At a very personal level, Dexter didn't like the idea of a corporation. It was strange to him that a legal fiction produced a virtual entity that had what he felt were greater rights than a human being. The only punishment for violating some law that a corporation could receive, was a fine. Those fines usually had little or no impact at on the corporation's bottom line.
Unlike a person who broke a law, a corporation could not spend time in jail. Products engineered and sold by a corporation could kill people, but the corporation could only be sued for monetary compensation for the deaths. It was not charged with murder or manslaughter. Some very large corporations actually performed a cost-vs-benefit analysis to determine what made the most economic sense when a product was determined to be unsafe.
It was true that the people involved in some corporate wrongdoing might go to jail, but in a strange convolution of the legal system, they were more often than not found guilty of a crime against the corporation. Individuals who committed felonies could lose the right to vote. Corporations did not have the right to vote, but there were other ways to influence politicians, and they certainly did not lose access to those other mechanisms. Dexter had a feeling that one day, corporations would get the right to vote.
Dexter wondered how much different the world would be if corporations could be 'executed' for major crimes? What would happen if a corporation that has been charged with a crime had to suspend doing business, until the matter was solved by a court, or had to post a bail in order to be able to continue to perform business? What would happen if a corporation, upon being found guilty of a crime, was disbanded? How would business be conducted if all stockholders could lose their investments, all employees could be laid off, and the warranties could be voided upon conviction of a criminal corporation? Would employees continue to accept the risks that executives placed upon them or would they demand greater visibility into corporate decision making? Would investors continue to allow Boards of Directors of major corporations to be filled with individuals who had no clue about the real nature of the business, and who rubber-stamped the decisions of the executives in charge? Would the world start to celebrate whistle-blowers who turned in crooked executives?
Dexter, feeling somewhat hypocritical, had just finished signing the papers that would create a corporation. There was a pile of paperwork stacked in front of him. They had just incorporated in the state of Maryland. Apparently, the tax laws for businesses incorporated in Maryland were less complex than elsewhere.
"Is twenty-two million dollars going to be enough to get this business started?" Dexter asked for the hundredth time.
"Yes," Ed answered patiently.
"We've already spent over twenty thousand dollars, and all we've done is become a company," Dexter said.
The majority of the money hadn't been spent on the required fees for incorporating; that was relatively cheap. The money had gone towards setting up the roles, responsibilities, and obligations of each of the investors. Dexter was the President of the company – a position that he didn't want. Ed Daimler was the CEO.
Dexter had not known Janet was the third investor in the company until contacting Charlie after the Phil Xander interview had finished. Now she was seated at the table with him and Ed, in her new role as CFO. Her accounting background made her the logical choice for that position. He wasn't sure how he felt about being in business with his ex-wife.
Legacy Coffee Machines was now a legal entity, with a full compliment of officers, stockholders, and ties to accounting firms and lawyers. They didn't have an office, employees, or even a single paperclip, but they were a legal entity. Dexter hoped that meant something.
That didn't mean they didn't have any potential employees. The website had been inundated with resumes from individuals who designed coffee makers. A lot of the resumes were from very experienced individuals. Dexter had a feeling that they could have wiped out the competition just by hiring all of their engineers.
"Don't worry about it. Right now is the time to avoid mistakes at all costs. We just spent the money necessary to avoid some very major and costly mistakes," Ed said dismissing Dexter's concerns.
Janet said, "In my opinion, it was money that was well spent."
The corporate bylaws had been quite complex. Allocation of initial ownership, outstanding shares, and the terms and conditions on selling outstanding shares had been hammered out with the help of the lawyer. The procedures by which corporate business decisions were to be made had taken another week to establish. Dexter had been the difficult one in that area.
One of the bylaws required a three-quarters majority vote by the stockholders, to approve any new product line. The goal was to prevent the business from expanding into some sort of international conglomerate that had its fingers in all kinds of products. It might prevent the business from becoming a Fortune 500 company, but they were going for long-term, slow, managed growth rather than explosive expansion.
Dexter wanted to make sure that a hundred years from now, people were still buying Legacy Coffee Machines to make coffee. He didn't want it to turn into a toaster company or have a product line of chain saws.
He was well aware of the history of a certain pen corporation that had decided that it was time to expand its product offerings. First, it introduced a line of disposable lighters. Two years later, the company launched a disposable shaver product. The core commonality among the new business areas was that the products were made of plastic, were cheap, and were disposable. After seventy-years in business, that company had three core product lines: stationary goods, disposable shavers, and lighters. He felt like that was the kind of growth that companies should strive to achieve.
"What next?" Dexter asked.
"We get over to the bank, deposit our money, get a place of business, and then hire some people," Ed answered.
Dexter wondered how much of his time was going to be spent on this business. After a year away from a full-time job, he had gotten used to working on his own schedule. He feared that this was going to result in a bigger change in lifestyle than he could possibly imagine.
"Let's get it over with," Dexter said.
"Do you have a bank that you prefer?" Ed asked looking over at Janet.
"Not really," Janet answered.
"As a matter of fact, I do," Dexter said.
"Excellent. Let's go there," Ed said.
It took half an hour for them to make it to the bank. Each of them had taken their own car since they each had different plans for after the bank visit. Dexter waited in his car while Ed and Janet went inside to create an account. The idea was that he would join them after they had established the account. It was kind of stupid, but he wanted them to have the full experience of service without him being present. He was afraid they would mistake their regular level of service as being special because he was there with them.
He wondered how they would react to the level of service they would receive while opening an account. No matter how many times he had gone into the bank, he always emerged overwhelmed by the individual attention that he received while there.
Sitting alone in his car, he thought about the strange direction his life had taken since the interview on The Phil Xander Show. He had always considered himself to be an engineer. Now, he was Dexter the Entrepreneur: President of Legacy Coffee Machines. It was a strange thought.
Despite the fact that his website was making money, he didn't really view it as a business. He viewed it as a public service that was making enough money to support itself. He definitely hadn't gone into it with the expectation of making money off of it.
Although it was to be expected, he was almost as busy now as when he had been working full time at the old company.
It was different though, and the differences were significant. He was in charge of his time. There were no six in the morning calls from his boss. He returned to his apartment before six in the evening. His evenings were spent visiting with people, reading, or even just eating a relaxed dinner at some nice restaurant.
In terms of material goods, his standard of living had actually decreased (ignoring, for the moment, the camper). His home had gone from a substantial four-bedroom house, to a two-room apartment. He no longer had a lawn to maintain. There were a lot fewer gadgets in his home. He didn't have a DVD or a Blu-ray player. He didn't have a stereo system. If he wanted to watch a movie or listen to music, he played it on his home computer. He didn't have a landline telephone, using his plain vanilla cell phone for that purpose.
No longer was he carrying his work environment around with him. His cell phone kept him in contact, but it didn't have the data plan that had once bombarded him with emails. He let everyone know that his cell phone would not accept ANY texted messages. His experience with text messages had left him gun shy of that particular feature.
In modern terms, Dexter had stepped back in time regarding his connectivity to the world. He had a cell phone that he carried with him and a basic computer at home. His office had a computer, but that was it. He had a website and two email accounts, but he wasn't a participant in the social networking brouhaha. The fact was, Dexter wanted to interact with people – not machines.
The bank was just another example of how he was achieving that particular goal. Real human tellers waited upon him. They talked to him while making the transaction. They physically handed him his cash and receipts. Everyone who had ever gone to the bank with him, had left impressed.
He checked his watch and saw that it was about time for him to go into the bank. Much to his surprise, Janet stepped out of the bank. She walked a few steps away from the front door, and turned to look back towards the bank. She shook her head in disbelief. She took another few steps and then paused to look back a second time.
Thinking that Janet had come out to get him, Dexter was further surprised when Ed walked out of the bank with a frown on his face. Ed paused after a few steps. He looked back at the bank, and then over at Dexter. His frown deepened.
Wondering if there was something wrong, Dexter waited anxiously in the car while Janet and Ed engaged in a short animated conversation. Their reaction wasn't exactly what he had been expecting. He wondered for a moment if there had been a change in management, in the past week.
Janet and Ed returned to the car. Janet rode shotgun while Ed got in the back and moved to the center of the seat where he could easily talk to Dexter and Janet.
"Wow. That's a very different kind of bank," Janet said.
"Yes," Dexter said.
Ed said, "I'd put my personal accounts in a bank like that, in a minute."
"I though you would like it," Dexter said.
"I love it, but I'm afraid that it is too small to handle the banking needs of our corporation," Ed said.
"What?"
"It's a small bank. I don't think they'll be able to arrange for the kinds of loans that we'll be needing, in the future. Don't forget that we're going to have some major expenses coming up. We'll have to float loans of tens of millions of dollars while we're getting our products manufactured," Ed said.
"You're saying it's too small," Dexter said not sure that he understood the problem.
"He's right, Dexter," Janet said, "It's all in how a bank gets money to make loans. They actually have to borrow it. A small bank like this won't be able to borrow enough to cover all of their existing loans, plus our loans."
"That sucks," Dexter said.
It kind of disturbed him that Janet was the swing vote in the business. Neither he nor Ed had a full majority. If there were any disagreements between the two men, then Janet had the final say. Considering their tenuous relationship, he wasn't sure that his interests were going to be given the consideration that they should be given.
"It sure does," Ed said.
Janet said, "Those are some really nice people in there. I was impressed."
Ed said, "I was never treated that well at my bank until my company got large enough to be a significant customer. Of course, that was back in the day when banks did provide a lot more services than they do today."
"I guess ... well ... I figured that service was an important consideration in choosing a bank," Dexter said.
Dexter had not given any thought to the kind of banking that would be required to allow the company to go forward in the future. It was kind of a shock to discover that small and personal wasn't good enough. He felt that in going with a larger bank that their account wouldn't be important enough to get the kind of service he wanted.
"It is, but it isn't the most important consideration," Janet said.
Ed said, "You've got to realize that we'll probably be approaching a billion dollars a year in sales, at some point in time. There will be times when our short-term financial requirements are going to be substantial, and we won't have the cash on hand to meet them. We'll need loans to carry us during times of growth."
"Those loans could be huge," Janet said.
She might not have ever run a business before, but she had gone through the books of a lot of businesses. She knew how important the ability to get access to significant amounts of cash on short notice could be for a company's survival. In this matter, she was firmly on Ed's side.
"This really sucks," Dexter said.
Ed said, "I made an appointment to see the president of the bank this afternoon. I'll see if they are able to handle our banking needs."
"Thanks," Dexter said.
"You never know. After all, this is just a branch office. They may not know some of the main office's financial ... uh ... well ... abilities. However, I wouldn't get your hopes up too much, though," Ed said.
He could tell that Dexter was a little upset that his little bank, was just a might bit too small. It had been a long time since he'd seen that kind of customer loyalty demonstrated in a retail or a banking setting. It still existed in the manufacturing world to a small degree. Often times the provider of an essential part of a product was more of a partner than anything else.
Customer loyalty was almost a thing of the past. For the most part it was because too many companies had given up on treating customers well, and had settled for just working the numbers. New business was often brought in by using gimmicks. Old customers were kept because there weren't any real reasons to leave one company for another. It was often just too much work to change companies. In some cases, there were contracts that prevented customers from being able to change companies without having to pay a penalty.
Ed said, "I'll head over there, and let you know."
"Thanks," Dexter said.
Ed and Janet discussed meeting at the bank later that afternoon. Dexter could transfer the funds into the account once it was established from his bank. After a short discussion concerning the logistics of meeting, Ed got out of the car to drive back to the hotel where he was staying. He had lunch plans with his wife.
Dexter watched Ed go over to his car. Janet sat there staring off at the bank.
"What are you thinking?" Dexter asked once Ed had driven off.
"That's a nice little bank," Janet said. "I'd actually consider moving my accounts to it. I've never been treated like that in our bank."
"Yes, it is a nice bank. That's why I moved my accounts there," Dexter said.
He hadn't missed how she had referenced his old bank as 'our bank'. He figured Freud would have something to say about it, but personally he felt that Freud was an idiot. There were times when one could read too much into something.
Janet said, "It's a shame that it's too small for our needs."
"You're talking like that has already been established," Dexter said.
"Although you aren't willing to accept it, you know the truth of the matter. It is highly unlikely that the corporation will go with this bank," Janet said.
"I know," Dexter said with a sigh. He added, "I won't fight the decision, if that is what you're worried about."
"I didn't think you'd fight it, but I know you're disappointed. It really is a nice little bank," Janet said.
"I guess there's nothing else to say about the matter. We will pick the bank that meets the needs of the company," Dexter said.
An uneasy silence descended in the car. Dexter didn't have anything more to add about the bank. In a way, he felt that topic had been milked far too much.
Janet said, "I enjoyed our date."
"I did, too," Dexter said.
"Any chance of another?" Janet asked pointedly.
It might be a cliché, but she had been sitting by the telephone waiting for him to call. The fact that he hadn't called had irritated her more than she was willing to admit. At the end of the date, she had been left with the understanding that there would be a dancing date.
"I guess so," Dexter said. "I can't find a place with dancing."
He had attempted to find some venue that would offer dancing. The problem was that he didn't want to go to some young club where they would be the oldest ones there by twenty years. He didn't think watching a bunch of twenty-somethings drink too much while looking for their next bed partner would make for a very interesting time. Perhaps a country club might have been a good venue, but he wasn't a member of one, and had no desire to join one.
"We don't have to go dancing. I enjoyed the jazz club," Janet said.
Dexter said, "I found a nice little Greek restaurant. The food is great. A nice family owns it. Even the kids work there."
"I like Greek," Janet said.
"I guess we could go there. Would Friday be okay?" Dexter asked.
"Friday night would be fine," Janet said.
"Okay, it's a date," Dexter said. "Can I pick you up around seven?"
"Perfect," Janet said.
"Great."
She sat there looking at Dexter as if waiting for him to do something. He had no clue what she wanted. The thought that she might be expecting him to kiss her flashed through his mind, but that didn't seem likely. She wasn't sending out that kind of message. It was kind of getting on his nerves.
"What?" Dexter asked defensively.
"Aren't we going home?" Janet asked.
"Uh," Dexter answered uncertain what was expected of him.
"Start the car and drive," Janet prompted.
"What about your car?" Dexter asked while looking out the window at her car.
"Oh! This is embarrassing. I forgot that I drove here," Janet said, her face turning bright red.
On hearing that, Dexter knew that he wasn't the only one feeling a little uncomfortable in this relationship.
That simple fact actually helped him relax a little.
Edited By TeNderLoin