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Star Trek – Make it So

by Miriam - December 11th, 2014

A time-waster for your Friday.  For all my Trekkie Friends:

100 Years – 100 Legacies

by Miriam - November 30th, 2014

100 Years-Legacies


This year marks the 100th anniversary of the start of World War I.

The Wall Street Journal has provided a website that shows the lasting effect of the first “war to end all wars.”  Passports came into wide use as a security measure; Pilates was developed as an exercise for POWs; Plastic Surgery was developed to address some of the brutal injuries caused by the conflict.

The list is an amazing testament to how things we take for granted, today, were first conceived or put into practice as a consequence of WWI.

100 Years – 100 Legacies Website – WSJ


Happy Thanksgiving from Lawlatte

by Miriam - November 27th, 2014

Happy Thanksgiving from Lawlatte

May you enjoy the blessings of family and friends on this day.

Tax Increment Financing Done Right

by Miriam - November 24th, 2014

Tax Increment Financing (TIF) is a way of capturing tax dollars from development to pay for the infrastructure needed for that development (roads, water, sewer, subdivision).  It has received bad press recently, and is generally regarded with suspicion, anyway, since it seems like it’s either an additional tax, or “taking away” tax dollars from other budgets, but it’s neither.  TIF captures tax dollars only from new development, and only for a limited time, and has no effect upon the pre-existing property tax base.

Here’s a terrific video that shows how TIF has been successful in commercial, industrial, and residential development, and how, for small and rural communities, it is the only tool that local communities can use to bring in and encourage development.  This video features Tippecanoe County, Indiana, as well as its neighbor county (my home county), Carroll County.  While the video certainly has a promotional feel to it, it is entirely accurate.  I know this because I serve on the local Economic Development Board, and I have seen TIF in action.

Christmas Letter-Writing Tips

by Miriam - November 20th, 2014

Christmas Letter-Writing TipsIn January, I go through all the Christmas cards we received the previous month.  I re-read the letters, take another look at the pictures, and file everything in a 3-ring binder.  I’ve been doing this since 2000, and I have two 3-inch binders almost full of letters and “annual Christmas photos” from friends and family.

I enjoy reading the letters and looking at the photos.  It’s amazing to see how everyone changes over the years.

However, there are some odd omissions I find in many letters.  So, just in case you want to get into the “annual Christmas Family Letter Writing Trend,” here are some tips to help your letters stand the test of time.

Put the year on your letter.  About 10 years after my grandmother passed away, I had the opportunity to go through her correspondence – she kept everything!  Some of the treasures I found included the letters she and my grandfather wrote to each other when courting in the 1930’s.  There were many interesting letters from friends and family members whose names I recognized, but were not dated.  Not knowing some of the people very well, I was not able to place the letters in any sort of chronological context, and some of the sparkle was lost.

On the other hand, I was charmed when reading old letters (with dates), and imagining my grandmother writing a letter in her teens and early married years.  The date provides a great connection, perspective, and context to letters, years later.

SIGN your letters!  Even if you just put “The Smith Family” at the end, it’s important to sign your letters.  I receive more than 25 letters from family and friends, and when I read them again in January (and file them away), sometimes it’s a guessing-game to determine who sent the letter (this is particularly true for my husband’s friends – many of whom I do not know well).

Print on nice paper with good printer ink.  Maybe you think it doesn’t matter, or that everyone throws out your letter at the end of Christmas, but letters on nice paper and with clear printing are a joy to read and have a better chance of standing the test of time.   On the other hand, letters on cheap copy paper from a poor quality printer sometimes doesn’t make it through the first year.

If you send a photo instead of a letter, identify everyone (and put the year!)  I don’t see your children every year, and if I don’t know you well, I might not know your children.  As I get older and my peers are adding grandchildren to the mix, it’s even more confusing.  I love to see your family pictures, but I would really like to know who I’m looking at.

Bonus – Email Letter Trend.  In recent years, more of my friends and family have been sending their annual “Christmas Letter” via email.  I don’t mind (mostly), but take time to create a nicely-formatted letter as a separate attachment to your email.

Christmas letters get a bad rap, but I think they are an important (and increasingly rare) connection between family and friends – make your correspondence count!


Text Me Merry Christmas

by Miriam - November 18th, 2014

Signs of the times.  Before Thanksgiving, and totally social media.  Yet, cute.


Evolution of the Desk

by Miriam - November 15th, 2014

Thanks to Futurelawyer for this and other gems:Computer Workstation

Evolution of the Desk

D-Rad raps Blackalicious’ “Alphabet Aerobics”

by Miriam - October 31st, 2014


Late October in North-Central Indiana

by Miriam - October 28th, 2014

Beautiful fall colors – grass still green, and my roses are blooming again. Please enjoy the photos.


Indiana Nonprofit Corporations – What is Indemnification?

by Miriam - October 6th, 2014

Fancy - Question MarkFrom the email inbox:

Our nonprofit Board has been talking about getting D&O insurance.  Our bylaws says that the nonprofit must indemnify the Board of Directors.  What is indemnification, and why do we need D&O insurance?


This is a complicated issue that generates a lot of questions.

“Indemnification” and “Directors & Officers” insurance (also known as D&O or “errors and omissions” insurance) are related, but two separate things.

OK – here’s an overview of how each works:

First, it is important to note, that this information only applies to Directors & Officers issues and insurance.  General liability and specialty insurance (like sexual misconduct insurance) are separate types of insurance, and the benefits of those types of policies is not discussed, here.
Second, this only applies to Indiana nonprofit corporations, so if you are involved with a nonprofit in another state, check local laws.

1.  The State of Indiana (in Indiana Code 23-17-13-1(d)) provides protection for nonprofit organizations and their board members (not general members) for actions taken in good faith in the execution of their duties the normal course of their activities.

2.  It is important for the nonprofit organization’s bylaws to reflect this by adding indemnification language (Indiana Code and 23-17-16-1, et seq.), so that protection is acknowledged and enforced at the Board (organization) level.  Smart board candidates refuse board service with an organization that does not include indemnification language in the Bylaws.  (More on Directors & Officers insurance, in a minute).

— This means that if a Board member is sued for actions of the Board or of the organization, then the Board member is covered by Indiana law with the same protection provided to nonprofits.

— Further, this means that the nonprofit is required to defend (and pay for the defense) of a Board Member sued for actions taken in good faith in the performance of duties as a Board Member.

— Generally speaking, if a nonprofit organization is sued, the Board members are included in the lawsuit – by name – as a matter of course.  That’s just how the shot-gun approach to lawsuits works.

— By the way, this language is typical for all types of corporations - this is not just peculiar to nonprofits.  ALL formal organizations use (or should use) indemnification language  in the bylaws.

3.  A separate question is whether a nonprofit organization should purchase Directors & Officers insurance (D&O).

— Most of the time, if there is a claim, the purpose of D&O is to pay for the attorney to defend the lawsuit.   Generally, the State protection for nonprofits will prevent a claim from being successful, but will not prevent a claim from being filed (anyone can sue anyone for anything – but that does not mean that “anyone” will win).  That said, lawyers are expensive, so there is value in the insurance, from that perspective.

— However, there are instances where there might be a successful claim, and this is why D&O insurance is important.    This is usually in situations where a board decision has either consequences that affect someone’s livelihood or income, or has tragic consequences.  I use the example of an experimental aircraft club.  The Board’s decision to allow (or not) a particular experimental aircraft to fly into an event could have tragic consequences.  A more mainstream example would involve organizations that benefit “protected classes” – the young, the elderly, the disadvantaged, the disabled, etc.  A Board decision that has a negative impact on the life (or quality of life) of a protected class could result in a lawsuit.

— Another example would be a nonprofit that handles significant amounts of money or distributes a significant amount of money or assets that might be an attractive target for a lawsuit.  A typical use of D&O is for economic development organizations that work on development projects that can be worth millions of dollars.

— Small nonprofits that fit none of these trigger points might choose to forgo D&O insurance.  This should be a board discussion and a cost-benefit analysis (the cost of D&O weighed against the relative risk of a lawsuit)

Bottom line:

1.  Nonprofit corporations must have indemnification language in the bylaws.  While not legally required, it is considered bad practice and bad faith treatment of your Board Members to not have it.

2.  Nonprofit corporations might need D&O insurance, but that should be an analysis of the Board, based upon their activities and perceived risk.

Farmland – The Movie

by Miriam - October 2nd, 2014




Excellent and very accurate portrayal of American farming.

Whether you are a farmer or not, you should watch this documentary.  Free streaming on Hulu.

Farmland The Movie (On Hulu)


Batman Evolution – The Piano Guys

by Miriam - September 30th, 2014

The Piano Guys are amazing.  Watch past the “acknowledgement” section for a few entertaining outtakes:

Caterpiller. Marketing. Win.

by Miriam - September 9th, 2014

Check out this advertisement for Caterpiller excavators.


The “behind the scenes” video is just as interesting.

“IRS” Scam Phone Calls

by Miriam - September 5th, 2014

IRS Scam AlertI’m including the entire notice by the IRS, below.  This actually happened to me – I received a very threatening phone call from someone claiming to be from the IRS and telling my that I had been reported to local law enforcement, and a warrant for my arrest had been issued for unpaid taxes.

As an attorney in small community, I know all my local LEOs, and I immediately called one of my contacts at the local sheriff’s office to report the scam.

To share the information with the community, he contacted the local newspaper, who published this article about my experience:  Fake IRS Calls Received in County.

Fore more information, check out the IRS website:  Tax Scams

IR-2014-84, Aug. 28, 2014

WASHINGTON — The Internal Revenue Service issued a consumer alert today providing taxpayers with additional tips to protect themselves from telephone scam artists calling and pretending to be with the IRS.

These callers may demand money or may say you have a refund due and try to trick you into sharing private information. These con artists can sound convincing when they call. They may know a lot about you, and they usually alter the caller ID to make it look like the IRS is calling. They use fake names and bogus IRS identification badge numbers. If you don’t answer, they often leave an “urgent” callback request.

“These telephone scams are being seen in every part of the country, and we urge people not to be deceived by these threatening phone calls,” IRS Commissioner John Koskinen said. “We have formal processes in place for people with tax issues. The IRS respects taxpayer rights, and these angry, shake-down calls are not how we do business.”

The IRS reminds people that they can know pretty easily when a supposed IRS caller is a fake. Here are five things the scammers often do but the IRS will not do. Any one of these five things is a tell-tale sign of a scam. The IRS will never:

  1. Call you about taxes you owe without first mailing you an official notice.
  2. Demand that you pay taxes without giving you the opportunity to question or appeal the amount they say you owe.
  3. Require you to use a specific payment method for your taxes, such as a prepaid debit card.
  4. Ask for credit or debit card numbers over the phone.
  5. Threaten to bring in local police or other law-enforcement groups to have you arrested for not paying.

If you get a phone call from someone claiming to be from the IRS and asking for money, here’s what you should do:

  • If you know you owe taxes or think you might owe, call the IRS at 1.800.829.1040. The IRS workers can help you with a payment issue.
  • If you know you don’t owe taxes or have no reason to believe that you do, report the incident to the Treasury Inspector General for Tax Administration (TIGTA) at 1.800.366.4484 or at
  • If you’ve been targeted by this scam, also contact the Federal Trade Commission and use their “FTC Complaint Assistant” at Please add “IRS Telephone Scam” to the comments of your complaint.

Remember, too, the IRS does not use unsolicited email, text messages or any social media to discuss your personal tax issue. For more information on reporting tax scams, go to and type “scam” in the search box.

Jimmy Fallon and Billy Joel, “The Lion Sleeps Tonight”

by Miriam - September 4th, 2014

Cute segment from Jimmy Fallon’s Tonight Show, featuring an iPad enhanced duet.  Enjoy: