Why is This Man Laughing?

This is the first part in a series of things stupid people need to know when they pretend to be qualified to sit on corporate boards.
D&O insurance only covers misfeasance and malfeasance, but not intentional torts such as libel, slander, Section 1983 and 1985 civil rights violations and violations of constitutional rights, among a laundry list of other actionable conduct. For more information about insurance coverage, contact a lawyer competent in such matters.

James H. Joseph
Pegasus Chauffeured
Motor Cars
Pittsburgh, Pennsylvania
jhj@pegasus-pittsburgh.com

[This message was edited by JHJ on January 16, 2001 at 10:45 PM.]

This is the second part in a series of things stupid people need to know when they pretend to be qualified to sit on corporate boards.
When directors get sued individually, they frequently need to have separate legal counsel because of conflicts of interest among them. This is very expensive at $250 to $350 per hour times the number of directors that may sit on large corporate boards.

James H. Joseph
Pegasus Chauffeured
Motor Cars
Pittsburgh, Pennsylvania
jhj@pegasus-pittsburgh.com

[This message was edited by JHJ on January 16, 2001 at 10:44 PM.]

This is the third part in a series of things stupid people need to know when they pretend to be qualified to sit on corporate boards.
Some poorly drafted corporate by-laws do not contain indemnification provisions whereby the corporation is required to indemnify its directors against liability incurred in their capacity as directors.

James H. Joseph
Pegasus Chauffeured
Motor Cars
Pittsburgh, Pennsylvania
jhj@pegasus-pittsburgh.com

[This message was edited by JHJ on January 16, 2001 at 10:44 PM.]

This is the fourth part in a series of things stupid people need to know when they pretend to be qualified to sit on corporate boards.
Even if your term ends or you resign from a board after a cause of action has accrued because of the board's conduct, you can still be sued and held liable. Sometimes the litigation continues for years and it is very expensive, especially when the conduct giving rise to the lawsuit(s) isn't covered by insurance. Having a "z" in your name doesn't make any difference.

James H. Joseph
Pegasus Chauffeured
Motor Cars
Pittsburgh, Pennsylvania
jhj@pegasus-pittsburgh.com

[This message was edited by JHJ on January 16, 2001 at 10:57 PM.]

This is the fifth part in a series of things stupid people need to know when they pretend to be qualified to sit on corporate boards.
Frequently when a corporation and its directors are sued for intentional conduct, they cannot get D&O insurance, or it becomes very expensive - too expensive for some corporations to pay the premiums. Then nobody will accept board seats (except of course, for the very stupid with big egos and those with a "z" in their name) and the corporation will be dissolved.

James H. Joseph
Pegasus Chauffeured
Motor Cars
Pittsburgh, Pennsylvania
jhj@pegasus-pittsburgh.com

[This message was edited by JHJ on January 16, 2001 at 10:56 PM.]

This is the sixth part in a series of things stupid people need to know when they pretend to be qualified to sit on corporate boards.
Most corporate by-laws, and almost all corporation laws, provide that to have a legal special meeting of the board of directors there must be written notice of so many days ahead of time of the meeting and the written notice must specify the business to be transacted. If that doesn't happen, the meeting isn't legal and any action taken is ineffective, and the privilege of acting as a board is lost. Therefore, directors should be careful for when they are not acting at a legally called meeting, or acting on a subject that cannot legally come before the meeting because it was not contained in the notice, they are acting as individuals and can be held personally liable in money damages for their conduct.

James H. Joseph
Pegasus Chauffeured
Motor Cars
Pittsburgh, Pennsylvania
jhj@pegasus-pittsburgh.com

[This message was edited by JHJ on January 16, 2001 at 10:59 PM.]

This is the seventh part in a series of things stupid people need to know when they pretend to be qualified to sit on corporate boards.
Unfortunately, there is no law or rule against terminally-stupid people sitting on corporate boards, even if they have a "z" in their name.

James H. Joseph
Pegasus Chauffeured
Motor Cars
Pittsburgh, Pennsylvania
jhj@pegasus-pittsburgh.com

This is the eighth part in a series of things stupid people need to know when they pretend to be qualified to sit on corporate boards.
Some particularly stupid people, almost all of whom sooner or later end up with the initials "GJ," think that by-laws are "guidelines." If you find one of these on your board pretending to lead you out of the legal wilderness and they tell you you don't need to consult with legal counsel, run the other way!

James H. Joseph
Pegasus Chauffeured
Motor Cars
Pittsburgh, Pennsylvania
jhj@pegasus-pittsburgh.com

[This message was edited by JHJ on January 16, 2001 at 11:22 PM.]

This is the ninth part in a series of things stupid people need to know when they pretend to be qualified to sit on corporate boards.
Sometimes people sit on corporate boards in a non-voting capacity. This does not insulate them from liability when they participate in unlawful board action in concert with others. Many times these people are reputable representatives of large public companies, and their employers get particularly excited when they get embroiled in litigation. Sometimes those corporations cause their employees to resign and stop supporting the corporation on whose board they formerly sat. This can have serious repurcussions for the business of that corporation

James H. Joseph
Pegasus Chauffeured
Motor Cars
Pittsburgh, Pennsylvania
jhj@pegasus-pittsburgh.com

This is the tenth part in a series of things stupid people need to know when they pretend to be qualified to sit on corporate boards.
If you sit on a corporate board and the corporation and all of its directors get a letter from a lawyer telling them that they are about to be sued, be sure that notice of that threat is immediately given to all insurers with policies that might cover the claim being asserted, including your own business and homeowners' insurance policies. If you don't do so, the insurance company will have no obligation to defend you or to pay if you are found liable by a jury. If the claim is for an intentional tort, those policies will probably not cover such a tort, but you should notify the insurance carrier anyhow just in case. If you are in the process of changing insurance companies, you must be very careful to evaluate the old and new coverage. Some policies are on a "claims made" basis, which means they do not cover what is claimed to have happened when it happened, but coverage is based on when the claim is made. If the new insurance policy is different, your coverage could fall in a crack between the two and there would be no coverage. If you have a "claims made" policy that is ending, and your new policy is not a "claims made" policy, then you should be sure to buy a "tail" on the expiring or replaced policy to protect against a failure in coverage. Purchasing a "tail" can be expensive, especially where there is reason to know that a claim is going to be made - such as if you were to read about it on the internet before the lawyer's letter arrives. This is really quite complicated and when changing insurance policies be sure to seek the advice of legal counsel - NEVER rely upon your insurance agent, they are mostly flacks who hype the coverages of companies that pay them the highest commissions and they really know very little, if anything, about commercial coverages.

James H. Joseph
Pegasus Chauffeured
Motor Cars
Pittsburgh, Pennsylvania
[EMAIL]jhj@pegasus-pittsburgh.com[/EMAIL

JHJ,

I really enjoy reading all the post on this site. However, I starting to lose what your final point is. Post after post, too long. I'm beginning to skip over the JHJ posts. Shorten your post and so we can keep up.
Thanks

I'm sorry, the posts in this topic may seem hard to understand, but they will become very clear in a couple of weeks. Hang in there. There are about two dozen people who understand them easily because they have key information which is missing from these posts. For the rest of you, these are teasers of things to come.

James H. Joseph
Pegasus Chauffeured Motor Cars
Pittsburgh, Pennsylvania
jhj@pegasus-pittsburgh.com

Jim

Yes I am one of the few who understand your posts. However, I am not laughing. I find this to be a waste of your talents.

You have opened a door, don't go nuts on the membership.

John Sinibaldi
NLA Board Member

John -

I don't think you understand that this has gotten very personal. I want to sit down at a table opposite every NLA director when they are under oath and examine them for a day or two about a lot of things, and they will have no choice but to sit and answer questions for as long as I want to ask them. They will have to justify or flaunt their stupidity. They will be embarrassed and mortified. It should be the most uncomfortable time of their lives, and I will try my best to make it such. Even if the NLA board gets a few decent people on it, this board has to be stamped out and have a stake driven through its heart, or it will come back again (look at George "Dracula" Jacobs, back from the dead). It must have its nose rubbed in camel-dung, as my grandfather would say, and there's no one to do it except me. I'm not going crazy on the membership, because they are hapless and have no clue, and the vast majority, as we all know, don't care. So let's not go invoking the "membership" as a shibboleth like all the other sacred cows running around the business - "for the good of the industry," "to help the little guy," "unpaid volunteers on the board working for the good of the undustry," etc. Makes you want to puke its so disingenuous. Most NLA directors are in it for what it can do for THEM. Now I'm in it for what it can do for ME.

James H. Joseph
Pegasus Chauffeured Motor Cars
Pittsburgh, Pennsylvania
jhj@pegasus-pittsburgh.com

I read all of these postings and I would like to sum them up for all of you readers. It is apparent that the NLA is useless and a waste of money, do you really need a outside company that does not monitor who its members are? So you are a part of a group that is as good or as bad as its members; who for a small fee can join without prejiduce to there ethics in the industry. So to keep it short do not become a member, let it fold and be proud of who you are, for only you know how you really conduct business. http://limos.infopop.cc/groupee_common/emoticons/icon_wink.gif

Sorry that you feel that way. Do you belong to an State Association?

The NLA is not perfect. But together we form a voice for our industry. We have been active on Captial Hill. Trying to get the gas gusler tax repealed. We are able to lobby the hill with the help of our membership. It we get this tax repealed it will help everyone in our industry, even those who are not members. Like to save $1800 or more?

As a Board member, I am working toward the goal of the NLA to provide enducation to its members and to be a voice heard by both Federal and State Agencies.

John Sinibaldi
NLA Board Member
Vendor Liason Chair