MONDRAGON CORPORATION                                                        

 Located in the Basque Region of Spain, this federation of worker cooperatives employs over 70,000 workers in the areas of finance, industry, retail, and knowledge. The co-ops operate on a humanist concept of business that emphasizes participation and solidarity in a shared business culture. Often cited by Noam Chomsky, Mondragon is one of the most well known cooperative companies in the world. According to Iñigo Ucín. President of Mondragon’s General Council, "Mondragon proposes a business model with a difference, based on inter-company co-operation, people playing a leading role and commitment to developing our environment. It’s a fair, equitable and supportive proposal, and we sum it up in our slogan “Humanity at Work”. "  


Blue Grass Energy cooperative has been around over seventy years and serves more than 55,000 members in 23 counties in central and north-central Kentucky from Berea to the Ohio River. Organized as a not-for-profit distribution cooperative, Blue Grass Energy still thrives on its original mission of improving life for its members. In the late 1930s 9 out of 10 rural Kentucky homes did not have electricity, so farmers and rural residents pooled their resources to help provide electricity to areas underserved by existing utilities companies.


Located in Madison, Wisconsin, the Just Coffee Cooperative was founded to work Zapatista coffee farmers in Chiapas, Mexico. Initially organized by individuals with no business or coffee roasting training, Just Coffee is now available from Portland to San Francisco to New Orleans to Lexington, Kentucky. According to their website, “[e]very time we buy something we support the system that was used to get it to us. We want to get you the best tasting cup of coffee imaginable and to transparently show you where it came from, who grew it, and how your choice affects them in a real way. Through a total commitment to complete quality– from the farmer to final cup– we continue to redefine how the coffee industry can work.”                                                                                            


The Greenbelt Co-Op Supermarket located in Greenbelt, Maryland was established in 1984. The co-op charges a low-cost, one-time membership fee of $10 but, even non-members can shop at the supermarket and pharmacy. Each year the co-op gives away $1,000 to deserving community groups. According to the co-op website, “over 8,000 members own and control this non-profit organization. The Co-op offers its customers a variety of traditional grocery items, natural and organic foods, beer and wine, a pharmacy and special events such as wine tastings, foods samplings and wellness programs."                                      


Selling only locally grown, non-GMO produce, this cooperative Farmers Market is located in Hamilton, Montana. This co-op maintains the goals of providing a venue where community and visitors come together and socialize, to stimulate the local economy, and to promote awareness about food, nutrition, health, and cooperative values. On their website, the cooperative says what makes them unique is the "rule that vendors must live in Ravalli County and their fine products, whether grown or handmade, are created in Montana.” The Farmers Market has more than 130 member vendors.


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From: http://www.hellobrio.com/learn/copyright-for-artists

BY: Jackie Jade

So What Are the Basics of Copyrights?


Copyrights are the legal system giving creators of literary and creative works the right to control copying of their work. As an artist, this means that you have the sole rights to:

  • Make copies of your work
  • Create derivative versions of your work,
  • Sell copies of your work and
  • Display the work publicly.


Other people can only get these same rights if they have your permission or have 

received rights from you somehow, such as if they bought the copyright to your work.


How Do I Copyright My Artwork?


In the United States, you don’t actually need to do anything to copyright your work. Anything that you create is copyright protected the second that it is created. Therefore, if you made a digital print on your laptop, you own the copyright to this work as soon as you create it, not just when you publish it to your website or store. Since copyright exists automatically, this means that you don’t need to go out to register your work in order to have copyright protection.
However, you will have greater protection with a registered copyright. This puts your right on public record and gives you an official certificate of registration. In order to sue for copyright infringement, your work must have been registered formally before the infringement occurred. Also if you sue and win, you will have more available remedies available.  
Before we delve more into those remedies, let’s first discuss how you can protect your art or designs and whether you should do it.


Should I Formally Copyright My Work?


Even though your work is automatically copyright protected once it’s created, I just mentioned how you have greater protection and remedies with a formal copyright. But before we talk about those extra protections, let’s discuss whether you really need to register your work.
There are a few things to consider when thinking about copyrighting your artwork, since a formal copyright isn’t necessary for everyone. Let’s think about the work that is most likely to be stolen and used without permission. This is usually work that has the most mass market appeal, such as work that can easily be recreated and used on t-shirts, posters, coffee mugs, etc.
If you work is more conceptual, abstract or difficult to reproduce, you are at less risk for having your work copied or reproduced without your permission (even though this isn’t necessarily impossible). If you feel like your work is more prone to being stolen and used by others for a profit, it might be a better idea for you to formally copyright your art. You can consult with a local attorney who specializes in this area if you want more insight.


What Happens If Someone Uses My Work Without My Permission?


Now let’s get back to what happens if someone dooes actually steal and profit from your work. If this happens, in order to file a lawsuit for copyright infringement, your work must be formally registered with the Copyright Office. So if your work wasn’t registered, you’d have to go ahead and register it before filing your lawsuit. So if you think there’s a good chance of your work being infringed, it might be a good idea to file for your copyright once your work is created, instead of waiting until you need to sue someone.
Additionally, if your work was registered prior to the infringement and you win in a lawsuit, you can get additional damages, including an award of attorney’s fees plus other incidental costs of litigation (such as filing fees, copying fees, etc). If your art wasn’t registered prior to the infringement, you can’t get these extra damages.
Another benefit to having your work copyrighted is that you are able to get “statutory” damages, which are punitive damages to “punish” the infringer. These damages can be up to $150,000 per work infringed if the court decides that it was willful infringement (meaning it was on purpose). That can be a lot compared to your maximum remedy if your work wasn’t registered prior to the infringement, which is an amount limited to the infringer’s actual profits they earned from using your work (which is whatever money they made minus their own costs and expenses).
Ok, I know this can be confusing, so let’s break this down really quick. Let’s say a company used one of your images on a coffee mug. The infringer sold 100 mugs with a profit of $5 per mug, for a total profit of $500. If your artwork wasn’t registered prior to this infringement, you’d need to first go out and register your work (since it needs to be registered before you can sue) and then your damages would be capped at $500. That’s it. But, if your artwork was already registered at the time of the infringement, you could also get those “statutory” damages of up to $150,000 per work (if it was willful infringement), plus attorney’s fees and other costs. This doesn’t mean you will actually get that much money, but it is an example to show that you have much greater remedies if your work was already registered.
This is all about weighing the costs and benefits. As I mentioned above, not everyone is likely to have their work infringed, so you really need to weigh everything out for your individual situation. If your work is really popular and you can see it easily being mass marketed, it may be worthwhile to look into registering for copyrights.


Ok, So How Do I Register My Copyright?


Registering your copyright requires three things: (1) your completed application form, (2) a non-refundable filing fee and (3) a non-returnable deposit (which is a copy or copies of your work to be “deposited” with the Copyright Office). You can apply either online (through the electronic Copyright Office, or eCO) or using paper forms (access the forms through the Copyright Office website). Both of those links will provide you with more information on registering your copyright, including the timelines and fees involved. Registering online is often faster and cheaper, but there are some circumstances where you might want to register through the paper forms.


Do I Need to Include a Copyright Notice?


Officially, no you don’t. Before 1989, a copyright notice or statement was mandatory on all published works, but now the notice is optional. You don’t need to have a registered copyright in order to include the notice on your work and use of a notice does not require permission from the Copyright Office. Even though you don’t officially need the notice to establish your copyright, it’s a good idea to include a notice anyways, whether or not you officially registered your copyright. Why?
Your copyright notice lets others know: (1) your work is protected by copyright, (2) the copyright owner and (3) the year of first publication. Thereafter if your work is ever infringed and your work has the notice included, this will make your case stronger and the infringer won’t be able to argue that she didn’t know the work was copyrighted.
You should place this notice on all of your individual pieces. You can include it on the front of the work or, if this would look ugly, you can include this on the back instead. You can also include a watermark with the copyright symbol on any of your works of art online so that no one can easily steal and copy them. If you are a blogger or have a website, you should also include the notice on your website.
It doesn’t need to be anything huge and can be as simple as this example: © 2015 Jane Doe. It’s a good idea to include this anytime you share your work, since it puts others on notice that you are the owner of the copyright. Then if there is ever an issue, the infringer can’t argue he or she didn’t know it was copyrighted work, since your copyright notice is right on there!


Make sure you have your “Roadmap!”(part 1.)

When starting a limited liability company (LLC) with multiple owners or investors, it is important to have a roadmap of how profits and decision-making power will be distributed. This is where an LLC operating agreement comes into play. Operating agreements are essentially contracts among the members of a LLC, which outline the details of the company’s operations. Here are a few things that should be addressed in an operating agreement:

  • Initial Capital Contribution- At the outset of the formation and founding of the company, all of the members need to define their initial capital contribution. In Kentucky, the contribution can be in the form of capital, equipment, or even services. If the contribution is in the form of services, an additional agreement is needed to help detail what that will look like.

  • Distribution of Losses & Profits- An operating agreement should state how profits and losses will be distributed among the members. One benefit to operating agreements is the flexibility they provide for the distribution of profits and losses among members.

  • Buyout/Sale of the business- An operating agreement should detail different issues related to the potential buyout of a member’s shares or the sale of the business. This includes how member shares will be valued, any limitations on the sale of shares, and the amount of voting power required to approve a sale.   

  • Voting of members- While voting power is usually distributed according to the economic equity a member owns in the LLC, this is not required. Once again, operating agreements can be flexible to fit the needs of the company and its owners. Being clear on each member’s voting power and what amount of voting power is needed to pursue an action is super important for an operating agreement.   

  • Dissolution of LLC-The operating agreement should include triggering events that would cause the business to be dissolved and what is required to dissolve the LLC.


Be sure to check out part 2 of this post for a few more tips on what should be included in an operating agreement! If you’re forming a new multimember LLC, contact me and I can draft an operating agreement for your new company!




Here Are The 8 Musts:

1. Build a board that enforces accountability and proper management. Boards need to be held accountable for their performance and provide proper leadership to their organization. 

2. Focus on the Mission of the organization and the people that the organization would serve and stay mission driven.

3. Determine the responsibilities and the legal duties of the board and make sure your board is a manageable size. 

4. Time management. This means managing the time spent in meetings properly. Plan your meeting and allocate time accordingly so that the meeting runs smoothly and efficiently. 

5. To ensure participation of all members determine the role and responsibility of each member, so everyone is held accountable for something. Distributing tasks to each member will allow them to have a key role.

6. Keep each meeting consistent. Consistency is key to avoid disorganization and mismanagement of the board meetings time.

7. Outline the mission and basic responsibilities of the organization in the meeting. Hone in on the purpose of the board and uplift its mission. 

8. Board Self Evaluation. Allowing the board to evaluate itself creates a formal process that demands ethical and legal integrity. Board self evaluation is another way to keep the publics trust. 



Technology has taken over and become the entrée into a variety of industries, including fashion. This blog highlights a recent interview with Alain Beltran, founder of the Miami-based website and app Fashje. Beltran combined fashion and technology into an exciting endeavor that seeks to change the way members of the fashion community communicate and gain exposure. We were able to catch up with Alain before his move to New York, and excerpts from the interview are below:

1.)   What is your educational background?

Alain Beltran: I graduated from Florida State University, with Bachelor’s degree in Finance. I grew up wanting to be a fighter pilot, and also had a love for urban planning & engineering.

2.)   How did you come up with your idea for the app Fashje?

AB: I thought the fashion world was missing the eyes and ears of the common fashion person. There are not any avenues to date where fashion lovers could come and share, network, and socialize without being flooded with other topics. So, I told myself why not give the fashion community a place to meet. Fashje is going to provide an unknown designer, stylist, blogger, collector, model, etc. a platform to get exposure.

3.)   What value does your app create for your customers/users?

AB: The value Fashje creates for users and customers are:

  • Gives a platform to grow a fashion business.

  • Ability to truly interact with other fashion enthusiasts.

  • Provides the opportunity to create a Startup fashion blog.

  • Create an online clothing business without purchasing a website.

  • Exposure

4.)   What advice would you give other startup founders?

AB: I am going to keep it simple! Get comfortable with the unknown, know the startup hierarchy by having an understanding of the process of being a startup, and most importantly, FIND balance.

5.)   What has been the hardest part of being startup founder?

AB: The hardest part of being part of a start up is doubting your ability. You constantly question yourself. Will this work? Is this a good idea or is this idea worth the time? At times being a part of a startup is all a mental game. You just have to fight your way through it, all while being stubborn with the process.

6.)   What is your vision for Fashje in the future?

AB: My vision for Fashje is being the source of information, networking, and creating a “meet up” for the people that want to be part of the fashion industry.

Check out Alain’s site fashje.com or download the app in the Apple or Android store, and be part of this expanding community. For any advertising, sponsor, collaborate effort please reach out to him at abeltran@fashje.com.



For those interested in starting a clothing line or startup, feel free to contact me. I look forward to working with you and supporting your efforts to get all necessary legal documents ready. I am confident that we can meet the challenges ahead.


Are you looking to expand your business or venture down a path to self-employment? Can’t decide between hiring employees and contracting a third-party for help? This post includes the key facts you may need to consider.

Who are you looking for?

  1. Independent contracting is defined by the IRS as, “the payer has the right to control or direct only the result of the work and not what and how the work will be done. The earnings of the person working as an independent contractor is also subject to Self-Employment Tax.”

  2. On the IRS website, an employee is a person that is controlled by you in regards to what work will be done and how the work will be done.

Untitled design-15.png
Untitled design-14.png

These definitions can sometimes be unclear, so Common Law Rules are used.What are the Common Law Rules? IRS.gov also mentions some Common Law Rules that are the deciding factors on control and independence.

  • Behavior. A worker is an employee when the business has the right to direct and control the activities of the worker. Therefore, if the employer makes determinations as to the direction and control of the work, the person is more likely to be considered as an employee. Direction and control includes if an employer gives instructions on when the work will be performed, where the work will be performed, what tools the worker will use, what order or sequence to follow when performing the work, and what other workers may be hired to assist with the work. On the job training is also a strong indicator that a worker is an employee. Independent contractors usually use their own methods and tools to complete the work.

  • Financial control. This involves a question of if the business has the right to control the economic aspects of the worker’s job. An independent contractor often has a major investment in equipment used in services for others. However, a significant investment is not necessarily a sign that a worker is an independent contractor. The opportunity for profit or loss is a very important factor. Having the possibility to incur a loss is an indicator the worker is an independent contractor. There are occurrences where expenses may exceed their income from the work. An independent contractor is free to seek out other business opportunities.  Also, the method of payment is often a major indicator of an employee versus an independent contractor. An employee is guaranteed a regular hourly wage or a salary for the work they perform. An independent contractor is usually paid a flat fee for the job. However, in some professions such as law, contractors can be paid hourly.

  • Type of Relationship. The relationship between two parties generally falls into the categories of written contracts, employee benefits, permanency of the relationship, and services provided as key activities considered under the law. However, the IRS is not required to follow a contract stating that a worker is an independent contractor. It is determined by how the parties work together. Benefits are not granted to contractors. However, a lack of benefits does not mean the worker is an independent contractor. Benefits vary by companies. In addition, if you hire a worker with the expectation that the relationship will continue indefinitely, this is evidence there may be an employer-employee relationship. Independent contractors usually work for a specific project or period. Thus, why contracts are helpful in determining the work an independent contractor will  perform.

Pros and Cons

Independent contractors have to pay their own Social Security and Medicare taxes and health insurance. Employees share this tax with their employer. However, contractors quality for tax deductibles in the performance of their work, which is an advantage. Employees hold the advantage of a stable income.


Employees have the advantage when it comes to taxes. Employers pay 50% of your social security and Medicare taxes. Independent contractors have to pay for those taxes on their own.  The Self-employment tax is (15.3%) of your earnings. This tax consists of 12.4% Social Security tax & 2.9% Medicare tax. Contractors must pay and file a Form 1040 if they earn $400 or more. Contact a tax preparer to learn more about how to set aside money to pay these taxes so you will not owe the IRS.

Worker’s Compensation: Protect your business from civil suits

Worker’s compensation is a form of insurance that provides wage replacement benefits, death benefits, medical treatment, vocational rehabilitation, and other benefits to employees injured in the course of employment. Each state establishes laws governing worker’s compensation. Independent contractors are not eligible for worker’s compensation coverage because they are not employees. However, some independent contractors purchase their own insurance. This is more common with construction workers.



Are you a current or aspiring innovator, but need help financing? E. Jones Law & Policy has some valuable information to help you!

For companies seeking capital, financing falls into two types: Debt or Equity. Debt involves borrowing money that requires repayment, and the repayment most commonly includes interest on the amount borrowed. Equity involves raising money through selling an interest in the company. Attracting equity can sometimes be through finding “Angel” investors, who are usually high net worth investors seeking big returns through private Investments in start-ups. Or, venture capital funding is another equity option provided by investors with perceived long-term growth potential.

Seems too convoluted? Luckily, there are many resources that are available! This blog contains a number of hyperlinks for you to access different websites with loan and investing opportunities for your company, no matter how big or small.  

The Kentucky Cabinet for Economic Development has great financing resources for entrepreneurs! I have added their chart to this blog. Click here for the descriptions.

You can access another helpful chart from Louisville Metro that describes different financing sources for your business as well. You can access the different opportunities through Louisville Metro here.

You are just a click away from financing your business! The local Small Business Administration and KIVA also provide other opportunities in the form of loans with varying interest rates.

SBA(KY District/Louisville)- The Small Business Administration has a loan program with SBA approved lenders. The maximum loan is $5 million.  There is no minimum amount. However, the United States average loan was $371,628 in 2015. Interest rates vary. There is also a local SBA KY District that can aid you in your entrepreneurial endeavors. For all those nonprofits and community-based organizations out there, SBA also has Microloans specifically for you. The average loan amount is $13,000. Interest rates can range from 8-13%. When you are ready to connect with SBA lenders, it is an easy 3-step process to begin, and you can click here.

The SBA can also provide technical expertise and helpful information.

The SBA website has a learning center of free 30 minute video-courses of different elements of entrepreneurship. Topics include accounting, customer development, sales, and more. View the list here. After each video, you can receive a certificate of completion. In addition, SBA has a specific course for millennials here. This course introduces the basics of creating and financing a successful business.

KIVA Louisville City- KIVA is a nonprofit organization that provides a platform for small business owners to get financed and to get connected with lenders. Louisville, KY has a KIVA program and was the 9th KIVA city in the United States, gaining this distinction before New York, NY. It is a partnership of local community groups, microfinance organizations and Kiva Zip Trustees. One of the major perks is that this organization offers 0% interest rates. No bank can top that! This method of financing is especially helpful for borrowers who may have difficulty accessing loans from more traditional lenders. Go to Kiva for more information!

5- Easy steps to apply.

  1. Fill out an online application.

  2. Join their community by making a loan to another small business

  3. Invite your family and friends to lend to you to prove your worthiness.

  4. Fundraise by getting posted on KIVA.

  5. Repay your loans.


Crowdfunding: The What, Who, How, & When

There are numerous crowdfunding websites dedicated to bringing creative projects to light, helping nonprofits gain needed money, and providing platforms for various causes to fundraise by casting a wide net via the web. With the click of your mouse and a card number, you can donate to a venture of your choosing, or you may be someone who wishes to set up your own crowdfunding page on a site such as Kickstarter, Indiegogo, Crowdrise, and the list continues. This blog gives some key information you might find helpful if you’re considering using social media and crowdfunding sites to raise money or to donate. This blog is in no way exhaustive on the topic of crowdfunding, but I have organized some things you need to know in a simple what, who, how, and when informational blog.

What is crowdfunding and what are the common types?

Crowdfunding is the practice of funding a project or venture by raising small amounts of money from a large number of people. There are two main models. The most common is the “donations-based” model, which is the primary focus of this blog. The donors are given “rewards” in exchange for pledges. These rewards are usually exclusive merchandise or a copy of the project itself. An example might be a free copy of the album the crowdfunded proceeds will be used to produce. The second model is “investment crowdfunding,” a website like “Crowdfunder” is an example. This is a platform where businesses seeking capital sell ownership in the form of equity or debt. On Crowdfunder, many of the companies issue convertible notes to investors. People who spend money in this model have the opportunity to become “shareholders” with the potential for financial return. The passage of the Jumpstart Our Business Startups Act (JOBS Act) recently expanded access to investing in startups through crowdfunding, the new rules of the Securities Exchange Commission are described here:http://www.sec.gov/news/pressrelease/2015-249.html

Who can contribute to my project and what platforms can I use?

Just about anyone may contribute to your project in the donations-based model. Popular platforms creatives and nonprofits use are Kickstarter, Rockethub, and Indiegogo. Project creators go on these sites, create a profile, and add information to attract a donations. People typically add videos, a descriptive introduction of the project, and a list of rewards given to those who donate. The benefits are numerous. Creatives and nonprofits get to use a popular vehicle to reach the public, create new contacts, and enhance their communicative power using the Internet and social media. This is also true for startups listing their company on investment crowdfunding sites, especially now that the pool of potential investors has been widened by the JOBS Act.

How can I create a successful crowdfunding project?

There is a misconception that producing a crowdfunding project is simple and easy. Yes, the internet can connect you very easily to other parts of the world. However, it requires major marketing and brand building to be successful. The creator must develop a persuasive message that its readers and contributors will be drawn toward to donate. Creatives and nonprofits should carefully craft their own “elevator pitches” in the same way that startups do. The “big picture” purpose of the campaign followed by an exciting reward and an eye-catching display, especially with video content, produces pledges. Once a crowdfunding page is launched the countdown begins to raise enough money to produce your product. It is helpful to not only spread the word about your project, but to keep your donors informed on your progress. Utilizing social media and email distribution lists are the key.

When can legal problems arise and what are my rights in the state of Kentucky?

The ultimate goal is to increase success and decrease risk. However, crowdfunding platforms do not remove project creators from potential liability. Legal issues can still occur despite any disclosure of risks on the platform page. Make sure to read the fine print before donating or creating your own page. Another major issue to consider, if you are not a nonprofit with tax-exempt status, is the tax consequence of your fundraiser. If you earned money, you still owe federal income tax. Different rules apply, however, if the funds given and received are considered a “gift” under tax law. If it is a “gift,” the donor will pay the tax if the gift exceeds $14,000. In addition, you could also owe self-employment, state or other taxes.  If you are donor, giving funds to a tax-exempt organization, you can receive a deduction for your donation. It is important to consult someone or conduct research on the tax liabilities related to crowdfunding specific to your project. Lastly, for people interested in using investment crowdfunding sites, it is important to become familiar with the rules outlined by the Securities Exchange Commission, and in particular, the new rules outlined by the JOBS Act. A lawyer familiar with securities law can help you navigate the process.  

Crowdfunding has great potential to raise money and spread the word about your venture, but it is also important to understand how to run a successful campaign, and any legal, or other types, of consequences related to your use of the platform.


The saying goes, "to get different results, you have to do different things." And, the same is true in the business world. Inequality is growing and the position of workers in the globalized, high-tech economy is becoming more and more precarious. We can think of concerns related to the well-being and protection of workers in the sharing economy or, big corporations that make decisions with the sole intention of maximizing profits without regard to the environment. We have to think differently if we want different results, and a cooperative is a different kind of company.

Cooperative 1
Cooperative 2

Cooperatives can generally be divided into 4 camps. Most commonly, a worker-owned cooperative may come to mind. These are businesses such as daycares, grocery stores, and manufacturing plants where the employees working in the company are the owners and make decisions about the company. One of the most famous examples is the Mondragon corporation based in the Basque region of Spain, employing over 70,000 worker owners. There are other types of cooperatives, however, and these include consumer cooperatives, producer cooperatives, and purchasing cooperatives.

When the people buying the goods or services of the company are its owners, it is known as a consumer cooperative. These are businesses owned by the people who use them that can help gain more competitive prices for the consumer and to fill a community need not currently being met. Consumer-owned cooperatives can, and have historically, provided services such as housing, healthcare, and utilities to their owners. Another type of cooperative, the producer cooperative, involves people cooperating to manufacture and market goods. This type of cooperative can lead to a more advantageous market position for smaller businesses competing nationally with larger companies. Lastly, a purchasing cooperative is a collaboration among buyers to enhance purchasing power. These cooperatives aggregate buying power to get lower prices for products.  

Cooperatives are unique because they operate on a collective model. They are characterized by democratic control. The International Cooperative Alliance defines a cooperative as, “an autonomous association of persons united voluntarily to meet their common economic, social and cultural needs and aspirations through a jointly-owned and democratically-controlled enterprise." They are different because the intention of the business is not just about profit, it is about the people who own them. So in 2016, I encourage you to start thinking about how you could make money differently or, how your community could look different if you and your neighbors owned the businesses in it.