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Improving Your Odds to Win the Battle of the Forms

February 16, 2015 / in

There is an endless variety of contracts that businesses enter into everyday.  They can range from a verbal order for a single product to a heavily negotiated, long-term written supply agreement covering many years and millions of dollars in goods.  Most businesses do not have lawyers regularly review the contracting process for each transaction.  Many transactions are based on the exchange of forms that often conflict.  Where the transaction is for the sale of goods, as opposed to services, the Uniform Commercial Code (UCC) will typically apply.  Read More→

 

Five Reasons to Play by the Corporate Rules

October 2, 2014 / in

Most businesses operate using a formal legal entity (either a corporation or a limited liability company). (This article will refer to corporations since those entities remain more commonly used and their formalities are more settled.) The applicable corporate statutes and case law, and good practice generally, set forth rules as to how certain actions should be taken by business owners (shareholders) and managers (the board of directors).

Generally speaking, actions to be taken by shareholders (for example, electing the board of directors) can be accomplished either by voting at a formal shareholders meeting or by signing a resolution (usually unanimous) in lieu of the meeting.  Important management decisions that are typically made by the board of directors (for example, election of officers or setting executive compensation) can be accomplished in the same fashion.  Formal notes (minutes) of meeting should always be taken to summarize the discussions and decisions, usually by the corporation’s secretary or corporate counsel in attendance.  Read more→

 

Matt’s Safe School Law

March 28, 2012 / in Written by Mike Gibbons

Anti-Bullying Law Requires School Policy by June


Under Matt’s Safe School Law, HB 4163, public, charter and Intermediate school districts will have six months from the law’s effective date to adopt anti-bullying policies. Michigan was one of only three states without an anti-bullying law before this legislation was enacted in early December 2011.

Controversial language exempting the prohibition of “a statement of a sincerely held belief or moral conviction” of a student or school worker was not included in the final legislation. The law now demands that bullying is equally prohibited without regard to its subject matter or motivating animus.

Under Matt’s Safe School Law, a school’s policy must not only prohibit bullying, but also work to ban retaliation against a witness, informant or target of the bullying. Along with required reporting, publicizing and investigation procedures, the proposed law also demands that schools identify who at the school is responsible for ensuring policy implementation. Additionally, schools must notify the parents of the perpetrator of bullying.

The law stops short of mandating that boards require any type of staff training for the prevention of bullying, but does encourage boards to include the following in their policies:

  • Provisions to form bullying prevention task forces, programs, teen courts, and other initiatives involving staff, pupils, clubs/groups, volunteers, parents, law enforcement and the community.
  • A requirement for annual training for admins, employees and volunteers who have significant contact with pupils to prevent, identify and respond to bullying.
  • A requirement to establish educational programs for pupils and parents.
  • Immunity from a cause of action for damages arising out of the reporting itself or any failure to remedy the reported incident, excluding the school official designated for remedying the bullying.

Off-Premises and Telecommunications

It is important to note that the law defines “at school” to include buses, school sponsored activities off-premises, and conduct using a telecommunications access device or service provider if the device/provider is under control of school district. Students using school email addresses to send messaged intended to harm another pupil would be included under this law.

Bullying is defined as “any written, verbal or physical act, or electronic communication, that is intended or that a reasonable person would know is likely to harm 1 or more pupils either directly or indirectly by doing the following:”

  • Substantially interfering with educational opportunities, benefits or programs of 1 or more pupils.
  • Adversely affecting the ability…to participate in education /activities by placing the pupil in “reasonable fear of physical harm or by causing substantial emotional distress.”
  • Having actual and substantial detrimental effect on a pupil’s physical or mental health.

Schools must report on status of the implementation of the policies one year later.

Matt’s Safe School Law is named after Matt Epling, a freshman from East Lansing who killed himself after a bullying incident by upperclassmen in 2002.

Beier Howlett attorneys have the expertise and experience in school law to draft a comprehensive anti-bullying policy which will comply with the new proposed law. For details, please contact one of the following Beier Howlett attorneys or call (248) 645-9400:

This publication is distributed with the understanding that Beier Howlett, P.C. is not rendering legal or other professional advice or opinions on specific facts or matters and, accordingly, assumes no liability whatsoever in connection with its use. Forward your comments, change of address, or additions to our mailing list at feedback@bhlaw.us.com.

 

Social Media Policy

March 22, 2012 / in Bussiness Law, Written by Mike Gibbons

As employees of a company, we are all accountable for how we speak about that company’s products, services, and operations, whether in person, on the phone, in print or online.

The following sample Social Media Policy is a valuable employer reference when reviewing any company’s Employee Manual. The policy serves to remind employees that before they post information online that relates in any way to their employer, it pays to consider some guidelines. It also attempts to draw a line between protected speech and speech that could subject the employee to discipline or discharge.

OVERVIEW

“Social media” is also called “social networking,” but this Policy will use the term “social media” only. The purpose of this Policy is to provide guidance on the expectations of [Company Name] (the “Company”) regarding the use of social media by its employees in an appropriate manner.

While the Company respects your privacy and your right to free speech, you also have responsibilities when you voluntarily put information into the public domain. If you engage in conduct while using social media (as defined below) that violates the Company’s policies, you could be subject to disciplinary action up to and including termination, even if the conduct occurs off the Company’s premises or on your personal, non-work time.

According to two recent surveys from Technisource and its parent company, SFN Group.

DEFINITION

Social media refers to activities that integrate technology, social interaction, and the sharing of words, pictures, videos, and audio, such as:

  • multimedia and social networking sites like Myspace, Facebook, Twitter, flickr, and YouTube;
  • social networking sites with an emphasis on professional exchange of information and development of business, such as LinkedIn;
  • blogs, microblogs, wikis, message boards, social bookmarking Web sites, and other community-based sites or collaboration tools;
  • social commerce postings, like product or experience reviews; and
  • any other site where information (test, images, video, sound, or other files) can be uploaded or posted.

GUIDELINES

As employees of the Company, we are accountable for how we speak about the Company’s products, services, and operations, whether in person, on the phone, in print, or online. Before you post information online that relates in any way to the Company, become familiar with and consider the following guidelines.

Think before you “send.” Always remember to think about what you plan to say, and how you plan to say it, before composing information and sending it out via social media. Once your thoughts are “out there,” it is difficult, if not impossible, to take them back. Do not communicate information when you are excited or angry. You may not like what you sent when your mood has passed.

  1. Keep confidential information confidential. Any statement, whether made online or offline or though images, videos, or sound files, related to or referencing Company products, services, operations, customer, vendors, or other employees, regardless of the media or form used, must strictly comply with the Company’s practices, policies, and procedures. Keep any Internet-based conversation about the Company focused on publicly known information. If you are not sure whether something is appropriate to post, double-check what you have composed and get a second opinion from your supervisor before sending.
  2. Be accurate, truthful, and considerate in your posts. Be constructive, provide appropriate context, and think about the impact of your comments on our customers, vendors, other employees, and board members. Words matter, especially when employees discuss business-related topics. Anyone, including customers, vendors, competitors, your supervisor, and other Company employees can find and see postings put out in the public domain. Be thoughtful about what you share and how you share it—just as you would at home.
  3. Be respectful. Respect for others is mandatory. Do not use ethnic slurs, personal insults, or obscenity, or engage in any conduct that would not be acceptable in the workplace, at least where those comments relate to the Company in any way.
  4. No privacy exists. The Internet is fully searchable, which means that anyone with an Internet connection, including your co-workers, our customers, vendors and competitors can find even the most obscure information. Be careful about posting personal information online, whether it is information about you, other employees, or customers. Personal information can include photos, addresses and telephone numbers, information about where and when you work, or anything else that could compromise your safety or that of your team members or our customers.
  5. Possible legal ramifications. Remember that individuals can be held legally accountable for comments deemed to be defamatory, slanderous, libelous, obscene, or proprietary, whether they pertain to the Company, another organization, or an individual person.
  6. Identify yourself. You must make it clear that you are speaking for yourself and not on behalf of the Company. Speech that appears to represent the Company, even remotely, takes on the appearance of an official position statement and is not permitted in any circumstance. Use a personal e-mail address as your primary means of identification. You may use your Company e-mail to convey information on the Internet only in accordance with Company policy. The Company’s intellectual property, logos, trademarks, and copyrights may not be used in any manner.
  7. Communicating during working hours. While the Company does not prohibit minimal communication with friends and family during working hours, we expect you to use good judgment and not allow your social media activity to interfere with your work commitments, in accordance with Company policy.

For more information on Social Media Policies for your company, contact Michael Gibbons or call (248) 645-9400.