The Canterbury Tales

There are many characters in the poem The Canterbury Tales, and some of them are more important than others. The Prioress, The Wife of Bath, and the Pardoner are some of the most important characters. They have some similarities and some differences, though they all have a purpose in the story. The Prioress is a bashful, sensitive, emotional woman. She overreacts over any small tragedy such as the death of a small animal. She is compassionate and proper. The Prioress wears a broach with the inscription All things are subject unto love. She is foolishly sentimental and pays harsh attention to manners. She struggles to be well mannered and sophisticated but it is all phony. Chaucer describes her as the image of absolute beauty and righteousness of the day. She is a gentlewoman with a simple and coy smile (91). Her nose was elegant, her eyes glass-gray, her mouth small, soft and red, and her forehead fair of spread (93). She likes to eat, and she will not let any morsel go untouched. She speaks French very well, has perfect table manners, and likes being proper. The Prioress s behavior is scarcely nun-like, although it is not evil or exactly disobedient. She maintains some of the vainness of her pre-convent days, but this is because she is such a well-bred young women. The Wife of Bath is the most flamboyant of the travelers and she thinks very highly of herself. She was a plump, elaborate, jolly, bold, lusty, and voluptuous woman. She symbolizes Chaucer s grandmother. The Wife of Bath ahs been married five times and is looking for her next husband. She is a weaver and makes fine cloth. She wears bright red clothing of different variations, meant to catch the attention of others. The Wife of Bath is opinionated and energetic. She is the most noteworthy of the travelers low on the social scale. Chaucer indicates that she is quite promiscuous. The Wife of Bath shows off her body, mainly her legs. She displays her Sunday clothes with immense pride and makes sure to announce herself conceitedly. She speaks of ten of the upper hand a woman must maintain in marriage, and claims to know the remedies of love, or the rules of the game (100). The Wife of Bath appears to be a controlling wife, who wants nothing but authority over all men. She is a very envious woman, who desires only a few simple things in life. The Wife of Bath desires the obvious in life, but what she most desires above all is being more powerful than her man, her spouse, and her lover. The Pardoner is an audaciously dishonest man. He is extremely self-loathing yet loyal to his task of swindling people of their money by making them believe that they have sinned and need to buy pardons. Chaucer compares him to a gelding or a mare (104). Chaucer makes it clear that it is difficult to tell if the Pardoner is a man or a woman. He could not grow a beard, he did not wear a hat, and his hair was fairly long. He is a hypocrite. He tells people they have sinned and need to purchase a pardon from him, while the whole time he is sinning. He is one of the worst and disrespectable of all the travelers. He was very graceful and in church he was a noble ecclesiast (104). He liked to sing and he would sometimes get tips for it so he sang a lot more. These three characters do not act like they are suppose to. The Prioress does not keep her vowels of the convent well, the Wife of Bath does not keep her commitment to her husbands, and the Pardoner does not keep his vowel to do justice. They are all self-centered and don t care about anyone else. The Wife of Bath and the Pardoner are worried about having money and being in control (power). The Wife of Bath and the Pardoner are evil and do wrong things. The Prioress and the Wife of Bath both want a man, though the Prioress isn t allowed to have one. The Prioress is quieter than the Wife of Bath and the Pardoner. She also is has not done bad things like the other two have. The Wife of Bath is more controlling than the other two because she wants to be in control of everything. The Pardoner tries to get money out of people by lying to them about their sins. Although these three characters have a lot in common, they have differences too. Though they are some of the lowest in society, they are some of the most important characters in this poem. The Canterbury Tales This affect of creating characters who are unaware of how they are perceived by others is expertly shown in Chaucer's Canterbury Tales. The narrator of the story establishes that he too is also a character. In his book, even though he calls himself Chaucer, the reader should be cautious to take his words as his own opinion. In the Prologue the narrator depicts himself as an amicable character, but then he is blamed to be sullen. Relying on his memory, the narrator describes his impressions of the other pilgrims based on whether or not he likes them, and what specifically he chooses to remember, or not to remember. This method is referred to as a unreliable narrator. In the case of the â€Å"Pardoner† Chaucer's narrator is a very unreliable character. Proving this, the Pardoner sings â€Å"Com hider, love, to me! a ballad with which is accompanied by the Summoner, degrading his already questionable virtue of a man that works with the Church. Presenting himself as a man of ambiguous sexual nature, the Pardoner further challenges the social normalcy of the the Church. The Pardoner also takes with him on his journey to Canterbury the tools of his trade, which are objects that are used to deceive others in to thinking they are worth more than they appear, like the other pilgrims on the trip. The Pardoner finds out that special relics are valued on this pilgrimage, and he wishes to make a profit any way he can by selling materials to the other pilgrims whether it be pieces of paper with promises to forgive their sins or animal bones to ward off evil. Furthermore, the Pardoner preaches a sermon on greed that illustrates his own hypocrisy. The narrator is unable to see how the Pardoner deceives those around him, and fails to see who he really is thus showing the reader how the narrator of the story cannot always be trusted, but provides the reader with an interesting angle.

Case analysis for Hyundai Card Essay

As a latecomer in Korean credit card market, Hyundai Card has gradually increased the market share since it entered the business in 1999. With its tie with Hyundai motor group, the company branded itself as â€Å"Hyundai M Card†. It started off by attracting buyer to consider using the card to purchase Hyundai automobile by offering discount. In later stages, the company has adopted the customer segmentation strategy to diversify its target groups of clients. With the emphasis on market segmentation based on different groups of card holders, utilizing clients’ card usage data, it has led to the unique customized service via alphabet card marketing activities. The strategy has led to great success, Hyundai Card received a Number One ranking in the Korea’s National Customer Satisfaction Index. The Korean credit card market has experienced a period of overheating due to a rapid expansion in the number of cards, reduced standards for issuing cards, etc. However, in recent years, Korean government has tighten up the policy in the credit card industry, and it results in lower % returns for the card issuer. The market has become saturated, consumers are having too many different options in card for different needs. But the fact is that most people are only using 1 or 2 cards, and the rising cost of operating business also presents an area of concern for major card player like Hyundai Card. Background Hyundai Card is a credit card company in South Korea. Hyundai Motor Group and GE Capital are two of their largest shareholders. The company entered the credit card business in 1999 through the acquisition of Diners Card as a subsidiary. In 2001, the card’s name was changed to â€Å"Hyundai Card†. Credit card business in South Korea is a competitive market. According to a report of The Economist, Korea has the equivalent of 4.4 cards for every  member of the labor force. And Koreans made frequent transactions with credit card, on average, each Korean swipes card for 129.7 times in 2011. That number has well exceeded Americans (77.9) and Canadians (89.6). Hyundai Card is the fourth biggest credit card issuer in South Korea. As per stats in May 2007, it captures a 9.96% share of the market. The Korean credit card market is led by Koomin (16.21%), LG (16.08%), Samsung (12.33). Among the major players in the credit card market, Hyundai is considered as a latecomer. Current Situation Hyundai card has continued to increased its market share in the competitive Korean market. As per stats at the end of 2012, Hyundai Card had a market share of 14.3%. And Hyundai Card has also received a good market reputation being ranked as Number One in the Korea’s National Customer Satisfaction Index. Critical Marketing Issue The credit card industry has underwent an adjustment period. Credit card company experience a growth in the number of late payment and bad debts. And the card market has become saturated, as there are too many card products in the market, which card caters for different need. In fact, most card holder only uses 1 or 2 credit card to purchase. Another is the political factor of the tightening government policy, it has also present a problem to card issuers as they are having lower % of return in the business. In 2012, the government barred card companies from extracting higher fees from smaller merchants. And it also make it easier for customer to compare interest rates across products and harder for less credit worthy borrowers to spend beyond their means. As a result, many card issuing companies started to cut the budget and become more conservative in doing their card business. Alternative Solutions 1. Try to move out of the business by selling it to a suitable buyer Pros: If the company can find a suitable buyer and sell the business at a good price, once and for all, the company does not need to face the problem in the market. The proceed of selling the business may help raise substantial fund capital and enable the company to invest in other business with higher return. Cons: With the end of the credit card business era, Hyundai may suffer certain degree of reputational loss in the domestic market, people may start to worry about the future of the company, it may cause bigger problem to other core business such as the automobile business. 2. Down size the business by cutting cost Pros: The company can remain as a player in local card business, and the company can allocate additional budget to invest in other areas of business with higher return Cons: With less budget allocated, the company may start to lose the status as one of the four biggest player in Korean card business 3. Stay aggressive in card business but try harder to expand the international market Pros: While the company remains its presence in its domestic market, the company will develop more profit growing point in overseas market Cons: The uncertainty in less mature overseas market may not guarantee profit, it can also lead to unexpected loss for the company Decision Matrix Three options may be good options for different companies. For prestigious  brand name like Hyundai Motor and GE, it is always not a wise choice to come up with a solution with the aim of securing short term profit at the expense of sacrificing the brand equity. As a late comer to the card market, Hyundai card has experienced success by capturing larger market share. And the good reputation of customer satisfaction is also an important asset. Therefore there is no way for the company to sell or downsize their business. With less promising future in the local market, the company should start to concentrate to penetrate into other markets in order to develop more profit growing points and remain as a leading brand name in the credit card business. The company has the experience in automobile business in overseas and relevant expertise in Korean credit card, those are the strength that can help the company to capture the opportunities in those less mature market at the same minimizing the chance of failure. Recommendation Target Markets Mainland China, other developing South East Asia countries Positioning With its tie with the branded name in Hyundai Motor, it should position itself as one of the premium brand in the market. Marketing Mix Elements ( 4 Ps) Price: Should aim at customers at high end with high social status Product: Black and Purple card are issued for high social status people in Korea, it can also be used in other markets Promotion: Seek cooperation with branded companies such as winery, golf club,etc. Try to offer card holder with incentive using the card to purchase Place: Golf club, luxury suites Evaluation: The company should conduct effective marketing survey at least once a year to evaluate the effectiveness of marketing campaign and the overall strategy Conclusion For prestigious brand name like Hyundai Motor and GE, it is always not a wise choice to come up with a solution with the aim of securing short term profit at the expense of sacrificing the brand equity. As a late comer to the card market, Hyundai card has experienced success by capturing larger market share. And the good reputation of customer satisfaction is also an important asset. Therefore there is no way for the company to sell or downsize their business. With less promising future in the local market, the company should start to concentrate to penetrate into other markets in order to develop more profit growing points and remain as a leading brand name in the credit card business. The company has the experience in automobile business in overseas and relevant expertise in Korean credit card, those are the strength that can help the company to capture the opportunities in those less mature market at the same minimizing the chance of failure. Bibliography HyundaiCard’s Marketing Strategy, by Chan Soo Park and Ronald D. Camp II, 2009 Hyundai internet home page (http://ir.hyundaicard.com/ceh/ho/cehho0101_01.hc) http://totalidentity.com/hyundai-card-innovation-growth-activation-rebranding http://www.economist.com/news/finance-and-economics/21589470-it-getting-harder-make-money-worlds-most-prolific-card-users-swipe

Being Virtuous Though Confucius, Krishna and Socrates Essay Example for Free

Being Virtuous Though Confucius, Krishna and Socrates Essay From the beginning of time, the quest of all humans has been to discover how to live the good life. What is a good life exactly? This term will mean different things to different people, and yet I believe there are the same ingredients that all â€Å"good lives† share, even from the classic Eurasian time until present day. Virtues of character, which are also called ‘moral virtues’, seem to be more complex and are an integral part of the completeness of life that is said is necessary for a good life. There seems to be a pattern with people of always trying to achieve being a good person. Is being a good person the answer to having a good life? The Author, Robert W. Strayer makes the point that Confucius, Krishna and Socrates had opinions of ways to a good life but they are all different from one to the other. I will argue that there is a pattern between the three and that the belief to the good life is the same throughout the writings. The saying that history repeats itself is certainly true, but it is also true that people all want to live good lives. Confucius believes living a good life is being virtuous and treating others with respect creates the kind of person that then is given the good life. Being a leader he believed that ruling under an iron fist didn’t create people that respected him and that listened to the law, instead using kindness and sincerity gave the people an example of how to live. He says, â€Å"Let him be ? nal and kind to all; then they will be faithful to him. Let him advance the good and teach the incompetent; then they will eagerly seek to be virtuous† (pg. 218). He also goes on to describe forgiveness which is an essential component in all of the opinions on what is a good life. If one is not being virtuous they can change, which tells us that people are never intended to be perfect but to continue to strive for goodness is always better than to never attempt to be good. That same ideal is true to our modern world. â€Å"To subdue one’s self and return to propriety is perfect virtue. If a man can for one day subdue and return to propriety, all under heaven will ascribe perfect virtue to him† (pg. 219). According to Confucius seeking to be virtuous will bring the good life. In Strayers words he associates the ideas of Krishna in the Bhagavad Gita as being different than those of Confucius. I believe that essentially they are one in the same. Krishna says, â€Å"a man possessed of a pure understanding, controlling his self by courage discarding sound and other objects of sense, casting off affection and aversion, who frequents clean places, who eats little, who’s speech, body, and mind are restrained who is always intent with meditation and mental abstraction and has recourse to unconcern who abandoning egoism, stubbornness, arrogance, desire, anger and all belongings, has no thought that this or that is mine, and who is tranquil becomes fit for assimilation with the Brahmah† (pg. 21). Krishna is telling us that controlling one’s self and the environment one keeps one’s self in, the abandonment of being stubborn and arrogant all contributes to a virtuous soul, which in turn leads to the good life. This point is exactly what Confucius and Krishna share the same opinion finding that mean or middle ground, that balance or yin and yang, is essential to establishing a completeness which develops virtue is vital in order to lead a successful, fulfilling life ultimately leading to happiness. Socrates also collaborates these same thoughts He states, â€Å"For I do nothing but go about persuading you all, old and young alike, not to take thought for your persons and your properties, but ? rst and chie? y to care about the greatest improvement of the soul† (pg. 223). He spent his life trying to convince people to strive to be better people. This is one of the most important things to do in order to find happiness. Socrates believed that the state of one’s soul is the answer to happiness and that there is always improvement that can be made to one’s soul. His mission was to encourage people to think for themselves and thus become more virtuous. Socrates was sentenced to death and as he is near his final moments He says, â€Å"The dif? culty, my friends, is not in avoiding death, but in avoiding unrighteousness† (pg. 223). He also shared the same ideas of Confucius and Krishna that living righteously is the key to the good life. In conclusion what creates a good life for an individual person? It appears to be the same answer that Confucius, Krishna and Socrates had during each of their lives. They learned the same thing that people look for and believe in today. We continue to search for the same answers, but I think the answers are very clear in what history tells us and we learn from these brilliant men, Confucius, Krishna, and Socrates. To be virtuous is having a life with moral integrity and having or showing moral goodness or righteousness. It means being honorable to others and yourself in which will gain the honor and respect from others. Virtue is a belief used to make moral decisions. It does not rely on religion, society or culture; it only depends on the individuals themselves. Virtue has more to do with the character of a person than their earthly riches and possessions. As people continual strive to become a better people, practicing virtuous acts regularly helps develop the good life and they are examples to others striving for the same thing. I believe in what Confucius, Krishna and Socrates taught us, that being a good person is the foundation on which everything else in life is built on, and this I believe is the answer to having the good life. Being Virtuous Though Confucius, Krishna and Socrates. (2016, Oct 02).

Keynesian Stabilization Policy Essay Example | Topics and Well Written Essays - 1750 words

Keynesian Stabilization Policy - Essay Example John Maynard Keynes grew up in and attended Cambridge. He was a prominent member of the Bloomsbury Group, which was a literary group in London which, among other things, espoused socialist and interventionist solutions to economic and social problems. Keynes' experience during and after World War II in the Treasury helped to form his ideas about pricing, demand and monetary policy. He predicted the hyperinflation in Germany as a result of the unrealistic demands of the Versailles Treaty of 1919. Keynes supported the theory of "pump priming" during the depression of the 1930's, which was formalized in his magnum opus of 1936, The General Theory of Employment, Interest and Money (Keynes). One can view Keynes' formative years as a response to the realities of post-war Europe, a stagnating English economy, and subsequent Depression throughout the world. He saw that government's relatively small role in the economy could be increased if governments overcame their short-term resistance to increasing debt in peacetime. He saw the Great Depression reduce overall output in the world by 50% from 1929 to 1932 (Sachs). Contrary to subsequent accounts, the 1920's was not a period of uninterrupted prosperity in Europe. Sustained growth started only in 1925, and was cut short four years later. According to Kindleberger: Recovery from the First World War was hindered in Europe by the loss of the cream of its youth and the relative setback to its position owing to the stimulus to economic growth in the dominions, Japan and the United States2. Thus Keynes' entire adult career saw only a short period of nearly full employment, preceded and followed by periods of stagflation and outright depression. The respective governments' response to the economies' poor performance was fiscal restraint which, in Keynes' view, was clearly not working. The Fundamentals of Classic Keynesian Theory Keynes claimed that demand buoyed economies. Central to his theory was that demand from both the private and the public sector was essentially the same. To the extent that the private sector did not provide demand, the public sector could increase demand in order to keep the economy humming. Keynes felt that inflation was not a major problem unless the economy approached "full" employment, which was a much higher number than attributed by most economists at the time. Keynes' theories included three basic tenets: 1. Aggregate demand is composed of government and private demand. Both stimulate the economy when they increase. Aggregate demand is not inflationary unless it increases at a time when the economy is fully-employed. 2. Changes in demand do not affect prices, at least in the short term. Their main effect is on output and employment. Prices do not change readily-particularly in the case of wages-to accommodate demand. 3. Since wages respond slowly (both up and down), unemployment acts as a "balancing" mechanism. That

Stokers company Essay Example | Topics and Well Written Essays - 3000 words

Stokers company - Essay Example The furniture brand is a trusted brand in UK. Stokers Fine Furniture is coming up with new strategies to capture the potential untapped market, especially the style conscious families. The brand falls in the category of expensive and traditional product brand. Situation analysis and clearly defined objectives The market for fine furniture in the United Kingdom is rising strongly due to the effect of the country recovering from property market affects. The housing market industry is in a buoyant mode with increased demand for home furniture and furnishing. The store sales as well as the online sales of this industry have accelerated. The market has been highly influenced by the advent of the internet. The customers are more oriented towards electronic commerce due to their preference of buying from the home without having to go to the stores. The future of the UK furniture industry is showing positive trends. Consumers are likely to renew their homes much more frequently than before, therefore surging up the demand for stylish furniture. Earlier home wares like furniture and carpets were kept for a long time, but now the trend shows that they are replaced within a few years (Forbes, 2012). A SWOT analysis is conducted for the company to assess the internal and the external factors affecting the business. Since the business can control the internal factors, it may gain competitive advantage by improving upon its strengths and weaknesses. By transforming the weaknesses into strength, the company can also take up opportunities and offset the threats. Strengths: Strong brand name, cost and competitive advantage over other players in the market are core strengths of the company. Sufficient resources are available within the business for creating and maintaining a dynamic website and an extensive database system. The company can provide strong customer service from their team dedicated towards the digital marketing strategies. Weaknesses: Implementation of technology in the corporate culture, the business runs in a seasonal pattern. Opportunities: Digital marketing is the keyword for ensuring more success. It is an inexpensive marketing model aimed to capture a potential untapped market. Use of innovative technologies is another opportunity for the business. Threats: Competitors are also implementing the digital marketing strategy, expensive software upgrades resulting from pending security laws. There is stiff competition for the SCF market. The main competitors of Stokers fine furnishing are Sofa.com, Sofa and Stuff, Next, John Lewis, Marks and Spencer. The macro environmental analysis for the business is done through the PESTEL Analysis. Political: The corporate and consumer taxes regulation by the authorities highly impact the company’s income after tax. In UK, taxation is done as 30% of the profits for the businesses operating there. Since the company is more dependent on local suppliers than imported goods, therefore the trade barri ers and tariffs have negligible impact on the business. Economic:

INTERNATIONAL FINANCIAL REPORTING Essay Example | Topics and Well Written Essays - 2750 words

INTERNATIONAL FINANCIAL REPORTING - Essay Example International Financial Reporting Standards (IFRS) are touchstones, explanations and the Framework for the Preparation and Presentation of Financial Statements of corporations. The objectives of financial reporting can be bifurcated into General Objectives, Derived Company Objectives, Derived External User Objectives and Specific Objectives. The general objectives of any financial reporting is to provide the present and possible capitalists, creditors and other users with information which may be useful for them to make lucid investment, credit, and comparable decisions. Derived external user objective provides useful information so that potential investors can calculate the amount and time to make their investment. Through the financial statements the investors, creditors and others can assess the future net cash inflows to the company. The specific objectives are to provide the company about its cash flows, its complete income and the various components of such income and also the company’s economic resources, obligations, and owners’ equity (Nikolai Bazley Jones, 2009). Even though a printed annual report contains data about programs, new products, proposed capital expending etc., this is normally showed in such a way that it is certainly assorted from the regular financial statements (Mautz and Sharaf, 1961, 170-171). The amount of information which has to be presented should help the users to take decisions and form opinions (Flint, 1982, 15). Apparently too much or too little detail may be detrimental (Mautz and Sharaf, 1961, 170). Flint (1982, 15) states that basic queries in financial reporting are †from which users ´ standpoint have the accounts to be considered† and what degree of agreement is to be accepted on the part of those who have to figure notions and take decisions. The IASB framework keys out the fundamental concept based on

Ethics Essay Example | Topics and Well Written Essays - 250 words - 20

Ethics - Essay Example This problem could have been solved with one word; accidently. If instead of ‘So there’s no need to worry†¦even if you leave it on a train’, the sentence read ‘So there’s no need to worry†¦even if you accidently leave it on a train’, the whole misunderstanding would have been avoided. While this incident was probably an oversight, one word can save litigation. Advertising should be straightforward, because consumers do not like to be tricked. It makes more business logic to keep the consumer’s trust. One word can keep this type of litigation out of the press. Then the consumer remembers the advertisement, not the litigation. Business brand and reputation should come first over misleading advertising. There is too much reputation to lose. Murdoch questioned whether he had made the right decision to set up the management and standards committee at a private summit in London on Wednesday with many of the senior Sun editorial executives and journalists who have spent more than a year on bail in relation to allegations of payments to police and public officials for stories. (O’Carroll and Greenslade 2013) It would be hard not to inform on myself and other colleagues if the allegations were true. My ethics of keeping a secret or protecting others would be compromised if under investigation by the police. The law would be more important than office ethics. Of course, my ethics would never allow for payments to police or public officials for stories, hacking into private emails, or other illegal activities. I would rather work for a more reputable business. Ethics should guide a person in their life work, not just in their personal

NURSING ASSIGNMENT Continuing care - Incontinence Essay

NURSING ASSIGNMENT Continuing care - Incontinence - Essay Example It shall analyse how care was planned and delivered in order to meet the identified continuing needs in relation to evidence gathered from literature. It shall then reflect on the outcomes of care delivery for the continuing care needs identified. The patient, for this paper, shall be referred to with the pseudonym John Wilson. He is 82 years and was admitted into the Accidents and Emergency Unit after suffering a fall. He was later transferred to the medical ward to help him recover from his fall. He had a previous history of prostatectomy and was having problems with incontinence. He showed early signs of dementia, which however did not interfere with the nurse’s communication with the patient. The patient’s wife Barbara also assisted in answering questions about the patient. He lives with his wife and is often visited by his daughter and son-in-law. He needs continuing care because his mobility is compromised and cannot easily make it to and from the bathroom to relieve himself during urinary urgencies. He needs continuing care in order to help manage his urination, in order to prevent him from withdrawing from society, and eventually to keep him from being depressed. The continuing needs of the patient were assessed by the nurse and the other members of the multidisciplinary team (MDT). The nurse and the members of the multidisciplinary team (physiotherapist, occupational therapist, and the attending physician) assessed his risk for experiencing another fall. His previous fall broke his right hip; and he underwent hip replacement surgery soon after. He is now undergoing physical and rehabilitative therapy in order to gradually regain his mobility. He could get himself independently out of bed, but he has to use a walker in order to move about. He also needs assistance with his activities of daily living, but he is slowly gaining independence in carrying out these activities. With therapy and rehabilitation, he is slowly

Flight deck interface Assignment Example | Topics and Well Written Essays - 500 words

Flight deck interface - Assignment Example The main point of concern is the viability of the respective individuals to use the new technologies effectively. For example, the voice recognition system serves as an extra pilot in the cockpit. However, the pilot may be distracted while trying to remember what a certain command means. The Federal Aviation Administration (FAA) considers the new technologies as a mandate rather than choice (Croft, 2011). The revolution in flight deck technology is laden with benefits and potential hazards that bring agreement and conflict between avionics manufacturers and the federal authorities. The benefits of the human-machine interactions enhance tactical operations towards the â€Å"no accident policy† from FAA (Croft, 2011). The voice recognition technology ensures that the pilot â€Å"does not have to take hands off the control wheel.† In addition, new technologies aim at reducing the clutter in the Primary Flight Display that displays too much information. Such unnecessary information can be confusing to the pilot. Avionics manufacturers assure the FAA that there is prototyping of a flight path marker, a technology that ensures only the information relevant to a specific phase of flight is displayed. Players in the avionics industry are certain that new technologies that enhance flight deck human-machine interaction are geared towards implementing the â€Å"no accident policy† by enhancing compatibility between the pilots and the cockpit technology. There exist potential hazards to the flight deck technologies that aim to enhance human-machine interaction. Avionics manufacturers raise issues regarding the manner in which humans troubleshoot and maintain the systems (Noyes, 2012). The human-machine interaction is limited to persistent design errors and the safety-critical applications for a particular system. In addition, it may be difficult to distinguish the roles of the hardware and software system from those of the human operator. Imbalances in

Reliability and Validity Assignment Example | Topics and Well Written Essays - 250 words

Reliability and Validity - Assignment Example For the diagnosis to be termed accurate, the features identified have to be same every time if the test is to be termed reliable. This is measured by a correlation between the two test outcomes over all the participants. This method expresses the generalisability of the test scores over different test occasions by assessing stability of the test outcomes (Hempel, 2005). Hempel (2005) explains that this method of testing reliability varies with the type of tests, i.e. ability or traits and attitudes or states assessment. In both cases, repetitive responses based on previous memory is a high possibility thereby giving incorrect measures of reliability. Secondly, the traits tend to change with time, and this would depict low reliability measure, which is again incorrect (Garb, 2002). In such cases, the time period between the tests needs to be recorded appropriately in order to obtain accurate reliability measure. In case of validity, the test should be able to measure what is intended to be measured with minimum or no possibilities of change in behaviors. Reliability of the test decides the amount of correction and incorrect decisions that are made as an outcome of the test. Therefore, reliability is necessary for confirming validity. At the same time, validity of results obtained from this method is higher when the time gap is minimal; however, this minimum time varies with situation or behavior being

Art Essay Example for Free

Art Essay The urban vernacular landscape is built from corrugated GI sheets and concrete; its architectural philosophy, expressed by maximizing minimal spaces and improvising. Luis Santos takes the visual language of the streets into the gallery with Structures, his fourth solo exhibition. Born from his interest in random abstract forms, the show is a riff on patterns found in mechanically created assemblies. The starting point of Structures is a galvanized iron (GI) sheet—a ubiquitous roofing material in developing countries—that Santos has distorted, warped, and bent to his will. Four twisted sheets lie on the gallery floor at the feet of a diptych, two square canvases that have been tilted and angled as a reference to construction poster boards, prefabricated tin tabernacles, and provisional lean-to shelters. The strength of Santos’s technique is evident in the three-dimensional quality of his work: the texture, metallic sheen, and rippling surface of the GI sheets are depicted in high fidelity. Each crumple and crease is rendered in minute detail with utter care and attention. In this regard, Santos is comparable to a 15th-century artist obsessed with draped fabrics and communicating the physical properties of cloth—how it folds and falls over a human subject—on canvas. In Structures, the industrial polish of galvanized iron replaces the delicacy of silk and the rich heft of velvet. Structures meditates on many things: the unexpected tessellations arising rom mundane, overlooked objects; the improvisational ingenuity of urban vernacular architecture; and the expanded definition of painting beyond oil and canvas. My Feedback/Insight : For me when i say this work of art i was supprised and stunned cause i always see stuff like this when i go out of the house. So i was interested to know why he did it and what he thought about the artwork that he made. Other people may think his art is made up only by a plain metal sheet and and wooden chairs but for me it offers a macroscopic view of the immense ocean of steel that rolls through the city, and captures the beauty of landlocked waves undulating and glinting under the sun. This piece of artwork is effortless but can go through the hearts of alot of people. For me it shows the hard life of the non wealthy people it reminds me of people who live near the bridges in paranaque and people who have no pemanent home and just build their houses or shelters using plain metal sheets. It reminds me that alot of people struggle because of lack of money but also gives me the impression that even though alot of filipinos are having a hard time living and even though they just have a small house to live in, even though its just made of plain metal sheets and wooded planks alot of families are still together yes some go seperate ways but most of them stay together cause thats what they have their family. If i put it to simple words, This work of art symbolizes the life of the penniless and their hard times as a poverty stricken person. The texture of the art work is just metallic the shape of it a square actually its just a corrugated metal sheets mounted on wooden panel, the artwork is also shiny and curved like the usual roof you see in low class houses in the phillippines. I find it beautiful and misunderstood at the same time. The artwork puts alot of things in my mind and reminds me of the houses in the philippines. The color of the are just gray and fills me with sadness and reminds me of hard times. The lines of the artwork are curvy there is no space movement. It does not have to much color so the art work is just monochrome.

Honor Thy Children Essay Example for Free

Honor Thy Children Essay Overall the book Honor Thy Children by Molly Fumia was great. There were points in this book that just tugged at my heart. For example when the Nakatani’s found out that their middle son Greg was shot and killed. There were also points in this book that I felt if I had been in their position, I would be in a great deal of pain and misery and would not know how to work through all that had happened. I thought that Al and Jane were brave parents to endure the deaths of their three sons. This book by far was the most interesting non-fiction book I have read. This book would move the heart of any person that read it. The best thing about this book by far is how the parents have persevered throughout all these events that has happened to their family. From the running away of Glen, the murder of their son Greg, the finding out that their sons Glen and Guy were gay and their contraction of HIV, and also the death of them. They had to have heavy hearts after all of this happened, and yet they still go through all the HIV campaigning to show us how dangerous this disease is. A thing I did not like about this book is that there were very little happy things that happened to this family. I also thought that it was hard to keep track of the Nakatanis children because all of their names were so similar. If I were to grade this book, I would give it an A++ because this is a very good book and shows that humans have the will to push through any obstacle. Even though they have gone through all of that God did not give them a break and show them mercy. Despite their hard troubles, they pushed through all the sadness and despair and turned it around to help other people not make the same mistakes as them. This would definitely be a book I would recommend to people because there are very good life lessons in it. For instance, there is a limit to strict parenting, choosing your words correctly (Greg), and when faced with the worst of situations there is always something you can do about it. It also demonstrates that when a child is is pain and dying, parents always want to try and help to do what’s best for them, even at the expense of their own self. I think this book would be for ages 15 and up because there are things that would be hard to understand for someone of a young age. Also I feel that the person reading it should have some respect for gays, lesbians, etc. otherwise reading this book would be pointless. The book and movie were great to say the least. It taught me to accept who you are and that death is not the end. Memories can carry on and teach others how to deal with the loss of your loved ones. This book allowed me to take a glimpse into the Nakatani’s life and how they dealt with the loss and the grief that followed. Honor Thy Children taught me that no matter what life throws at you there are always ways to overcome these challenges. The thing I thought was most interesting was Guy will to go out to speak even while confined to a wheelchair. He had the courage to go out in the state he was in and speak. The person I identify most with in this story would be Greg. I identify with Greg the most because he was the middle son, a macho, speak his mind kind of person. The person I would identify least with would be Guy. I identify least with him because if I had gotten HIV and knew I was dying I would probably hate the world and seclude myself and not really try to do anything. This book did not really impact my life because even though it was a great book, it did not really apply that much to my life. I think that, because I have not had something similar happen to me, I have no gay or lesbian friends and I also do not know anyone with a serious disease. I think that the only things that would apply to me would be the Asian/Hawaiian culture, the dealing with the death of a loved one, and parenting. Their culture is exactly like mine because I am Japanese and I was born and raised in Hawaii. In our culture we are taught to respect your elders and listen to them. I also felt that the Nakatani’s dealt with the death of their sons better than I would have. When my brother and grandparents died I had a hard time and at some points I went through a period of depression that lasted a month in which I did not attend. It made me feel that I should have been a better grandchild and brother because I caused them a lot of trouble. The parenting part got to me because I was lucky that my parents, who were somewhat strict, were not as strict as the Nakatani’s. This helped me learn to appreciate my parents more.

Example Statement of Purpose Teacher

Example Statement of Purpose Teacher The genesis of my intense interest in education, an interest which has now evolved into an aspiration and a pursuit for a career in the field, happened during my undergraduate studies, while I was a student of humanities. Eventually became the primary motivation for graduate and now for further Studies in Education Language, Culture Teaching at YORK University. My desire of further study in Education is derived from the need of our people and their welfare. Since 2003, once I completed my MSc in Psychology choose the profession of teaching as a career. I started teaching in a secondary school where I was able to help students in their studies of psychology related subjects. I use to meet the students parents and try to find out how to make a healthy relationship between students and parents. As I believe on continuous learning when ever there is as opportunity either to learn new strategies or any sort of teachers training found my self engaged in it. It always fascinated me to help people to improve their Education standards, life style and facilitate them by provision of my expert opinion and guidance for them through my education and experience. I strongly believe that MEd Education is exactly the sort of qualification required though which improvement of the Education standard of communities through education can be achieved. It is also an effective tool to promote the awareness about fundamental issues, and facilitate research to find different methods of teaching. It is to improve the education and well being of people with in the local communities and across the nation and different civilizations. It helps to facilitate people who are not fortunate enough to acquire the fruitful education system and well being. Education Language, Culture and teaching are an exciting and growing field of study. The field challenges its professionals to confront complex teaching methods, such as improvements access of education, and strong emphasis on the study of strategies to improve individuality with close attention to the cultural context. With the help of this degree I may seek to acquire or extend my knowledge and skills in early intervention (0 3 years), preschool programming (0 5 years), family services and public policy for children and families. Education studies are a diverse and dynamic field. As professionals come from varying educational backgrounds and can specialize in different fields. It is a very popular field geared toward serving others. These professionals then can better serve local, national, and international communities. They are leaders who meet the many exciting challenges in protecting the bad affects on study today and in the future. Not only for wellbeing but it is a reward ing field as well. The field of education offers great personal fulfillment working towards improving education standards and be able to suggest the learners the right way. YORK University of Toronto has the richest environment of latest facilities, courses and research facilities available. Making this degree from York University is the most urgent priority in my life. I became aware of Universitys Education programe and the degree that university offers fit exactly what I need and the goals in my professional carrier which I want to achieve. I regard this degree as a tool which will help me to make best changes in society and economy. Attending the degree is a major step preparing for a bright successful future in the Teaching. It is right time to start something innovative and to reach new goals in my life. The purpose to apply for a place at your university is precisely to acquire the depth of knowledge and sophistication of methodology to attain a superior level of expertise by way of strict training. In my previous academic background I have done my undergraduate study. I majored in Psychology because I have a keen interest in psychological disorder. I attained my undergraduate degree form Punjab University Lahore. I was outstanding both at academic courses and extracurricular activities. I was  among the best five in a class of 25. I acted as the assistant to the editor-in-chief  of the school literary newspaper. I am also in-charge of Student First Aid. During my Graduate Study in Psychology from Punjab University, I was among the best 5 in a class of 20. But at that time I begin to feel my needs for self-development in Psychology are not being satisfied because of the lack of necessary latest equipments and facilities available for research and development in this field. The lack of the latest  collection of books on psychology and researches facilities in our library also affected my systematic research. After postgraduate, I have completed different case studies on Educational  Psychology, on social Psychology and Muslim psychology. I also made a notebook on statistical psychology. During my Postgraduate study I visit Fountain House Mental Hospital, Lahore and different Psychiatry department for taking the case history and research findings. After finishing my graduate study in 2002 I start teaching in The  Educators School Lahore which is the project of Beacon house school system Pakistan. I teach mathematics and science and psychology subjects. Now I am doing a job in The Lyceum as pre school teacher. During teaching, my achievements are as following In 2004 I was appointed as the leader of school Teaching. On this post, I make term-based teaching plan, organize discussion and assessment, and coordinate testing. I won the title Excellent Young Teacher awarded by The Educators   for the years 2004, and 2006 respectively. I also have a title of the good teacher prohibiting the Parents complaints The education is a field that offers an abundance of job opportunities to suit a variety of interests and skills. Whether you are more interested in crunching numbers, conducting research, or working with people, there is a place for you in the field of Education. Recent college graduates and those that have been in the field for years have something to offer and to gain in this field. It is ideal for those that gain satisfaction knowing that they are working to improve the lives of others. Once graduate the professionals can work in both public and private sector organizations. Many graduates find work in public sector in local, state, or federal teaching institutes. Also the jobs available are at different schools, day care center or pre-school. Another great opportunity Is to avail the opportunity of working as researchers. Those interested in working for a non-profit organization can find jobs in NGO or research for organizations, or a local non-profit that focuses on specific Educational issues. Achievements cant quench my thrust for self improvement my personal desire is to always go further. This study at your university does help me to find innovative ways to accomplish my goals and to realize my full potential in every aspect of my future professional carrier. I want to approach my carrier with the best possible qualification and study at your institute is essential to such development. Making this degree is the most urgent priority in my life. I became aware of University programmes that you offer. The degree fit exactly what I needed and the goals in my professional carrier which I want to achieve. I regard this degree as a tool which will help me to make best changes in society and economy. Attending the degree is a major step preparing for a bright successful future in the social world. It is right time to start something innovative and to reach new goals in my life. I had chosen this option and this carrier goal is based on my skills, interests and carrier possibilities. I always set up my carrier goals high enough. My ultimate goal is to be a professional and a better human being .I shall be thanking full to you for your kind consideration.

Comparing Atkins and Balance Energy Bars :: Health Nutrition Diet Exercise Essays

Comparing Atkins and Balance Energy Bars   Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Many are fascinated by the various diets in society; people want to lose weight by finding a reliable method that will ensure results. Two common diets include the Atkins Diet and the Zone Diet. Both of these have energy bars that contain the nutrients need to meet the diets specific requirements. In the article â€Å"Glycemic and Insulinemic responses to energy bars of differing macronutrient composition in healthy adults,† by Steven Hetzler and Veonsoo Kim, a study was conducted that compared the different energy bars. The study looked at equal proportions of these bars to see their effects on glycemic and insulinemic levels. This paper will be focusing on the differences between the Atkins and Balance Energy Bars and the effect they have on glycemic and insulin.   Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  The Atkins Diet contains a low amount of carbohydrates, whereas the Zone Diet has the components of a 40% carbohydrate, 30% protein, and 30% fat breakdown. The energy bars associated with these diet influences the glycemic and insulin levels in the body. By having a reduction of glycemic and insulin levels in the body affects a diet. By having low glucose levels this will ultimately lead to weight loss. This happens either through the removal of carbohydrates or by substituting low glycemic index carbohydrates for higher ones. In doing this the higher level of insulin will be reduced, for example high blood cholesterol levels will go down.   Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  To test the insulin and glycemic levels the energy bars contain the study had 20 healthy adult participants. They were split into groups receiving 1 of 5 test meals; 1 being low carbohydrates, 2) moderate carbohydrates, 3) high carbohydrates, 4) white bread, and 5) chicken breast. Chicken breast was the negative control since it contains no carbohydrates, whereas white bread was the positive control. Test meals 1) with the low carbohydrates, include the Atkins Energy Bar, and test meal 2) includes the Balance Energy Bar.   Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  In order to see the levels of the glucose and insulin after consuming the bars blood samples were taken and analyzed. In this experiment the Atkins energy bar produced the lowest glucose results.

Impact of Electric Vehicles Essay examples -- Environment, Renewable E

1 Literature Review The review presented in this chapter outlines the integration of electric vehicles with the electricity generated from wind energy to improve jurisdictions energy security and to reduce greenhouse gas emissions. The first section discusses wind as a renewable energy source and its share in future global energy mix to meet the increased electricity demand while still reducing greenhouse gas emissions. The second section explains the fundamentals of different types of electric vehicles and describes the research related to the impact of electrification of vehicles in transportation sector. The final section summarizes the findings presented in existing literature related to the potential environmental impact of the electric vehicles using the regional wind generated electricity to address greenhouse gas emissions and to improve energy security. 1.1 Renewable Energy In the recent years, the global demand for energy is rapidly growing with increasing human population, urbanization and modernization (Asif & Muneer, 2008). According to the IEA’s World Energy Outlook (WEO), the global primary energy demand is projected to increase by 35 percent from 2008 to 2035 (IEA, 2011). Today, fossil fuels – notably oil, gas and coal accounts for majority share of primary energy supply and it will remain to be dominant energy sources to meet the global energy demand in 2035. However, the share of fossil fuels sources in global primary energy mix will decline to 74 % in 2035 compared over 81% in 2008 (IEA, 2011). Furthermore, the share of renewables to energy growth is likely to be increased from 5% (1990-2010) to 18% (2010-2030) (BP, 2011). Renewable energy sources include solar, wind, biomass, hydro, geothermal and wave an... ...ar to backup power by providing power stored in energy storage devices back to electric grid to balance the supply and demand; however it also provides the additional storage for utilities when the energy is excess in availability for later use. For example, when wind power is excessive in production, utilities stores the excess wind generated electricity in to batteries and restore when there is no wind or high energy demand. (Kempton & Dhanju, 2006). Energy storage technique could help utilities to decrease the variability of the system and improves the maximum utilization of wind energy in to their energy mix. Some of the major energy storage technologies available in the market are pumped hydro energy storage (PHES), compressed air energy storage (CAES), Electric thermal storage (ETS) and battery energy storage (BES) etc., (Ibrahim, Ilinca, & Perronb, 2008).

Huck Finn :: essays research papers

My heart wuz mos’ broke bekase you wuz los’,†(Pg. 85) was what Jim told Huckleberry when he found him again after they had been separated. This is a perfect example of how much Jim sincerely cares about Huck. Huck definitely has a very close and father-like relationship with the runaway slave, Jim. On the other hand, his real father, Pap, is less of a father figure to Huck than a runaway African American slave. Pap is very violent and abusive towards Huck. By looking at Huck’s relationships with Pap and Jim and how they are different and similar in some ways, Huck’s relationship with Pap, and Huck’s relationship with Jim the reader can see how they all relate. Although the relationships between Huck and Pap and Huck and Jim may seem extremely different, they are also quite similar in some ways. Both are father figures for Huck in a way. Although Huck is related to Pap through blood, Jim, who is a slave, cares more for Huck and is more nurturing than Pap is. â€Å"Come in, Huck, but doan’ look at his face - it’s too gashly.† (Pg. 50) Jim said this as he found the body of Huck’s father, Pap. This shows how Jim didn’t want Huck to be upset by knowing that his father is dead. Also, Huck is in danger staying with both of these people. With staying with Pap, Huck is in danger because of his father’s abusiveness. Jim and Pap are also alike because of the fact that both of these people don’t like their place in society. Pap wants to be wealthier and higher up in society, whereas Jim only wants to escape slavery and own himself. Pap is a very violent drunk. He lives on the outskirts of town, and goes into town only to get alcohol and become intoxicated. â€Å"I borrowed three dollars from Judge Thatcher, and pap took it and got drunk, and went a-blow-ing around and cussing and whooping and carrying on; and he kept it up all over town, with a tin pan, till most midnight; then they jailed him, and next day they had him before court, and jailed him again for a week.†, (Pg. 21). This shows further how Pap is a horrible role model for Huck and a drunk. One night, because of his drunken stupor, Pap tried to kill Huck and almost succeeded.

Ohio Public School Funding Essay

Ohio public school funding is complicated. Funding of public schools in Ohio is trough states combination i. e. federal government contributing about 6 percent, Ohio state 44 percent while the local tax account to more than 50 percent. The formulas for school funding are provided by the state and this determines the amount that is received by each district. As a result more wealthy districts often raise more amounts than less wealthy districts. On the other hand the state set up the guaranteed amount that each district is supposed to raise and these amounts are not based on the actual expenses that are used to fund the schools (Brandt, 2003). The delegation of responsibilities of funding to local districts and heavy reliance on property tax in Ohio, have contributed to inequalities for school children across the country From the time the first decision was released in 1997, there have been substantial benefits, although the decisions from the Supreme Court have not been enforced. In this regard this paper will focus on the system of school funding in Ohio State and how the public and supreme court has responded to the system. In addition the paper will focus on the current plans of funding, Ohio school expenditure and potential solution to the system (Brandt, 2003). Public school funding in Ohio The system of funding of public schools relies much on local districts property tax and this has resulted to big differences since the system depends on the amount of money the district is able to raise. The system has caused problems for the poor suburban, rural and even urban schools. For example, in 2003, Coshocton County raised only 7,529 US dollars while Cuyahoga County was able to raise 17,735 US dollars of school funding from the property taxes and state. There are inequalities and some public schools use Xeroxed copies or outdated textbooks. Some of the buildings in which the school children attend their classes have been condemned. Other school struggle to raise money to cater for basic needs such as paying school librarian. Some individual say that the problem is due to lack of care that is exhibited by poor schools. However, considering the efforts people make ion paying tax, individuals in poor districts contribute large portion of money that they have but they are not in a position to raise as much money as the wealthy districts. In addition wealthy districts have valuable properties that fetch a lot of money as compared to poor districts. The state of Ohio spends a large portion of its tax on private schools. These private schools that are owned by private companies aims at making profits and do not care a bout the local tax payers. In Ohio when the value of the properties increases the state decrease it’s funding. The states assume that the tax from the properties is directed to school funds. On the other hand public schools do not realize increase of funding since local taxes are normally fixed at the property value at time of last levy. Due to the gross inequalities DeRolph Dale, along with several district schools filed a case against Ohio State in 1991, and stated that the system of funding that is used in the country is unconstitutional. The supreme court of Ohio State began to investigate this system and resulted to establishment of major decisions of the Supreme Court. In 2001, the Supreme Court declared the system as unconstitutional, and directed the general assembly to provide solution (Walker, 2005). Since that time Supreme Court made ruling on the funding system the state has responded by establishing numerous legislations in order to solve the problems of the funding system. However, the problems in funding system still exist and the state has been unable to solve them. When the first decision of Supreme Court was released in 1997, the senate president said that the Supreme Court cannot enforce its rules. In 2001, the president said that Ohio State has no money and therefore Supreme Court has problems (Phillis, n. d). On the other hand following the ruling of Supreme Court there is a great dramatic impact in the funding of public schools in Ohio and many public schools are being constructed and the existing schools renovated. Before 1997 the state did not have priorities to support public schools. In 1997 the decision of DeRolph I influenced the state to support public schools and since then it have provided more than five million US dollars. Capital appropriation in the state of Ohio since 1997 for school facilities is as shown below.

Cold War Essay

In the europiuman theater of operations for WWII, the affiliate victory and the Axis loss dissolving agented in unprecedented destruction of the economy of the region. The Americans felt that the fall in utters had a purpose to hold up for the revival of the European economy along the lines of political and social factors that could allow allay countries to emerge (qtd. in May par. 2). The barb of much(prenominal) a purpose on into a solid commitment was non perceived or hoped for at the outset. In the United States the Executive branch (including the State Department) and the US Congress were often at odds slightly what to do about the European frugal situation.But there was agreement that the aftermath of WWII must not come to have a result in any fashion same the economic conditions that prevailed after WWI (marshal designing Par. 7). It was initially felt that the United States involvement in European reco real would not be costly or time consuming. It was notion that Europe and especially the United nation and France with their colonies, could pull themselves back up in short order (Marshall Plan par. 4). The cold winters after the war did not financial advocate the situation.The worst winter in a century was experienced in Europe in 1946-47 (Kunz par. 5). There was high unemployment, regimen shortages, and strikes. In particular, the food for thought shortages sparked humanitarian and eternal rest efforts among various organizations. The new United Nations sponsored such(prenominal) of this effort and it was almost all funded by the United States (Marshall Plan par. 11). Not abounding of this was organized well enough or in great enough amounts to do more than to briefly alleviate the problem. American troops in Europe excessively lent a hand in repair and refugee work.For the long term, the food shortages could be seen to keep on occurring since the traditional antecedent for supplies for western European had come from east Europe (Judd East-West Trade par. 2). After these winters of food shortage, it was becoming apparent that a divided up Europe was becoming the norm. The awareness of such a division was not by and large acknowledged prior to these harsh winters. chair Truman entered the United States into some bilateral agreements int oddmenting to militarily aid Greece and Turkey.These countries could be seen as universe in East Europe. They were facing rabble-rousing efforts by communists to take over those countries. For Western Europe, some thought the Morgenthau Plan could be occasiond (Marshall Plan par. 13). This device say massive war reparations could be extracted from Germany to restore the countries other than Germany. There was also the Monnet Plan (Marshall Plan par. 13) which proposed more punishment of Germany since France would take care the Ruhr and Saar coal regions for French purposes.On a purely monetary front the Bretton forest agreements of 1944 established the Inte rnational Monetary gunstock and the International Bank for Reconstruction and learning for loans to European nations (Kunz par. 7). The funds made on tap(predicate) for these loans were proving to not be of the necessary magnitude. It had been false that the international economic system was direct-headed and that an initial infusion of monetary aid would do the trick. But even more was needed. The American agricultural production was unimpaired, the level of manufacturing output was unprecedented, and the American gold reserves were safe.An outlet was needed to sustain and use the economic prowess of the American passing from wartime to domestic and foreign consumption. The economic plan for a reconstruction of Western Europe, if needed, could take in from the New Deal experience as the American response to the Great clinical depression had been accomplished. Early in 1947, evidence of a recession brewing in the United States turned some economists attention to a need to i nterpret European purchases of American goods.The Americans did not requirement to see continued European wartime tallys and plans which had rigid the idea of a continuance of control and regulation by European governments as conclusive. Many in Europe were feeling to the Soviet Unions primeval planning controlled by the state. The Soviets were reporting very high growth rates with the facet of prosperity just around the recess (DeLong and Eichengreen 11). The Americans had not successfully concluded a war in Europe to end fascist tyranny and oppression save to then see a assorted brand of tyranny and oppression in its place.This threat was perceived to be the communists, Soviet or otherwise. The Soviet influence was straightaway felt on Eastern Europe. The American administration felt that, for Western Europe, an economic union would be needed. These nations would have to be on the same page if they were not to go communists or be controlled by communists. Accordingly, on June 5, 1947, Secretary of State Marshall spoke of the need to promote bump institutions in Europe through their redress with American aid (Marshall Plan, par. 15).

Company Law Essay – Cavendish University Law Lecturers Notes

DEFINITION OF COMPANY The Companies disguise cr take 110 rendering section bring ups that companion he nontextual matter and soul a disposition organize and registered downstairs the proceeding or an existing federation. The companies incite does non adequately de book what a corroborate friendship is solely authors live with developed a definition of a society. professor David Bakibinga in his book comp both constabularyfulness in Uganda at s environywag 2 defines a teleph ir as an artificial legitimate entity separate and limpid from its members or donation shake offupers. This legitimate individual is distinguishable from raw(a) soulfulnessality.Natural psyches be born by pictorial mint/persons and their lives end at death, artificial persons ( skunks) be created by legal philosophy and their existence is ended by the law. The self-command of a legal record implies that a social club is relegate of enjoying in forcefulness(p)s and existence subject to duties, angiotensin converting enzyme by nonp aril from its members. As an artificial legal person, a fraternity is able-bo cash in angiotensin converting enzymes chipsd of the next- * It has an existence separate from that of the members and as much(prenominal)- * It has its knowledge promise by which it is recognised. It git own its own attribute ie assets exchangeable buildings, land, desire estimates. and so forth* It asidehouse execute or be litigated in its own leaping. * Even if a member or all the members die, the call tabooer-up get contort out allay stay in existence, in early(a) haggle it has thoroughgoing(a) ecological succession. * It force outister borrow bills in its own physique and use its assets as warrantor and it leave be answerable for handing back such(prenominal)(prenominal) debts.. * It stick out employment its own employees, including its members or stockholders. i) This commandment of legal fictitious consultationlity was first pellucidly render in the British field of Lords Judgment in the face of Salomon Vs.Salmon & Comp what eer Limited (1897) AC 22 At the cost of first instance and magic spell coquette, it was held That thitherfore the friendship was a legal entity capable of a separate existence and c onceivable to stand its own debts, and Salomon was non in person unresistant to move all oer the debts of the friendship. ii) That a society is at law a polar person al unneurotic from the conveyrs although it whitethorn be that afterwards internalisation, the military realize is ex transacti exclusively the same as was before, the same persons are the managers, and the same hold agree the earnings.TYPES OF COMPANIES. down the stairs the Companies Act, provision is do for 2 major display consequences of registered Companies, which back end be lawfully ground leveled in Uganda. Principally these muckle be further change integri ty into 2 broad categories. 1. mystical confederacy. 2. Public association. mystic COMPANIES The Companies Act defines a mysterious partnership as * A Comp all(prenominal), which by its articles restricts the rights to pitch donations of the fellowship. * Secondly, it strangles the correct take of its members to 50 including past and take employees of the go with who are apportionowners. Thirdly, a genius-on- mavin bon ton prohibits all invitations to the humankind to remove for any shares or debentures of the troupe (investments in the smart set). * hither the postulate b stationline number of members is 2 slew. This come in was situated down in the font of LUTAYA Vs. GANDESHA (1987) HCB 49 in which a man and his wife formed a private union and of the 1500 shares of the social club, the wife held sole(prenominal) 2 shares. This position was withal adduced in the slip-up of Salomon Vs. Salomon & Co (1897) AC 22.The second person needed white thorn non be an free person. He could be the nominee of the first person. Where a private go with does non comply with these requirements, it loses exemptions and privileges conferred on a private family. This failure basin just now be remedied upon showing salute that it was ca apply by throw or inadvertence or some opposite sufficient cause. Under the Companies Act, Companies in Uganda nookie excessively be further divided into * Limited by shares * Limited by beneathwrite * Un restrain companies (a) A conjunction express by shares.This is a friendship where the members enjoy item(a) indebtedness. This means that in type of bend up of the follow if the ac go withs assets are in nubive to meet the gilds debts, and indeed the members bequeath tho when be liable to nominate to the debts of the order nevertheless such tot ups as a member whitethorn non defecate paying for the shares they bought. i,e. , a member ordain only be needful to pay the repose that he did non pay on the shares he bought. at that trainof a members indebtedness is only limited to the add of the un remunerative shares. a) A Company limited by guarantee This is angiotensin converting enzyme where the financial obligation of its members is limited to such mensuration as the members whitethorn declare to a lower smirchtaken to ease up to the play alongs assets in the upshot of its winding up. This guarantee essential be show in the inventory of association. i. e. thither essentialiness(prenominal) be an express education/ chore by the subscribers / members that the members guarantee that they forget pay a specified center of money if in the til nowt of winding up of the lodge, if the play alongs assets are non sufficient to meet its debts. b) An eternal fraternity This is a partnership in which in that location is no limit on the liability of the members. This means that in the correctt of winding up, the members are l iable to contribute money sufficient to cover all the communitys debts without any limitations, if the partnership for example has debts of millions and millions of shillings, the members shake off to be responsible for(p) to pay all the debts and the members personal body politic/property backside be encroached upon to dis deposit the liabilities of the corporation. all(prenominal)(prenominal)day COMPANIESThe minimum needful number for public companies is 7 and it goes up to infinity in early(a) words in that respect is no limit as to the upper limit number of members a public companionship can project. A public caller-up should be a limited liability bon ton. Its muniment of crosstie moldiness(prenominal)(prenominal) enunciate that it is to be a public corporation. Its registered name ordinarily ends with the words public limited play along (plc). A Company, which has obtained registration as a public telephoner, its original get of internalisation or later(prenominal) ertificate of registration issued by the registrar must state that it is a public conjunction. mark between Private and Public Companies A public high society A private Company 1. nominal of 7 members. For such connection to do wrinkle at that place must be a minimum of at least(prenominal) 7 members. Where the ships alliance continues to do trade when the number of members has fallen below the legal minimum, wherefore this is a ground for the winding up of the partnership. (Winding up is the routine of putting the social clubs existence to an end. ) 2.No maximal limit of members. 3. on that point must be a minimum of ii music managing theater managing music directors 4. Can non baffle melodic phrase until and unless it obtains a certificate of trade/certificate of commencement of production line, in addition to a certificate of incorporation. 5. Must hold a statutory run across between l & 3 months from the run into of commencement of business. Directors are involve beneath the law to send a statutory field of study to every member in spite of appearance 14 years to the date of the impact. Such report must in addition be sent the registrar of companies. 1. Minimum of two members For such caller-out to do business there must be a minimum of at least 2 members. Where the gild continues to do business when the number of members has fallen below the legal minimum, past this is a ground for the- winding up of the gild. 2. The maximum number of members is 50 3. Only one director can suffice 4. Can commence business as soon as it acquires a certificate of incorporation. 5. No statutory impact is required of such companies. HOLDING AND SUBSIDIARY COMPANIES.A adjunct political party is one that is come acrossled by a nonher attach to called a holding connection or its bring up (or the parent troupe). The holding company is then one that controls an another(prenominal), and its archive must give it provides to do so. The or so everyday itinerary that control of a ancillary is achieved, is through with(predicate) and through the ownership of majority shares in the subsidiary by the parent Examples take holding companies such as MTN (Uganda) is a subsidiary of MTN (South Africa), Stanbic hope Uganda is a subsidiary of Standard Bank (South Africa FORMATION/ REGISTRATION PROCESS.A company is formed by registering it with the recording equipment of Companies and obtaining a certificate of incorporation. The registration process goes through the following stairs- 1. RESERVATION OF THE COMPANY NAME. The promoters must choose a name of their choice and then lease an act to the registrar of companies to fill-in the name for their company.The name should not be identical with that of an existing company or so nearly resemble it as to be calculated to deceive, it should not also Contains the words put up of commerce except where the nature of the companys business so justif ies it and lastly it should not suggests brook (a fellowship) from government or be associated with immorality, crime or scandalous in nature. If the registrar is satisfied that the name meets the above requirements, he leave approve and reserve the name, the company must then register at heart 60 years.Reservation means that in spite of appearance those 60 days the registrar leave behind not allow any other person to register another company using that same name. To guard against the possibility of a negative reply from the fipple pipe, promoters must founder in mind one or more suited alternatives. Once a company has secured registration in a particular name it secures a practical(prenominal) monopoly of in somatic activity under that name. In outcome the Registrar inadvertently approves a name which by law is not adequate, then the new company may change its name within 6 months.A company may change its name by finicky resolution and with the written approval of th e Registrar. Where the Registrar refuses to register a name without spiritedness-threatening causal agency, an activity for an order of mandamus to compel the registrar to execute his employment and register the company can be filed in the High salute. 2. PRESENTATION OF THE REQUIRED DOCUMENTS out front THE REGISTRAR FOR REGISTRATION. Within 60 days after the reservation of the name, the promoters go away then present the following muniments to the registrar to control their company registered. * chronicle of link Articles of tie-up * A parameter of nominal upper- occurrence letter * A statutory resolving power of compliance. * A record with the names and particulars of directors and secretary * The prospectus. * The Memorandum of Association of the company. The register of association is the most important of all the company documents because it guards the powers of the company, it withdraws the company and the nature of activities that the company is real to do or take a room in. * Articles of Association This document regulates the innate activities of the members and the directors.It contains learning on, prudence, who testament be the directors of the company, who will be the managing director, secretary, appointment of the batting order of directors, bookings of directors, the chairman of the poster, confluxs (how meets of the company should be called and conducted), the classes and rights of shareholders, deportation of shares , borrow powers of the company, its properties, control of the company finance, dividends/ remuneration and how they should be distributed auditing of books, the company seal and how it should be used and so on* Declaration of complianceThis is a statement declaring that all the requirement requirements of the Companies Act with debate to the formation of the company aim been duly complied with and that the directors agree to continue complying with them. * A statement of nominal ceiling This is a statement which shows the expectant with which the company is starting with. ie the initial capital of the company. * List of names and particulars of Directors and Company Secretary This document contains the details of the names, age, addresses, occupations of the directors and company secretary of the company.It should also contain an undertaking by the directors to take and pay for the cogency shares if any that such persons may be required to acquire. * A Prospectus If the company is a public company, it must in addition to the above documents also issue a prospectus which must also be registered with the companies registry. It is a document setting forth the nature and parts of a company and inviting the public to subscribe for shares in the company.It sets out the number of the founders/ instruction, the share qualification of directors, names, description and addresses of directors, the shares offered to the public for subscription, property acquired by the compa ny, the auditors, etc. The purpose of the prospectus is to provide the essential information about the position of a company when it is launched so that those engagemented in investing in it can properly assess the risk of investment. 3. PAYMENT OF pestle DUTY AND REGISTRATION FEES.The registrar will then assess how much duty is to be salaried on registration of that company it is sassed basing on the capital that the company is starting with, the more the capital the great the stamp duty. Registration fees are also paid. 4. consequence OF A CERTIFICATE OF INCORPORATION. After all these requirements, a certificate of registration is issued if the Registrar is satisfied. THE MEMORANDUM & ARTICLES OF intimacy OF A COMPANY. The archive of AssociationThe Memorandum of Association of a company, which is required to be registered for purposes of incorporation, is regarded as the companys most important document in the gumption that it arrests the powers of the company. Consequently , a company may only call for in activities and utilisation powers, which have been conferred upon it expressly by the history or by implication there from. Contents of the Memorandum The Memorandum of Association of a company limited by shares must state the following- 1.The name of the company with Limited as the last word. 2. The registered region of the company is situated in Uganda. 3. The butts of the company. 4. A statement as to the liability of the members. 5. A statement to the nature of the company (Whether private or public). 6. The amount of share capital and division thence into shares of a fixed amount. In addition, the nib must state the names, address and descriptions of the subscribers thereof who must be at least two for a private company and seven for a public company. 1. The name.The name of the company should be recordd and if it is a limited company, it should have the word limited at the end eg Stanbic Bank Uganda Ltd. 2. Registered office The chroni cle must state that the registered office is situated in Uganda. withal, the actual address must be communicated to the Registrar of Companies within 14 days of the date of incorporation or from the date it commences business by registration of a company form called Notice of situation of registered office of the company, this form will indicate the exact location of the company eg fleck 8 industrial area Kampala. . The objects article This sets out the principle activities the company has been compound to pursue. For example trading in general merchandise, tamping on business of all in allsalers and retail traders of all air term cards, mobile phones and all phone accessories, carrying on the business of mobile money agents etc. The objects must be lawful and should include all the activities which the company is likely to pursue.The objects or powers of the company as set(p) down in the memo or implied there from determine what the company can do. Consequently, any activitie s not expressly or impliedly authorized by the entry are basal vires the company. The basal vires article of belief restricts an unified company under the Companies Act to the purse only the objects outlined in its registered Memorandum of Association. The school of thought of immoderate vires is illustrated in the chemise of ASHBURY line CARRIAGE CO. LTD VS. generous (1875).A company which was not authorized by its paper of association to lend money or finance any activity made an accord with the defendant to provide him with finance for the construction of a railway line in Beligium, later on the company repudiated this agreement and did not actually provide the finances, the defendant sued the company for br apiece of scale down, the company in its refutation argued that finance railway construction was not one of the activities it was authorized to do, it was held that indeed such an act was beyond the powers of the company and such an extremist vires sust ain was spoil and un put throughable.To falsify this restrictive interpretation of the objects clause, draftsmen inserted words as and to do all such other acts and things as the company deems consequent or conducive to the attainment of these objects or any of them. In BELL HOUSES LTD -VS-CITY WALL PROPERTIES LTD (1966) 2 QB 656, a company was formed to carry on the business of General Civil Engineering takes and in particular to build houses. It had power to carry on any other trade and to do any other things that incidental to the above companys objects.The salute held that the company could lawfully contract for a fee to procure loans to other concerns, from or business whatsoever which it can in the opinion of the get along with of directors be advantageously carried out sources of finance which it had resorted to in the past. It further held that cementing good relations with the financiers would be worthful when the company needed finances for its activities. The Memor andum of Association spells out the main objectives and powers of the company. However, authentic powers may be implied in the Memorandum of Association.For example, in the case of FERGUSON V WILSON (1866) 2CH. A 277, a power to appoint agents and engage employees was implied in the Memorandum of Association. This is only sensible because a company as a fictitious person can only work through agents and employees and and then if such a power was not implied, then the company could not function at all. similarly in GENERAL AUCTION ESTATES & MONETARY CO. V. smith (1891) 3CH 432, the judicatory implied powers of borrowing money and giving surety for loans. Subsequent cases have also dupeed this position.In NEWSTEAD (INSPECTION OF TAXES) V FROST (1978)1 WLR 441 AT PAGE 449, the royal court implied powers of ingress into partnership or joint venture agreements for carrying the on the kind of business it may itself carry on i. e. intra vires. In PRESUMPTION PRICES PATENT CANDLE C O (1976), the court implied a power of paying gratuities to employees. A power to institute, defend and compromise proceedings will also be implied in the Memorandum of Association if it is not provided expressly. Courts at condemnations intimate powers because the particular nature of the companys undertaking demands it.In EVANS, (1921) I CII. 359. The court observed that a company formed to manufacture chemicals had powers to make grants to Universities and other scientific institutions to facilitate scientific research and training scientists although it may not obtain any immediate pecuniary acquire from the venture. in that locationfore before the court implies powers it seems * thither must be some reasonable connection between the companys objects and the power it seeks to employment. It is not sufficient for it to innocently show that it will benefit in some way by drill that power. It is important to show that the company will in fact benefit in some way even though remote in the exercise of the power (see Evans, (above). However, though the Court may require these powers in the Memorandum of Association, its conk out practice to expressly state them. This is only sensible because- * The company oft needs powers which the courts have not ruled that they can be implied and then the company can only obtain them by express nutrition in the Memorandum of Association, (e. g. the power to buy a share from another company though recognized under the Act has not yet been implied). To avoid uncertainties or expenses of litigation, it is safer to insert them expressly in the register of association. 4. The liability of members The memorandum of a company limited by shares or by guarantee should indicate that the liability of members is limited. With respect to a company limited shares, the liability of a member is the amount, if any, unpaid on his shares. With regard to the liability of a member of a company limited by guarantee, this is limited t o the amount he undertook to contribute to the assets of the company in the event of winding up.A company may also be registered with innumerable liability. In such a situation, the members liability is unlimited and in cases the company does not have sufficient credit to pay its creditors, then the shareholders personal property may be encroached on to pay the companys debts.. 5. Share capital (clause) The memorandum requires that a company having a share capital must state the amount of share capital with which the company is to be registered and that such capital is divisible into shares of a fixed amount.The essence of the division is to control the powers of the directors to pass around shares. The law does not prescribe the value but they are usually small amounts to encourage people to hold as many shares as possible. The amount of capital with which a company is to be registered and the amount into which it is to be divided are payoffs to be opinionated upon by the prom oters and will be determined by the needs of the company and finance available. For example if a company has its initial share capital/ inaugural capital of 5,000,000 it can divide this into 100 shares of 50,000 each.So of s member subscribes for 50 shares, he will contribute 2,500,000/= . ARTICLES OF ASSOCIATION The Articles of Association contains regulations for managing the internal personal business of the company i. e. the business of the company. They are use and interpreted subject to the memorandum of association in that they cannot confer wider powers on the company than those stipulated in the memorandum. Thus, where there is a dispute or divergence between the memorandum and articles, the nourishment of the memorandum must prevail. anagement, who will be the directors of the company, who will be, appointment of the board of directors, qualifications of directors, the, the classes and rights of shareholders, transfer of shares , , auditing of books, Contents of the Ar ticles * The board of directors ( circumspection) and how they will be appointed, their qualifications, how they can resign or be removed from office. * The chairman of the board. * The managing director and how he will be appointed. * Secretary and his appointment. eetings (how get togethers of the company should be called and conducted and the required quorum/ number of members that must be present to conduct a valid meeting of the company) and the variant types of meeting that the company may hold from fourth dimension to quantify balloting rights of the members, the right to get hold stigmatise and to search and vote etc. * powers of directors * The different classes of shares and the rights aban through with(p)d to different classes of shares. * Borrowing powers of the company. its properties, control of the company finance, its bankers, dividends/profits and how they should be distributed * appointment of auditors * the company seal and how it should be used etc Th e Articles must be printed in the English language, divided into paragraphs, numbered consecutively, write by each subscriber to the memorandum in the presence of at least one witness who must attest the signature. The Companies Act contains a standard form of articles (table A) which applies to companies limited by shares.These regulate the company unless it has its own supererogatory articles which all or partially exclude table A. The advantages of statutory model articles are * That legal drafting of special articles is nullifyd to a minimum since even special articles usually in incorporate much of the text of the model. * There is flexibility since any company can adopt the model selectively or with modifications and include in its articles special articles adapted to its needs. INTERPRETATION OF ARTICLES AND MEMORANDUM OF ASSOCIATIONThe Memorandum of Association is the basic law or nature of the company and the articles are subordinate to the Memorandum of Association. It follows consequently that if there is a conflict, the Memorandum of Association prevails. In other words if there is a contradiction in terms between the provisions of the memorandum and the provisions of the articles of association, then the provisions of the memorandum will be followed and those provisions in the articles which are contradicting the memorandum will be void and of no effect.If there is no conflict, the Memorandum of Association and articles must be read together and any ambiguity or uncertainty in either can be removed by the other CONSEQUENCES OF INCORPORATION The key attribute of corporate temper from which all other consequences flow is that the corporation is a legal entity distinct from its members. Hence its capable of enjoying rights and being subject to duties which are not the same as those enjoyed or borne by its members. In other words it has a legal personality and it is often draw as an artificial person in contrast with a human being-a natural person. SALOMON Vs SALOMON & CO) Since the Salomon case, the effected separation of the company and its members has never been doubted. It is from this fundamental attribute of separate personality that most of the particular advantages of incorporation spring and these are 1. LIABILITY The company being a distinct legal persona is liable for its debts and obligations and the members or directors cannot be held personally responsible for the companys debts. It follows that the companys creditors can only sue the company and not the shareholders.In in the case of Salomon V Salomon (1897), creditors of the company sought to have Solomon a managing director of the company personally liable for the debts of the company but court held that the company and Solomon were two different persons and that the company as a legal person is liable for its own debts and Solomon a managing director could not be held personally responsible for the debts of the company. In the Ugandan case of Sentam u v UCB (1983) HCB 59, it was held that individual members of the company are not liable for the companys debts.The liability of the members or shareholders of the company is limited to the amount remaining unpaid on the shares. For instance, where a shareholder has been allotted 50 shares at Shs. 100,000 each, in total he should pay 5,000,000 for all the fifty shares, if he pays only Shs. 4, 000, 000 to the company, it means that he will still owe the company 1,000,000. This is what is called uncalled capital. The company may call on him to pay it any time. If that does not happen, then at the time of winding up the company, he will be required to pay the Shs. 1, 000, 000.In the case of a company limited by guarantee, each member is liable to contribute a particular(prenominal) amount to the assets of the company and their liability is limited to the amount they have guaranteed to contribute. If the company has unlimited liability, the members liability to contribute is unlimited and their personal property can be looked at to discharge the company creditors but that is only after utilizing the companys money and it is not tolerable to pay all the debts. 2. situation An incorporate company is able to own property separately from its members.Thus, the members cannot claim an interest or interfere with the company property for their personal gain/benefit. Thus, one of the advantages of incorporation (corporate personality) is that it changes the property of the company to be clearly, distinguished from that of the members. In the case of MACAURA Vs NORTH ASSURANCE CO. (1925) AC (see page 3 for facts). In that case Lord Buckmaster of the field in Lords held that no shareholder has a right to any item of the property of the company, even if he holds all the shares in the company.In the case of Hindu Dispensary Zanzibar v N. A Patwa & Sons, a flat was let out to a company and the question was whether the company could be regarded as a tenant, it was held th at a company can have self-denial of business premises by its servants or agents and that in fact that is the only way a company can have possession of its premises. 3. LEGAL PROCEEDINGS As a legal person, a company can take save to enforce its legal rights or be sued for gaolbreak of its duties in the courts of law.If it the company being sued, then it should be sued in its registered name, if a wrong or ill-judged name is used, the case will be push aside from court for example in the case of Denis Njemanze V Shell B. P Port Harcourt, the plaintiff sued a company called Shell B. P Port Harcourt which was a non existing company, counsel for the defendant company objected that there was no such company and the suit should be dismissed, counsel for the plaintiff sought courts leave to bushel and put the right part but court refused to grant the leave and dismissed the case.In the case of Wani V Uganda Timber, 1972 HCB the plaintiff utilize for a warrant of bugger off against a managing director of a company preferably of suing the company, chief justice Kiwanoka held that a managing director of a company is not the company and cannot be sued personally, that if there is a case against the company then the company is the right society to be sued not its managing director. 5. incessant SUCCESSION s. 15 of the companies Act provides that a company is a legal entity with perpetual sucession.This means that even if a shareholder dies, or all the shareholders die or go bankrupt, in the eye of the law, the company will remain in existence. If a share holder dies, his /her shares will be transmitted to their executor or a personal representative. Also in case a shareholder no longer wants to be a shareholder in a company, he will simply transfer his shares to someone else and to company will continue to exist. The only way a company can come to an end is by winding up, striking it off the register of companies or through amalgamation and reconstruction as pr ovided by the Companies Act.This was illustrated in the case of RE NOEL EDMAN HOLDING PROPERTY all the members were killed in a motor solidus but court held that the company would survive. Thus, this perpetual succession gives the certainty required in the commercial terra firma even when ownership of shares changes there is no effect on the performance of the company and no disruption in the company business. 5. TRANSFER OF SHARES A share symbolises an item of property, which is freely transferable, except in the case of private companies.When shares are transferred, the person who transfers ceases to be a shareholder and the person to whom they are transferred becomes the shareholder. In private companies, there is a restriction on the transfer of shares for example one may not transfer his shares except to an existing member or shareholder, and not to an outdoorsr. This is essential and is in any event wanted if such a company is to retain its character of an incorporated p rivate company. 6. BORROWINGA company can borrow money and provide security in the form of a vaunting charge. A floating charge is a security created over the assets of the company. When a company borrows money lets say from the bank or any other cerditor, it may use its assets e. g. cars, bank fibs and other assets as security, the security/ charge will then float over those assets, in case the company defaults on payment, the charge can settle on one or all of those assets and the bank/creditor of the company can sell those assets to remedy their money.It is called a floating charge because it floats like a cloud over the whole assets of the company from time to time, it only settles/crystallizes if the company defaults on payment. So before the charge settles on the assets, the company is free to deal with those assets even to dispose them off in the usual prey of business. 6. CAPACITY TO CONTRACT. On incorporation, a company can enter into any contract with thirdly base p arties. In the case of lee(prenominal) V Lee & Air Farming Co. Ltd (1961) A. C 12, it was held that a company was it is incorporated it has capacity to employ servants, even the shareholders.THE ULTRA VIRES DOCTRINE. a) Meaning of immoderate vires. The object clause of the memorandum of association of a company contains the object for which the company is formed. An act of a company must not be beyond the object clause otherwise it will be basal vires. The expression ultra vires means beyond powers, thus an act or transaction that is beyond the powers of the company as verbalize in the objects clause of the memorandum is an ultra vires act or transaction, such an act that is ultra vires is void and cannot be formalise by the company.Sometimes the term ultra vires is also used to describe a situation where the directors of a company have exceeded the powers delegated to them, where a company exceeds the powers conferred upon it by its memorandum of association, it is not bound by it because it lacks the capacity to incur state for that action, but when the directors of a company exceed the powers delegated to them, the company in a general meeting may choose to settle their act or omission. b) Distinction from bootlegity.An ultra vires act or transaction is different from an illegal act/ transaction, although both are void, they extract different legal consequences and the law treats them differently. An act of a company which is beyond its object clause is ultra vires and hence void even if it is legal. Similarly an illegal act done by a company will be void even if it travel squarely within the objects of the company. c) Importance of the principle. The doctrine of ultra vires was developed to protect the investors and creditors of the company.This doctrine sustains a company from employing the money of the investors for a purpose other than those stated in the object clause of its memorandum. Thus the investors of the company are assured that t heir money will not be employed for activities which they did not have in contemplation at the time they invested their money into the company. This doctrine also protects the creditors of the company by ensuring that the funds of the company to which they must look to for payment are not dissipated in unauthorized activities. ) Establishment of the doctrine. The doctrine was established firmly in 1875 by the House of Lords in the case of ASHBURY RAILWAY CARRIAGE CO. LTD VS. RICHE (1875). A company which was not authorized by its memorandum of association to lend money or finance any activity made an agreement with the defendant to provide him with finance for the construction of a railway in Beligium, the directors made this ultra vires contract on behalf the company but subsequently the company ratified this contract in a meeting. ater on the company repudiated this agreement and did not actually provide the finances, the defendant sued the company for breach of contract, the comp any in its defense argued that financing railway construction was not one of the activities it was authorized to do. It was held that indeed such an act was beyond the powers of the company and such an ultra vires contract was void and could not be enforced against the company.Court also held that an ultra vires contract cannot even be ratified by the company and that the subsequent act of the company purporting to ratify this contract in a meeting was void, court emphasized that an ultra vires contract is void and cannot even be ratified by a solid decision of all the members of a company. In that case, the HOL expressed the view that a company incorporated under the Companies Act had power to do only those things which are authorized by its object clause and nything outside that is ultra vires and cannot be ratified by the company. concisely after this case was decided, its shortcomings became immediately clear, it created hardships both for the counseling and outsiders relatio ns with the company. The activities of the management of the company were subjected to strict restrictions, at every step of trans acting the business of the company management was required to ascertain whether the acts which were sought to be done were cover by the object clause of its memorandum of association.The business men thought this unduly dependant the frequency and ease of business, if the act was not cover by the memorandum, it would mean having to alter the object clause to add that activity and alteration of the memorandum required a lengthy procedure. Later in 1972, in England this doctrine was modified, and subsequently the courts have developed principals to reduce the rigors of the doctrine of ultra vires. They include the following. 1. Powers implied by statute.According to this principal, a company has powers to do an act or exercise a power which has been conferred on it by the companies Act or any other Act of fan tan even if such act is not covered by the o bject clause in the memorandum of association. 2. The principal of implied and incidental powers. This principal was established in the case of ATTORNEY GENERAL V corking EASTERN RAILWAY CO (1880) 5 AC 473, in this case the HOL affirmed the principal laid down in the earlier case of ASHBURY RAILWAY CARRIAGE CO. LTD VS.RICHE (1875) but made a brush off departure and held that the doctrine of ultra vires ought to be more or less and not unreasonably understood and applied. Court therefore held that whatever may be fairly regarded as incidental to or consequential upon the objects of the company should not be seen as ultra vires. That case therefore led to a clear conclusion that that a company incorporated under the companies act has power to carry out the objects set out in its memorandum and also everything that is reasonably inevitable to enable it carry out those objects. ) Ascertainment of the ultravires doctrine. An act is therefore intra vires (within the powers) the compan y if * It is stated in the object clause of the memorandum of association of that company. * It is authorized by the Companies Act or by any other Act of parliament. * If it is incidental to the main objects of the company or reasonably necessary to enable it carry out those objects. In the case of ATTORNEY GENERAL V. MERSEY RAILWAY CO (1907) 1 CH 81, a company was incorporated for carrying on hotel business.It entered into a contract with a third political party for the acquire of furniture, hiring servants and for maintaining omnibus. The purpose or object of the company was only to carry on a hotel business and it was not expressly mentioned in the objects clause in the memorandum of the company that they could purchase furniture or aim servants. The contract was challenged on the ground that this act of the directors was ultra vires. The issue before court was whether the transaction was ultra vires.Court held that a company incorporated for carrying on a hotel business can p urchase furniture or hire servants and maintain an omnibus to attend at the railway station to take or receive the intending guests to the hotel because these objects are reasonably necessary to effectuate the purpose for which the company has been incorporated, and consequently such acts are within the powers of the company, although these may not be expressly mentioned in the objects clause of the memorandum of association of that company.However not every act that is beneficial to the company is intra vires , it is not enough that the act is beneficial to the company , the act must be reasonably necessary for the company to carry out the activities mentioned in the memorandum. f) Effect of ultra vires minutes. * immoderate vires contracts. These are void and cannot be enforced by or against the company.In the Case of RE JON BEAUFORE (LONDON) LTD (1953) CH 131, it was held that ultra vires contracts made with the company cannot be enforced against a company. Court also held that the memorandum of association is constructive post horse to the public and therefore if an act is ultra vires, it will be void and will not be binding on the company and the outsider dealing with the company cannot take a plea that he had no knowledge of the contents of the memorandum because he is deemed to know them.In England, the European Communities Act 1972 has lessened the effect of application of the Ultra vires doctrine in this manner. In England, third parties dealing with the company in good religious belief are defend and can enforce an ultra vires contract against the company if the third party acted in good faith and the ultra vires contract has been decided by the directors of the company.However in Uganda, the ultra vires doctrine has not been modified by statute or case law and there is therefore no legal provision where third parties dealing with the company in good faith are protected and can enforce an ultra vires contract against the company if the third par ty acted in good faith Thus in Uganda the doctrine of ultra vires is applied strictly with the effect that where the contract entered into by the third party is found to be ultra vires the company, it will be held void and cannot be ratified by the company and the company cannot enforce it against the third party and neither can a third party enforce it against the company. * Ultra vires borrowing. In Uganda a borrowing that is ultra vires is void and cannot be ratified by the company and the loaner is not empower to sue the company for the return of the loan. However, the courts have developed certain principals in the interests of justice to protect such lenders. The reliefs include * Injunction.If the money lent to the company has not been spent, the lender can apply to court for an injunction to prevent the company from spending the money. * Tracing. The lender can recover his money as long as it can still be found in the hands of the company in its original form. * Property a cquired under ultra vires transactions. Where the funds of the company are applied in purchasing some property, the companys right over that property will be protected even though the expenditure on such purchasing has been ultra vires. * Judgments from ultra vires transactions. Because the law considers ultra vires acts void by their very nature, the company and third parties cannot even with consent attempt to affirm an ultra vires act.In RE JON BEAUFORE (LONDON) supra, builders of a factory for purposes which were obviously ultra vires demanded for their money and by consent it was logical that the company should pay, on winding up, the liquidator refused to pay that debt that was arising out of an ultra vires transaction, the court held that the liquidator was swell entitled to reject the claim as a company cannot do what is beyond its legal powers by simply going into court and consenting. LIABILITY OF DIRECTORS ON ULTRA VIRES TRANSACTIONS . 1. Liability towards the company . It is the duty of the directors to meet that the funds of the company are used only for legitimate purposes of the company. Consequently if the funds of the company are used for a purpose foreign to its memorandum, the directors may be held personally liable to restore to the company the funds used for such purpose. Thus a share holder can sue the directors to restore to the company funds which they employed in transactions which the company is not authorized to engage in. 2.Liability towards third parties. The directors of a company are treated as agents of the company and therefore have a duty not to go beyond the powers that the company gives them. Where the director represents to a third party that the contract entered into by them on behalf of the company is within the powers of the company date in reality the company does not have such powers under its memorandum, the directors may be held personally liable to the third party for the firing on account of breach of warrant y of authority. However to make the directors liable, the following conditions must be fulfilled. i) There must be a representation of authority by the directors.It should be a representation of fact not law. ii) By such representation, the directors must have bring on the third party to make a contract with the company in respect of a matter beyond the powers of the company. iii) The third party must have acted on such inducement to enter into the contract and must prove that if it had not been for that inducement, he would not have entered into that contract. iv) That as a result, the third party suffered loss. EXCEPTIONS TO THE ULTRA VIRES DOCTRINE. 1. Property acquired /investments made by the company using money from ultra vires transactions. 2. Activities which are not expressed by the memorandum but are implied by law. 3.Activities which are not expressed by the memorandum but are incidental or related to or reasonably necessary for the company to carry out its express objec ts. 4. Ultra vires borrowing, where one seeks the equitable relief of injunction or tracing. LIFTING THE obnubilate OF INCORPORATION A company once incorporated becomes a legal personality separate and distinct from its members and shareholders and capable of having its own rights, duties and obligation and can sue or be sued in its own name. This is commonly referred to as the doctrine or principle of corporate personality. No case illustrated the above principles better than the noted House of Lords decision in Salomon v. Salomon.However, in some circumstances, the courts have intervened to disregard or push aside the doctrine of corporate personality especially in dealing with radical companies and subsidiaries and where the corporate form is being used as a vehicle to draw in fraud or as a mere facade concealing the true facts. Upholding the abiove principal in such cases would result into and perpetuate injustice. In this topic, we will examine the concept of gussy uping the dissemble and the circumstances where the court may pierce or lift the veil of incorporation. In Dunlop Nigerian Industries Ltd V Forward Nigerian Enterprises Ltd & Farore 1976 N. CL. R 243, the HC of Lagos stated that in particular circumstances, e. where the winding of incorporation is used for some illegal or uncomely purpose, the court may disregard the principle that a company is an independent legal entity and lift the veil of corporate identity so that if it is turn out that a person used a company he controls as a cloak for an improper transaction, he may be made personally liable to a third party. The legal technique of lifting the veil is recognized under 2 heads 1. statutory lifting of the veil 2. Case law lifting of the veil statutory lifting of the veil 1. Where the number of members is below legal minimum. Under S. 33 of the Companies Act if a company carries on business for more than 6 months after its rank and file has fallen below the statutory minimum, ( 2 for private companies and 7 for public companies), every member during he time the business is carried on after the 6 months and who knows that the company is carrying on business with less than the required minimum membership is individually liable for the companys debts incurred during that time. In such a case therefore the corporate veil is lifted in order to hold those members personally liable for the companys debts incurred during that time. 2. Where the- company is not mentioned in the Bill of Exchange. S. 34 of the Companies Act provides that a bill of vary shall be deemed to have been signed on behalf of a company if made in the name of the company, by or on behalf of the company or on account of the company by any person acting under the companys authority. S. 09 (4) (b) prohibits any police police officer of the company from signing or authorizing to be signed a bill of exchange on behalf of the company in which the companys name is not mentioned in legible characte rs/ clear letters. Any officer who does this is personally liable on that bill of exchange for the money or goods for that amount unless it is duly paid by the company. Therefore in such case the corporate veil is lifted in order to hold that officer of the company personally liable. 3. retentivity and subsidiary companies. Where companies are in a kinship of holding and subsidiary companies, group accounts are usually presented by the holding company in a general meeting.In this regard, the holding and subsidiary companies are regarded as one for accounting purposes and the separate nature of the subsidiary company is ignored. S. 147 of the Companies Act requires each company to keep proper books of accounts with respect to * Money received by the company and from what source. * Money spent and what it was spent on. * all(a) sales and purchases of goods made by the company. * The assets and liabilities of the company. These accounts are meant to give a true and fair view of the s tate of the companys affairs and to explain its transactions. Directors of the company are required at least once a year to lay before the company in a general meeting a profit and loss account (or income & expenditure account for non profit making companies) plus a vestibular sense cerement.Where at the end of each year a company has subsidiaries, then as that parent company presents its accounts, it should also present a group account dealing with the affairs of that parent company and its subsidiaries, the group account consists of a consolidated balance sheet and a consolidated profit and loss account of both the subsidiary and the parent company. 4. Reckless and double-dealing Trading Under sect 327, it is provided that if in the course of winding up, it appears that any business has been conducted recklessly or fraudulently, those responsible for such business may be held liable without limitation of liability for any of the companys debts or liabilities. 5. TaxationUnder t he income evaluate Act, the veil of incorporation may be lifted to ascertain where the control and management of the company is exercised in order to determine whether it is a Ugandan company for income tax purposes. 6. investigating into related companies Where an inspector has been appointed by the Registrar to investigate the affairs of a company, he may if he thinks it fit also investigate into the affairs of any other related company and also report on the affairs of that other company so long as he feels that the results of his investigation of such related company are relevant to the main investigation. Lifting the Veil under case law . Where the company acts as agent of the share holders. Where the shareholders of the company use the company as an agent, they will be liable for the debts of the company. Agency is a relationship which exists whenever one person authorizes another to act on his or her behalf. The person acting is called the agent, and the one he is acting fo r is called the principal. Where such a relationship exists, the acts of the agent are taken to be the acts of the principal. Therefore in an spot relationship, the acts of the agent are taken to be the acts of the principal. In case of liability it is the principal who is held liable and not the agent.This is because of the dictum that he who acts through another acts for himself. Thus where share holders employ or use the company as an agent, then those shareholders will be personally liable for the acts of the company as principals behind the agent. 2. Where there has been fraud or improper conduct. The veil of incorporation may also be lifted where the corporate personality is used as a mask for fraud or illegality. In Gilford Motor Co V. Horne 1933 Ch. 935 Home was the former employee of Gilford Motor Co. He concord not to solicit its customers when he left employment. He then formed a company which solicited the customers. two the company and Home were held liable for breac h of the cartel not to solicit.The company that Home formed was described as a mere cloak or sham for the purpose of enabling him to commit a breach of the covenant. In Jones V Lipman 19621 W. L. R 832 Lipman in order to avoid the completion of a sale of his house to Jones formed a company and transferred the house to the company. Court ordered him and the company to complete payment, even though the ownership of the house was no longer in his names but in that of the formed company. The company was described as a creature of Lipman, a device and a sham, a mask which he held before his face in an attempt to avoid recognition by the eyes of equity. In Re Williams Bros Ltd. (1932) 2ch. 1, a company was bankrupt but the Directors continued to carry on its business and purchased its goods on credit. It was held that if a company continues to carry out business and to incur debts at a time when there is to the knowledge of the directors no reasonable prospects of the creditors ever rec eiving payments of these debts, it is in general a proper evidence that the company is carrying on business with intent to defraud. R V Graham (1984) QB. 675 makes it clear that a person is guilty of fraudulent trading if he has no reason to believe that the company will be able to pay is creditors in full by the dates when the respective debts become due or within a short time thereafter. 3. Public interest/policySometimes, courts have disregarded the separate legal personality of the company and investigated the personal qualities of its shareholders or the persons in control because there was an overriding public interest to be served by doing so. In Daimler Co Ltd Vs Continental tire And Rubber Co (1916) A. C 307, a Company incorporated in England whose shares except one were held by German nationals house physician in Germany brought an action during the outset World War. All its directors were also German nationals resident in Germany, which was an enemy country at the time . The Court disregarded the fact that the company had a British nationality by incorporation in England and rather gruelling on the control of the companys business and where its assets lay, in determining the companys status. 4. In determining residence of a company for tax purposes.The court may look behind the veil of the company and its place of registration so as to determine its residence. The test for determining residence is normally the place of its central management and control. Usually, this is the place where the board of directors operate. But it can also be the place of business of the M. D where he holds a lordly interest. MANAGEMENT OF A COMPANY The control and management of a company is distributed among its principal officers and these include the auditors, accountants, climb on of Directors, Managing director (if any) and any other officers of a company. There are basically two organs responsible for the management of a company. These are 1. The Shareholders through company meetings and 2.The Board of Directors. The shareholders and Company skirmishs The shareholders have an opportunity of influencing the companys management through the companys meetings. There are 4 types of meetings through which the shareholders can participate in the affairs of a company. 1. Statutory Meetings These are provided for under S130 of the Companies Act which requires every public ltd company to hold such type of meeting within 30 days from the date of commencement of business. The meeting is held once in the companys life and never again. The meeting is a must hold for all public companies, private companies are not required to hold this meeting. 2.Annual General Meeting (S. 131). impertinent the Statutory Meeting, an AGM is required of all types of companies. It must be convened by notice of not less than 21 days. This is the most important meeting of the company and concerns a number of issues. Although the companies Act does not exactly indicate the nature of the business transacted at such a meeting, the business invariably includes appointment of auditors, fixing their remuneration, declaration of dividends, consideration of the companys profit and loss accounts and the balance sheet, consideration of the reports of the directors, auditors and election of new directors or auditors if need arises.The purpose of the annual general meeting is important for the protection of the members because it is the one occasion when they can be sure of having an opportunity of meeting the directors and disbelieving them on the profit and loss accounts, on their report and on the companys position and prospects. It is at this meeting that normally a proposition of the directors will retire, come up for re-election- and it is at this meeting that the members can exercise their only real power over the board i. e. the power of dismissal by ballot them out. Most of these things could of course be done at the extraordinary meeting but the mem bers who want to ready these matters may not be able to affirm upon the convening of such meeting, the annual general meeting is valuable to them because the directors must hold it whether they like it or not.If the company fails to convene such a meeting, there are two consequences that occur- i. The registrar may himself convene that meeting or order that the meeting be convened and in extreme cases he may further order that any one shareholder present in person or by proxy be deemed to constitute the meeting. ii. Every director who is in default of convening that meeting as well as the company itself are liable to a default fine not exceptional shs 200/= and every officer of the company who is in default is liable to a default fine of shs. 40/= (1981) HCB 60). Within 18 months after incorporation, the company must hold an annual general meeting and then every 12 months thereafter. 3. Extra-Ordinary General Meeting (S 132)This is usually convened by the directors at their discr etion ( art 49 table A) to deal with urgent matters which cannot keep back till the next annual general meeting. However the directors must hold such meeting disregarding of any contrary provision in the articles if holders of at least 10% of the companys paid up capital or 10% of the members carrying voting rights ask/ requisition for it. They must state the reason why they want such a meeting. If the directors do not convene the meeting within 21 days of the requisition, then the requisitionists may themselves convene the meeting and recover expenses from the company which may in turn recover the same from the defaulting directors. 4. General meeting convened under court orders (S. 135).It provides that if for any reason it is impracticable to call a meeting of the company in any manner in which meetings of the company may be called, the court may on application of any director or member of the company who would be entitled to attend and select at the meeting order a meeting of the company to be called, held and conducted in any manner that the court thinks fit, and court may for that matter direct that only one person present at the meeting shall constitute quorum. PROCEDURE, ATTENDANCE AND QUORUM (17. 3. 05) 1. NOTICE OF MEETINGS. s. 133 provides that any meeting of a company must be called by a notice of a period not shorter than 21 days and any provision in that articles providing for a shorter notice is void and of no effect. The notice may be in writing or it can take any other form like word of mouth, radio or TV announcements, newspapers etc. it must state the exact date time and place where the meeting will take place and what is intended to be discussed at that meeting, if the notice does not indicate the above then it is not a proper notice and if any shareholder is scatty from the meeting because his notice had not fully bring out the agenda, he can seek a court order to declare such a meeting null and void.. However a meeting may be called by a shorter notice than 21 days if all the members entitled to attend and pick out at the meeting agree to such a shorter notice. 2. QUORUM. This relates to the minimum number of members that must be present at a meeting of the company for it to be a valid meeting. The companys articles will normally provide for the required quorum but where they are silent on this, s. 134 (c) of the Act provides for the requisite quorum as 2 members present in case of a private company and in any other case three members personally present.Quorum need not be maintained throughout the meeting though at the beginning it must be there. 3. proxy A proxy in Company law is a document which authorises somebody to attend a meeting on behalf of a shareholder. S. 136 provides that any member of a company entitled to attend and voting at a meeting of the company is entitled to appoint another person to attend and vote instead of him of her and any notice calling for a meeting should indicate that that pers on is entitled to attend by proxy. 4. VOTING. S. 134 provides that every member shall have one vote in respect of each share he has and in case of a company having a share capital and in other cases every member shall have 1 vote.Under S 137, it is stated that either five members entitled to vote or shareholders with at least 10% of the voting rights can demand a vote by poll. OFFICERS AND MEMBERS OF THE COMPANY 1. Board of Directors There is no definition of a director whether in the Act or by case law. Nevertheless, S2 of the Act states that a director includes any person occupying the position of a director by whatever name called. In most private companies directors are usually share holders and in public companies , there is a requirement that directors must take up qualification shares, which is not the case in private companies unless the articles provide for it. According to S 177, a public company must have at least 2 directors. Its an criminal offence to have one director .Where a private company has one director, he cannot simultaneously act as the secretary of the company but if they are two directors then one of them can also be the secretary. Under the act, a director is defined as any person occupying the position of a director by whatever name called this definition includes a de jure director