Offshored and Outsourced - Utah Manufacturers Association

Issue 3 2011 

Offshored and Outsourced — 

The Hidden Costs 

T-Mobile v. Utah State 

Tax Commission

2 

THE VOICE OF INDUSTRY

inside this issue 

President’s Message 4 

Thomas E. Bingham, President, Utah Manufacturers Association 

Offshored and Outsourced — The Hidden Costs 7 

Susan Morgan, newsLINK Marketing | Professional Publishing Services, LLC 

T-Mobile v. Utah State Tax Commission 12 

ProTel: An American Business Success Story 14 

Ridin’ For the Brand with Salt Lake City’s Cowboys for Hire 17 

The Revised Uniform Limited Liability Company Act 

and Its Effect on Utah’s New and Existing LLCs 20 

Florence M. Vincent, Van Cott, Bagley, Cornwall & Mccarthy, P.C. 

The Utah Manufacturers Association is proud to announce that their magazine – the UMA Voice – received the coveted Platinum Award in the 2010 MarCom award 

competition. 

The MarCom Awards is an international competition and has grown to perhaps the largest of its kind in the world. The winners range in size from individual communicators 

to media conglomerates and Fortune 500 companies. The UMA Voice received the top award in the area of industry magazine. The Platinum Award is presented to those 

entries judged to be among the most outstanding entries in the competition. They are recognized for their excellence in terms of quality, creativity, and resourcefulness. 

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THE VOICE OF INDUSTRY 

president’s message 

The Call For Technically 

Trained Workers 

By Thomas E. Bingham, President, Utah Manufacturers Association 

In May of this year, the Utah 

Manufacturers Association Board 

of Directors met with Governor 

Herbert for breakfast at the 

Governor’s mansion. They were 

invited by Governor Herbert to 

discuss the state of manufacturing 

in Utah. The dominating topic 

of discussion was the need for 

technically trained people to 

fill vacant positions throughout 

manufacturing companies in 

Utah. This call for training was 

not for degrees at Utah’s colleges 

and Universities but for technical 

training not necessarily associated 

with degrees; training from the 

Utah College of Applied Technology 

and Salt Lake Community College. 

In response to what he heard from 

many manufacturing company 

CEO’s, Governor Herbert invited 

me, as UMA president, to bring 

several of those present at the 

breakfast to his Excellence in 

Education Commission meeting in 

June. He specifically requested that 

they rehearse with the members 

of his commission the needs they 

presented to him at breakfast. 

On June 27, I took three key 

manufacturers to the Governor’s 

Education Commission meeting 

where they educated education 

and business officials in Utah 

about the need to align public and 

higher education with the needs of 

business and industry. I introduced 

the three manufacturing leaders, 

Scott Bruce, Rio Tinto; Steve 

Eiting, L3 Communications; and 

4


Dave Smith, Nucor Steel; by telling 

the Governor’s commission, “From 

a business perspective, you need 

to understand that the customer 

of public and higher education is 

not the student; it is the employers 

who need certain skills to fill jobs. 

If you teach students and do not 

equip them with the skills these 

folks need to do their business, 

you will have done your students a 

great disservice.” 

Each of the three key employers 

outlined for the Governor and his 

commission why it is not engineers 

and degreed people they need but 

skilled workers who can perform 

technical maintenance, assembly, 

and fabricating functions throughout 

the state. It should not have been but 

it appeared to be a new revelation 

to some of the educators on the 

Governor’s commission. 

As the five hour commission 

meeting concluded, the Governor 

challenged his commission 

members by stating, “We know 

what the problem is - that we have a 

serious misalignment in education 

in Utah. Now my challenge to you 

as a commission is to discover 

how we are going to correct it 

and get people prepared to fill the 

good paying jobs that are already 

available and will be coming in 

greater numbers as we continue to 

recover from the great recession.” 

It is refreshing to see a Governor 

who really understands the needs 

of business and industry and is 

willing to step away from the 

traditional education model and 

provide the incentives necessary 

to align the education and training 

programs of this state better with 

the jobs available. I congratulate 

Governor Gary Herbert for his 

vision and courage to move 

us forward in a very positive 

direction. This, coupled with his 

focus on economic development, 

is going to be a real boost to 

manufacturing in Utah. 

2011 UMA Officers & Directors 

UMA CHAIR: 

Scott Bruce 

Rio Tinto/Kennecott Utah Copper 

UMA 1ST VICE CHAIR: 

James Alspaugh 

Kimberly Clark 

UMA 2ND VICE CHAIR: 

Dan Needham 

Nucor Steel 

UMA SECRETARY/TREASURER: 

Dean Clark 

Martin Door Manufacturing 

IMMEDIATE PAST CHAIR: 

Greg Fredde 

Merit Medical 

UMA PRESIDENT: 

Thomas E. Bingham 

Utah Manufacturers Association 

DIRECTORS: 

Dean Adam 

Tesoro Petroleum 

Jeff Alexander 

Alexander’s Print Advantage 

David Bird 

Parsons, Behle & Latimer 

Alex Boulton 

Materion Natural Resources 

Christine Buckley 

Swire Coca-Cola 

Mark Diede 

Rockwell Collins 

Kevin Ganowsky 

Ram Manufacturing Company Inc. 

Dan Garceau 

Autoliv 

Karen Gilmore 

Rocky Mountain Power 

Peggy Larsen 

Workers Compensation Fund 

Michael Legge 

U.S. Magnesium 

Stan Lockhart 

IM Flash/Micron Technology 

Becky Marquette 

L-3 Communications 

Mike May 

May Foundry & Machine Co. 

Barrie McKay 

Questar Gas 

Blake Robertson 

SAPA 

John Seaman 

Zions First National Bank 

Mark Suchan 

Malt-O-Meal 

Mark Sullivan 

Chevron 

Gary Swanson 

Campbell Scientific 

Dave Thayer 

American Pacific Corporation 

Craig Trewit 

The Boeing Company 

David Zwald 

ICU Medical 

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6


Offshored and Outsourced — 

The Hidden Costs 

by Susan Morgan, newsLINK Marketing | Professional Publishing Services, LLC 

Economists decided the Great Recession ended two years ago, but the fact is that 

workers’ wages and benefits, which once held steady at 64% until the mid-2000s, 

are now down to 57.5%, with an accompanying unemployment rate of 9.1%; after 

the last three recessions, the comparable unemployment rate was 6.8%. 

Unsurprisingly, outsourcing to foreign countries is an emotional — and touchy — issue for most people. Corporate 

profits are up, but of the best-paying private sector jobs, those that pay between $19 and $31 per hour, 40% were 

lost between January 2008 and February 2010. Only 27% of the jobs created since then offer a wage that is as good. 

It’s possible that that may soon change, especially in Utah. 

7


A study by Boston Consulting Group indicates that manufacturing costs for the U.S. 

and China are going to be just about even by 2015. 

The Hard Reality 

Many companies, lured by the promise 

of lower overhead and a better 

competitive edge, have discovered 

that the reality of outsourcing to 

one or more foreign countries is far 

less attractive than the sales pitch 

may have promised. Yes, a unionized 

factory in Milwaukee making 

combination locks is going to offer 

higher wages than workers in a 

Chinese factory; in fact, about six 

times more. But if the U.S. factory 

is as much as 30 times faster, making 

locks at home is still going to be 

cheaper than exporting the work to 

China. That is not just an opinion; 

instead, it is the conclusion offered 

by Rob Rice, who is a vice president 

for the largest manufacturer of padlocks 

in the U.S. Two years ago his 

company had 50% of its locks made 

in North America and 50% in China; 

now 55% of all its locks are made 

either in Milwaukee or in Mexico. 

The company he represents is not 

the only one to come to the conclusion 

that U.S. manufacturing still 

has a place in making a company 

profitable. Other major companies, 

such as General Electric and Boeing, 

have made the same decision 

when it comes to their factories: 

• Wages across Asia are on the 

rise, with increases of about 17% 

per year. 

• The cost of fuel has increased 

dramatically. As a result, it just 

isn’t as cheap to ship or fly goods 

across the ocean as it used to be. 

• The U.S. has a 3.6% inflation rate 

as of May 2011, but inflation in 

China for the same month was 

5.5%. 

All of this makes the whole process 

of making and shipping goods more 

expensive. 

A study by Boston Consulting 

Group indicates that manufacturing 

costs for the U.S. and China are 

going to be just about even by 2015. 

Boston Consulting Group is an expert 

on business strategy and acts 

as a management consulting firm; 

according to a press release from 

Boston Consulting Group dated May 

 

 

 

 

 

 

 

 

8


5th, 2011, the U.S. has become more 

competitive for manufacturing because 

it offers some of the cheapest 

manufacturing locations in the developed 

world. The U.S. has flexible 

work rules, government incentives, 

and some states that have successfully 

become low-cost bases in the 

U.S. market. 

According to Harold Sirkin, a senior 

consultant at the Boston Consulting 

Group and an expert on emerging 

markets and globalization, the 

cost of manufacturing goods in 

China has already increased to the 

point where if you consider inventory 

and shipping costs in addition 

to a product’s total manufacturing 

costs, your remaining advantage 

for outsourcing production could 

be substantially less than 10%. It 

could also be as little as zero. 

Sirkin thinks that the next five 

years are going to be key for manufacturing 

companies. Although 

some industries may still find an 

economic advantage to outsourcing 

commodities that require a laborintensive 

amount of work or high 

volumes, such as fabric, clothing, 

and televisions, other products that 

don’t require as much labor or volume, 

such as construction equipment 

or household appliances, are 

likely to end up being manufactured 

again in the U.S. 

It is unlikely that production will 

shift from China to other countries 

such as Indonesia, Thailand, 

or Vietnam, for one simple reason: 

smaller countries that offer low 

cost just don’t have the labor skills, 

supply chain, or infrastructure that 

would make such a shift possible. It 

isn’t just a case of giving the work 

to the country with the lowest wages; 

you have to find a country that 

can realistically produce whatever 

product you need to manufacture. 

In addition to China or the U.S., 

those countries may be India, the 

Middle East, and Brazil. 

NRC Corporation and Caterpillar 

Inc. have already recognized the 

change in direction, and are acting 

on it by either expanding U.S. 

operations (in the case of Caterpillar) 

or bringing jobs back to the U.S. 

(in the case of NRC Corporation). 

Accenture, which is a consulting 

company with strong involvement 

in outsourcing and which had net 

revenues of $21.6 billion at the end 

of August 2010, did a survey of 287 

manufacturing companies that had 

moved manufacturing offshore; of 

those companies, 61% were thinking 

of bringing some of it back to the 

U.S. About half the companies had 

problems; 73% of the companies experienced 

significant cost increases 

in materials and components. 

What to Consider 

Sometimes it isn’t enough to consider 

just short-term benefits. You also have 

to look at long-term consequences: 

• Once a company chooses to 

outsource its manufacturing to 

one or more foreign countries, 

it may be too difficult to bring 

any lost jobs back again. The 

employees who were laid off 

may well end up in some other 

geographic area, leaving the 

company without the valuable 

pool of experienced and skilled 

workers it once had. Capital 

equipment may be prohibitively 

expensive to replace. Components 

and raw materials may no longer 

be produced locally. 

• Offshore manufacturing usually 

requires complex, and expensive, 

management. It can be more 

difficult to plan, forecast, or be 

flexible. Poor cycle and delivery 

times can be a problem; so 

can poor product quality. As 

exchange rates change and as 

transportation, manufacturing 

costs, and labor rates increase, 

the benefits of offshore 

manufacturing can evaporate. 

• Moving manufacturing to 

a foreign country requires 

9


Thinking that a company can reduce its overhead and thereby score a 

business coup by moving its manufacturing to a foreign country that is 

perhaps thousands of miles away may, in the long run, be more likely to 

cause headaches than anything else. 

expertise in some challenging areas. What are the 

local taxes, regulations, and custom duties? Are 

there VAT taxes? How quickly can suppliers respond 

when customer demand suddenly increases? What if 

inspections and validations are poorly done? What 

operational risks can occur? What about inventory, 

broker fees, the cost of communication and training, 

and anything involving multiple currencies, 

especially since the U.S. is not benefiting from 

current exchange rates ? How about the security of 

company secrets? When you look at the total cost 

of most goods, labor is only about 5% or 10%. As a 

result, basing a decision to outsource on labor costs 

alone is no guarantee of an actual business benefit. 

• An outsourcing provider may have multiple clients, 

which means your company is only one of several 

customers. You won’t get the same attention you 

would have from your own employees, who work 

only for you, and in fact your own employees may be 

resentful or fearful of the work being done offshore, 

which in turn can reduce their effectiveness. If 

employees think their efforts don’t matter, they don’t 

try as hard to do a good job. At the same time, foreign 

employees who work for someone else may not relate 

to your customers and may not provide an effective 

focus on those customers. Cultural and language 

differences are a significant factor. The result can be 

delays, lower quality, and extensive time and effort 

managing the whole thing. 

• Outsourcing can be great from the point of view of lawyers, 

because the contracts are more complex and there are 

great opportunities for resolving legal complexities 

or clarifying misunderstandings. Most manufacturing 

companies, however, do not see more money spent on 

lawyers as any kind of business advantage. 

A Utah Perspective 

One of the big lessons corporations have learned about 

outsourcing is that sometimes it makes the most sense 

to have manufacturing located reasonably closely to the 

people who are likely to buy a product, instead of manufacturing 

goods far away from their intended market. 

Utah has a central location with respect to transportation 

and distribution, both for the western U.S. and the 

Canadian Mexican corridor. Three major rail lines, from 

the ports of Los Angeles, San Francisco, and Seattle, all 

meet in Salt Lake City. When it comes to manufacturing, 

8.9% of all employees in the state are involved, and the 

manufacturing industry is the third largest in the state. 

Wages are 16.8% higher for those in the manufacturing 

industry than the state average. The workforce is young 

and well-educated; the cost of living and the cost of doing 

business are both comparatively low. 

Some states have taken advantage of the shortcomings 

involved with outsourcing, and have successfully persuaded 

companies to bring their desirable manufacturing 

jobs closer to home. Utah is in a great position to do 

the same. 

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Although outsourcing to foreign companies has become 

a significant business force in the U.S., the truth is that 

some things are better done locally. Thinking that a 

company can reduce its overhead and thereby score a 

business coup by moving its manufacturing to a foreign 

country that is perhaps thousands of miles away may, 

in the long run, be more likely to cause headaches than 

anything else. 

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11


T-Mobile v. Utah State 

Tax Commission 

Taxpayer favorable decision regarding the Utah 

Tax Court and the non-taxability of goodwill 

The Utah Supreme Court rendered an important decision for Utah’s taxpayers on 

two distinct fronts. On June 3, a unanimous 5-0 decision authored by Justice Parrish 

held that accounting goodwill is not subject to Utah’s property tax and, also importantly, 

that the tax court established by the vote of the people in 1998 is a court 

where the taxpayers can do legal battle with the government taxing authorities on 

a level playing field. 

Thus, in tax court, the party with the best substantive evidence wins the case. The court noted that no deference is 

to be paid to the property tax division of the tax commission nor the tax commission’s valuations of property in a tax 

court appeal. 

12


This means that the taxpayers who appeal a decision of 

the tax commission can expect to have their case heard 

before an impartial judge who is not connected with 

any aspect of the tax commission and who will apply 

the preponderance of the evidence test in weighing the 

evidence placed before the court. If the taxpayer has 

the better case they should prevail. If the government 

has the better case they should win. 

Prior to the establishment of the tax court by constitutional 

amendment, the taxpayers had an uphill fight 

due to the deference paid to the tax commission’s decisions. 

Under a prior test of a previous law, if a case was 

a close call, the tax commission would win. 

While the T-Mobile decision was a property tax appeal, 

the portion of the decision dealing with the tax court 

should apply to all tax commission assessments including 

such well known taxes as sales and use and income. 

reinforced earlier decisions that held that his enhanced 

value should be taxed. The counties have argued that 

goodwill is a such a taxable asset. The court disagreed 

and rather agreed with the taxpayer that synergy values 

are already reflected in the tangible property values 

and are not reflected in the accounting goodwill. 

This decision will be an important part of the business 

fabric of Utah, reaffirming that Utah is a favorable place 

to do business. 

This case was tried by two Utah lawyers who have actively 

assisted the manufacturing association with tax 

issues over many years. Mark Buchi, former Chairman 

of the Utah State Tax Commission and now a partner 

with the law firm of Holland & Hart LLP and Steve 

Young, a partner at the same firm tried this case in the 

tax court and briefed and argued it before the Utah Supreme 

Court. 

The substantive ruling on the goodwill issue should put 

to bed a multi-decade battle between many of the counties 

in Utah and taxpayers who have substantial goodwill 

to report on their financial statements. Several 

battles over the years between taxpayers and the counties 

have resulted in legislation trying to tax or exempt 

goodwill from ad valorem taxation. The ruling makes 

it clear that under the Utah Constitution the state may 

not tax the income earned from intangible property via 

the income tax and also subject the goodwill and other 

intangible property to the property tax. The decision 

validates the current property tax statute that was enacted 

in 2006 that lists goodwill as exempt intangible 

property. Regardless of any statute, the T-Mobile Court 

has made it clear that goodwill is not taxable under the 

Utah Constitution. 

Goodwill has become an increasingly visible asset for 

companies in light of new accounting rules requiring 

companies to evaluate the fair value of their assets and 

segregate the value of the tangible assets, the separately 

identified intangible assets like patents and trademarks 

and accounting goodwill. Accounting goodwill is often 

produced when a company pays a premium to acquire 

another company. The Utah court also pronounced that 

typical goodwill such as business reputation and patronage 

should be viewed as interchangeable with accounting 

goodwill for Utah property tax purposes. 

Another important position of the court in this decision 

centers on multi-county and multi-state taxpayers 

whose property is required to be assessed by the unitary 

method. The state and counties have often argued 

for the position that for such properties, the income 

stream should be capitalized and the synergy in value of 

the business is taxable as tangible property. The court 

13


ProTel: An American 

Business Success Story 

ProTel is a true American “start a business on a shoestring” success story. In 1984, 

Dave Glissmeyer borrowed 3K off a credit card and bought a small system and 

stocking parts from Inter-Tel (Inter-Tel was based in Phoenix, AZ) and opened up a 

VAR dealership in Utah to serve the pent up demand for reliable communications 

equipment that was backed up by a friendly and competent support staff. 

The company’s mission statement from day one has three hard tenants. 1) Always give the customer a bit more 

than what they paid for. 2) Embrace and empower all employees as peers, shunning titles and job descriptions, so 

that all can wear many hats with overlap of skillsets being a given. 3) Make a fair profit. 

Within 3 years, we had cracked Inter-Tel’s prestigious TOP TEN list of dealers and consistently appeared in 

the TOP FIVE. For a Utah employee-owned company, operating in the 35th largest market in the US, we were 

“knocking the ball out of the park” consistently. 

Even though Inter-Tel merged with Mitel a few years back, ProTel remains THE LARGEST MITEL DEALER IN THE 

INTERMOUNTAIN REGION (the ONLY Platinum dealer in the region), with more trained VoIP specialized techs 

than any of its competitors. 

14


A Fact is, if a customer is looking for a new voice system, phone system, VoIP system 

or whatever they want to call it, there is only one safe bet in Utah, if they want what 

they “thought they bought,” and that bet is to engage with ProTel NetWorks. 

We focus on customer satisfaction first, employee job 

satisfaction second and with those two done properly 

the profits have come. 

What sets the company apart from other 

companies in your field? 

Our REPUTATION for delivering what we promise is 

what has kept us growing over the years. The majority 

of our new sales come from direct customer referral. 

While we may not be willing to lead with bleeding edge 

technology on some sales, all of our solutions (and 

every customer is different) are specifically sized and 

tailored to the customer. Fact is, if a customer is looking 

for a new voice system, phone system, VoIP system or 

whatever they want to call it, there is only one safe bet 

in Utah, if they want what they “thought they bought,” 

and that bet is to engage with ProTel NetWorks. 

What are your observations about the 

current economic climate? 

While the bottom dropped out of CapEX spending in 

2009, we have started to see improvement in sales but 

it is coming in “fits and starts.” Two months up, one 

month down, that sort of thing. I can tell you this, until 

local or national banks get serious about providing 

small businesses with the capital they need to expand 

instead of making money off the yield curve between 

money borrowed from the Fed Window and the US 

Treasuries they buy and collect interest from with 

zero risk, it will be a long slog. I am optimistic however 

and in the past year WE HAVE ADDED STAFF, NOT 

REDUCED IT. 

What has the company done to survive and 

thrive during the slower economy? 

ProTel has focused on mastering the Value Added 

Approach. Yes every company has an IT department 

of some sort but those poor souls are usually running 

crazy keeping internet connections up, keeping 

printers and faxes up and very few of them have the 

expertise required to implement VoIP into a LAN/ 

WAN and make it work well. We are also experts in 

designing ACD and high volume call handling systems, 

within a system. This is where our 3 decades of 

experience really shines because every business, large 

or small has a “call or contact center” of some sort. 

Call routing and processing is much akin to being 

expert at an elaborate accounting, ERP or inventory 

software system. The average IT guy usually does 

not have the tools or understands the critical nature 

of a live voice call; VoIP really does require a special 

skill set. We have again, acquired key staff members 

coming from companies that failed to make it through 

the downturn. Currently, my staff, from a service, 

engineering and sales aspect, has never, ever been 

stronger than it is today. 

We have also used this opportunity to acquire a 

video and security operation so that we can provide 

our current and future customers with these 

valuable tools. With Video Surveillance becoming an 

increasingly valuable tool for a business to find and 

eliminate shrinkage, identify and manage liability and 

personnel issues, we are finding this to be a perfect 

complement to our voice business. From my view, 

every business MUST have several cameras capturing 

activity in and around their physical premises for 

more reasons than I can count on the fingers on both of 

my hands. The advent of broadband and the Smartphone 

has catapulted this technology into the ready and 

anxious hands of the business owner in the know. 

How have you provided value to your clients 

in the past year and into the future? 

The first few questions we typically ask a new 

prospect are “who are your customers? Where are they 

located? How do you serve them currently? Do you 

think you can do a better job of serving them?” That 

example of opening questions will lead to a torrent of 

input and comment from prospects who are hungry 

to do more for their clients without bringing on extra 

staff. If you can service your customer better, grow 

your customer and do it with existing staff, the savings 

resulting from not having to “toss bodies at a problem” 

go right to the bottom line. We always are looking for 

ROI opportunities that many customers and prospects 

have never even thought of. 

Expansion into video surveillance and data 

infrastructure also gives us more ways to help a 

customer put tools in place to serve their mission 

statement. Our one point of contact attitude gives 

the customer “one throat to choke” when they have a 

problem. On top of that, there is no friendlier group of 

people to work with than me and my entire staff. 

How does the company value its membership 

with UMA? 

The UMA is the first organization in Utah that I have 

encountered that truly is proactive about trying to help 

their members grow their business. The tours, classes, 

education and support UMA provides, take a back seat 

to no other organization that I know of. 

15


Could you give some best practices advice for 

members of UMA? 

Yes, I could. PLAN IN ADVANCE and don’t be picking 

out carpet colors and desk types before you secure the 

details of your phone and data move. Let’s put it this 

way: “how many sales has your new desk closed as 

opposed to how many sales have you closed because of 

a phone solution that allows your customers to make 

it easy to do business with you?” Or do you know why 

your inventory does not reconcile with your orders 

and sales made at the end of the month? Putting 

an effective (not the cheapest voice system) and a 

thorough video surveillance system in your current 

or new office will pay for themselves rather quickly. 

Again, make it easy for your customers to do business 

with you over the phone and they will keep calling. 

Make it easy on yourself to account for what may be 

happening behind your back when you are not looking 

with a solid video system. 

Wheeler Machinery Co. Praises 

the Legacy of Don Wheeler 

Don M. Wheeler, President 

of Wheeler Machinery Co. 

for 26 years, 1970 to 1996, 

passed away peacefully 

at home Sunday, May 29, 

2011. During the years with 

Don as president, Wheeler 

experienced unprecedented 

growth through his strong 

leadership and that of his 

friend and business partner, 

Lyle Campbell. 

As Wheeler ushers in its 60th year in business, Don’s 

impact on the company’s long-term success is still 

apparent. His legacy lives on through the principles 

of Service, Integrity and Stewardship which he lived 

and taught. 

Don’s hallmark was a ready smile, a cheerful greeting 

and a firm handshake. He was a businessman known 

for his integrity and willingness to serve. At the same 

time, Don was a humble man who always ensured 

others received the recognition they deserved. He 

was widely known throughout the construction 

industry both locally and nationally. 

He will be missed by past and present Wheeler 

employees and customers. Many fond memories 

of Don remain throughout the company. Wheeler 

Machinery Co. extends its sincere condolences to 

Don’s family. 

About Wheeler Machinery Co.: Wheeler Machinery 

Co. is a locally owned and operated Caterpillar and 

construction equipment dealership proudly serving 

Utah since 1951. Wheeler is a partner to customers in 

the industries of construction, landscaping, mining, 

quarry & aggregate, agriculture, oil & gas and more. 

For 60 years, Wheeler has been dedicated to helping 

its customers receive the highest production possible 

at the lowest possible cost. 

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make a positive difference in the lives of your customers? 

As you begin to hire new people, how are you getting them on board with your vision? How can you motivate 

every salesperson, secretary, and receptionist—the face of your company—to “ride for your brand?” 

How about bringing on a couple of Hired Guns? 

Dressed in authentic 1880s cowboy garb, complete with hats, spurs, and frock coats, these two cowboy characters 

make an impression just by walking through the door. But that’s just the beginning. 

17


“We take your team out of their everyday element and transport them back to a time 

when people worked hard for the brand that employed them; a time when values like 

integrity, loyalty, and hard work still meant something.” 

“It’s pretty simple, really,” says Lannie ‘The Marshal’ 

Scopes, who with his partner Craig ‘Creek’ Johnson 

started Hired Guns LLC two years ago. “We take your 

team out of their everyday element and transport them 

back to a time when people worked hard for the brand 

that employed them; a time when values like integrity, 

loyalty, and hard work still meant something.” Those 

and other elements of the old Code of the West 

form the basis for Hired Guns LLC’s team-building 

workshops and keynote addresses called Ridin’ for the 

Brand. “It’s an old cowboy term that means ‘saddle 

up and get the job done right for the fellow you’re 

working for,’” says Johnson. “Though there are several 

modules we can incorporate depending on your 

needs—from customer service training to leadership 

to communication skills—Ridin’ for the Brand always 

comes back to going the extra mile for your company, 

and ultimately for each customer you serve.” One of the 

key exercises of the interactive presentation is each 

participant designing his or her own personal ‘brand.’ 

“We show how that brand—a representation of the 

team member’s passions, talents, and personality— 

can be applied to help him/her be more focused, more 

creative, and a better problem solver for you and your 

customers,” says Scopes. 

Johnson and Scopes also call on real working cowboys, 

via on-screen interview snippets, to help illustrate 

their points. “When these guys talk about gratitude for 

obstacles or giving 110%, they speak from the heart,” 

says Johnson. “That’s how they live their lives. It’s very 

meaningful, sometimes touching, and occasionally pretty 

funny.” And because “no one learns anything in a boring 

presentation,” Creek and The Marshal also perform a 

cowboy song or two as a part of the experience. 

Ridin’ for the Brand ranges from a 45-minute keynote 

address, great for service clubs or association meetings 

and conventions, to two or three-hour workshops held 

at your place of business. You can even sign on for an 

exclusive two-or-three-day Corporate Training Summit 

and Western Experience involving horse gentling, trail 

rides, and even more in-depth training. 

How did Hired Guns LLC come about? Long-time friends 

and former advertising and marketing professionals, 

Scopes and Johnson have been playing guitar and 

singing cowboy music together for more than a decade 

as In-Cahoots. Standards like Ghost Riders in the Sky 

and Cool Water, augmented with many ballads they’ve 

penned themselves make up their repertoire. Along the 

way they’ve been hired to “howdy” and set the mood 

for western-themed corporate functions and private 

parties, and organized the cowboy camp at the Soldier 

Hollow cross-country ski venue at the 2002 Winter 

Olympics. Entertainment and meet-and-greet services 

are still a part of the business. 

“But we’ve been long-time believers in the values of the 

Code of the West, and the difference it makes for people 

and businesses alike,” says Johnson. “The cowboy angle 

just makes them more memorable and real.” 

“We felt that today’s business climate presents a 

perfect opportunity to get back to Ridin’ for the Brand 

and what the Code represents,” says Scopes. “It really 

comes down to what one of our cowboy pards said as 

we interviewed him: ‘If it’s right, do it; if it ain’t right, 

don’t.’ It’s a message that, shared with managers and 

front-line team members alike, is making a difference 

for our clients.” 

“Your presentation, Ridin for the Brand was just what 

our team needed to help remind us who writes our 

paycheck – the customer. Your message was presented in 

a unique, fun and to the point manner. Thanks again. The 

time and money were well spent!” 

Jeff Elder, SE, LEED AP BD+C 

General Sales Manager 

Interstate Brick Company 

“FANTASTIC! Craig and Lannie are the real deal. Beehive 

hired them for a management training which after 

meeting them quickly turned into training for the whole 

company. They met with us prior to training at great 

length to get to know our company. Much time was put 

into tailoring a training to meet our company’s needs. 

We are definitely having them back again and would 

highly recommend The Hired Guns Ridin’ for the Brand 

philosophy for your next training.” 

Lorri Witkowski 

Human Resource Manager 

Beehive Telephone Company 

“This was by far the best money we have ever spent on 

motivation and music entertainment. I don’t usually take 

the time to recommend entities for hire, but I would go 

out of my way to spread the word for these folks.” 

Bill Picard 

Partner 

Step Saver, Inc. of Utah and Nevada 

Hired Guns LLC can be reached at 801-518-4773 or 

the website at www.hiredguns-llc.com 

info@hiredguns-llc.com 

18


Because 

it Matters® 

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801.746.4003 | Rhett@mediacommunicationsinc.com 

19


The Revised Uniform Limited 

Liability Company Act 

and Its Effect on Utah’s New and Existing LLCs 

by Florence M. Vincent, VAN COTT, BAGLEY, CORNWALL & MCCARTHY, P.C. 

The Utah Legislature recently enacted the Utah Revised Uniform Limited Liability 

Company Act (“Act”), which will affect new and existing Utah LLCs. This article is 

intended to provide Utah LLCs with information concerning the effective date of 

the Act, together with a brief explanation as to how the Act changes the existing 

laws governing Utah LLCs. 

If you are a manager or member of a Utah LLC, or are thinking of forming a Utah LLC, you should speak with your counsel 

about how the Act may affect your LLC. engagement and morale have declined more in 2010 than in the past 15 years, as 

reflected in an analysis by Hewitt Associates, a global human resources consulting company. 

You have time to learn about the Act. While the Legislature enacted the Act in the 2011 legislative session, the Act does 

not go into effect until July 1, 2012. The July 1, 2012 date applies to LLCs that are formed on and after that date. The Act 

does not go into effect until July 1, 2014 with respect to LLCs that were formed on or before July 1, 2012. Existing LLCs may 

nevertheless opt to become subject to the Act on and after July 1, 2012. 

20


In addition to altering duties, an operating agreement may further limit member 

liability by establishing methods to ratify or authorize violations of the duty of loyalty. 

Under the current statute, the organizer(s) of a Utah LLC 

is required to file articles of organization, which include 

information concerning business name, business purpose, 

whether the LLC is member or manager-managed, the 

names and street addresses of the initial members or 

managers, the name and address of each organizer who is 

not a member or manager and registered agent information. 

This information is readily available to the public from the 

Utah Division of Corporations and Commercial Code (the 

“Division”). The Act changes this requirement. Under the 

Act, a certificate of organization is all that is required to be 

filed in order to form an LLC. The only information required 

to be included in a certificate of organization is the name 

of the LLC, registered agent information, and whether the 

LLC is a low-profit LLC. If the LLC is a professional services 

company, the certificate must also include a description 

of services and the name and address of each member. 

Existing LLCs will not be required to file a new certificate 

of organization, but may opt to file a certificate on and after 

July 1, 2012, and thereby reduce the amount of information 

that is publicly available from the Division. 

The Act recognizes that the operating agreement agreed to 

by the members, i.e., the deal the members struck, should 

govern unless it conflicts with the statute. One example of 

this relates to fiduciary duties. Under the current statute, 

fiduciary duties are established, in print, by statute. 

However, under the Act, fiduciary duties may be set forth in 

the LLC’s operating agreement. Unless the fiduciary duties 

described in the operating agreement are “unconscionable 

or against policy,” the operating agreement will govern. 

Specifically, the Act provides that an LLC’s operating 

agreement may: (i) restrict or eliminate several duties 

relating to the dissolution of the LLC, (ii) define the duty of 

loyalty, (iii) alter the duty of care, (iv) alter or eliminate any 

other fiduciary duty, and (v) establish standards by which 

to measure the LLC’s compliance with the good faith and 

fair dealing requirement. In addition to altering duties, an 

operating agreement may further limit member liability by 

establishing methods to ratify or authorize violations of the 

duty of loyalty. 

Another change relates to creditor rights. Under the 

existing statute, if a member loaned money to the LLC, 

the loan cannot be repaid to the member until all other 

creditors are paid. But under the Act, member-creditors 

may be treated on par with all other unsecured creditors. 

That is, member-creditors are no longer relegated to the 

back of the line–they may have the same standing as other 

unsecured creditors. 

The foregoing represents a brief summary of just a few 

changes the Act will make to existing law governing LLCs. 

Because the Act replaces the existing statute governing 

LLCs, you should review it carefully with counsel. 

This article is designed to provide general information only. If you have specific 

questions as to the application of the law to your activities, you should seek 

the advice of your legal counsel. The author is an attorney with the law firm of 

Van Cott, Bagley, Cornwall & McCarthy, P.C. and member of the firm’s Labor 

& Employment Practice Group. Ms. Vincent can be reached at 801.532.3333. 

Florence M. Vincent is a shareholder and a member of the Van Cott’s Business 

Section and Labor & Employment Practice Group. Ms. Vincent’s practice focuses 

on employee/employer matters, which include assisting clients with designing and 

implementing employee benefit plans, resolving employee benefit compliance issues 

on an internal basis as well as with the Internal Revenue Service and the Department 

of Labor. Ms. Vincent also advises and assists clients with Employee Retirement 

Income Security Act (ERISA) litigation matters. 

In addition to Ms. Vincent’s experience in employee benefits, she provides clients 

with advice in the areas of employment law, corporate law, commercial transactions, 

mergers and acquisitions, choice of entity planning, formation and maintenance, 

employment and confidentiality agreements, sales agreements and agreements for 

governmental entities. 

Van Cott’s Labor and Employment lawyers work with businesses to develop and 

implement effective employment strategies. They provide a wide range of legal 

services to owners and employers in issues related to daily employee management, 

employment related lawsuits, administrative claims, governmental investigations, 

and many other lawsuits. 

The Van Cott Labor & Employment Practice Group is chaired by Florence M. 

Vincent and Mark A. Wagner. 

21

Local 

For 35 years US 

Magnesium, LLC has 

steadily provided over 400 

Utahans with secure 

employment. Furthermore, 

to enhance the local 

community we recently 

supported the 

development of a Wildlife 

Interpretive Center on 

Stansbury Island, providing 

wetlands access to the 

public and hands-on 

education for local 

students. 

Environmental 

US Magnesium’s large use 

of solar energy, combined 

with reductions in air 

emissions and energy 

consumption, led to our 

reception of Utah’s 

Environmental 

Consciousness Award for 

Excellence in 

Manufacturing. Moreover, 

the use of our lightweight 

metal facilitates a 

reduction of vehicle 

emissions in North 

America. 

Impact 

US Magnesium is the 

largest primary 

magnesium producer in 

North America; providing 

secure domestic supply to 

a wide range of industries 

including titanium, 

zirconium, aluminum, 

automotive, chemical, 

beryllium and ferroalloy, as 

well as the U.S. 

Department of Defense. 

Photo of the Wildlife Interpretive Center on Stansbury Island, UT

136 East South Temple 

Suite 1740 

Salt Lake City 

Utah 84111 

This magazine is designed and published by Media Communications Group | 1.888.745.4003 

–––––––––––––––––––––––– 

At WCF we’re here to protect your 

business and your workers. Protect your 

business by protecting your employees. 

24

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