A VERY SPECIAL HOLIDAY THANK YOU AND MESSAGE

At this time of year, it’s all too easy to get lost in the hustle and bustle of the holiday season while forgetting the true meaning of the season. As 2013 draws to a close and I look back on the past year, a couple of inescapable truths are apparent to me.

First, I realize how truly blessed I am in so many aspects of my life. Between beloved family, dear friends, wonderful colleagues and trusted clients, there is little I’m left longing for. The tangibles and ‘stuff’ of life come and go, but these precious relationships make it all worthwhile and help us through our day to day struggles. But for these relationships, I wouldn’t be the person who I am. They help me. They inspire me. They are a true and very real part of me.

With that in mind, allow me to take this opportunity to express my love to all of my family and friends for their support in recent years, especially my wonderful wife. I’m also obliged to express my heartfelt appreciation to all of my colleagues and clients without whom I wouldn’t have the luxury of operating my own practice. There are no words to express to you my gratitude for your ongoing trust, support and patronage; I look forward to growing our relationships even more in 2014! To all of those with whom I’ve yet to do business, know that I welcome the opportunity to be of service to your individual needs and that I humbly look forward to the privilege of getting to know you.

This all leads to a second truth – all, unfortunately, are not so lucky. In this season of faith and hope, I ask every reader to remember your brothers and sisters around you, especially those who are less fortunate. Whether it be individuals facing financial hardships, members of our elder citizenry who lack the human companionship that we all crave, or those who require some other basic necessity, so many around us find themselves in desperate need at a time of love, family and camaraderie. Please keep them in mind, and ease their burden if you can. While we’ll never be able to eliminate all human suffering or meet every need, we should always strive to do what you can for the less fortunate, especially during the season commemorating Christ’s birth.

In closing, I offer this prayer of hope and peace written by Frank Borman.

Give us, O God, the vision which can see Your love in the world in spite of human failure.
Give us the faith to trust Your goodness in spite of our ignorance and weakness.
Give us the knowledge that we may continue to pray with understanding hearts.
And show us what each one of us can do to set forward the coming of the day of universal peace.

Merry Christmas and a most blessed New Year to everyone!

May the Spirit of Thanksgiving Touch You and Yours Today!

In memory of our humble beginnings and the official start of Thanksgiving in America, I offer you the following Proclamation delivered by Abraham Lincoln in 1863 that gave rise to our annual celebration of family, friends and a counting of our respective blessings. May the Lord touch each of you today and remind you how blessed each of us is to live in the United State of America.

The year that is drawing towards its close, has been filled with the blessings of fruitful fields and healthful skies. To these bounties, which are so constantly enjoyed that we are prone to forget the source from which they come, others have been added, which are of so extraordinary a nature, that they cannot fail to penetrate and soften even the heart which is habitually insensible to the ever watchful providence of Almighty God.

In the midst of a civil war of unequaled magnitude and severity, which has sometimes seemed to foreign States to invite and to provoke their aggression, peace has been preserved with all nations, order has been maintained, the laws have been respected and obeyed, and harmony has prevailed everywhere except in the theatre of military conflict; while that theatre has been greatly contracted by the advancing armies and navies of the Union.

Needful diversions of wealth and of strength from the fields of peaceful industry to the national defense, have not arrested the plough, the shuttle or the ship; the axe has enlarged the borders of our settlements, and the mines, as well of iron and coal as of the precious metals, have yielded even more abundantly than heretofore. Population has steadily increased, notwithstanding the waste that has been made in the camp, the siege and the battle-field; and the country, rejoicing in the consciousness of augmented strength and vigor, is permitted to expect continuance of years with large increase of freedom.

No human counsel hath devised nor hath any mortal hand worked out these great things. They are the gracious gifts of the Most High God, who, while dealing with us in anger for our sins, hath nevertheless remembered mercy. It has seemed to me fit and proper that they should be solemnly, reverently and gratefully acknowledged as with one heart and one voice by the whole American People.

I do therefore invite my fellow citizens in every part of the United States, and also those who are at sea and those who are sojourning in foreign lands, to set apart and observe the last Thursday of November next, as a day of Thanksgiving and Praise to our beneficent Father who dwelleth in the Heavens.

And I recommend to them that while offering up the ascriptions justly due to Him for such singular deliverances and blessings, they do also, with humble penitence for our national perverseness and disobedience, commend to His tender care all those who have become widows, orphans, mourners or sufferers in the lamentable civil strife in which we are unavoidably engaged, and fervently implore the interposition of the Almighty Hand to heal the wounds of the nation and to restore it as soon as may be consistent with the Divine purposes to the full enjoyment of peace, harmony, tranquility and Union.

JOIN US FOR A GOOD CAUSE!! (And for some really great food to boot!)

The Penfield-Webster Rotary Club would like to welcome you to join us for our Second Annual Brew and Dinner Pairing on November 14, 2013. The evening promises to be filled with good times, great food and tantalizing libations from one of Rochester’s very own breweries – the Roc Brewing Company.

Hosted at the Penfield Country Club, the Brew and Dinner Pairing features a five-course meal infused with the flavors of some of the finest brews around that will delight even the pickiest palates. We also have the honor of Roc Brewing Company’s very own brew master attending and talking about the various beers being served. As one of our club’s signature fundraising events, the Pairing helps our Club raise money to be distributed toward our various pillars of giving, including literacy and the Rotary Foundation. Your support is welcome and encouraged.

Details for the event are as follows:

Where: Penfield Country Club, 1784 Jackson Road, Penfield, New York 14526
When: November 14, 2013
Cocktails begin at 6:30 (cash bar) with Dinner at 7:30
Price: $40 per person

Please feel free to read more about the event at our website and pre-purchase your tickets online here. We look forward to seeing you there!

Questions? Call Mary at (585) 520-2447.

FREE ROCHESTER AREA FIRST-TIME HOME BUYERS SEMINAR

Most people don’t realize how easy it is to buy their first home. Many renters are able to purchase a home with mortgage payments lower than the amount they pay in rent. With the current low rates and available programs, whether your credit is good or bad, you owe it to yourself to join us at this exciting and informative event.

Join area real estate professionals for an exciting seminar geared toward first-time home buyers on Saturday, October 12, 2013, from 10:00 to 11:30 a.m., at the Courtyard Marriott, located at 33 Corporate Woods, Rochester, NY 14623. Seating is limited. For information and to register, please visit this link.

Presenters include representatives from the Law Office of Mark M. Campanella, RATEX Credit Solutions, LLC, VanScoter Insurance Agency, LLC, First Rochester Mortgage, and Nothnagle Realtors.

NEVER FORGET THEIR SACRIFICES

For those of you who are unaware, today is National POW/MIA Recognition Day in the United States. In commemoration of the sacrifices and service of the thousands of military personnel identified as either prisoners of war or missing in action since the Vietnam War, I would urge everyone to take a moment to remember them and their families. May God bless them and see clear their way home.

A POW’S PRAYER – By Henry R. Tavares


God, please grant me
The courage and endurance
To persevere at the hands
Of my enemies.

Please endow me with the presence
Of mind to always remember
Who and what I am.

Gift me with the needed fortitude
To resist all torture and deprivation
Be it mental or physical.

And most of all dear lord
Grant unto me the power and ability
To keep my soul and resolve,
American, to the core.

LEST WE EVER FORGET...

A flag of honor, a flag for reflection

It stands for us all uniting this nation.

It will keep in our minds this tragic day,

Memories of such heroic acts shall not go away.

As we look on this flag of cloth and thread,

A field of bright red for the blood that was shed.

Not just on this day of lasting memories,

But for lives that were given throught history.

Two towers of strength that rose up so high,

Reaching for dreams, they stretched to the sky.

They lay now in ruin at the hands of hate,

Great symbols of our nation have met this fate.

Out nation’s military housed in a fortress of steel;

We’re reminded this day that war is so real.

Hitting the heart of our power and might,

Rise up America, this terror we must fight!

Stars that shine on a field of bright blue,

Remind us of heroes with hearts so true.

An ordinary day, it had started out to be,

Soon their lives would be given for you and me.

A circle is drawn to stand for our nation’s unity,

A nation coming together through such tragedy.

A reminder is given for all of America to see,

That our freedom is never really free.

“God Bless America” is written in white,

Make this your prayer each and every night.

God is always with us, He knows our needs

Bring America back to God, should be our decree.

Much was given, many were lost on this day,

A man of terror tried to take our spirit away.

Do not let our new found spirit and unity fade,

As you look on this flag, remember this day…

By Lt. Tom Robinson, Wilmington, NC Firefighter

CONSIDERING FORMING A SMALL BUSINESS (Part II)? IS AN LLC OR S-CORPORATION RIGHT FOR YOU?

Even the most brilliant innovators and entrepreneurs require protection, but from what you might ask. The answer is actually suggested by the question itself, and is quite simple: you just don’t know. You never really know all of the things that might present themselves as potential liabilities, real or imagined, against you and your company. To the extent possible, one of your first goals as an entrepreneur is simple: shield your interests, corporate and especially personal. Exposure is everywhere, and everyone’s looking for certainly against that risk. While nothing is an absolute guarantee, there are nonetheless a myriad of ways to protect your individual interests, all the way from umbrella insurance policies to corporate formations. The latter serves as the fodder for today’s article.

While virtually everyone’s heard of a corporation and a limited liability company, practically speaking, not many understand the differences between them and which is the right choice for their particular business. Truth be told, even professionals sometimes differ on these opinions. Attorneys and CPAs have a notorious reputation, rightly or wrongly, for recommending a different entity selection to the same client. Is one suggestion necessarily right or wrong? I guess that depends on whether you’re speaking with the attorney or the accountant. Regardless, whenever considering the formation of a business, one should consult with a trusted advisor to ensure the right choice.

With all of that said, I’ll use the balance of this article as a primer on some of the primary similarities and differences between corporations and LLCs. In particular, given that we’re talking about start-ups, this article focuses on S-corporations rather than C-corporation. For a more detailed discussion of the difference between S and C-corps, feel free to review my prior article which addresses that issue. Now, on to the discussion at hand..

1. Formality and Liability Shield: Let’s start with one of the primary reasons that individuals form a legal entity to conduct business in the first place – the creation of a business shield. Both corporations and LLCs provide their shareholders/members with liability against corporate liabilities. There are really only a couple of caveats to that rule. Regardless of whether you’ve chosen a corporation or an LLC, each entity has certain formalities that must be strictly adhered. If you fail to abide by those formalities, you risk the entity being set aside, and the courts recognizing that you are personally liable for the corporate liability at issue. Aside from adhering to corporate formalities, unless the owners engage in egregiously fraudulent and intentional acts under while acting in the name of the business, the courts will honor the shareholders’/members’ liability shield.

2. Membership Size: If the potential number of members in the business is a concern to you, either in terms of your intentions to grow the business later on or who you may want to bring in as a member, here are a few other considerations. S-corporations are limited to no more than 100 shareholders, and all shareholders must be United States citizens or permanent residents. If your business is facing circumstances that might circumvent either of those restrictions, then your s-corporation could lose its status and revert to becoming a C-corporation. Such being the case, LLCs might be your best alternative if you expect to face either of those possibilities.

3. Pass-Through Versus Double Taxation: Both S-corporations and LLCs are considered pass-through entities for tax purposes. What does this mean in practical terms? Unlike C-corporations that face taxes on not only the corporation itself, but on the earnings paid out to the corporation’s owners, the company profits of S-corporations and LLCs are only reported on the personal income tax returns of the businesses’ respective shareholders or members. In this way, members of S-corporations and LLCs avoid that dreaded “double taxation” that so many fear when forming traditional C-corporations.

4. Income and Loss Allocation: On the related issue of taxes, another significant difference between S-corporations and LLCs comes in the form of income allocation. LLCs are often a favored entity because of the flexibility they allow their owners, especially when it comes to income allocation. Quite distinct from S-corporations, where shareholders incur income and losses subject strictly to their pro-rata shareholder interest in the business, income and loss between members of an LLC can be disproportionately allocated among its owners. Regardless of what each member puts in to the business, they can nonetheless enter into any sort of allocation agreement they might like vis-à-vis the operating agreement. The members will then be taxed accordingly by the Internal Revenue Service.

5. Membership Levels: Here’s just a quick note on the availability of differing membership classes in S-corporations and LLCs, but one nonetheless worth making. As far as S-corporations are concerned, shareholders own only one class of stock, which are either voting or non-voting shares. They cannot however have distinctions like common stock and preferred stock. Non such limitations exist relative to LLCs where you can have different membership classes with different priorities and preferences.

These are only some of the many important features that align and distinguish S-corporations and LLCs from one another. When you’re considering starting a new business, it’s critical to have a firm grasp on all aspects of the entity differences to ensure an appropriate choice, so always consult with a qualified professional to assist with your decision.