Employers have long been required, in accordance with various federal and state laws and regulations, to provide notices to their employees concerning their rights. Thanks to COVID-19, most North Carolina employers can add to that list. In particular, employers should be aware of the following additional notices obligations: The Families First Coronavirus Response Act (“FFCRA”) provides employees of covered employers with paid sick and other leave related to COVID-19. Employers are required to post notices to employees, which posters can be downloaded for free at https://www.dol.gov/agencies/whd/pandemic. Pursuant to newly enacted, emergency rule 04 NCAC 24G .0102, employers must, at the … Continue reading
Category Archives: Corporate Law
“Let’s Have Our Meeting or Convention Online!”
Due to the Coronavirus, in the last several weeks we have received a lifetime’s worth of questions about moving in-person business meetings and conventions to some type of electronic format. Our firm’s two Professional Registered Parliamentarian attorneys have assisted many clients in doing just that—board meetings, annual meetings, houses of delegates, etc. However, before jumping online there are considerations that should be addressed. Is an Electronic Meeting or Electronic Voting Allowed? There are two main online approaches to conducting business: (1) an electronic meeting and (2) electronic voting. An electronic meeting attempts to mirror an in-person meeting to some extent—members … Continue reading
The Coronavirus, Flu, and HOA/Condo Nonprofit Association Meetings
This is one of three articles on dealing with the Coronavirus and its impact. This blog looks at how association boards and members transact business outside of in-person meetings. See also Coronavirus: What Should Homeowner and Condominium Associations Do? and “Let’s Have Our Meeting or Convention Online!” As of today (February 27, 2020), estimates are that the Novel Coronavirus has infected 80,000 people worldwide, and killed 3,000. Flu statistics are even more shocking, with about 26 million Americans infected and 14,000 U.S. deaths. While I hope these crises will soon go away, we have been asked what to do if … Continue reading
Annual Reports Due April 15, 2020
It’s that time of year again when most entities, with only a few exceptions (such as non-profits), that conduct business within the State of North Carolina are required to file an Annual Report with the North Carolina Secretary of State. More specifically, entities will be required to both submit their Annual Report and to pay the accompanying fee by April 15, 2020. Annual Reports can be filed quickly and easily through the North Carolina Secretary of State’s user-friendly website (https://www.sosnc.gov/divisions/business_registration). Although it may be tempting to click through the screens to quickly complete and submit the filing, business officers and … Continue reading
Community Associations and Registered Agents
All North Carolina nonprofit corporations are required to maintain a registered office and registered agent pursuant to § N.C.G.S. 55A-5-01. However, many board members, and some association managers, may not fully understand the purpose and duties of the registered agent. The registered agent’s sole duty is to keep the nonprofit corporation apprised of any notices, processes or demands served on the agent on behalf of the entity. For example, property taxes may be owed on property owned by the association and the local tax department may need to submit bills to the association. Local government does not keep up with … Continue reading
Should an Announcement of Election Results Include Votes by Candidate?
This question was recently asked on a national HOA/condo list serve: “In a board of directors election, should the vote totals by candidate be released to the membership?” Without question, the answer of how election results are announced could vary by state, depending on state statutes. If a statute provides a specific process for elections, that process should be followed. Similarly, if the organization has clear provisions in its governing documents, such as the bylaws, follow that process. However, for associations that follow Robert’s Rules of Order Newly Revised, either due to state law or the governing documents, there is … Continue reading
New Firm Facebook Page
Law Firm Carolinas has a new Facebook page where you can keep up with firm activities, read recent blogs, and find out where attorneys are speaking (and includes a photo from this morning’s Piedmont Education Breakfast where Steve Black spoke on Declaration Amendments: Pandora’s Box)? The new page can be found at www.facebook.com/BlackSlaughterBlack. We ask that you follow it, like it, and share it!
Annual Report Reminder
Entities conducting business within the State of North Carolina are required, with only a few exceptions, to file an Annual Report with the North Carolina Secretary of State every year by April 15th and to pay the accompanying fee with their submission. It is an easy task to overlook, but one that business owners or officers should take care not to miss! While an entity caught sleeping will not likely be dissolved immediately, failure to file Annual Reports will eventually result in its administrative dissolution, thus leaving individual owners exposed to personal liability for debts and other wrongs that might … Continue reading
Update on Changes to Overtime Requirements Under Fair Labor Standards Act
The Fair Labor Standards Act (commonly referred to as the FLSA) applies to most employers throughout our country and, indirectly, their employees. The FLSA sets the floor or minimum wage that must be paid to employees and dictates when employers are required to pay overtime to their employees. An exception to such overtime requirement has long existed for administrative employees paid a set salary in excess of $23,600.00 per year. In 2016, the Department of Labor announced changes to the minimum salary level, which changes would have raised the threshold to $47,476.00 per year. Shortly before the changes were to … Continue reading
NC HOA/Condo Directors — Duties, Standards of Conduct, and Liability
Congratulations! You’ve just been elected to your HOA/condo association board of directors. Your new position shows your fellow members respect you and trust your judgment. By the way, did anyone describe your duties or mention that you could be financially responsible for actions? DIRECTOR DUTIES Almost without exception North Carolina community associations are incorporated nonprofit corporations. While that’s different than for-profit corporations (and governed by different statutes), the directors of both have similar duties. Directors of community association must: (Association boards must also conduct their business/make decisions properly, which is a different consideration–see HOAs & Condos: Follow Your Bylaws & Proper … Continue reading
Statutory Update: Passage of the Assumed Business Name Act
“Statutory Update: Passage of the Assumed Business Name Act” blog by Adam Marshall at Law Firm Carolinas. Continue reading
New Charlotte Address & Firm News
We’re excited to announce our new, larger Charlotte office! Note our new Charlotte address: 1927 South Tryon St., Suite 100, Charlotte, NC 28203. The Charlotte phone number at 704-970-1593 remains the same. This has been a busy and exciting year for our firm, so here are some updates and recent recognitions: We look forward to an exciting and busy 2018!
AVOIDING CORPORATE DEADLOCK
Corporations, limited liability companies and other entities have become a standard resource or mechanism to help individuals shield themselves from personal liability when going into business, holding investments, or otherwise entering into a variety of undertakings. The ever increasing use of such structures, however, can sometimes lead to other, unanticipated problems, particularly when the shareholders or directors of an entity cannot agree on matters impacting the entity. In a worst case scenario, disagreements can escalate and eventually lead to complete gridlock, negating many of the advantages and corporate opportunities that once existed. In order to avoid such gridlock and protect … Continue reading
Do You Know Who Your Registered Agent Is?
North Carolina corporations, whether for-profit or nonprofit, must have a registered agent name filed with the NC Secretary of State. Planned communities (i.e., homeowner associations) created on or after January 1, 1999 by statute must be incorporated. And almost all homeowner and condominium associations in North Carolina ARE incorporated, regardless of when they were created. So an important question is, “Do you know who your registered agent is?” Finding Your Registered Agent The process of determining your current registered agent is fairly straightforward. Just visit the Secretary of State’s corporate search page and search for your corporate name (be careful, as different corporations often … Continue reading
Purchasing a Dental Practice? Things to Consider
Whether you are a recent Dental School graduate, will be graduating in the near future, or have been working for some time in another practice, the decision to purchase an established dental practice may be your biggest career decision. It is important that you do your homework and assemble a competent team of advisors, such as an experienced CPA and attorney, to help make sure that you have a successful transition into owning your own business. The following is a list of items to consider in the purchase process: Finding the Practice: Before you ever approach your attorney about purchasing … Continue reading
Changes to Overtime Requirements Under Fair Labor Standards Act Blocked
Employers and employees throughout the United States were significantly impacted yesterday following the issuance of a nationwide preliminary injunction entered by the U.S. District Court for the Eastern District of Texas. But for the Court’s ruling, which held that the Department of Labor exceeded the authority delegated to it by Congress in making changes to the overtime requirements of the Fair Labor Standards Act (“FLSA”), new regulations modifying the long-standing overtime requirements were set to go into effect, after approximately two years of public comment, consideration and advance notice, on December 1, 2016. Today, many employees and employers, who have … Continue reading
Corporate Veil or Corporate Fail?
By creating a corporate entity (whether it is an S-Corporation, C-Corporation or a limited liability company), many smart business owners seek to create an additional layer of protection between their personal assets or that of their family and the potential liability that can arise when operating a business. Unfortunately, what many do not realize is that simply creating the entity isn’t necessarily enough to achieve or maintain that protection. After the Articles of Incorporation or Articles of Organization, depending upon whether you decided to create a corporation or a limited liability company, have been filed and accepted by the North … Continue reading
ANNUAL REPORTS DUE TO NORTH CAROLINA SECRETARY OF STATE
With only a few exceptions (for instance, non-profit corporations), entities are required to file an Annual Report with the North Carolina Secretary of State by April 15th and to pay the accompanying fee with their submission. Some business owners may not realize this requirement, while others may be so busy attending to the day-to-day affairs of their business that they forget to do so. The process to file an Annual Report with the North Carolina Secretary of State is not difficult. Many individuals quickly handle the task themselves online or allow their accountant to do so when preparing their tax … Continue reading
Criminals Need Not Apply
Employers today face a wide variety of concerns when hiring new employees. Can the business afford the costs associated with additional personnel? What job functions must the new employee satisfy? What skillsets are required? How is the newly hired individual going to interact with its customers and, just as importantly, its other employees? More and more often, employers are turning to pre-employment criminal background checks as a means of answering or managing the perceived risk associated with at least some of these questions. Seem reasonable? Perhaps, but such checks can also open the door to even greater problems and potential … Continue reading
How to Chair a Convention or Large Membership Meeting
Most of the time, I seem to be advising boards on how to run less formal meetings. That’s because the major parliamentary authorities, such as Robert’s Rules of Order Newly Revised (12th Edition) and The Standard Code of Parliamentary Procedure (“Sturgis”), recognize that boards with not more than about 12 members present can follow more relaxed procedures (and only be more formal if the circumstances require it). For examples of smaller board procedure, see Board Procedures Versus a Membership Meeting or Convention. Even so, you will occasionally encounter larger meetings—homeowner or condominium membership meetings, conventions, church meetings, shareholder meetings, membership meetings of … Continue reading