Benefit Corporations – Fascist State Parts 1-2

Benefit Corporations: Expansion of the Public-Private Fascist State, Part 1   By Stephen Poole    Friday, 12 August 2011 14:48   This four-part series was written in April and May of 2011 to inform North Carolina residents about Senate Bill 26, known as the “North Carolina Benefit Corporation Act,” so they might voice their opposition to what is essentially a stealth implementation of many Agenda 21 principles. It was originally published at North Carolina Freedom (ncfreedom.us.) Although the legislation appears to have died in committee, it is important that activists across the country become fully aware of the “benefit corporations” strategy because the sponsoring nonprofit B Labs Corporation is introducing the same boilerplate legislation in all 50 states. Indeed, such legislation has already been passed in Maryland, Vermont, New Jersey (home of “conservative” and global-warming believer Chris Christie), Virginia, and Hawaii. And the same tactics that were used successfully in those states will be employed elsewhere, beginning with glowing news stories about how these new corporations will be all about creating societal benefits rather than raking in cash -- which the following articles will prove is an outright lie. As is so often the case when federal or state legislative bodies are in session, the 2010-2011 NC General Assembly has set about promulgating new decrees at a breakneck pace. To be fair, some of the proposed laws aim to repeal or push back the oppressive and soviet-style measures taken by earlier assemblages. But even putative Republican conservatives seem to joining in the push for more regime control over private enterprise at a time when their primary goal should be repealing current tyrannical legislation. Case in point: Senate Bill 26, known as the “North Carolina Benefit Corporation Act,” sponsored and/or co-sponsored by two Democrats and two “Republicans.” Although it’s currently in committee and might not make it to the floor for a vote, its mere presence is a dire warning for what we can expect in future proposals to dictate our business affairs and our personal lives. As with most legislation, SB 26 is a confusing mess…but quite profitable if you’re in on the game. I beg your patience as I take time to explain this bill’s meaning and its ultimate implications. By necessity, this will be a multi-part post. [Note: all bolds  are mine -- I just want to make sure you see the intentional deception at work.] SB 26 would create a new type of corporation called a “benefit corporation” (BC). The bill reads: “A domestic corporation, including a domestic corporation incorporated upon a conversion effected pursuant to Part 1 of Article 11A of this Chapter, may be incorporated as a benefit corporation by including in its initial articles of incorporation a provision providing that the corporation shall be a benefit corporation governed by this Article. The articles of incorporation must also include an identification of any specific public benefit purpose or purposes as required by G.S. 55 18 30 and must include all provisions required by, and may include any provision permitted by, G.S. 55 2 02. Before we break down the details of the bill, let’s take a look at how the “press” is describing it. In a March 3, 2011 blog post on the Raleigh News & Observer Web site, John Murawski gushes: Advocates of socially responsible capitalism are hoping North Carolina becomes one of     the few states in the nation that gives businesses legal permission to fulfill moral obligations — to the poor or to the environment — at the expense of their own shareholders.…Legislation recently introduced in the N.C. General Assembly could get its first vote as early as Tuesday in a Senate judiciary committee. The bill would allow a business to turn idealistic mission statements into legally enforceable documents by diverting company profits to humanitarian goals. A more honest appraisal regarding a BC’s profits can be found in the online version of the Durham Herald-Sun in a piece of fluff/stenography called “Proposed law for ‘good’ business” written by a bankruptcy lawyer (at least they used quotes around “good”). A proposed state law, S26, which would enact the North Carolina Benefit Corporation act, is just the experiment and will test whether businesses can be diverted from striving towards the profit motive as their sole goal. That’s a nice bit of wordsmithing right there — because the apparatchik was clever enough to put in the adjective “sole” in front of “goal.” As we read more about SB 26 in this piece of agitprop, pay attention to the bolded words: …the benefit corporation legislation does not require social goals to outweigh a profit motive. Rather, it requires that the benefit corporation make a material positive impact on society and the environment as measured by a third-party standard…. In other words, if you don’t have the shareholder’s pecuniary interest as your overriding goal as a corporate director or officer, you open yourself to lawsuits. This proposed legislation opens the door to relaxing the requirement.” The author, Jeremy Todd Browner, deserves credit for admitting that the bill “does not require social goals to outweigh a profit motive.” As far as relaxing the corporation’s requirements to shareholders, I think it’s in this section: Section 55-18-40.  Standard of conduct for directors. (a)        In discharging their duties as directors of a benefit corporation, directors shall consider the effects of any action or decision not to act upon the following: (1)        The shareholders of the benefit corporation. (2)        The employees and workforce of the benefit corporation, its subsidiaries, and suppliers (there are several other items listed, but you get the idea). So there is no mandate that profits must be sacrificed, only a provision that they may be sacrificed. With that falsehood exposed, let’s see what the proposed law really says. A corporation can now start up or transition to a “benefit corporation,” and they must identify “any specific public benefit purpose or purposes.” Let’s read the definition of “corporate purposes,” which is the way a corporation qualifies for BC status: Section 55 18 30. Corporate purposes. (a) A benefit corporation shall have as one of its corporate purposes the creation of a general public benefit. A benefit corporation may include in its articles of incorporation other corporate purposes, including the purpose of engaging in any lawful business. (b) A benefit corporation may include as a corporate purpose in its articles of incorporation one or more specific public benefit purposes in addition to its purposes under subsection (a) of this section.” A little more of the maze revealed. So the BC must have “the creation of a general public benefit“as one of its “corporate purposes,” but it has the option of other corporate purposes — some that do create public benefits, others that don’t so long as they involve a lawful business practice. It also has the option of including a “specific     public benefit purpose.” Not much help, I know. So let’s try to discern what these phrases really mean. “General Public Benefit” is defined as “a material positive impact on society and the environment, taken as a whole, as measured by a third party standard, from the business and operations of a benefit corporation.” The “specific public benefit purposes” include but are not limited to (gotta love that “not limited to” loophole!) ·        Providing low-income or underserved individuals or communities with beneficial     products or services. ·        Promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business. ·        Preserving or improving the environment. ·        Improving human health. ·        Promoting the arts, sciences, or advancement of knowledge. ·        Increasing the flow of capital to entities with a public benefit purpose. Three takeaways here, all very important. First, almost any business activity would qualify as having a “material positive impact on society.” You could make the case that a whorehouse has a “material positive impact on society” in that it creates high-paying jobs and facilitates the creation of other employment opportunities and business creation such as hotels near to and limousine services to and from said brothel. On a more serious note, couldn’t any business that ended up hiring unemployed people claim that it had made a “material positive impact on society?” Of course it could — but note that the wording is “society and the environment, taken as whole.” That’s the sticky wicket. It’s also what makes this bill more about “sustainable development” and the implementation of Agenda 21 than might seem apparent at first blush. Ergo, the second point: Who decides if a business meets this forked-tongue qualification? The text doesn’t say: It merely refers to a “third-party standard.” Who sets and administers that standard through business audits? Lastly, a company that cobbles together a “general public benefit” can then add as a “specific public benefit” the financing of other BCs. In Part 2, we’ll examine why that codicil opens up a whole can of crony-capitalism schemes and take a look at who’s really behind this bill, what they stand to gain from it, and why it could be very bad for you and me.  Source: Freedom Advocates.org, by Stephen Poole, 8/12/11.  As a graduate of Wake     Forest University, Stephen Poole emerged from that institution as a zombified collectivist incapable of critically analyzing the socialist shibboleths with which he'd been indoctrinated. After awakening to the untenable nature of his "beliefs," he's now an individualist who believes in truly free markets, Constitutionally limited federal     government, the eminence of personal liberty, and unalienable rights granted by God. Discover more information on the steps you can take in opposition to Benefit Corporation legislation in your state.

Benefit Corporations: Expansion of the Public-Private Fascist State, Part 2   By Stephen Poole    Monday, 15 August 2011 15:31 If you’ve read Part 1 one of this series, you’re filled in on all the basic aspects of SB 26, the “North Carolina Benefit Corporation Act.” For those who might have stumbled upon this part without seeing the original post (and who don’t want to spend time clicking on the above link), here’s a quick recap. ·        SB 26 allows the creation of or transition to “benefit corporations.” ·        A benefit corporation must have as one of its corporate purposes the creation of a “general public benefit.” It has the option to have “specific public benefit purposes,” as well as other non-benefit purposes. ·        A general public benefit is “a material positive impact on society and the environment, taken as a whole, as measured by a third-party standard, from the business and operations of a benefit corporation.” The specific public benefits, on the other hand, must confer a particular benefit on society or the environment. Note the difference between the two, and as opposed to or. ·        Corporate directors are not required to act upon the interests of the corporation shareholders, giving them freedom – but not the requirement – to sacrifice profits for the achievement of the “general public benefit.” Any reasoning citizen is bound to ask why there is a third-party standard, and who creates it? After all, corporations are under the bailiwick of the Secretary of State – so why isn’t the Secretary of State responsible for creating the standards for the corporations they are licensing? Because the entire scheme is just another “public-private partnership” so cherished by the globalist, Agenda 21-loving crowd intent on wealth distribution not only inside countries, but also among countries – and public-private partnerships play an integral role because they bypass free-market competition. To get to the truth, it’s important to realize this legislation – though sponsored by our elected officials – was     written by a non-profit group in Pennsylvania. Bankruptcy attorney Jeremy Browner points us to the culprit in his Durham Herald Sun article. Unlike the L3C concept, the benefit corporation legislation does not require social goals to outweigh a profit motive. Rather, it requires that the benefit corporation make a material positive impact on society and the environment as measured by a third-party standard. One of the parties that audits that standard is B Lab Corporation.” Wait…where did I read about “B Lab Corporation” before? Ahh, yes…in the fawning Raleigh News & Observer story on the legislation. The bill has been in the works for more than a year by the B Lab, a Pennsylvania group     that promotes socially responsible entrepreneurship. Nationwide, 381 companies have incorporated themselves as B corporations, with 13 in this state… The B stands for ‘benefit’ and requires member companies to commit to serving a public interest and submit to audits measuring governance, accountability, community service, environmental stewardship and other public benefits. The concept runs counter to the well-established principle that the sole purpose of a corporation is to generate wealth for shareholders.” So B Lab Corporation, the company that wrote the legislation calling for auditing of B corporation standards is “one of the parties that audits that standard.” This begs the question: are there any other companies that audit that standard? Taking it a step further, I’m a little fuzzy on how a standard is audited. In the News& Observer article, the writer correctly points out that it’s companies that submit to audits — which makes sense because standards are created, not “audited.” So this much we know: ·        B Lab Corporation has created an “Impact Assessment” companies must complete as part of “the terms for certification as a B Coporation™” Please note the trademark: this is not a governmental standard. ·        B Lab Corporation audits B Corporations according to the standards it has created. ·        As far as can be discovered, B Lab Corporation is the only “entity” auditing B     corporations. ·        No B Corporation that underwent audits in 2008 and 2009 failed. It’s unclear whether B Lab would qualify as the entity developing the standard under SB26: the legalese is so tortured and convoluted it’s hard to say for certain. But I consider it highly unlikely that B Lab would write legislation disqualifying it from creating standards or performing audits when it appears it is the only game in town when it     comes to performing that task. Which brings us to our first big question: Just who is behind the “non-profit” B Lab Corporation? Not only its founders, but also its funders? And what is the agenda of both groups? Three Stanford graduates founded B Lab: Jay Coen Gilbert, Bart Houlahan, and Andrew Kassoy. (Stanford has produced so many one-worlders that it should be given honorary membership in the Ivy League. In fact, many people do wonder whether the Cardinal is part of the Ivy League.) Gilbert and Kassoy are fellows at the Aspen Institute (full title: Aspen Institute for Humanistic Studies), a think tank perhaps more notorious than the Brookings Institution or Council on Foreign Relations for its slavish intent to create a one-world governmental system ruled by non-governmental organizations (NGOs) and administered though public-private partnerships. The Aspen Institute is largely funded by foundations such as the Carnegie Corporation, the Rockefeller Brothers Fund and the Ford Foundation – organizations that have been clearly and unambiguously documented to promote a one-world, socialist society. (A Google search for the exact phrase “public- private” within the domain aspeninstitute.org reveals 722 occurrences; a search within that domain for the word “globalization” yields nearly 1,600 results.) A clearer explanation of the organization’s drive for one-world order can be found in its description of its Global Interdependence Initiative: The GII [Global Interdependence Initiative] envisions an interdependent world moving     toward improved global health, equitable and sustainable economic development and good governance through peaceful cooperation. GII envisions the United States as a good global citizen, providing ethical and effective leadership to help achieve this vision.” The concept of “Benefit Corporations” is entirely in keeping with the Aspen Institute’s globalist gestalt, and the triumvirate of Gilbert, Houlahan, and Kassoy are obviously enthusiastic conspirators. But in contrast to their newfound fervor that corporations should provide “benefits to society,” Gilbert and Houlahan became immensely wealthy on the backs of ultra-cheap labor as the heads of AND1, a shoe and apparel company that outsourced its manufacturing to China. Kassoy made his immense fortune in the private equity business, not exactly renowned for its “public benefits.” These three scoundrels are using the same modus operandi as Al Gore, who got rich through his affiliation with Occidental Petroleum before baring his teeth on the fossil-fuel industry as he created a     carbon-exchange market and maneuvered to domineer the “green energy industry” that would replace traditional energy sources. But their hypocrisy doesn’t mean they aren’t true believers in the Aspen Institute’s GII Dream; in fact, any company that wants to become a B Corporation™ must sign a “Declaration Of Interdependence.”* Source: Freedom Advocates.org, 8/15/11, by Stephen Poole. As a graduate of Wake Forest University, Stephen Poole emerged from that institution as a zombified collectivist incapable of critically analyzing the socialist shibboleths with which he'd been indoctrinated. After awakening to the untenable nature of his "beliefs," he's now an individualist who believes in truly free markets, Constitutionally limited federal government, the eminence of personal liberty, and unalienable rights granted by God. Discover more information on the steps you can take in opposition to Benefit Corporation legislation in your state. See Wynne Coleman's article, B Labs Benefit Corporations Won't Benefit You.