NACM Oregon Business Credit Journal

Transcription

August 2009
The Golden Age of Promissory Notes
by Brenda Terreault and Rod Wheeland, CCE, CAE
Quite simply, a promissory note is like an IOU. It is a formal
commitment between two parties to outline their respective obligations
to each other and to avoid any misunderstandings or possible legal
troubles. But doesn’t a credit application do the same thing? Well now
is the golden age of promissory notes, when creditors can attempt to
correct the imperfections and “sins” in a credit application and might be
made whole at a later date or over a period of time.
Let’s face it. The good times lasted so long that perhaps some of us
stopped asking for those little extras like personal guarantees. Or
perhaps we stopped updating credit applications to include language,
like “collection agency fees” which would allow us to add those fees to
the debt if necessary. A promissory note can include those items and
more.
PRACTICE TIP: A note, like a credit application, is only good as an
agreement if it includes terms and conditions that protect you, the
creditor. Including costs of collection, collection agency fees, and other
factors favoring the creditor in default situations is crucial to effective
use of promissory notes.
Promissory notes should have several essential elements, including
the names of the parties, the amount of the note, the date by which it
is to be paid back, the interest rate, when each payment is to be made,
the amount of each payment, and where each payment is to be made.
It should also provide how payments will be applied to the obligation—
whether to principal or interest first. It can also act as a security
agreement, granting the creditor a security interest in a specific piece of
collateral, which must be described within the note.
The key is “consideration.” Consideration is the value received for
entering into the note. In a promissory note, the debtor receives
additional time to repay the debt while the creditor receives a promise to
repay under the terms specified in the note.
Generally, the reason a debtor may be willing to enter into a
In This Issue
The Golden Age of Promissory Notes
................................................... 1
Chair’s Message ........................... 2
President’s Message ..................... 2
Congratulations to New
Designees . .................................. 4
BCLC Webinars ............................ 4
Red Flag Delay . ........................... 5
Upcoming Events.......................... 6-7
Seller’s Permit Replaces Resale
Certificate .................................... 10
International Corner ..................... 11
Scholarship Offerings..................... 12
Welcome New Members................. 13
Contacts....................................... 16
...continue on page 14
Page 1
7931 NE Halsey, Suite 200 • Portland, Oregon 97213 • Tel 503.257.0802 or 800.622.6985 • Fax 503.257.0247
August 2009
Chairman of the Board
Doug Jacobson, CCE
I hope you are all enjoying your summer.
Much like the economic situation I am certain
that we are experiencing things that many of
us have never seen before. The temperature
outside is over 100 degrees for the second day
in a row and the forecast is for more of the
same. There is no better time than the present
to hunker down in your air-conditioned office and pull out those
accounts that have made you broken promises and will not
respond to your collection efforts.
If you have not utilized the NACM Oregon collections group then
I encourage you to give them a try. Over the past few months
many businesses have struggled to make it through these difficult
times and their cash flow has deteriorated. Our collections team
has the time and expertise to collect those difficult accounts and
at the same time allow you and your collectors more time to focus
on more important objectives.
Our collection services provide our membership free
“Pre-collect Letter Service” and free “10-day Demand.” If an
account does not pay within that time period our experienced staff
provides professional collection services and if necessary
litigation services. The NACM Oregon collections staff also
provides online status reports so that you can check updates of
activity on a specific account.
Don’t wait until it is too late! Let NACM Oregon collection
services clean up your portfolio and your aged accounts. Go to
http://www.nacmoregon.org/services/collection_services.html and
find out more about our services. Have a great remainder of the
summer!
Doug Jacobson, CCE
xpedx
[email protected]
President & CEO
Rod Wheeland, CCE/CAE
NACM Oregon will soon transition to a
new software system. The benefits to NACM
members and the staff are many and include:
• Member access to a credit database
that includes experience from the members of twenty-six NACM Affiliates across the
country.
• Premium industry credit group reports that provide group data and may provide additional experience from this larger
database.
• An accounting module with enhanced billing features, including contracts and packages.
• A fully integrated system, with all modules accessing the same member database, and working in concert with the website.
Like all software transitions, the programmers tell us it will be
smooth and error-free. You and I have been through enough of
these to realize there will be some bumps along the path. In the
next few weeks we will send additional information to you. Please
make us aware of any issues you may run into with the new
system by contacting Customer Service or your Account
Executive.
In August, we will ask you to complete an education survey. We
will use the results of this survey in our evaluation of the 2009
education program and in planning for the 2010 program. Please
give us your candid opinion and advice!
In early September, we will ask you to complete a membership
survey. We will use the results of this survey in our evaluation of
programs, products, and services, and in our strategic planning.
Please give us the benefit of your experience!
Be sure to mark your calendar for the November 5 Membership
Breakfast. John Mitchell, a well-known economist, will provide
his annual economic review and a vision of where we may go in
2010. Please plan to join us and bring your Controller/CFO/
Treasurer for this informative and enjoyable session.
The 2010 Pacific Northwest Credit Conference will be hosted by
NACM Oregon and CFDD Portland. We’ll be glad to hear any
suggestions you may have regarding programs and speakers.
And, if your time allows, we’d welcome you to the Planning
Committee. Please let me know if you have suggestions or an
interest in serving ([email protected]).
Rod Wheeland, CCE, CAE
Direct: 971.230.1158
[email protected]
Page 2
August 2009
Explore NACM’s Educational Opportunities Earn a Certification and Increase Your Career Potential!
With back-to-school just around the corner, fall is the best time to think about your education
and career goals. Why not earn your certification through NACM? You may already meet some
of the requirements, and obtaining the rest may be easier than you think!
What is certification?
NACM offers three certifications for the credit and collections professional: CBA, CBF, and CCE
•
Credit Business Associate (CBA) Designation is an academic-based designation which signals
mastery of three business credit-related disciplines: basic financial accounting, business credit
principles, and introductory financial statement analysis. There is no minimum work experience
requirement for this designation level and the course work needed to qualify for this designation can
be obtained through colleges, local NACM Affiliated Association programs, self-study, or nationally
sponsored programs.
•
The Credit Business Fellow (CBF) Designation is an academic and participation-based designation
which illustrates that achievers are knowledgeable about and have contributed to the field of business
credit by first having earned the CBA designation as well as having completed additional course work.
The CBF signals competence in intermediate financial analysis and business and credit law. In addition
to completing course work, CBF designation applicants must show evidence of 75 NACM Career
Roadmap points. The NACM Education Department will notify you in writing as to your eligibility to take
the CBF exam.
•
The Certified Credit Executive® (CCE®) Designation is NACM’s executive-level designation which
endorses its achievers as capable of managing the credit function at an executive level. Candidates
must pass a rigorous, four-hour exam which tests application skills in the areas of accounting, finance, domestic and international credit concepts, management, and law.
Why would I choose to get my certification?
•
•
•
•
•
•
It demonstrates your commitment to the profession.
It enhances the profession’s image and offers greater recognition from your peers.
Certification reflects achievement.
Certification builds self-esteem through skills and knowledge.
Your individual accomplishments are recognized and it stands as an endorsement to your knowledge.
Your career opportunities for advancement are improved.
You will be prepared for greater on-the-job responsibility and greater earnings potential.
Page 3
August 2009
Educational Opportunities,
continued from page 3
How can I earn units and points towards my
certification?
You can earn points towards each certification in a
number of ways:
•
•
•
•
•
•
•
•
•
•
•
•
Self-paced courses through NACM National’s programs
Participation in NACM Oregon’s in-class educational offerings
Continuing education seminars and meetings
Employer-sponsored training and educational programs
Previously earned college credits may be eligible towards your certification
Classes taken at an accredited educational institution (4-year university, community college)
Participation in NACM-affiliated association
programs such as CFDD
Work experience
Mentoring
Instructing nondegree programs and classes
Article publication
Community service and volunteering
Understanding your busy schedule, we try to make
earning your certification as easy as possible. We’re
here to help! Call Elizabeth Heintz at 971.230.1120
or email her at [email protected] if you have
any questions or to get started on the path to career
success!
New Designees!
Congratulations to Kathy Hamilton, SAIF Corporation,
and Lori Jones, Eoff Electric Supply, who earned their
Certified Credit Executive (CCE) certification. Way to
go Kathy and Lori!
BCLC 2009 Webinars
Time:
Cost:
9 - 10 a.m. (Pacific Time)
$79 (members); $109 (nonmembers)
August 20
Getting Paid on Your Delinquent Accounts
Instructor: Scott Blakeley, Esq., Blakeley & Blakeley LLP
September 3
ECOA Requirements for Trade Creditors
Instructor: Brenda Terreault, Collection Services Manager,
NACM Oregon
September 17
Out-of-Court Resolution of Insolvency
Instructor: Brenda Terreault, Collection Services Manager,
NACM Oregon
October 1
Defamation: Avoiding Slander & Libel
Instructor: Donald E. Templeton, Partner, Dunn Carney Allen
Higgins & Tongue, LLP
October 15
Selling International on Open Account
Instructor: Alice Knight, VP Finance & Administration, Paper
Products Marketing USA, Inc.
October 29
Serving on a Creditors’ Committee: Current Issues
Instructor: Jonathan Friedland, Partner, Levenfeld Pearlstein LLC
November 12
What Do Trade Creditors Need to Know About Antitrust?
Instructor: George “Jack” Cooper, Attorney, Dunn Carney Allen
Higgins & Tongue, LLP
Webinars are offered through the BCLC website at
www.businesscreditlearningcenter.com. You will need to create a
user profile before you can register for webinars.
If you have any questions on any of the webinars, call Elizabeth
Heintz at 971.230.1120, or email [email protected].
Page 4
August 2009
Consumer Bankruptcy Information
Red Flag Delay
U.S. consumer bankruptcy filings totaled 675,351 nationwide during the first
six months of 2009, a 34 percent increase over the 503,749 total consumer
filings during the same period a year ago, according to the American
Bankruptcy Institute.
The overall June consumer filings of 116,365 was 40.6 percent more than the
82,770 consumer filings recorded in June 2008. "As unemployment,
foreclosures rates, and health care costs continue to rise, more consumers
are turning to bankruptcy as a last financial resort, said ABI Executive
Director, Samuel J. Gerdano. "We expect that there will be more than 1.4
million new bankruptcy filings by year end."
The Federal Trade Commission
Quarterly Non-Business Filings by Year (1994-2009)
Year
1st Qtr.
2nd Qtr.
3rd Qtr.
4th Qtr.
Total
1999
321,604
335,578
314,564
309,614
1,290,346
2000
302,879
317,486
300,507
301,756
1,217,972
2001
356,836
390,064
349,981
354,908
1,492,129
2002
369,237
390,991
391,873
385,629
1,539,111
2003
404,154
430,926
404,543
385,054
1,625,208
2004
407,572
412,861
388,864
363,890
1,597,462
2005
393,086
458,597
532,526
654,633
2,039,214
2006
112,685
150,975
165,862
177,599
617,660
2007
187,361
203,744
211,742
218,428
822,590
2008
236,982
266,767
280,787
288,436
1,074,225
2009
316,158
359,193
(FTC) has announced that it is
expanding its Business Education
Campaign on the FACTA Red Flag
Rule. To assist small businesses and
other entities, FTC staff will redouble
its efforts to educate them about the
Rule and provide additional resources
and guidance to clarify who is covered
and how to comply.
As part of this action, the FTC will
further delay enforcement of the Rule
until November 1, 2009.
The FTC’s Red Flags website,
www.ftc.gov/redflagsrule, offers
resources and information. It includes
an online compliance template that
enables some companies to design
their own Identity Theft Prevention
Program through an easy-to-do form,
as well as articles directed to specific
businesses and industries, guidance
manuals, and Frequently Asked
Questions to help companies navigate
the Rule.
675,351
Page 5
NACM Oregon is rallying the troops for............
CREDIT MANAGEMENT BOOT CAMP
September 22, 2009
Get some basic training!
Join Rod Wheeland, CCE, CAE, President, NACM Oregon, and Brenda Terrault,
Collections Manager, NACM Oregon, as they take you through the ropes of
commercial credit management.
This is a great beginner’s course as well as a refresher for the more
experienced. This boot camp offers an overview to business credit
management, including:
• What is credit? We’ll guide you through the order to cash process
• Managing the credit function, from determining credit policy through data
processing
8:30 a.m. - 4 p.m.
NACM Oregon Classroom
7931 NE Halsey, Suite 201
Portland, Oregon
.6 CEU/CCE
$195 Member
$225 Nonmember
• The credit investigation and approval process, including the Cs of credit,
information sources, decision-making, and security devices
• A collections overview, including collection’s responsibility, goals, dispute
resolution, and bankruptcy
or join us for...
“Your Father’s Recession
and Your Children’s Great Depression”
Mark your calendar now for the next Membership
Breakfast meeting.
John Mitchell, Principal, M & H Economic Consultants,
will give a presentation on the economy. John has
been analyzing, forecasting, and commenting on the
economy on the nation and the region for more than
39 years. He currently speaks to conventions and
business groups and writes Sterling Savings Bank’s
newsletter.
Watch your mail for further information.
Doubletree
Hotel
Lloyd
Center
Doubletree Hotel
Lloyd
Center
Pacific Northwest
Northwest Ballroom
(main(main
level) level)
Pacific
Ballroom
1000 NE Multnomah
1000
NE Multnomah
Portland, Oregon
Portland, Oregon
November 5, 2009
7:30 - 9 a.m.
Register: Contact Elizabeth Heintz, at 971.230.1120 or [email protected]. Cancellation: NACM Oregon reserves the right to cancel or
reschedule any course if the registration falls below a minimum number of students, or due to circumstances beyond our control.
August 2009
Executive Forum
Quarterly meetings for the credit
professional holding a designation
(CBA, CBF, CCE) from NACM.
Wednesday, September 9
“Managing Credit in Difficult Times”
Presenter: William Creim, Partner,
Creim Macias & Koenig LLP
Wednesday, November 11
“Antitrust Update” presented by
George “Jack” Cooper, Esq., Dunn
Carney Allen Higgins & Tongue
Education Schedule
October 6
Getting Exceptional Collection
Results
8:30 a.m. - 4 p.m.
NACM Oregon Classroom
Register:
To register contact Elizabeth Heintz,
at 971.230.1120 or
[email protected]
Cancellation:
NACM Oregon reserves the right to
cancel or reschedule any course if
the registration falls below a
minimum number of students, or
due to circumstances beyond our
control.
International Business Day
in cooperation with FCIB
NACM Western Region
Credit Conference
October 14-16
The NACM Western Region Credit
Conference (WRCC) is a yearly
event sponsored by Western
Region NACM Affiliates: Phoenix,
Burbank, Denver, Nevada, New
Mexico, Portland, Salt Lake City,
San Diego, San Leandro, Seattle,
Alaska, Hawaii, and Spokane.
WRCC is three days of intense job
training for anyone in credit
management.
This year’s WRCC is October
14-16, 2009, at the Golden
Nugget, Las Vegas, Nevada.
Pricing:
Full conference
Starts at $495
Join us for an informative and exciting one-day event tackling the
latest international hot topics and providing rich networking
opportunities.
Date: August 20, 2009
Time: 8:30 a.m. - 4 p.m.
Location: Embassy Suites—Portland Airport
To register go to www.fcibglobal.com and click on FCIB-NACM Oregon
International Business Day under Upcoming Events.
Pre-Conference Sessions
Starts at $250
Thursday or Friday Only
Starts at $250
10% discount for companies with 3
or more attendees.
Note: There is a 25% surcharge
in pricing for all nonmembers of
NACM.
Click here for details and register
now!
Page 7
August 2009
The Road to Recovery is Paved with Staffing Solutions
Most are familiar with the phrase,
"once bitten, twice shy." Economic
pressures have forced many
employers over the last year to make
difficult personnel decisions, including
workforce reductions. With the
economy showing signs of
improvement, employers are
apprehensive about bringing on
needed personnel and many aren’t
sure of their options.
An effective hiring solution for
employers taking a "wait-and-see"
attitude is the use of temporary
personnel. This strategy is also
effective for those needing flexible
staffing options that minimally impact
their bottom line.
As markets gradually improve and
workloads increase, utilizing temporary
personnel is a smart way to ease back
into full employment without incurring
the long-term, fixed costs of hiring on
permanent staff. Consider the benefits.
No Risk/No Worry: As the employer,
the staffing firm assumes all risk and
management responsibilities including
taxes, workers' compensation,
unemployment, liability insurance,
coaching and counseling, and
termination. In addition, if a
temporary employee doesn’t work out,
some firms offer a no-charge or free
replacement guarantee.
Flexibility: Temporary personnel
allow you to supplement your
workforce on an as-needed project
basis. Rather than overwhelm your
existing staff with increased project
Page 8
August 2009
Road to Recovery,
continued from page 8
No Unnecessary Stress: Temporary
workers are technically the employee
of the staffing firm—relieving you of
time-consuming and sometimes
unpleasant duties such as hiring,
dispatching, discipline, and
terminating. Should economic
circumstances or project loads dictate
that you cut hiring expenditures or
flex down your workforce, you avoid
the unpleasantness of implementing
workforce reductions.
Kinder to the Bottom Line:
Companies who utilize temporary
personnel often save money as they
avoid the “hidden” costs of hiring
such as advertising and staff hours
spent recruiting and interviewing. As
part of their services, a staffing firm
will incur the majority of the hard and
soft costs inherent to hiring as well as
many costs related to
employment (e.g., benefits, payroll
expenses, workers’ compensation,
unemployment, etc.)—reducing costs
while keeping productivity levels high.
Strategic Hiring Options: Should
you engage a temporary employee
and discover that person would make
a great permanent addition to your
company, you may negotiate with the
staffing firm to have the employee
“roll over” onto your payroll. Often
called temporary-to-hire, this strategic
hiring option generally allows you
to hire temporary employees free of
charge after a set period of time—or
pay a conversion fee if you choose to
hire the employee prior to the agreed
upon time period. Be sure to ask your
© 2009 The New Yorker Collection 2001 Frank Cotham from cartoonbank.com. All Rights Reserved.
staffing provider for details regarding
temporary-to-hire conversion terms.
Of course, cost is always a
consideration when hiring temporary
personnel. Staffing firm fees vary in
amount and structure so be sure to
ask questions about all associated
fees (e.g. background checks, drug
screens, conversion fees, etc.).
The economic events of the past
year have left many companies
uncertain about hiring. Strategic use
of temporary personnel coupled with
the guidance of a trusted staffing
partner should help assuage doubts
and ease the transition into full
recovery.
Article submitted by Employment Trends, part
of the SOS Staffing Family of Companies
Page 9
August 2009
Seller’s Permit Replaces Resale
Certificate
Businesses registered:
Effective January 1, 2010, the
resale certificate will be replaced
with a reseller permit issued by the
Department of Revenue (Senate
Bill 6173). Reseller permits are free
and will be issued to businesses
that make wholesale purchases,
including qualified contractors. The
permits allow businesses to
purchase items or services for
resale without paying retail sales
tax.
• on or after January 1, 2009, will get a permit valid for two years that can be renewed for four years.
How do I get a reseller permit?
The Department will issue the first round of resellers’
permits based on specific criteria. Businesses that don’t
automatically receive a reseller permit may apply directly to
the Department. Beginning in September 2009, online
applications will be accepted and paper applications may
be downloaded from our website. Forms will also be
available at all Department offices statewide.
How soon will I know if I’m getting a permit
automatically?
In September, businesses will be notified if they are
getting a permit. In October, those receiving permits will
get them in the mail.
• before January 1, 2009, will get a permit valid for four years.
Special rules apply to the construction industry.
Reseller permits for the construction industry are valid for
12 months. Qualifying contractors must reapply each year
and provide additional information detailing materials and
labor purchases. Details are provided on the application
form, which will be available beginning September 2009.
Questions?
Please call 1-800-647-7706 or email [email protected]
if you have questions about a free Reseller Permit from
the Department. Click here for a printable PDF of this web
page.
Join our e-mail distribution list
To sign up for ListServ and receive the latest information
about reseller permits through email, click here and scroll
down to Reseller Permits.
Updated Information
Go to http://dor.wa.gov/content/home/ and under New
Laws click on Reseller Permit Replaces Resale Certificate to
get updated information as it becomes available.
What if I don’t get a reseller permit but need to
make purchases for resale?
Buyers without a reseller permit must pay retail sales tax
on purchases, but can take a Tax Paid at Source deduction
on their tax return, or request a refund.
How long is a reseller permit valid?
The length of time a permit is valid will depend on when
a business registered with the Department:
Page 10
August 2009
International Corner
The world economy depends on credit in its many forms.
It needs credit for capital expansion, credit for general
operations, credit for buyers, and credit for sellers.
Business credit is one of the largest components in the
credit pool.
Business credit is an investment strategy. Business is
saying “we will lend you money (the value of our product
or service) with the anticipation that we will receive a profit
when payment is received.” Even though the anticipated
profit is booked at the time of the sale the profit is not fully
known or realized until the payment is received.
Credit management should identify and analyze the
cost components of various terms and payment options to
ensure that pricing includes financing as well as production
and fulfillment costs.
A few of these components are the time allowed in
agreed payment terms, payment delays, exchange delays,
dispute or claim delays, nonpayment or bad debt, cost of
security or risk mitigation, and the overall cost of credit
administration.
“Time is Money” and “Cash is King” are glib sayings but
still very true. It is generally agreed that a prime credit
goal should be the shortest possible payment period.
Change is inevitable and the longer the payment period
the more cost and chance for negative change. The word
“possible” is vital to this goal. The shortest possible time
period would be cash-in-advance but if your competitors
are granting terms cash-in-advance would translate to no
risk, no sales, and no profit.
Terms are considered a part of price. The sell price
should recognize and incorporate the cost of money for
the payment period. The best possible payment terms
must balance cost, competition, and market share. In the
international arena one size rarely fits all. Each country and
business segment generally has its own standard terms.
Net 30 Bill of Lading date may be standard in one country
and Net 90 Vessel Arrival in another.
Payment delays cost money. They are a direct negative
impact on the anticipated profit. Payment delays can
result from the customer’s inability to pay, unwillingness to
pay, restrictions on the
movement of hard currency out of the customer’s country,
negative currency exchange
movements, and real or bogus
claims. The goal of customer
and country risk assessment is
to identify these types of
potential risks in advance. The
longer the time period between
the analysis and the receipt of
payment the greater the chance
of change.
Bad debt is a direct hit to profit. It includes not only all
the costs and anticipated profit but also the cost of
efforts to collect the debt. Bad debt is a function of risk/
reward. Zero bad debt often means a loss of potential
profit or market share. Excessive bad debt is a huge cost to
the company. Bad debt can be minimized by a variety of
security options including Letters of Credit and Credit
Insurance. All of these options, in turn, have their own
costs.
A credit professional needs to be aware of all these
various potential costs and how they fit into the sales and
growth strategies of their individual company.
Export has been the driver of the US GDP for several
years. International credit is a vital growing field that
encompasses a wide spectrum with a direct link to a
company’s bottom line.
d
Alice Knight is Vice President of Finance & Administration for
Paper Products Marketing (USA) Inc., Ms. Knight has more than
35 years of experience in International Finance and is an active
member of FCIB and NACM. She has served as Co-Chair, Panel
Member and Presenter at Annual Global Conferences, as President
of FCIB Forest Products Group, and participated in FCIB
Conferences in Mexico, Puerto Rico, Munich, and Brussels. She
is currently a member of FCIB Board of Directors and the FCIB
Hotline Committee.
Page 11
August 2009
NOF Scholarship
Offerings
NACM-Oregon Foundation has
two (2), $500
scholarships available for the
Western Region Credit
Conference to be held
October 14-16, 2009, in
Las Vegas Nevada.
Deadline is August 31, 2009
For information about the
conference, contact CMA
Business Credit Services at
510.346.6000.
Submit scholarship application
to:
Lourdes (Lou) A. Rice
NOF Scholarship Chair
Pacific Metal Co.
10700 SW Manhasset Drive
Tualatin, Oregon 97062
Phone: 503.454.1051
Fax: 503.454.1065
[email protected]
NOF Scholarship Funds
The NACM Oregon Foundation grants scholarships to credit
professionals for continuing education, professional designations, and
conference expenses.
To apply for scholarship funds or for more information, contact Lourdes
(Lou) Rice, NOF Scholarship Committee Chair, Pacific Metal Company, at
503.454.1051 or [email protected].
The categories are as follows:
CFDD National Conference
October 8-10, 2009
Denver, Colorado
Three (3) $500 scholarships
Deadline: August 31, 2009
Please Note: One scholarship funding per year per recipient for the
above scholarship.
Certification Programs
To establish your file with NACM National; reimbursement of exams
fees after a passing grade; recertifications (NOF pays for 50% of the
fee)—$2,000 total.
College Courses or NACM/FCIB Online Courses for professional
accreditations. Reimbursement after submission of grade—$2,000 total.
Operation Homefront
provides emergency and morale assistance for our troops, the families they leave
behind, and for the wounded warriors when they return home.
Operation Homefront is a nonprofit organization that has raised more than 20 million in cash, goods, and services to support
our military families.
Sometimes it’s the little things that help families make it through the day—box of goodies delivered to the war zone, a chat
with another wife grappling with loneliness and fear, or a digital image of the child/children.
Not only was the NACM Oregon staff eager to help this worthy cause, but donations came in from the DoubleTree Lloyd
Center, Willamette Dental - Gateway, and Cashco Distributors. Together we were able to fill 50 care packages with everyday
essentials for the troops.
Thank you to all those who contributed.
Page 12
August 2009
Welcome New
Members
Advanced Machining Services, a
contract machining firm.
Craig Achatz
541.617.9500
20690 Carmen Loop, #100
Bend OR 97702
Harris Thermal Transfer
Products, Inc., custom industrial
equipment manufacturer.
Janice Doherty
503.538.1260
PO Box 820
Newberg OR 97132
Kittelson & Associates, Inc.,
provides transportation planning,
engineering, and research services.
Lawrence Van Dyke
503.228.5230
610 SW Alder, #700
Portland OR 97205
Kubwater Resources, Inc.,
distributor of water/waste treatment
chemicals.
Andy Kubiak
503.740.3979
PO Box 23334
Tigard OR 97281
S R Smith, LLC, manufacturer of
pool deck equipment.
Bonnie Dunham
503.266.2231
PO Box 400
Canby OR 97013
Chapter 11 - 101
The Nuts and Bolts of
Chapter 11 Practice:
A Primer
Would you like a broader overview
of the Chapter 11 process? For the
next 5 months NACM
Oregon will
provide, in an
attachment, a
series of essays
on Chapter 11
practice.
This is the eighteenth article in
the series, “Bad Words” by authors
Jonathan P. Friedland, Michael L.
Bernstein, Professor George W. Kuney,
and Professor John D. Ayer. The series
is intended to
instruct readers in the nuts and bolts
of Chapter 11 practice. Consider obtaining and reading the prior series if
you have not already done so, as each
installment builds on the background
built in prior
installments.
We thank ABI for permission to
reprint the series. The installments
are chapters from a CD-Rom that is
available for purchase for $50 ($20 to
ABI members) through ABI. For more
information call 703.739.0800 or go to
www.abiworld.org.
PNWCC 2010 Call for
Volunteers
The CFDD/NACM Pacific Northwest
Credit Conference will be held in
Portland,
Oregon, in
September
of 2010. The
CFDD Portland
Chapter and
NACM Oregon
are the hosts.
David Erickson, CCE, Allports
Forwarding, and Jeff O’Banion, CCE,
CICP, Northwest Natural Gas Company
have been selected as the
Co-Chairmen for the conference.
Any CFDD or NACM Oregon member
who would like to volunteer for service
on the PNWCC 2010 Steering
Committee is more than welcome. As
currently planned, the full
committee would meet once or twice
(or as necessary) over the next year
and then more often as the
conference date nears.
We invite you to help us design the
format for PNWCC 2010 including
recommending speakers, educational
offerings/topics, and additional
activities! Your input is a valuable
resource to the success of this
important gathering of credit and
finance professionals.
If you would like to serve on the
committee, please contact Lisa
Rogstad, Committee Secretary, at
971.230.1160 or
[email protected].
Page 13
August 2009
Promissory Notes, continued from cover
promissory note on past-due debt is because he
doesn’t have the funds to pay it all at once. He may
have just a short-term cash flow problem or face
some other issue which is not a chronic or permanent
problem. His goal may be to keep the business in operation without filing for bankruptcy protection in a
re-organization. In other words, he needs a
reasonable and achievable payment plan.
PRACTICE TIP: All extended payment terms
should be documented with a note. This means
even short-term agreements. Why? Because a
promissory note resolves many potential openaccount claims (e.g., shortages, pricing,
allowances). If there’s a problem with payment as
agreed on a note, the note itself and its terms and
conditions become the basis for any required legal
action. With open account however, the customer
may claim all sorts of disputes, making it
substantially more difficult to gain a judgment. Not
infrequently, the customer that says, “I need to pay
the balance over the next three/six/nine months,”
defaults, and without a promissory note, the
creditor has only the rights and recourse outlined in
the credit application.
The creditor now has the opportunity to obtain
more protection than what the credit application
offers. That added protection can take form in a
variety of ways including making the principal
personally liable for the debt, allowing for the addition
of “collection agency fees” if the promissory note
payment should become delinquent, higher interest
rates, late charges, etc.
PRACTICE TIP: Always require a notemaker to
sign as an officer of the corporation or manager of
the LLC and as an individual (two signature lines).
This makes the individual personally responsible
for the debt. Also, add the “home address” and
“social security number” to the individual signature
lines, and make sure they complete this section.
If you need the signature witnessed, put lines for
the witnesses’ signature and contact information.
And, don’t prepare the promissory note without the
advice of your attorney.
For instance, if the creditor failed to obtain a
personal guarantee on credit extended to a
corporation or a limited liability company, now is the
time to make sure that the principal becomes
obligated to pay if the business entity again fails to
pay. If the application provides that the debtor would
become obligated for attorney fees if the account
becomes delinquent but only allows for collection
fees, the note document can allow for collection
agency fees as well.
But creditor’s need to consider other terms as well.
Default terms (what happens if a payment is missed
or the account is in default for another reason?)
should be spelled out. An acceleration clause would
provide that the entire unpaid principal and accrued
interest would become immediately due and payable
on demand by the holder of the note. In addition, a
stipulated judgment clause would allow the creditor to
file the note with the court as an automatic judgment
when the debtor fails to pay or otherwise defaults.
Page 14
August 2009
Promissory Notes, continued from page 14
PRACTICE TIP: These types of clauses should be prepared by your
attorney. Don’t try to bluff your way through this to save a few dollars!
Laws vary from state to state. Some states do not allow for stipulated
judgments. Some states require that the signatures be notarized or
witnessed.
PRACTICE TIP: You should become familiar with the laws of the
states in which your company operates, and to make sure your get it
right—these laws are strictly interpreted, and if the note is not drawn
or signed correctly, you can lose your rights—rely on your attorney for
legal advice.
Ultimately, if there are any questions or confusion regarding the
contents of the promissory note at a later date, a court could end up
interpreting the note for the parties. In contract interpretation, courts
generally interpret the contract against the party that drafted it. So the
creditor, before presenting the debtor with a promissory note for
signature, must make sure that it provides exactly what the creditor
expects it to provide and will protect the creditor from being put back to
square one.
d
Brenda Terreault is the Collection Services Manager for NACM Oregon. She graduated
from the University of Maine with a degree in broadcast journalism, and received her law
degree from Rutgers University School of Law in Camden, New Jersey. Brenda is a
member of both the Oregon and Virginia State Bar Associations and has 18 years’
experience as an attorney, bankruptcy specialist, investigator and operations manager in
governmental, corporate and law firm settings.
Rodney B. Wheeland, CCE/CAE, has been president of NACM Oregon since 1995.
Previously, he was general credit manager for Pendleton Woolen Mills. Rod served for
seven years on the NACM Oregon Board of Directors, which he chaired in 1991-92. He
is past chairman of the National Presidents Credit Council (Riemer), an association of
present and past presidents of eighty national industry credit groups, and past chairman
of the NACM Affiliate Secretarial Council, which represents the 49 NACM Affiliates on the
NACM National Board of Directors. Rod has a master’s degree from York University in
Toronto, achieved the CCE certification in 1991, and the CAE in 2007.
Meeting Room Rental
NACM Oregon has meeting rooms
available for your organization’s use.
The larger room, approximately 700
square feet, will comfortably
accommodate 24 people classroomstyle or 35 people theater-style. This
room has whiteboards on two walls,
and all contemporary technology is
available.
Meeting Room Rental Fee: $190
per day/$70 per hour (two-hour
minimum). NACM Oregon
Members and Building Tenants
receive a 50% discount on these
fees.
NACM Oregon also has a Boardroom
that comfortably accommodates ten
people. This room includes a
whiteboard and appropriate
technology.
Boardroom Rental Fee:
$150 per day/$50 per hour (twohour minimum). NACM Oregon
Members and Building Tenants
receive a 50% discount on these
fees.
The Banfield Plaza, an NACM Oregon
property, is centrally located at the
I-205/I-84 junction in Portland. NACM
Oregon offices are on the second floor.
For more information please contact
Lisa Rogstad, Building Manager, at
971.230.1160 or email
[email protected].
Page 15
August 2009
Board of Directors
NACM Oregon
Chairman
Doug Jacobson, CCE, xpedx
[email protected]
Customer Service/Credit Reporting
971.230.1220
[email protected]
Vice Chair
Sue Hein, Rapid Bind, Inc.
[email protected]
Data Contribution
Shannon Abnal
971.230.1166
[email protected]
Secretary
Raeann Smith, LaCrosse Footwear, Inc.
[email protected]
Treasurer
Kimi Shelton-Muller, CCE, EKC Consulting, LLC
[email protected]
Counselor
Barbara Davis, CCE, Liberty NW Insurance Corp.
[email protected]
Directors
Linda Bishop, CCE, CICP, Tektronix, Inc.
[email protected]
Will Campbell, Standard Supply Co.
[email protected]
Tony Ceniga, Industrial Finishes & Systems
[email protected]
Kellie Hainline, National Bldrs. Hardware Co.
[email protected]
John Hardy, Emerson Hardwood Co.
[email protected]
Marsha Johnson, TEC Equipment
[email protected]
Pat Swope, CICP, Pacific Seafood Co., Inc.
[email protected]
President
Rod Wheeland, CCE, CAE, NACM Oregon
[email protected]
Member Services
Kristin Curtis
971.230.1172
[email protected]
Denise Redding
971.230.1178
[email protected]
Education
Elizabeth Heintz
971.230.1120
[email protected]
Industry Groups
Shannon Abnal
971.230.1166
[email protected]
Kathy Gibson
971.230.1176
[email protected]
Shelly Hackett
971.230.1170
[email protected]
Collection Services
Brenda Terreault
971.230.1196
[email protected]
Billing
Marmie Carpenter
971.230.1146
[email protected]
Meeting Room Rental
Lisa Rogstad
971.230.1160
[email protected]
Page 16

NACM Oregon Business Credit Journal

Transcription

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