The chapter: Let’s make a corporation to own the house. We’ll pay ourselves rent. We’ll make it endure for 30 years, to see how things go. All members will be stakeholders.
The state: Sounds like a plan.
Crip and Gingerman: Let’s just make the corporation permanent, so we don’t have to remember to re-up in 2021.
The state: Sounds like a plan. Just file those annual reports.
Later that decade…
Crip and Gingerman: pay your rent
The chapter: go fuck yourself and your “rent.”
The Brains: We’re taking over. We’re smarterer and shit. (ed. that whole story is here)
1998 ish -
The brains: Annual reports suck. You spend $30 to keep your important corporateness alive. Fuck that noise.
The state: Sounds like a plan.
The state: So does administrative dissolution.
2003 ish -
One particularly brainy fellow: Ooooooo. “Administrative dissolution” sounds like a scary thing.
Otter: Point of parliamentary procedure!
Hoover: Don’t screw around, they’re serious this time!
Otter: Take it easy, I’m pre-law.
Boon: I thought you were pre-med.
Otter: What’s the difference?
In any event, this one particularly brainy fellow:
consults Kiyoshi and his mom a Ouija board flips a coin calls an experienced attorney who is an alum and would answer for free
- makes shit up and decides that he does not want to take on any personal liability for the dissolved corporation or whatever it’s called since then.
The state: If you’d spend 5 minutes online instead of dousing yourself with AXE, you’d know that corporations exist to shield people from individual liability – that’s their whole point. Also, once the dissolved corporation is reinstated, it is treated as continuously existing – like Elvis never left the building.
One particularly brainy fellow: Ooooooow. Knowledge based on actual facts makes my brain hurt. I’ll just make a new company, called Poopy, because poop is funny. It will be mine, because I am
usurping corporate opportunitiessmart.
One particularly brainy fellow: Then I’ll say I do business under the name “housing corporation.” And also “Alumni.”
One particularly brainy fellow: It will be like the old business never left, especially since this is all a secret, so no one with any sense says “what the fuck are you doing, pretending to be us?” (Or “breach of fiduciary duty.”)
One particularly brainy fellow: Ooooooo. I will mortgage the fuck out of the house for repairs (which in many cases won’t actually happen).
The County Clerk: There’s still that pesky issue about you not having the legal right to do that.
The chapter: We would have a few questions, if you discharged your duty to disclose all your clandestine bullshit.
The brains: Oh fuck that! Here! Here is the title to the old barn! We’ll even give you a warranty deed, since the house is free and clear!
One particularly brainy fellow: Wait, let’s have a pretend meeting of the dissolved corporation, and let people vote and shit like that, even though it’s really a meeting of Poopy and what these morons say is meaningless!
Squealer: No one believes more firmly than
Comrade NapoleonMr. Smart Fellow that all animalsbrothers are equal. He would be only too happy to let you make your decisions for yourselves. But sometimes you might make the wrong decisions, comrades, and then where should we be? 5 minutes a few days later -
The Brains: here’s your deed from the old corporation with stakeholders to your new one.
One particularly brainy fellow: Ooooooo. Here, company we’ve been working with since before the pretend meeting, here is your mortgage!
The “not quite at arm’s length” bank: Yay! Let’s watch these morons blow their wad on strippers and cocaine!
Some repairs/upgrades actually have occurred. The debt is not paid down at all, evidently.
One particularly brainy fellow: Collecting rent is hard. Those guys don’t like paying it, so they don’t.
National: Appoint some members of our property subsidiary to be Poopy members. We’re here to help, like we’re FEMA fixing Katrina.
National: We now “own” the house because the corporation* fucked everything up
(obviously we mean the corporation that the Brains let wither and die years ago and not Poopy, which has been hidden from you.)
The County Clerk: You only own it if you’re Poopy.
National: Whatever. Shut up.
National: Truth and “full disclosure” are overrated. It’s not like “brotherhood” or “character” are binding cardinal principles or anything. It’s not like we swore oaths, or are bound by honor or fiduciary duty or anything.
The Chapter: Yes, of course. We totally do not have ANY alumni who have ANY experience in this sort of thing, either for legal advice, operations, or auditing the money trail. We’ll just sit here and believe you. Your leadership and experience will save us!
National: We “own” the house. We must sell it, because the money is all fucked up and there is a bunch of deferred maintenance that we didn’t do and don’t want to pay for.
Some alumni: Hmmm. Money not spent on repairs after all. National “owns” the house, yet did not straighten things out. No audit of the loan money. No financial reports from National’s “ownership.” Hmmmm.
National: Shut up.
National: Yay! We unloaded that house at a bottom of the market price! We never paid down the debt! We paid off the full amount! After that, there was about $6K left! We kept that!
The Chapter: Wasn’t that supposed to go to us?
National: Fuck that noise? You owed us!
The Chapter: Huh?
The County Clerk: You did not have a recorded security interest in the proceeds of sale. You were a regular unsecured creditor.
National: Fuck you.
The State: Poopy, as far as we can tell from the Articles, was owned by that one smart guy, and then a bunch of dudes were controlling members of a subordinate national corporation and Poopy.
Some Alumni: Hey wait! Conflict of interest? Audit? Accounting of loan moneys and proceeds of sale? Where are the financials on all this stuff?
National: Fuck you.
Where did the money go? Who knows? Why won’t National or Poopy open their books? One of the perks of corporateness – the assholes with all the annoying questions aren’t stakeholders in the actual entities. At best, the actives are third-party beneficiaries, but Poopy’s stated purpose now is to manage a rental property for them and is evidently doing that. And, one of the perks of Poopy is that it evidently did not continue that troublesome article from the old corporation. The one that went like this:
If the debts to National were legit, so be it (although there was no “intentional dissolution”). Still, even to the naive or untrained eye, it looks like people played fast and loose with the details, like notice, voting, audits. You know, accountability. Thirteen years of
bullshit from your own brothers shenanigans on the down low inaccurate representations and willful omissions by those associated with Poopy, and six years of stonewalling by it and National as to the financial details just don’t inspire a lot of trust. But ultimately, while the finger is pointed at them, there are three others pointed back at us.
We let this happen.