Exploring a Benefit Corporation for your Business Venture

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I have recently seen rising interest on the part of entrepreneurs in filing as a benefit corporation. However, upon discussing the choice, I have come to realize that many need more information about the basics of this type of corporate entity. The following is a basic beginner’s guide to the benefit corporation. The whys of […]

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The whys of it
Entrepreneurs are increasingly interested in doing well by doing good. They want to bring together the idea that a business can have a positive impact on social and environmental goals whilst also turning a profit. They are ultimately looking for the tax benefits and legal protections of incorporation while concurrently holding themselves to a higher standard on social and environmental issues.

Realistically, traditional for-profits and nonprofits are not designed for the simultaneous pursuit of social, environmental, and financial bottom lines (also known as the “Triple Bottom Line”). The conventional idea of a business is that its sole purpose is to create value for shareholders — the pursuit of profit and infinite growth regardless of the cost to society or the environment. Traditional corporations can form for any lawful purpose but have no explicit public-benefit requirement.

The benefit corporation expands a company’s purview to take into consideration the interests of all stakeholders, not just shareholders. This in turn helps to ensure that the core values of the business are maintained for the long-term. This is not to say that these entrepreneurs are not interested in profit, but rather in balancing the firm’s fiduciary duty between its shareholders and stakeholders.

Reasons entrepreneurs have given for consideration of benefit-corporation status cover a broad range of topics including: leading a movement by voluntarily complying to higher standards, differentiating from competitors, attracting and engaging the workforce (especially those currently age 35 and under), and measuring their performance against peers.

Where can benefit corporations form?
Benefit corporations are guided by state law. Currently 31 states have enacted benefit corporation laws including New York State (NYS) which enacted legislation in 2011. Benefit-corporation filings in this state are overseen by the Department of State, Division of Corporations.

The division says that benefit corporations are formed for the purpose of creating a “general public benefit.” General public benefit is further defined as “material positive impact on society and the environment, taken as a whole, as assessed against a third-party standard, from the business and operations of a benefit corporation.” Ultimately, the benefit corporation, not the state, has the responsibility to determine what is deemed a material positive benefit.

How you go about forming a benefit corporation in NYS?
Following are the simplified steps to forming a benefit corporation in NYS.

1. Consider entity choice and what it means for taxation

While the benefit corporation has the feel of a hybrid legal entity that blends elements of nonprofit and for-profit corporations it is taxed like a traditional corporation and in NYS your underlying entity type will be either an S-corporation or C-corporation.

2. Consider legal requirements that may prevent filing as a benefit corporation

Verify your industry does not have requirements that would prevent it from opting to be a benefit corporation (typical examples would be professional corporations including attorney, insurance, or doctor’s practice).

3. Review and understand governance requirements

Understand ongoing governance issues such as the mandatory annual filing requirements affecting benefit corporations. In NYS, benefit corporations must file an annual report within 120 days of the end of the corporation’s fiscal year-end with the New York Department of State.

4. Prepare and file forms to incorporate as a benefit corporation

Online and paper filings are allowed for benefit-corporation formation in NYS and currently require a $125 fee for incorporation.

An existing corporation has the option to convert to a benefit corporation by amending its certificate of incorporation. For more information, visit the Department of State, Divisions of Corporations website: https://www.dos.ny.gov/corps/index.html.

Certain circumstances may dictate that your company become or stay an LLC (limited-liability corporation). While an LLC is not an entity type that can be used to file as a benefit corporation, the LLC has the option to make an amendment to its articles of incorporation. This allows the intent to operate under the spirit of a benefit corporation.

B-Corp certification vs. benefit corporation
Be aware that B-Corporation certification is different from benefit-corporation status. B-Corp certification is a third-party designation offered by B-Lab.

Karen Livingston is a state-certified business advisor at the Small Business Development Center (SBDC) at Onondaga Community College. Contact her at livingsk@sunyocc.edu

Author’s note: The information contained in this article does not constitute legal advice. It is provided solely as a reference. You should consult with a legal representative or accountant before taking any actions.

State issues plan to cut methane emissions

Energy, Environment & Sustainability, New York News, Subscriber Only

New York’s methane-reduction plan includes 25 steps that seek to reduce methane emissions from the landfill, oil and gas, and agricultural sectors across the state. Gov. Andrew Cuomo released the plan on May 17. The governor wants New York to implement the actions by 2020 as part of the state’s strategy to reduce greenhouse-gas emissions

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The governor wants New York to implement the actions by 2020 as part of the state’s strategy to reduce greenhouse-gas emissions 40 percent by 2030 and 80 percent by 2050, from 1990 levels, Cuomo’s office said.

The New York State Departments of Environmental Conservation, Agriculture and Markets, Public Service, and the Energy Research and Development Authority, in conjunction with the New York State Soil & Water Conservation Committee, will implement the plan.

“With this action, New York will continue to shrink our carbon footprint by reducing emissions that contribute to climate change,” Cuomo said in a news release.

About the plan
The methane-reduction plan will address many sources of methane emissions including the pursuit of methane reductions at both active and inactive landfills.

Cuomo also wants to limit methane emissions from new and existing oil and gas wells.

In addition, the plan would support energy production or capture and combustion of methane gas at farms and landfills.

It would also develop methane-reduction criteria in state-funded programs for agriculture.

The plan would also deploy methane-detection systems to enhance detection of leaks in residential areas and utilize incentive programs for addressing methane leakage in utility and customer-owned pipelines that prioritize safety and climate change mitigation.

Methane is second only to carbon dioxide in its contribution to climate change, Cuomo’s office said. Representing almost 10 percent of the state’s annual greenhouse-gas emissions, methane reduction is a “key piece” of New York’s policies to address the “risks” from climate change, it added.

The plan seeks to lower methane emissions; establish “more robust” monitoring methods so that methane sources can be fully documented; increase support and information sharing among agencies and partners; and seek stakeholder involvement to “enhance” current regulatory and funding efforts.

Federal activity
The state’s methane-reduction plan comes at a time when federal environmental regulators are taking a different approach, taking steps to reverse regulations set up by the previous administration.

In recent weeks, the federal government has moved to “abandon” three major efforts to address methane pollution, Cuomo’s office said.

The U.S. Environmental Protection Agency (EPA) on March 2 dropped its development of a regulatory approach to reduce methane emissions from existing oil and gas wells. EPA has also indicated that the agency is reconsidering its 2016 standards limiting emissions from new oil and gas development.

In addition, the federal government is seeking to repeal or “weaken” U.S. Department of Interior rules to reduce methane emissions from oil and gas projects on federal lands,
Cuomo’s office said.

DEC launches I BIRD NY initiative to promote bird-watching

Energy, Environment & Sustainability, New York News, Subscriber Only

The New York State Department of Environmental Conservation (DEC) recently announced the launch of I BIRD NY, an initiative to increase access to the state’s natural resources and promote low-cost opportunities to connect with nature. The I BIRD NY program launch took place at the Utica Marsh Wildlife Management Area (WMA) in Oneida County where

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Albany’s Most Ridiculous: 10 Bills You Won’t Believe They Proposed

Law, Accounting & Taxes, New York News, Opinion, Subscriber Only

While New Yorkers have been struggling to make ends meet, get to work, and even trust their government, legislators have spent time crafting proposals so ridiculous they’re laughable. Reclaim New York sifted through thousands of bills, and found more than two dozen frivolous pieces of legislation to boil down to the 10 most ridiculous. “New

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While New Yorkers have been struggling to make ends meet, get to work, and even trust their government, legislators have spent time crafting proposals so ridiculous they’re laughable.

Reclaim New York sifted through thousands of bills, and found more than two dozen frivolous pieces of legislation to boil down to the 10 most ridiculous.

“New Yorkers want financial relief and their faith restored in government,” Brandon Muir, Reclaim New York executive director said. “But instead of addressing these concerns, the legislature is spinning its wheels on measures that give tax breaks to bees, or allow ballot selfies.”

Here are the top 10 most ridiculous proposals from Albany this legislative session:

10. Telework Task Force, A.45

The idea that New Yorkers need six government agencies, and legislative liaisons, to band together in yet another task force to tell them whether telework is a helpful practice or not is absurd.

9. No animal “death drones,” A.1437

This legislation would head off the wildlife version of Terminator, and prevent people from using unmanned drones to hunt and kill animals.

8. Tax break for bees, A.37

No offense to bees, but our tax code is already one of the most complicated in the U.S. before adding a sales-tax exemption for the sale of bees. Human New Yorkers are getting stung every day by high taxes, and too many flee out of state, but politicians might give bees a break.

Bee more serious Albany.

7. Ballot selfies, A.5215

Legislators take a shot at grabbing the social-media spotlight with a bill to make it legal to take selfies in the voting booth.

Your vote is what matters, not the “like” count of your social-media post.

6. Making it easier to officiate a wedding, A.1137, and S.5858

This could allow the state to give individuals a license for just one day to officiate a wedding. This would allow your best friends to upgrade from embarrassing you during reception speeches, and get started during the official ceremony.

5. Life & death measures for some animals, A.7778, A.7908, A.5586

If you’re a mourning dove, there’s a bill that would declare you a migratory game bird, which means you can be legally hunted — and now you can live up to the name.

The north cricket frog has been living the protected life on the endangered species list, but there’s a proposal to return them to the state of nature. Gulp.

And if you’re a pheasant who’d like a larger family, the state may not be of help if it quits participating in artificial pheasant propagation activities.

4. Seafood marketing task force, A.6893

Albany can’t possibly think a bigger task force is going to help seafood businesses escape the jaws of the nation’s second-worst business-tax environment. The state might think about making New York’s waters more friendly with tax relief and regulatory reform, rather than acting fishy with a showy task force.

3. Children’s book contest, A.47

This bill would direct the commissioner of education to run a contest every two years to pick the best children’s book — it’s the literary version of the state’s failed “economic development” strategy. The “Hunger Games” should win every time, which means New Yorkers lose.

Meanwhile, the state’s students need better basic education, not bells and whistles, as New York’s middle-schoolers have fallen to 34th in national reading and math rankings.

2. Declare “black dirt” the state dirt, A.7854, S.989

This bill would also declare the black dirt region as “home to the most fertile soil.” The state’s opinion on soil fertility isn’t going to make a difference. Making our grocery shopping costs lower would make a difference though.

New York already has a state dirt, “Honeoye.” The legislature didn’t get to pick that one though, so now it is considering going rogue and selecting its own dirt.

1. Declare sweet corn the state vegetable, A.6493, S.3556

There’s a corny joke here somewhere… Having a designated state vegetable is frivolous enough on its own, but figuring out the state vegetable has been an ongoing drama for six years. That is still a lot less time than corruption has been a problem at the Capitol.

Only Albany could be so tasteless to table ethics reform, and wrangle with a question like, sweet corn or onion? Meanwhile most other states don’t have a state vegetable, and Washington’s “Walla Walla sweet onion” will never be beaten.

Reclaim New York (www.reclaimnewyork.org) says it is a nonpartisan, nonprofit 501(c)(3) organization that “empowers citizens, through education and civic engagement, to make New York a better place to live, work, and raise a family.” This article is drawn from a news release that the organization issued on May 26.

Disbelief in our Political System

Law, Accounting & Taxes, Opinion, Subscriber Only

I’ve had many conversations recently that convince me our country is divided into two political camps separated by a deep and uncomfortably wide gap. No, I’m not talking about liberals and conservatives, or pro- and anti-Trump voters. I’m talking about people who believe in politics and our political system, and people who don’t. I’ve found

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I’ve found the view of disbelief in our political system expressed most frequently among young people. I’ve spent some uncomfortable hours serving as a human pincushion for their pointed barbs about the system in which they’ve grown up.

They doubt our political institutions can be made to work, are suspicious of elected officials in general, and don’t believe that our democratic institutions can solve the problems faced by the country or help them as individuals. They’re disheartened by political polarization, by the dominant and excessive role of money in the process, and by the seemingly impregnable influence of special interests on the course of policy.

They’re convinced that people in power place their own interests ahead of the country’s interests. They certainly don’t see politics as an uplifting pursuit; I hear the word “messy” a lot, not as an objectively descriptive term, but as an expression of ethical disapproval.

They have a point. Yet I still consider politics a worthy profession. It can be pursued in a manner that deserves respect, even admiration. Sure, politics is “messy,” but not because it’s tainted or morally bankrupt. It’s messy because it often reflects deep-seated disagreements that are hard to resolve, with merit on both sides.

Politics is rarely a struggle between good and evil; it’s how we Americans try to make the country work better. It’s a means of resolving our differences through dialogue and compromise, rather than through ideological battle or pitched warfare.

So, I find myself wondering how those of my persuasion might win these young people over. Discourse matters, obviously. Tolerance of others’ views does, too. And I consider the 240 years of our history, despite all the obvious blemishes, to make a pretty good case for the political system’s accomplishments. Above all, we must encourage young people’s engagement with the problems we confront.

Those of us who believe in the system must shoulder the burden of persuasion. If we lose the argument and the next generation turns away, we face dangers and risks — chaos, authoritarianism — that are far worse than what we face now.

Lee Hamilton is a senior advisor for the Indiana University (IU) Center on Representative Government, distinguished scholar at the IU School of Global and International Studies, and professor of practice at the IU School of Public and Environmental Affairs. Hamilton, a Democrat, was a member of the U.S. House of Representatives for 34 years, representing a district in south central Indiana.

Jennifer Brockner

Banks & Credit Unions, People on the Move, Subscriber Only

Tioga State Bank has promoted Jennifer Brockner to VP of finance. She joined Tioga State Bank in 2002 as a customer-service representative and transferred to the finance department as an accountant II upon completion of her bachelor’s degree in accounting from Binghamton University. Brockner was later promoted to senior accountant/supervisor and finance manager.

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Dara J. Royer

Health Care, People on the Move, Subscriber Only

Dara J. Royer has been selected to launch and oversee Syracuse University’s newly integrated Division of Communications and Marketing as senior VP and chief communications officer, beginning Sept. 7. She currently serves as chief development and marketing officer at Mercy Corps, a global humanitarian organization; she is Mercy Corps’ first-ever chief marketing officer. Royer previously spent

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Carol M. Satchwell

Health Care, People on the Move, Subscriber Only

CAROL M. SATCHWELL has been named assistant dean for advancement at the S.I. Newhouse School of Public Communications at Syracuse University. Before joining Newhouse, she served as VP for institutional advancement at Cazenovia College. Satchwell previously worked at WCNY-TV & CLASSIC FM, the Public Broadcasting Council of CNY, where she held the positions of director

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Lisa Marchitelli

Insurance & Financial Services, People on the Move, Subscriber Only

Scalzo, Zogby & Wittig, Inc. has hired LISA MARCHITELLI as a commercial lines account manager. She has been a licensed property and casualty agent for more than nine years, working for independent agencies locally and in Arizona. Marchitelli has also been a teacher of business at Oneida County BOCES and has owned her own travel

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Bethany (Beth) Demarco

Insurance & Financial Services, People on the Move, Subscriber Only

BETHANY (BETH) DEMARCO has joined Preferred Mutual Insurance Company as manager of corporate marketing communications, consumer and market research. She has more than 15 years of experience in a broad scope of marketing functions and various management roles. DeMarco was previously director of marketing and alliances at Highstreet IT Solutions, LLC, where she established and

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