However, there is no single fit-for-all group legal plan for all
organizations. For a start, each organization has a distinct list
of requirements when contracting for legal insurance. A requirement
built on the premise of reduced administrative costs will require a
different set of legal services than requirements built on
enhancing a benefits package or protect against liability.

Legal plans also vary in what they offer: the quality of their
customer service, flexibility of plan design and finally the
experience and professional track record of their panel of
attorneys.

In order to minimize the risk of poor service and plummeting
employer satisfaction, an employer should conduct both requirements
analysis amongst its employee base to cover for their difference
needs, and a due research to select the most appropriate legal plan
to fit those requirements based on experience, integrity and track
record.

The number one criterion has to do with a lawyer’s legal
ability: someone who lays the law down for you, present you with
options, explain the ramifications of each decision you make and
give you recommendations on the best course of action. In this day
and age of complicated legal matters, many lawyers are increasingly
specialized and you stand to get better information from someone
with a practice focus in a particular area of the law than a
generalist who deals with a broad spectrum of legal issues.
Building rapport is also very important: your relationship with
your lawyer can make or break your case. You need a lawyer who
gives you candid advice and council you can trust, someone with
enough perspective to step back from an issue and look at it from
all perspectives.

Client-lawyer relationships are very limited within a prepaid
legal plan. Because of “preventive” nature of most plans, your
contact with your lawyer will be limited on many occasions. You
seldom get to talk to your lawyer face-to-face – as most of the
consultation is done over the phone – and even when you get to talk
to them, it’s difficult to build rapport when your office
consultations are limited to a dozen hours a year.

The good news, however, is you still have some options left.
When you sign up for a legal plan, you get to choose your lawyer
and there is a number of steps you can take to increase the
likelihood of getting a good lawyer. First, you need to ask for
referrals from previous clients. Ask around about good attorneys in
the network. Once you get a few names, check their educational
background, their qualifications and their professional track
record with your state’s bar association.

After you receive your referrals, don’t shy away from setting up
interviews with attorneys in the network. Most don’t mind receiving
inquiries about what they do and how able there are. |Ask tough
questions: How long have they been in practice? How satisfied are
their previous clients? How many legal problems of interest to you
have they taken recently?

What is covered? Legal plans are offered in
different models and differ in the specifics of what they cover.
While phone consultation and simple drafting and reviewing of
simple contracts are included across the board, more elaborate and
complicated legal matters are not covered. It’s best to review your
own legal needs before you choose a legal plan. Ask which legal
services will you need most and then choose a plan that provides
the best coverage given those needs. For instance, if you are a
business owner, lawsuits, lease and contract negotiations could be
high on your list and you would be looking for a legal plan that
provides coverage accordingly.

What legal coverage do I already have? Don’t
pay for coverage twice! If you have car insurance, then you are
covered for liability and medical protection, home insurance covers
you for injuries sustained on your property… Your existing
insurance policies already cover some of your legal costs and there
is no need to pay for that coverage when you select with a legal
plan.

Does the company have an in-house procedure to handle
complaints? One of the stumbling blocks of pre-paid legal
services is quality of service. Newly-licensed attorneys, phone
calls not getting answered and that ointment on any client –lawyer
relationship: fee disputes, typically involving bills made to your
credit car to cover for services not included in your contract…
This is just a specimen of the many problems people face with their
plan providers.

Make sure you select a plan that has clear guidelines as
to how to settle dispute when they arise. A company that
has a good in-house mechanism to handle complaints will generally
assign a senior attorney with the authority to handle customer
complaints of and disputes with any attorneys in the network.
Secondary sources of resolution may include your state insurance
department or bar association. Check their outlet for complaints
against pre-paid services.

What is the quality of the work they provide?
You’ll need to do some homework before you select your legal
provider. Ask these questions: What’s the firm’s reputation in my
area? How many years have they been in business? Have they been
operating in my local area for at least a year without complaints?
How skilled are they attorneys? Do they cover the locale where my
business operates? Some good places to start your background
research are your state bar association, the Better Business Bureau
and the Consumer Affairs Office.

When you sign up for a pre-paid legal plan, you have the right
to unlimited toll-free telephone access to your attorney. The sound
advice and consultation given to you by your lawyer will help you
take the necessary steps to detect and resolve any potential legal
problems before they take more dangerous proportions.

This is called in legal jargon “therapeutic jurisprudence” or “
preventive law”. Just as preventive medicine helps prevent disease
by detecting their symptoms, preventive law helps prevent serious
legal consequences by detecting early problems. In an increasingly
litigious society, there is real concern that assets you have
worked long and hard to accumulate may be attacked by creditors and
litigants, through no fault of your own. By the time a potential
claim or liability is identified, it is too late to act.

A competent attorney’s advice is your best option to minimize
your exposure to potential risks and protect yourself from legal
problems getting out of hand.

An individual prepaid legal plan is readily accessible to the general public. There are two types of individual plans: access and comprehensive. An access prepaid legal plan is the most basic plan. It is designed to give easy access to a lawyer and a set of simple legal services for a low cost. Basic services furnished include unlimited toll-free phone access to your attorney for consultation and advice, letters written by the lawyer on your behalf, brief office consultation and the drafting or review of simple legal documents.

Complex legal issues are typically not covered and are subject to an hourly or flat rate negotiable with your provider.

The comprehensive plan goes beyond basic legal services, to offer more complex and comprehensive coverage for a premium in cost. Generally, all the benefits of an access plan are provided at no cost to you, plus a broader range of services like drafting complicated legal documents, negotiations with adverse parties, legal representation in court cases such as divorce and child custody. They also cover all the costs involved in a legal litigation. Comprehensive plans typically start at around $300 per year and are most beneficial to middle-class families.

A group legal plan is typically sponsored by an organization as a fringe benefit to its members. The lawyer or law firm contracted provides free or low-cost legal coverage to all members of the sponsoring organization. Employers, labor unions and even universities are now increasingly offering group legal plans to enhance the value of their benefits package and reduce the cost of administrative burden. Law firms are contracted to provide participating members telephone and office consultation for their most frequently needed legal matters. These typically include: Preparation of wills and trusts, document preparation and review, debt and real estate matters and family law.

Additional legal coverage can be contracted according to a fee schedule negotiable between the plan sponsor and provider, and publicized to participating members.

Steps to Amend the Articles of Incorporation:

1. Easiest Method. The Corporate Filing Office
may have a form, either online or available upon request, which you
can fill out and file. So check with them first to see if the form
is available. If the form is available, you will need to describe
the change to be made and indicate that the change is approved by
the shareholders of the corporation. There is usually a small
filing fee involved. Before you file the form, you will need to get
corporate authority to take the action (The procedure for this is
described in the next paragraph).

2. Obtain Corporate Authority. Whether you use
an online form from the Corporate Filing Office or follow the
procedure outlined , you need to have corporate authority. Most
amendments to the articles of incorporation require approval of the
shareholders as well as directors. This is actually a protection
for shareholders so that fundamental changes to the corporation
cannot be made without their knowledge and approval. Authority to
amend the articles of incorporation can be obtained by preparing a
Consent in Lieu of Corporate Meeting or in holding a special
meeting of shareholders.

Please Note: This resolution can be inserted in a set of
minutes or inserted in consent in lieu of corporate
meeting.

3. Prepare Articles of Amendment. If the state
Corporate Filing Office does not have a form to use for amending
articles of incorporation, you will need to prepare one. The form
is often titled, “Articles of Amendment.” The Articles of Amendment
contain basic information about the corporation and then describe
the amendment or change to the articles. They also frequently
indicate the number of shares which voted in favor of the amendment
and the number of shares, if any, which voted against the
amendment. This form will then need to be filed with the Corporate
Filing Office together with a filing fee. Before filing the form,
you will need to obtain corporate authority

Steps to conduct an organizational meeting of the
corporation:

1. Send Notice to All Participants. All of the
initial participants are entitled to notice of any meeting. This is
fundamental to insure that any actions taken at the meeting are
legal and authorized. Requirements for a notice of an
organizational meeting should, at a minimum, include specifics as
to date, time and location of the meeting. The notice should also
state or describe the items or business to be discussed and voted
on at the meeting. Most corporate laws require that the notice be
served or mailed at least ten days before the meeting. However,
this requirement can be waived if agreed to by all of the
participants.

2. Conducting an Organizational Meeting. There
is no required procedure in corporate law for conducting an
organizational meeting of the corporation. The procedure used is up
to the initial participants of the corporation. Some (mostly larger
corporations) use a formal procedure utilizing Robert’s Rules of
Order with motions made, seconded, discussion and then a vote. Most
(usually smaller corporations) use less formal procedures
consisting of a simple discussion on issues and then a vote. The
vote can be oral or in writing but there should be a count of the
vote taken by a corporate officer, usually the corporate secretary.
An agenda of business to be conducted at the meeting is advisable
but not required.

Special Note About Quorum Requirements: A “quorum” refers to
the number of members of a body or group required to be present in
order to transact the business of the body or group. There will
likely be no quorum requirements for the organizational meeting
because the bylaws or other corporate documents, which set out
quorum requirements, have probably not been adopted yet. This is
one of the purposes of the meeting. However, it seems only prudent
that all of the initial participants be in attendance at the
meeting so that they can be involved in the organization
process.

3. Prepare Minutes of Meeting. A corporate
officer, or someone assigned by them, needs to keep minutes of the
meeting. This is usually done by the corporate secretary but can be
someone else. Minutes are simply a written record of the
proceedings of the meeting. There is no legal requirement as to the
form for minutes or how detailed minutes have to be. However, they
should be detailed enough for someone reading the minutes to be
able to know what business of the corporation was conducted at the
meeting and what resolutions were passed or failed. They should
also indicate whether a notice was given for the meeting, who was
in attendance at the meeting and who voted on various resolutions
brought before the meeting. It is also advisable, but not required,
to indicate reasons for the directors taking certain action.

Special Note: The organization of a corporation can be
accomplished without a formal meeting, just like any other
corporate action, so long as there is unanimous written consent of
the initial participants.

Steps to conduct the annual meeting of directors:

1. Send Notice to the Directors. All directors are entitled to notice of any meeting of directors. This is fundamental to insure that any actions taken at the meeting are legal and authorized. Requirements for notice of the annual meeting are usually contained in the corporation’s bylaws. At a minimum, notice should include specifics as to the date, time, and location of the meeting. The notice should also state or describe the items or business to be discussed and voted on at the meeting. Most corporate laws require that the notice be served or mailed at least ten days before the meeting.

2. Conduct a Director’s Meeting. There is no required procedure in corporate law for conducting a meeting of directors. The procedure used is up to the directors and/or shareholders of the corporation. Some (mostly larger corporations) use a formal procedure utilizing Robert’s Rules of Order with motions made, seconded, discussion, and then a vote. Most (usually smaller corporations) use less formal procedures consisting of a simple discussion on issues and then a vote. The vote can be oral or in writing but there should be a count of the vote taken by a corporate officer, usually the corporate secretary. An agenda of business to be conducted at the meeting is advisable but not required.

Special Note About Quorum Requirements: A “quorum” refers to the number of members of a body or group required to be present in order to transact the business of the body or group. Quorum requirements for a director’s meeting are most often set forth in the corporation’s bylaws. The most common quorum requirement is for the presence in person (including presence by electronic means such as a telephone conference call) of a majority of the authorized number of directors. Voting requirements are also most often set forth in the bylaws. A common requirement is that if a quorum is present, the affirmative vote of a majority of the directors present is required. If the number of people required to make up a quorum is not met at the meeting, any action transacted or resolutions passed would not be valid and could be challenged.

3. Prepare Minutes of Meeting. A corporate officer or someone assigned by the corporate officer needs to keep minutes of the meeting. This is usually done by the corporate secretary but can be someone else. Minutes are simply a written record of the proceedings of the meeting. There is no legal requirement as to the form for minutes or how detailed minutes have to be. However, they should be detailed enough for someone reading the minutes to be able to know what business of the corporation was conducted at the meeting and what resolutions were passed or failed. They should also indicate whether a notice was given for the meeting, who was in attendance at the meeting, and who voted on various resolutions brought before the meeting. It is also advisable, but not required, to indicate reasons for the directors taking certain action. For example, if the directors decided to fire the president of the company, it would be advisable to indicate the reasons. If the president were to file some form of legal action relating to the action, the minutes would reflect the directors’ reasons for taking the action.

Special Note: If a director is present at a meeting but does not vote, he/she is generally considered to have assented to or agreed with actions taken unless the director makes his/her objection known. For a director’s own protection, any objection to corporate action should be in writing or noted in the minutes.

Steps to Hold An Annual Meeting:

1. Schedule Meeting and Send Notice. Like all
corporate meetings, the annual meeting requires notice to all
shareholders (if a shareholders meeting) and notice to all
directors (if a directors meeting). The notice should include
specifics as to date, time and location of the meeting. The notice
should also state or describe the items or business to be discussed
and voted on at the meeting although it is assumed that voting for
directors will take place.

2. Conduct the Annual Shareholder’s Meeting.
There is no required procedure in corporate law for conducting a
meeting of shareholders. The procedure used is up to the directors
and/or shareholders of the corporation. Some (mostly larger
corporations) use a formal procedure utilizing Robert’s Rules of
Order requiring motions, seconds, discussion, and then a vote. Most
smaller corporations use less formal procedures consisting of a
simple discussion on issues and then a vote. The vote can be a
voice vote or in writing. There should be a count of the vote taken
by a corporate officer, usually the corporate secretary. An agenda
of business to be conducted at the meeting is advisable but not
required.

Special Note About Quorum Requirements: A “
quorum” refers to the number of members of a body or group required
to be present in order to transact the business of the body or
group. Quorum requirements for a shareholder’s meeting are most
often set forth in the corporation’s bylaws. The presence in person
or by proxy of the holders of a majority of the shares entitled to
vote on a matter at a meeting is the typical or most common quorum
requirement. If the number of people required to make up a quorum
is not met at the meeting, or present by proxy, any resolutions
passed would not be valid and could be challenged.

3. Prepare Minutes of Meeting. A corporate
officer or person assigned by the corporate officer, needs to keep
minutes of the meeting. This is usually done by the corporate
secretary but can be someone else. Minutes are simply a written
record of the proceedings of the meeting. There is no legal
requirement as to the form for minutes or how detailed minutes have
to be. However, they should be detailed enough for someone reading
the minutes to understand what corporate business was conducted at
the meeting and what resolutions were passed or failed. They should
also indicate whether a notice was given for the meeting, who was
in attendance at the meeting, and who voted on various resolutions
brought before the meeting. It is also advisable, but not required,
to indicate reasons for the shareholders taking certain action.

Special Note: In my experience, this is one of the most
effective and timesaving procedures a small corporation can use to
conduct its formal business.

Examples might be if the corporation needed to issue shares of
stock, amend the articles of incorporation to change the corporate
name, or to sell a corporate asset. A notice for a meeting could be
prepared and a meeting of shareholders held. However, this all
takes time and if all shareholders are in agreement with the action
to be taken, preparing a written consent form is much easier and
faster. Steps to conduct corporate business without a meeting:

1. Prepare Written Consent or Authorization. A
corporate officer should prepare or direct the preparation of a
proposed document, usually called a, “Consent in Lieu of Corporate
Meeting” or “Approval of Corporate Action Without A Meeting.” The
name given the document is not too significant. The document must
state in written form the action to be approved or resolution
adopted by the corporation. Reasons for the action being taken can
also be included.

2. Obtain Signature of All Participants. The
document should be read, approved and signed by all members of the
group, either shareholders or directors. If any member disagrees or
is not willing to sign the document, then this procedure will not
work (unless the corporate law of your state only requires majority
approval). In that case, the members need to follow the procedures
for holding a corporate meeting.