Coffee for the People anyone?...
For a business: The Three Constitutions "of" and "for" America. A quick lesson on operating agreements, contracts and constitutions
Coffee shop agreement
Let’s say you decided to open a coffee shop. As part of your coffee shop, you will be selling bagels, breads, pastries, and other assorted products. You start down the path of the planning and setting the rules for how the coffee shop will run and how you can purchase raw materials from other companies.
To be able to purchase the raw materials, you will need to create a corporation because all the other suppliers are corporations. You do not barter or trade, instead you need a mechanism to make purchases.
As a rule of commerce, it is necessary to do business between entities. A man cannot contract directly with an entity or business. So, we create legal fictions so this exchange of goods and services can occur in the jurisdiction of commerce (air, sea, or international land jurisdictions). So, we get busy creating legal fictions so we can conduct business with other legal fictions.
We fill out corporate documents and get approvals as an LLC, Limited Partnership, etc…
We then need to have rules about how the business will run and who is responsible and who is in charge and other boring guidelines. So, we create either an Operating Agreement or By-Laws [“sometimes both”].
Now, most of us have no clue how to do this initially, so we get a lawyer to create these for us. That lawyer takes boiler-plate formats with a bunch of legal jargin and provides us with a format to sign and “allow” us to get moving with our big plans of our new business. Most of us never pull out the documents again unless there is a problem… heaven forbid!
You then create job descriptions with duties and responsibilities, rules, procedures, and all sorts of restrictions so your business can run smoothly.
What have we just done? We have just given the government say into our business. We created incorporation documents that make us beholden to licensing and statutes within the governmental structure. We created jobs [“doing something illegal for illicit gain”] and have admitted to having income [“taxable currency for the benefit and privilege for having a job”]. We have just diminished ourselves to legal persons.
What!?
Diversification and Enumeration
So, the coffee shop is off to a great start. However, you realize you need to make a decision on the bagel, bread, and pastry side of the business. It is going so well, you either need get more square feet in the current shop and hire more people; or you need to expand in another way.
You decide the best is to separate the distinct duties and responsibilities. You decide to create a new business to make the baked goods and this business is a sister business. You need to do all the same paperwork all over again. You realize you can save some legal fees and make copies of the original documents, change the names and some of the titles and duties, and you can submit everything for the new corporation. This happens all the time. All the same steps and you now have a new corporation making the breads, bagels and pastries in a new shop with all new licenses.
You have just created a new business and you made it wholly owned by the parent coffee shop business. This way, one reports to the other and you can wrap up the financials in one tax document and reporting at the end of the year.
Success continues
Now, the bagel,bread and pastry manufacturing is doing great. You realize you can use your parents farm and supply most of the raw ingredients for the bagel, bread, and pastries by growing the grains and mill the flours yourself.
Enter business number three (3)!
You do the same thing… make a copy of the Operating Agreement, and all the other corresponding legal fictitious entities; submit them for articles of incorporation; and BAM!; business number three.
This third business is wholly owned by the original business (or the bagel manufacturing) and you wrap up all reporting in the main parent company. This will make reporting easy and you can pass through any losses.
Black’s Law Dictionary 2nd Edition
OPERATION. In general, the exertion of power; the process of operating or mode of action; an effect brought about in accordance with a definite plun. See Little Rock v. Parish, 36 Ark. 166 ; Fleming OU Co. v. South Penn OU Co., 37 W. Va. 653, 17 S. E. 203.
Hence, an “operating agreement” is the exertion of power within the limits defined in an instrument such as an operating agreement. The distinction of a standard operating agreement versus a Constitution lies in who is affected by the rules in the instrument. See below:
Black’s Law Dictionary 2nd Edition
CONSTITUTION. In public law. The organic and fundamental law of a nation or state, which may be written or unwritten, establishing the character and conception of its government, laying the basic principles to which its internal life is to be conformed, organizing the government, and regulating, distributing, and limiting the functions of its different departments, and prescribing the extent and manner of the exercise of sovereign powers.
In a more general sense, any fundamental or important law or edict; as the Novel Constitutions of Justinian; the Constitutions of Clarendon.
In American law. The written instrument agreed upon by the people of the Union or of a particular state, as the absolute rule of action and decision for all departments and officers of the government in respect to all the points covered by it, which must control until it shall be changed by the authority which established it, and in opposition to which any act or ordinance of any such department or officer is null and void. Cooley, Const Lim. 3.
So, the distinction between an operating agreement and a constitution is the operating agreement is for the rules of the business and its officers and employees. It is not for those who own the business necessarily if they do not fall within the definitions in the operating agreement. A constitution only differs in that it is an instrument detailing the absolute [“a limiting term which is similar to include”] for departments and officers of government.
Three Businesses - Three Constitutions
In 1787, the men who represented the Continental Congress and States of the Union of States wrote and then ratified (1789) the Constitution for the united States of America.
This was the UNITED STATES as a new congress assembled, writing the operating agreement for how it would do business in commerce internationally. Notice above, GEORGE WASHINGTON as the President of the Convention (with William Jackson as the Secretary) submitted the letter to the confederation of the United States in Congress assembled the first Constitution in 1787.
And who did GEORGE WASHINGTON send the letter to?…
Well… to GEORGE WASHINGTON, the President of the Convention as GEORGE WASHINGTON, the President of the Congress as a humble servant.
So, just like the coffee shop, the Continental Congress, authorized by the confederation of States, wrote an Operating Agreement with enumerated duties and thus created a new Congress [“the UNITED STATES”] for the United States of America. The one business unit was the Confederate States created by the Articles of Confederation. The new business unit was the UNITED STATES who had a responsibility to the United States of America.
THIS IS NOT AN ACCIDENT! THEY DID NOT MESS UP THEIR WORDS.
We have not been taught how our country was created.
This new constitution created the Federal Government [“not the federated government”].
Business Number 2
After the new Constitution was ratified by 9 states (3/4 approval as required in the Constitution) in 1789, the new government got to quick business making two more copies of the “operating agreements” so they could properly satisfy the agreements we made with Britain and Europe (including the Vatican) with previous treaties.
It is necessary to go back and read all the treaties since the end of the French and Indian War (7 years War) and see what we agreed to and how that might be fulfilled.
Just like the coffee shop that needed to manufacturer its breads, who then needed to control its raw materials with a third company, our government was created the same way. The officers and PEOPLE in Congress Assembled were all the same characters.
If you go to the Library of Congress website, they give away the truth in the title when you review the 1790 Constitution:
Notice it states “Constitution of the United States of America” with ratification of the “constitution of the United States”. Yet the 1787 Constitution was for the United States of America. The 1789 was of the United States of America.
Coffee for the People, by the PEOPLE of the PEOPLE…
The original constitution was for “the” United States. After 1851, the styling, due to previously following the Roman Law styling convention [“capitus diminutio”], was switched to the English proper noun writing convention after 1851; and our Union of States became styled “The” United States. However; this styling was gradually moved back to Roman Law after 1933 by FDR’s government to support the municipal government takeover of the local courts [“styling MUNICIPAL”] through the New Deal and government takeover through widespread incorporation of towns to capitalize on grants and federal funding. Where that funding actually comes from is another history lesson.
So, the Continental Congress for the Confederation made the 1787 Constitution and it was for the Confederation of States. In 1789, once the first Constitution was ratified, they [“new Congress of the Federal Government”] got back together and moved the commercial territorial enumerated duties to a territorial government “of” the United States of America. After this was ratified in 1790, they made the constitution “of” the United States, which is a municipal government in Washington DC handling the global jurisdiction duties. This 10 square miles was to have a neutral place to do business between the land and soil States and the Territorial and Municipal STATES; and with other nations.
That’s it: operating agreements for three different parts of the government, with enumerated duties for the officers and congresses. This was to perform duties and responsibilities in international commerce as agreed to in the treaties up to, and after the War of Independence. As the definitive Treaty of Ghent added stipulations for international operations, these were rolled into the existing business structure to handle commerce, treaties, etc...
A Coffee shop for the People (people with names written as Lawful Persons using fiat or credit cards); a bagel and bread manufacturing shop of the coffee shop, and a farm and milling operation of the bagel and bread shop, and ultimately for the Coffee shop. All to serve the People.
got it?
As a humble request: please stop saying/writing WE the PEOPLE unless you are an officer or employee of the government. The constitutions are not about the people on the states or States. We (people of the land and soil) are not supposed to vote in private corporate elections.
Also, please do not tell me the government is not a corporation - that is a complete ignorance of corporations and the definitions of the terms. You do not need articles of incorporation with some STATE to have an operating agreement that creates a fictitious entity. The Law of Persons makes this simple fact clear. Your name on your credit card is a fictitious entity operating as an corporation or franchise (not necessarily an incorporation). If it is spelled differently, it means something different.
Next Time:
It will be time to cover the Law of Persons as it relates to the American government.
In the meantime, enjoy your coffee and pastry!
