Chapter 3

We had leased two warehouses in Snohomish. Simon, Paul, and Aaron had taken on the tasks of supervising the return of all of the rental equipment. That included return of the porta potties, which had been completed, and the tables and chairs. They would then see that the equipment we owned was packed and sent to the warehouses, and finally, the tents and flooring were to be disassembled and stored in the warehouses. We would consult with them regarding the status of their completing these tasks during the coming weeks.

Updating our existing schedule was an ongoing task, but it only consumed a small part of our time. However, adding new subtasks and linking them to the schedule’s other subtasks could be a time consuming effort.

Shane had advised us on how to handle our assets. He recommended that we keep most of our assets and that we should sell the properties we had bought using Minnus Enterprises, our ‘Doing Business As’ company, to JAMP Leasing, which was one of JAMP Enterprises’ current subsidiaries. We were to also sell the properties JAMP Enterprises bought to JAMP Leasing. His advice for our stock and bond portfolios was to retain ownership of the portfolios, but to have JAMP Investments’ handle the management of our portfolios. Shane also advised me to retain ownership of the businesses that I inherited from Charles and to have JAMP Management handle the management of the properties. To implement his recommendations, JAMP Enterprises had to create two new LLCs. Cotton had filed the paperwork for creating the two new businesses, and we were waiting for a response from the state.

Mary had advised me to sell certain stocks and businesses that I had inherited from Charles. I would follow Shane’s advice and I would also direct the two companies that managed my stocks and businesses to sell the stocks and businesses that Mary told me to sell.

One of the first things we needed to do was have JAMP Enterprises extend a job offer to Shane. Once he was in charge of the legal department, we could explain more about Mary, our involvement in creating the Alliance Agreement, our personal lives, and our business plans.

The assault shuttles were considerably larger than the prior military shuttles, and they were armed. That resulted in us talking with Simon about the size of the freight shuttles that would be landing here in the future. We learned that freight shuttles were different sizes, and could be up to four or five times larger than an assault shuttle.

We needed to rethink our initial plan for landing pads for the shuttles. We had decided to construct eight landing pads at the embassy, but that idea might need to be revised based on the length, width, and weight of a larger freight shuttles.

We needed larger landing pads, so we would have to either increase the size of the landing area or reduce the number of pads we planned to build; alternatively, we could build a spaceport at another location. We would wait to make that decision until we knew how much land the embassy and landing pads would require.

We decided to focus our attention primarily on JAMP Enterprises and its subsidiaries during the next six months. Dani and Kiara could help us with creating an agenda for the next meeting. We expected that to take less than ten hours a week of their time. The rest of their time would be spent helping us create JAMP Enterprises. We also decided that we needed a vacation during the next six months.

This morning we met for the first time as the Board of Directors of JAMP Enterprises; Phyllis was taking notes. I was officially the Chairman of the Board of Directors, and I had opened the meeting for motions regarding what we needed to do to create JAMP Enterprises.

Alicia made our first motion by saying, “We will need to hire a large number of people in the coming months. Hiring people is normally done through a company’s HR Department, but we don’t have an HR Department. I would like to make a motion to place a job offer for someone suitable to be our HR Department Manager with a company that specializes in finding suitable people to fill management positions.”

We were all in agreement with Alicia’s motion, so there was no discussion. We voted on the motion and it was approved. Alicia was given an action item to find a suitable agency and to have it submit resumes of suitable applicants for us to consider.

Madge said, “I would like to make a motion for JAMP Enterprises to sell the properties it purchased to its subsidiary JAMP Leasing.”

Phyllis said, “I know that was Shane’s suggestion, but I don’t recall why he said we needed to do that. Why would we have to sell the properties to JAMP Leasing? Couldn’t we just have JAMP Leasing manage the properties?”

Madge’s response was, “Yes, things could be done that way. But Shane said, if there is ever a legal action brought by a lessee, the legal situation is complicated by JAMP Leasing being a middleman, instead of the owner of the property. It will also simplify the process of leasing the properties. Currently, the county’s records show the properties being owned by JAMP Enterprises. If we sell the properties to JAMP Leasing, then they can sign the leases as the owner of the properties. If we do not sell the properties to JAMP Leasing, then one of us will have to sign all of the lease agreements. Personally, I think we would prefer to have that workload placed on the management of JAMP Leasing.”

“Thanks, Madge. So much was said in that meeting that I had forgotten his reason.”

Madge’s explanation of Shane’s reason made good sense to all of us. So we voted on her motion and it was approved. Once JAMP Leasing had employees who could sign contracts to purchase the properties, then as JAMP Enterprises’ lawyer, Shane could handle the legal aspects of the sale of the properties to JAMP Leasing. We would handle the funding of the purchase internally.

Once we hired people for JAMP Enterprises’s Accounting department, they would be very busy documenting all of the financial activities we were currently conducting. Madge accepted the action item to sell the properties. What we failed to consider was, as the owners of JAMP Enterprises, one of us would have to represent JAMP Enterprises as the seller and one of us would have to represent JAMP Leasing as the buyer. It wasn’t a problem; it was just that we were new to this and hadn’t considered the details of the entire process.

Madge then said, “I would also like to make a motion for JAMP Leasing to purchase the properties that Jeb and Alicia purchased when they were doing business as Minnus Enterprises.”

The Board approved Madge’s motion with Alicia and I abstaining from voting. Since the properties were Alicia and my personal assets, we would hire Madge’s real estate business to arrange the sale for us. Phyllis accepted an action item to arrange for JAMP Leasing to buy the properties from us. Phyllis would have to sign the contracts as the buyer for JAMP Leasing to purchase the properties and as co-owners of the properties, Alicia and I would have to both sign the contracts as the seller. Madge couldn’t represent JAMP Leasing, since she was our agent.

Alicia said, “I would like to make a motion for JAMP Enterprises to purchase Madge’s real estate firm after the sale of Jeb and my properties to JAMP Leasing are completed.

The Board approved the motion and assigned an action item to Phyllis for her to task Shane with handling the legal aspects of the sale.

Madge said, “At our direction, Cotton is in the process of creating two new businesses for us: JAMP Investments, LLC and JAMP Management, LLC. I would like to make a motion for the Board to provide Cotton with official direction to create the businesses. I would also like to have the Board direct Cotton to notify the state that Minnus Enterprises, LLC is changing its area of business to the sale of cosmetics and the sale of skin and hair care products.”

No discussion was required and Madge’s motion was approved. Since there was no conflict of interest, Madge was assigned the two action items to ensure the companies were created and the state was notified of Minnus Enterprises, LLC changing its area of business.

I said, “I don’t think this is really necessary, but I would like to make a motion for the Board to have whomever we hire as our HR Department Manager to consult with us and prepare an organizational chart for JAMP Enterprises, and to direct that person to hire personnel to staff the respective JAMP Enterprises’ departments.”

My motion was approved. Of course, I was assigned the two action items.

I asked, “Is there any future business to be brought before the Board for consideration?”

There was no further business to be addressed, so I said, “Since we have no further business to address, I declare this Board meeting closed. Phyllis, please convert your notes into a format suitable for the minutes of a Board Meeting. You will need to file the original meeting minutes and provide each of us with a copy of the minutes.”

Phyllis asked, “Do the Board’s members need to sign the original copy of the meeting minutes?”

None of us knew if that had to be done, so Alicia said, “That would be a good idea for it would show all of the Board’s members approved the meeting’s minutes.”

We agreed with Alicia, and that is what we would do for the meeting minutes of this and all future Board meetings.

Phyllis said, “From now on, I want Dani or Kiara to take the minutes of our Board meetings.”

We agreed with Phyllis’s request, and she did a good job converting her notes into a draft set of meeting minutes. The only thing we felt needed to be added was a list of the Board members who attended the meeting. Once that change was made, we all signed the meeting minutes. Once Dani and Kiara took over the responsibility of taking the minutes of our Board meetings, they turned Phyllis’s meeting minutes into a template for the meeting minutes of future Board meetings.

Now that the Board had directed us to perform specific business activities, we could officially start working on those activities. We had already been working on a few of the items, but the official start date of our activities was the day of the Board Meeting.

The first thing we did was to look for an employment agency that handled job applicants who had the experience to be the HR Department Manager of a large company.

We conducted phone interviews with four companies before we settled on using the Templar Employment Agency. The other companies did not handle senior level people who were looking for employment. That made no sense to us, but it was what it was.

Templar seemed like a good fit for us because in addition to handling senior level personnel, they also handled people who were interested in finding office work in less senior positions (i.e. mid-level managers and the worker bee level). They also handled janitorial and building maintenance personnel, and we hadn’t considered creating departments for those and similar functions.

Toward the end of our search for an employment agency, Alicia said, “We are going to need a department on our organization chart for managing the janitorial, building maintenance, and similar functions.”

Phyllis said, “I’ll add an action item to our list of action items and assign the item to you, Alicia.”

Madge asked, “Can we just add action items without Board direction and approval?”

I replied, “I’m not sure. We can always add the action item and make the official direction to approve its addition at the next Board meeting. I think we should talk about creating action items for JAMP Enterprises without Board direction at our next Board meeting.” We held that discussion at the next meeting and decided Board direction was not required for creation of an action item. However, we also added review of the status of open action items to the future Board meetings’ agenda.

“Phyllis, have you started an agenda for the next Board meeting?”

Phyllis said, “No. I think adding items whenever necessary to the agenda of the next Board meeting is a good idea. However, Dani or Kiara should be the ones to maintain the agenda.”

My wives were nodding their heads, so we would task Dani or Kiara to create and maintain the agenda for each Board meeting.

I didn’t mention it, but I was getting the feeling that we needed someone with us to document our decisions. It only took me a few moments to realize would be a problem. One of us documenting the decisions and then having to pass the decisions to the appropriate person or people could become a labor intensive activity when our decisions had to go to multiple people. Having someone with us to do the documentation wouldn’t be a good idea for we often split up into groups or individuals to address different activities. That meant each of us would have to have an assistant to do our documentation for when we each worked alone. That wouldn’t work either because when we worked as groups of two or more we would have multiple support people with each group. I would have to think about this further before mentioning the problem. We would probably end up with a mix of the two options.

We placed a conference phone call to the Templar Employment Agency and were connected to one of their Employment Specialists, Lina Chadwick. We explained that we were the owners of a new LLC that had to fill a number of senior management positions. We told Lina that we currently needed to fill our HR Department Manager position, and whomever we hired for that position would be tasked with finding applicants for our other department management positions.

We could hear Lina’s interest in our conversation increase. Personally, I suspected she worked on commission. She informed us that Templar had a number of resumes for the HR Manager position that she would be happy to provide to us. However, we would have to come to their office and sign an agreement for Templar to act as our agent in placing one of their job applicants with our LLC. We agreed to meet with Lina and her manager at Templar the next day in order to review and sign their agreement.

Once the call ended, Madge said, “I am familiar with that type of agreement and think it would be best if we take Shane with us. I have never heard of Templar, but there are some shady companies in that field of business. Shane can let us know if there are any questionable clauses in their agreement.”

My wives were nodding their heads, so I said, “I think we all agree with you, Madge. I’ll call Shane and see if he is available to attend the meeting.”

Shane was available, so we picked him up from his home and arrived at the Templar Employment Agency office in Seattle in time for our 10:00 o’clock meeting. Shane had no problem with their agreement, and we signed it.

Lina provided us with four resumes of job applicants, and said, “I went through the resumes of our applicants for the position of HR Department Manager. These resumes were provided to us by people who have worked as HR Department Managers in the past. If you are interested in any of our applicants, then I would be happy to arrange for you to interview them.”

Alicia said, “Thank you, Lina. We will get back to you if we are interested in any of the applicants. Out of curiosity, Lina. It sounds as if you have applicants for the position who have no experience. Why is that?”

“We have a number of people who are qualified for the position. They worked in HR Departments and they have some supervisory or managerial experience in other positions, but they have no experience as the manager of an HR Department.”

“I suppose that makes sense.”

When we left Templar’s office, we took Shane to lunch. We didn’t have any pressing appointments, so we went to a nice restaurant in Seattle. Once we were seated and had provided our waitress with our orders, we talked with Shane about the position with JAMP Enterprises that we wanted him to fill.

I said, “We have discussed hiring you as the manager of our Legal Department, Shane. We decided that it would be best if we wait until we have an HR Department Manager before we extend any job offers. So until we can hire an HR Department Manager and have them extend an offer to you, we would like for you to continue to represent us in all of our activities as our lawyer.”

He replied, “I am amenable with that type of arrangement, Jeb. Were you thinking of having me take over the future legal effort related to the creation of the LLCs Cotton created for you or share the LLC’s legal effort with Cotton?”

I asked, “What do you mean by the future legal effort related to the creation of the LLCs?”

Shane replied, “I’m not sure what Cotton explained to you about the creation of an LLC. Have you ever heard the term Articles of Incorporation?”

When we all nodded that we had heard the term, Shane said, “That term applies to creating a corporation. The equivalent term used when setting up an LLC is Articles of Organization; however here in Washington the term used is Certificate of Formation, which is what Cotton filed on your behalf.

“Your LLCs will also need Operating Agreements, which define how you will operate your LLCs. Did Cotton explain to you what your obligations would be when you created your LLC?”

Alicia said, “I don’t recall him explaining anything to us. All I recall is, answering questions and having him tell us he would take care of creating the LLC for us.”

Phyllis said, “That’s what I remember also.”

Shane said, “Then, there are a number of things that I feel Cotton should have explained to you.

“First of all, you are required to have a Registered Agent. That is a person or business that will handle the legal paperwork on your behalf. Since you agreed with having him do the filing, I suspect Cotton entered himself or his business as your agent when he filled out your Certificate of Formation.

“Your Certificate of Formation required entry of certain information. The items you need to be aware of are: your LLC’s name and its address, the registered agent’s name and address, a statement regarding the management of your LLC, the type of business to be conducted, and the names and addresses of the organizers of the LLC.

Alicia said, “I recall us talking with him about those things. I also noticed that he had added the information you mentioned to the form when I signed it, but I didn’t realize it was very important. I also just assumed that we are considered to be the organizers of the LLC, since our names were in that field.”

Shane said, “That information is important as far as creating the LLC goes, Alicia. More important to you is, since there is more than one organizer, or owner of the LLC, it is highly recommended that you create an Operating Agreement. Did Cotton discuss that and the implications it has on your taxes?”

We all shook our heads or said “No”, and I said, “Not that I recall, Shane.”

Shane said, “Basically, the creation of an Operating Agreement is voluntary. It defines things such as: how often you formally meet to discuss the LLC’s business, how you intend to manage your LLC, any required capital contributions, and how you are to distribute the profits and losses for income tax purposes.

“Your LLC also needs to apply for a Federal Tax Identification Number. You are probably familiar with the Federal Tax Identification Number, since it is often referred to as a TIN and it is used to identify a specific business. You will need the TIN when it is time to file your LLC’s taxes. You can get a TIN from the IRS by applying for one online or by mail, and there is no charge.

“You will also have to file for a Business License Application online, by mail, or in person at any of Washington’s business licensing offices, and pay a small fee. You will receive a Unified Business Identifier, or UBI, and a Washington State business license.

“The final thing you need to be aware of is, you have to file your initial annual report with Washington’s Secretary of State within a hundred and twenty days of the date you created your LLC. After that, you will have to file annual reports by the deadline that the Secretary of State will specify.”

I looked at my wives and they seemed to be as surprised by what Shane told us as I was. I said to them, “It appears to me that Cotton failed to tell us about a lot of the things that we needed to know and do in creating and operating our LLCs.”

I looked at my wives, and said, “I think we need to have Shane handle all of our legal work. What do you think?”

Phyllis said, “I agree with that, Jeb. Cotton operates his legal office and he and his wife, Naomi, jointly operate their real estate company. It seems to me that Cotton was willing to help us create the LLCs; but, he failed to explain the other things we would have to do. Perhaps he intended to do so, when necessary, or just assumed we knew what was involved. But I don’t like my legal representative making that type of assumption or withholding that type of information until they are ready to address it. I want to know all of the requirements of owning an LLC up front.”

Alicia and Madge were nodding their heads in agreement, so I said, “Shane, until we can hire you as a direct employee, we would like you to handle all of our legal work. Can you do that?”

He said, “I am more than willing to take on your legal work, Jeb, until I am employed by JAMP Enterprises, and we can discuss that possibility later. We need to identify the specifics of what the four of you need to do and the date by which those things need to be completed for your current LLCs. If you provide me with copies of the paperwork Cotton gave you, I will create a list. Once we discuss what needs to be done I will address those items that have a due date, and then I will address the remaining items.”

Shane’s willingness to explain things to us and to take on our legal work told me he was he right person to manage our Legal Department. We had intended to have Cotton and Naomi manage JAMP Leasing, but now I felt that would not be a good arrangement. My wives agreed with my opinion of Shane when we discussed the matter that evening, and they informed me they were having similar thoughts about Naomi and Cotton. Alicia said we needed our managers to be proactive regarding informing us about what their departments had to do. It was evident to us that Cotton was not as proactive as we required.

Lunch was enjoyable and our conversation was enlightening. We talked with Shane while we were on the way home about setting up a series of meetings to discuss our legal affairs and made an appointment with him for the first meeting.