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- Keeping Big Bodies in Check, at Home & under Control
by Herschel Sternlieb

Below is my idea for a local institution that might be utilized to create and keep jobs in a community. Since I wrote this little description, a lot of things have changed, that have limited the ability of the United States Government to act in defense of its own citizens...I point specifically to my idea for patent protection which would be impossible under current international law.

It should also be pointed out that I have lost all faith in the Federal and State Governments to do anything to alleviate the economic insecurity of citizens and the farther away one can keep from both of these governments the better. Everything must be accomplished at the local level. Whatever broader government help one can get, fine, but they should have a minimum say in any enterprise, and preferably none.

I hope what follows will be the basis for some lively discussions and some sensible additions and possibly even more sensible subtractions.


The most pernicious economic and social evil in recorded history has been the accumulation of more and more money, land and power into fewer and fewer hands. This condition has been the source of most of our wars and the periodic debasement of humanity. It was the primary reason for American black slavery and the resulting Civil War, the Chinese and Russian revolutions, the rise of every imperialist power from Rome to Great Britain and is now growing lethal roots in the United States. The great corporations and especially the large financial institutions are becoming richer and more powerful and more centralized. Decisions that impact on every community in the United States are made in London, Tokyo, Berlin or Zurich and the citizens of those communities are helpless and without the power to defend themselves.

This great evil is justified in the eyes of the perpetrators by invoking the twin economic gods of free-enterprise and efficiency. What is efficient is automatically good and the freer the enterprise, the better. Yet how good was the most efficient crematory of all time, Auschwitz? And how good were the huge Morgan, Rockefeller and Insull trusts of the early 20th century that brought so much suffering and degradation to so many American workers and small businessmen?

There has to be a better way, a smaller more personal and HUMAN way. A better way than heartless corporate Reaganomics and a better way than the proven failure of large scale communism. A new system must be formed that can CREATE and MAINTAIN well-paid and secure jobs, that can hold open the opportunity for entrepreneurs to secure sufficient capital to create new enterprises, that can keep jobs and capital in local communities, that encourages cooperation between management and labor, that decentralizes economic decision making and broadens the distribution of wealth and economic power.

These benefits could be achieved by establishing a new type of corporation, one that would be bound to the local community, that could not run away in search of cheaper labor, one that would be a guaranteed long term asset to the community. For lack of a better term, we shall call it a Unitary Corporation.


Not all of these considerations may necessarily become part of the final version of a Unitary Corp., but there are enough concepts and caveats below to give you a good idea as to the ultimate structure of said corporation.

  1. No UC can be located in more than one county and each contiguous county. The company can become as large as it is able but only within its geographic confines. Its purpose is to be an asset and not a predator.

  2. No union that organizes a UC can represent more than that one UC.Just as management is to be decentralized, so is labor.

  3. UCs must do business with intra-state banks and insurance companies wherever possible. The capital that is generated in the community must stay there to help that community and not be siphoned off to the large financial centers for the benefit of others.

  4. A UC does not pay any local taxes for the first few years of its existence, which helps it to accumulate capital. This capital must be used for expansion and cannot be used for dividends.

  5. If a UC is to be sold, it must first be offered to its employees as an ESOP at the book value of its stock as used for tax purposes. If not sold as an ESOP, it must be offered for sale to the community on the same terms as for an ESOP. If it is sold, the Unitary structure stays in place.

  6. In chapter 11 Bankruptcy proceedings, (not liquidation) the UC charter is maintained.

  7. If a UC wishes to relocate out of its geographic area, it must first receive the permission of a majority of its employees and a majority of its board of directors.

  8. If an individual is an officer or on the board of directors of a UC, that individual cannot be an officer or director of any other UC or non-charitable corporation. There are to be no interlocking directorates, and the decision making process is to be as decentralized as possible.

  9. A UC cannot invest in another UC or non-charitable corporation and cannot have investments outside of the USA. The capital it generates is not for speculative or predatory purposes.

  10. The board of directors of a UC must consist of 1/3 management, 1/3 non-management employees and 1/3 local elected representatives.

  11. All of the members of the board of a UC must live in the geographic area covered by the UC.

  12. UCs can be formed only for the manufacture of new technologies or for manufactured products currently being imported into the USA. They are not meant to compete with locally owned enterprises. They may also be formed to supply new and socially positive services...i.e., newspapers or factory-to-you retailing.

  13. The UC would derive its funds from all of the sources currently available to any other entity. However, government help in setting up special banks, or small business loans or special IRA entities could be important.

  14. Patents issued to a UC would be renewable for an additional 10 years.

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