitter&utm_campaign=bizlaw
This may be the year for mega-deals in the beer business. By August, the total amount changing hands is over $35 billion (that’s with a “B”). In deals, brewers hop to it. http://www.jg.net/article/20120805/BIZ/308059961/1031/BIZ
Despite the consolidation in some markets/segments, in the US, we’ve hit a 125 year high in total number of breweries. Woot! BREWERS ASSOCIATION REPORTS 2012 MID-YEAR GROWTH FOR U.S. CRAFT BREWERS http://www.brewersassociation.org/pages/media/press-releases/show?title=brewers-association-reports-2012-mid-year-growth-for-u-s-craft-brewers
Just for fun
Being a Trekkie (and I still use Trekkie, not the new-fangled “Trekker,” I’m old-school like that), I though this was an interesting infographic. The Science of Star Trek http://cheezburger.com/6493989888 or http://i.imgur.com/PAfaT.jpg
- What will you drink on International Beer Day? (mnn.com)
- SaveOnBrew Helps Small Beer Retailers and Brewers Capitalize on Growing Craft Beer Trend (prweb.com)
- Fears brew that Israel’s bubbling beer culture could be flattened by tax hike (timesofisrael.com)
- ‘Hyper growth’ in Michigan beer industry could exhaust shelf space, says Founders president (mlive.com)
- Wind Down Your Summer with Three August Beer Festivals (jaunted.com)
- Boulevard will start serving up its latest beer this month (bizjournals.com)
- TTB Rejects “Prostator Smoked Doppelbock” Label (lyke2drink.blogspot.com)
- How To Take Your Home Brewing Operation To The Next Level (lifehacker.com.au)
- Canning Factories On Wheels Rev Up The Beer ‘Canvolution’ (wnyc.org)
- Reboot Charlotte: Breweries Tap Into NoDa’s Artistry (foxcharlotte.com)
It’s that time again! It has been a busier week than I had realized, there’s a lot to cover, so get ready. Here’s my summary of the best articles in (small) Business and (craft) Beer
This year has some special issues going on for personal and corporate/business taxes. Here’s a good summary of upcoming changes that you need to know about The Fiscal Cliff: 3 Tax Changes You Need to Know Are Coming: http://www.entrepreneur.com/blog/224051
When you’re a startup company, you need a lawyer (whether you think you do or not). One question comes up: do you pick a lawyer from a big firm or a small firm or solo? Hiring a Lawyer for Your Startup – Big Firm or Small Firm? http://www.jdsupra.com/legalnews/hiring-a-lawyer-for-your-startup-big-f-23236/?utm_source=jds&utm_medium=twitter&utm_campaign=bizlaw
The title says it all: What to Know About Investing in Your Own Business: http://smallbusiness.foxbusiness.com/finance-accounting/2012/07/16/what-to-know-about-investing-in-your-own-business/
Every business has that one (or sometimes more than one) employee that’s a little… out there. I’m thinking red Swingline staplers here. How do you deal with them? Especially if their the wunderkind that’s helping you stay afloat? How to Manage Your Smartest, Strangest Employee: http://blogs.hbr.org/cs/2012/07/how_to_manage_your_smartest_st.html
Since we’re talking about employees here, have you ever had anything go… missing? If you run a business with employees, you need to understand your legal rights (and obligations) regarding employee theft. Employee Theft and Fraud in the Workplace: Legal Considerations http://smallbusiness.jdsupra.com/post/employee-theft
Working for tips? What are the tax rules around tips? Think you know? You may not. When is a Tip Not a Tip? – When the IRS Says So. http://smallbusiness.jdsupra.com/post/when-is-a-tip-not-a-tip-when-the-irs-says-so?utm_source=jds&utm_medium=twitter&utm_campaign=bizlaw&utm_term=+&utm_content=+
Here’s the “hot sheet” of current Employment Law trending topics -> Lewd Conduct, Lactation Accommodation, and Other Steaming Hot Employment Law News! http://www.jdsupra.com/legalnews/lewd-conduct-lactation-accommodation-a-84063/?utm_source=jds&utm_medium=twitter&utm_campaign=bizlaw
Veering away from employees and over to leadership, here’s a good article on how leaders make the bridge between the strategic and the tactical. How Smart Leaders Translate Strategy into Execution: http://blogs.hbr.org/cs/2012/07/how_smart_leaders_translate_st.html
Can’t let a week go by without a social media legal issue. This seems like a “duh” moment, but, if you didn’t know… You Don’t Own Your Tweets: http://www.jdsupra.com/legalnews/guess-what-you-dont-own-your-tweets-45112/
(Craft) Beer Business
eBay auctions for beer bottles that just *happen* to be full (wink wink nudge nudge) have been an ongoing issue for the Craft Beer industry. Here’s Cigar City’s take. An eBay Auction that the Brewery Embraces: http://beerpulse.com/2012/07/an-ebay-auction-that-the-brewery-embraces/
Trader Joe’s has their house brand(s) of beer contract brewed at some very respectable breweries and offer some seriously good beer at reasonable prices. But… there’s trouble “brewing” in TX. Dispute Brewing at Trader Joe’s: http://www.star-telegram.com/2012/07/15/4101255/dispute-brewing-at-trader-joes.html
Midwestern (and global) drought. It’s starting to show signs of impacting the food market for grain. Will beer and rbewers be impacted? Grain Prices Pushed to Record Highs: http://www.reuters.com/article/2012/07/20/us-usa-drought-idUSBRE86F1D420120720?feedType=RSS&feedName=environmentNews&utm_source=feedburner&utm_medium=feed&utm_campaign=Feed%3A+reuters%2Fenvironment+%28News+%2F+US+%2F+Environment%29
Jolly Pumpkin et. al. getting a new, expanded, operations base. Northern United Brewing Company (owners of Jolly Pumpkin Artisan Ales and other beer brands) is opening an larger brewing facility in Dexter MI. Thank goodness Ron Jeffries will still be overseeing the beer! Jolly Pumpkin’s Parent Company Opening New Facility Expandable to 150k Square Feet: http://beerpulse.com/2012/07/jolly-pumpkins-parent-company-opening-new-facility-expandable-to-150k-square-feet/
We’ve talked about cans before (“That’s right, cans.”), but have you considered that some beers or brands might work better in cans than in bottles, simply because it’s in a can? Here’s Midnight Sun’s Experience, “[they did ] ‘okay’ in our 22-ounce bottles…. When we put them in cans, they started flying off the shelves….” Alaska Beers Get Canned: http://www.anchoragepress.com/food_and_drink/brew_review/alaska-beers-get-canned/article_cb5ee510-d1ee-11e1-b3f9-001a4bcf887a.html
Just for Fun
If you don’t read Mental Floss, you totally should. Give it a day, or just follow them on Twitter. It’s addictive. http://mentalfloss.com/
- Three Matts new brewers in capital (stuff.co.nz)
- Capital’s craft beer reputation grows (stuff.co.nz)
- Reboot Charlotte: Breweries Tap Into NoDa’s Artistry (foxcharlotte.com)
- Small Brewers Are Fermenting Hope for Passage of Brewery Law (njspotlight.com)
- Minn. Craft Beer Gives All To Fight Invasive Species (minnesota.cbslocal.com)
Wait, no. I mean intentionally a non-profit organization? I’m sure there are plenty of brewer/owners out there that would readily admit that their business is currently a “non-profit.” I mean, in the legal, tax-status sense.
And the answer is: maybe.
Classic lawyer-speak, “maybe.” What I really mean is that maybe you could, but I don’t think you would want to. But here’s what goes into the analysis:
In order to be a non-profit organization, you have a “charitable purpose.” You can fill out your state paperwork to incorporate as a non-profit corporation (for example, in NC) and be an “entity.” But then, to get the tax benefits, you need to apply for tax exempt status at the IRS. NC, like many states, simply follows the Federal decision on whether your company is tax exempt or not. And, here’s the kicker, a main goal of your company cannot be “to make money.”
If I can’t make money, why would I start a company? – I hear you ask. Well, the answer to that is, generally, you wouldn’t.
But, there are those that want to give back to the community, help out the less advantaged, etc, without assuming all the personal liability or to go after serious fundraising. I work with several non-profits that focus on everything from providing job training to at-risk youth to providing a home for abandoned children. That’s what the non-profit business structure is made for and where it works best.
Well, can’t I make a little money? – Aha! Sure enough, there’s an entity called an L3C or Low-profit Limited Liability Company.
Many states allow L3Cs, such as NC, but many states do not, so you need to be sure of what your state does and doesn’t allow. L3Cs, generally, are sort of a hybrid between non-profits and for-profits. For an L3C, the state expects you to (1) have a business that makes money and (2) have a “charitable purpose” that uses the money that the business makes. A good example might be a church or community thrift store. No one opens a church thrift store thinking they’ll retire to the bahamas in a few years. It’s meant to be low-profit. An L3C, just like a non-profit, can pay employees and raise funds. What it can’t do is “intend” to make money for the sake of making money or for the sake of the owner(s).
But what about breweries?
So, how does all that relate to a brewery? Well, as a start-up, a brewery (at least typically) has a long, tough slog to get to being profitable. Could a brewery be a non-profit during that time to ease the expenses (especially the taxes). Answer: No.
The State, and especially the IRS, are going to say that you don’t have a charitable purpose as the goal of the business – so you won’t get your tax-exempt status. Even if you did get your tax-exempt status, you’d lose it eventually as you paid the owners more and more over time, then the IRS might come after your for tax fraud (remember, it brought down Capone!).
Could a brewery be an L3C? Well, yes, actually.
Let’s take the Trappist Abbey of St. Sixtus of Westvlateren as an example (assuming that Westvleteren was in North Carolina – aside: wouldn’t that be AWESOME?!?). The monks at the Abbey have often been asked if they’re going to increase production. They’ve replied (I’m paraphrasing here) “We brew beer so we can afford to run the Abbey and be monks, not the other way around.” This attitude and set-up would be a perfect model for an L3C: a business tightly linked to a charitable purpose where there is little or no excess profit.
But, Westvleteren is a special situation. After all there are only 7 Trappist breweries in the world. It would take a very special set of circumstances for a brewery to want to be an L3C organization and for an L3C to fit the business plan/model.
So, I’ll end this the way I started, I think a brewery could be a non-profit or an L3C, but I’m not sure that a brewery would want to.
- TurboTax – Are 501C3 Stock Investment Profits Tax-Exempt? (turbotax.intuit.com)
- Roald Smeets – Westvleteren Brewery (roaldsmeetsbeerinbelgium.wordpress.com)
- IRS Announces that 501(c)(3) Non-profit Organizations which Lost their Tax Exempt Status Are Now Eligible to Apply for Reinstatement (prweb.com)
- Heightened Scrutiny on Non-profits by IRS (getirshelp.com)
- IRS workshops help nonprofits retain tax-exempt status (jsonline.com)
- An Open Invitation for Heart-Centered Entrepreneurs:July 9th Launch of Special Q&A Sessions to answer questions on Non-Profit,501©(3),Tax Exempt and Funding processes (prweb.com)
- Ann Arbor-area brewer helps craft new state rules for small breweries (annarbor.com)
I’ve been thinking about the Big Beer companies, the big and the getting-bigger companies.
The story starts a few weeks ago. I had been watching a thread on a forum where a homebrewer started off by saying something like “I can’t drink macro lager anymore. I can’t believe anyone who like craft beer can stand to drink that other stuff.” There were a lot of comments like “I can’t drink that swill,” or “there’s no substitute for flavor.” There were some comments to the tune of “yeah, but at the ball park or the beach on a hot day,” or “I still have a macro beer at a party now and then.”
So here’s my thinking: Whether you like their product or not, you have to give credit to the breweries that are turning out light american lager on a global scale. Any homebrewer that has tried to do it can tell you that Light American Lager is a *very* difficult style to brew and brew well. Yet, here are the massive companies turning out millions of gallons of the stuff all over the world and achieving flavor and production consistency that most small commercial brewers can only hope to emulate. Clearly, these macro breweries know their business and have the brewing down to a science. Folks like AB-InBev, MolsonCoors/SABMiller have developed, used, re-invented, and forgotten more beer science than most people will ever know. They have their process control tight and their Quality Control tighter. They know how to brew beer.
And they’ve got money. And they’re not stupid – they’re watching the steady growth of craft beer year over year. And they’ve got to want in. Examples of attempts include everything from AB-Inbev’s Shocktop and Amberbock to MolsonCoor’s Blue Moon. Some forays are more successful than others (Budweiser American Ale anyone?).
So: (1) they’ve got the money (i.e. capital to invest), (2) they’ve got the science know-how, (3) they’ve got creative people (surely out of those hundreds of thousands of employees, someone’s got to be creative right?), and (4) they’ve got the marketing and desire to do it. Why aren’t they bigger players in the craft beer segment. Some have turned to buying up craft breweries to help augment their foothold, but these guys are science and marketing juggernauts, why do they struggle with getting into craft beer?
This seems like a conundrum from the outside. I have my thoughts on why this is, I’m sure you do too. My question here is, what do you think the long term role of the marcro beer companies is going to be in the craft beer market segment?
- Budweiser: The Great American Lager No More? (winemag.com)
- Why the hell would you open a brewery? (jslawcenter.wordpress.com)
- For the Love of the Craft Brewer (winemag.com)
- Oregon craft beer production up 5.5 percent in 2011: 1.168 million barrels (oregonlive.com)
- “Budweiser, Coors & Miller aren’t brewed by American companies. Support your local craft brewery this 4th of July.” (elephantjournal.com)
- MillerCoors Nabs Nine Medals at 2012 World Beer Cup (sacbee.com)