Indian Women Essay Example | Topics and Well Written Essays - 2500 words

Indian Women - Essay Example Studying on Indian women (1) means to study the variety of women oriented cultures and values that the Indian women are distinguished for. There is not only one typical cultural aspect associated with the term, "Indian Woman", but there are rather diverse cultures and values that have become the ethos of the varied types of womanhood found in the country. The Indian woman can be classified into various categories such as a mother, a sister, a daughter, a wife and even in the professional sector as a working lady and a housewife. All of these diversities are maintained in a streamlined manner and as India is a vast as a country, similarly, the cultures also vary. There are places where patriarchal society exists and there are also certain areas, such as some parts of Kerala, where there exists matriarchal society. Patriarchal society is one which is dominated by the male members of the family whereas the matriarchal society is dominated by the female counterparts. The role of the wome n in both the societies has lots of differences and this adds to the variety of the cultural diversities of the women in India. But keeping apart all the above said things it can be said with great certainty that whatever diverse forms the Indian woman may have but there is one national culture which is almost the same and found throughout the country. It has been the concern of many thinkers that the Indian woman not only devotes her precious time in the performance of the regular domestic chores but rather succumbs to the egoistic pleasures of her master and even for her own pride (2). It is now high time that our womankind should be freed from this barbaric act of forcing them to give up all their time in the kitchen. There has been certain revolutionary change that has taken place in the recent times and one of them is that of the growing status of the women. It is for the contribution of many factors that such a revolution has taken place freeing the modern woman from the fetters of the worn-out traditions, ignorance and prejudice. Talking about the culture, along with the growth of the British system in the 19th century, a varied cultural change could be felt. Towards the end of the decade, the change in the culture of India had taken a strong grip in the urban cities like Bombay, Chennai, Calcutta etc, and the world of restr icted domestic life and the most intimate relationships became subjects of public issues and topics of debates. India's (3) culture is implanted in values and virtues so deeply that even the British colonialism couldn't move even a single piece of it during their reign of change. But today, India is going through a change which is no less awkward. The change, however, is being determined by all such things: education, opportunity and development. My Interviewee, Sheetal, has been staying in India and she has two children. She stays in a joint family system where all the members of a family stay under a single roof and share everything within them. They follow the rules of a Hindu joint family. According to her in the joint family system, the head of the family deals with all the problems of the house that comes up and thus nothing goes out of the house to become a public issue. This has been found embedded in the Indian

Promote Professional Development Essay Example for Free

Promote Professional Development Essay Principles * Professional development deepens and broadens knowledge of content. Knowledge of a common core of content—which we deï ¬ ne as including the â€Å"various ways of knowing† that are intrinsic to each discipline—allows us to communicate, to work together toward common ends, to function as a cohesive democratic society, and to ï ¬ nd shared ground on which to build tolerance for our differences. * Professional development provides a strong foundation in teaching. * Professional development develops an understanding of: 1. The most useful ways of representing ideas 2. The most powerful illustrations and analogies for representing a concept 3. It makes learning speciï ¬ c things in a content area easy or difï ¬ cult; 4. It bring kinds of questions that help to reveal and develop understanding 5. It is the most effective strategies to address the misconceptions that commonly arise with regard to particular content at particular developmental levels, given with speciï ¬ c background experiences and prior knowledge. see more:what are the components of a personal development plan * Professional development provides knowledge about the teaching and learning processes. 1. Creates and maintains appropriate, orderly teaching and learning environments 2. It brings any assessment issues and clears any misunderstanding. * Professional development contributes to measurable improvement in one’s achievement. * Professional development is intellectually engaging and addresses the complexity of one’s job role. * Professional development is job-embedded and site speciï ¬ c that helps in the day to day growth of one’s knowledge and skills. * Importance: It is a tool for self-management of your development. It can provide a framework to support your development in a number of different ways. Fundamentally, its a question of regularly setting yourself objectives for development and then charting your progress towards achieving them. Its about being clear where you are, where you want to be, how you plan to get there, and how this meets current and future business needs and it is about a continuing process of reflecting on your learning and your experience to maximise its value. There is an expectation that regulators will be life-long learners in order to keep their professional skills, knowledge and experience up to date in an ever changing legislative, social and economic environment, and to ensure positive development through the right experience, and by getting the most (in terms of learning) from that experience. As a professional, you have a responsibility to keep your skills and knowledge up to date. It helps many of us already to externally verify our accreditation. Reflective learning provides a positive opportunity to identify and achieve your own career objectives. Reflecting on past experience and planning for the future in this way makes your development more methodical, and helps you to assess, and get the most from your learning. Potential Barriers to professional development: * Time Time is a crucial factor in personal growth and development, and many individuals lack enough of it. Between work responsibilities, childcare issues and just trying to survive on a day-to-day basis, you may find yourself lacking the hours necessary to devote to your own goals. * Attitude A negative attitude is a major factor in this area. If you start out with the belief that positive development is unlikely to occur, then no matter how hard you work on it, your belief will sabotage any efforts you may make. * Family Family also can be a hindrance when it comes to personal growth. Often, individuals are entrenched with ideas from their families about how much someone can develop as a person, so they dont seek to move past these set levels. * Peers Peers also can complicate our efforts to improve ourselves. Peers often try to sabotage our goals, either consciously or unconsciously. They degrade our efforts toward growth because those efforts remind them of the growth they could be pursuing, but have chosen to forgo. * Motivation Lack of motivation can be an enormous barrier to personal development. Without motivation, you have little energy to accomplish tasks leading to growth. With the right amount of motivation, however, those tasks can seem easy, and even enjoyable, to accomplish. * Money Personal growth does not have to take a great deal of money to accomplish, but depending on your goals, a lack of it can stall your efforts. Materials to learn about new topics and ways of living often cost money, but they are an investment in you. * Failure to Plan Lack of proper planning and preparation can lead to haphazard attempts to fulfil goals a recipe for wasted energy and efforts. If you are trying to break a habit, start a new career or glean insights into your thought processes, be sure to have at least a rudimentary plan to reach these goals. * Distractions Distractions, whether in the form of minor demands or activities that offers immediate gratification, can be counted on to undermine your efforts toward personal growth. * Perseverance Finally, when trying to reach personal goals, we often forget that perseverance is a key. Dont expect to achieve your dreams overnight. Overcoming obstacles consistently is the only way to become the individual you want to be. Different sources and systems of support for professional development The following are the different sources and systems of support for professional development * Inductions given for new staff. These includes giving information regarding the policies and procedures, what the company expect from them, their rights, etc. (copy of 24 hour induction form attached) * Appraisals The Annual Staff Appraisal scheme is based on objective setting in all aspects of an individual’s job, based on the contributions that they make. The review period will cover the previous 12 calendar months * Development plans A Professional Development Plan (PDP) is a short planning document that examines an individual’s current CPD needs, looks at how these might be met and lists objectives for the future. It helps the individual to structure and focus one’s training needs and should address the following points: Where am I now? Where am I going? How am I going to get there? In producing a PDP, one should: Consider once current job and the skills they need to do it competently. What changes are likely to occur in the next few years? The individual should list both short and long-term ambitions. Be realistic about their ambitions and the time needed to achieve them. Think about the areas in which they will need to target the CPD to achieve their ambitions – be realistic and prioritise. A PDP is not a request for unlimited training. Their employer will be interested in the business case for their PDP. Look to the future; don’t restrict one’s self to thinking about current professional responsibilities. Should they strengthen existing skills or develop new ones? List their priorities for the next two years. These will form the basis for deciding what CPD opportunities to take up. It is important to remember that their priorities are not cast in stone; they may decide to change them in the future. They should review and update their PDP regularly to respond to changing needs, challenges and opportunities. * Shadowing – when an individual require more supervision to ensure the quality of their job and provide teaching how do we expect them to work. * in-house training – providing all the in house training will make an individual feel that they are valued and this help them to practice in a safe way. * Training organisations – using other training organisations helps build relationship outside and helps with building competence in dealing with other individual. * Mentoring is providing support and encouragement to individual to manage their own learning in order that they may maximise their potential, develop their skills, improve their performance and become the person they want to be. * Supervisions is one of the most important drivers in ensuring positive outcomes * Reflective Practice Reflective practice is a way of studying your own experiences to improve the way you work. It is very useful for health professionals who want to carry on learning throughout their lives. The act of reflection is a great way to increase confidence and become a more proactive and qualified professional. Engaging in reflective practice should help to improve the quality of care you give and close the gap between theory and practice. The following examples of reflective practice which will provide some idea of the various methods one can choose from. Gibbs reflective cycle Gibbs reflective cycle is a process involving six steps: * Description What happened? * Feelings What did you think and feel about it? * Evaluation What were the positives and negatives? * Analysis What sense can you make of it? * Conclusion What else could you have done? * Action Plan What will you do next time? It is a cycle because the action you take in the final stage will feed back into the first stage, beginning the process again. Johns model for structured reflection This is a series of questions to help one think through what has happened. They can read the questions here This can be used as a guide for analysing a critical incident or for general reflection on experiences. John’s model supports the need for the learner to work with a supervisor throughout the experience. He also recommends that the student use a structured diary. He suggests the student should ‘look in on the situation’, which would include focusing on yourself and paying attention to your thoughts and emotions. He then advises to ‘look out of the situation’ and write a description of the situation around your thoughts and feelings, what you are trying to achieve, why you responded in the way you did, how others were feeling, did you act in the best way, ethical concepts etc Rolfe’s framework for reflective practice Rolfe uses three simple questions to reflect on a situation: What? so what? and now what? He considers the final question as the one that can make the greatest contribution to practice. * What is the problem? was my role? happened? were the consequences? * So what was going through my mind? should I have done? do I know about what happened now? * Now what do I need to do? broader issues have been raised? might happen now? Factors to consider when selecting opportunities and activities for keeping knowledge and practice up to date * Relevance -It has to be relevant to the job role. * Time The length of the activity should be consider/ or how long will it take for you to finish the training or course. Sometimes you can get bored and loose the motivation because it is dragging to your job role or to your other responsibilities. * Benefits – It has to benefit the company, yourself, other staff and most especially people receiving your service. * Benefits for you: 1. enhanced reputation and job satisfaction 2. increased confidence and self esteem 3. improved career prospects and employability 4. improved professional status 5. Development is a transferable skill. * Benefits for your other staff: 1. better quality training 2. up-to-date advice and information 3. training that employs new approaches and methods 4. training that better meets needs 5. Greater confidence in the training provided for your organisation. * Benefits to the people who receives service: 1. enhanced reputation more likely to be seen as credible and reliable and to become a trusted organisation in care 2. more influence from the MDT’s 3. Family and friend of the people who uses services can be good ally and so as the service user 4. A more exciting learning environment and opportunities to learn from each other. (MDT’s) * Benefits to the organisation: 1. staff who can do the job 2. more likely to achieve evolving organisational goals 3. managers can be confident that staff skill levels are compliant and up-to-date with requirements 4. improved employee engagement 5. enhanced external reputation * Refresher course to be available – This help you update if there is a refresher course available for some of the trainings you take. * Cost – cost of the training usually is an issue especially if the training budget should be distributed amongst staff. Check for charity organisations who provide courses and take the opportunity to take it as long as it is related to your job role * Availability – it is difficult when the training you like to do is not available straight away and you will need to wait for it to be available. This can be frustrating at times and hinders the development plan. Beyond these factors it is good to get a balance of learning across: * Maintenance and development needs What you need to keep refreshed and up-to-date against what will be new areas of learning for you. * Specialist subjects and training skills/knowledge If you train in a particular subject area you will need to maintain you technical abilities and knowledge, as well as developing your skills and knowledge as a trainer. * Performance requirements and personal aspirations As well as the learning you have to undertake for your job and professional requirements, you may also have personal aspirations or long terms plan you want to prepare for. * Different learning methods Even if you have a preferred learning style it is important to involve yourself in a range of different approaches. Challenge your preferences sometimes – maybe opting for a highly participative learning activity, even though you would normally choose to learn through researching or reading – and develop your other styles in doing so. Continuing professional development (CPD) is the action we take to maintain, update and grow the knowledge and skills required for our professional role. As the name suggests, it is an on-going commitment, lasting for as long as we remain within our profession. There are many reasons why we are motivated to learn new things. The fact that we are in this profession suggests that we are already enthusiastic learners. CPD requires us to focus a part of our learning specifically on areas that are related to our profession. One of the key features of CPD is that it has to be: SMARTSpecific – be clear about what you want to achieve; what is the actual result or outcome that you want?Measurable – how will you know that you have achieved? What will you see, hear and feel that will tell you that you have achieved?Achievable – the objectives in your plan should be realistic and achievable steps to take you closer to your overall ambitions.Relevant – your objectives should be steps to larger career and personal aspirations, not just random pieces of learning.Time-bound – each outcome should have an achievable end-date – ideally within the timescale of your CPD planning period.|

Adolph Hitler :: essays research papers

Adolf Hitler   Ã‚  Ã‚  Ã‚  Ã‚  Adolf Hitler was born to Alois and Klara Hitler in 1990 in Braunau, Austria. His parents couldn’t legally be married, because his mother was his father’s first cousin’s daughter. But they got permission from the Christian church in Rome, and were only an exception because Klara was already pregnant. When he was eight, the family moved to Vienna, which would be a city to hold quite an impact on Hitler’s ambitions.   Ã‚  Ã‚  Ã‚  Ã‚  When Adolf was 12, his father had died. His father was the only person that wouldn’t let his grades slip, so two years later he dropped out of school. Then Hitler’s luck worsened, and two short years after, his mother passed away. Once his mother was gone, Adolf was completely alone. In 1913, he moved to Munich looking for a place to be employed. But he did not leave Vienna with nothing. As he left, he kept two things in mind that were valued there: Anti-Semitism and the idea of German supremacy. Adolf had always been into the arts, when he was in Munich, he’d go to operas when he didn’t even have food. He was a very good sketch artist of buildings and architects, but he could not draw people very well. Art was one of the two classes, P.E. being the other, that he excelled in. As he entered the political world, he would continue his interests in the arts.   Ã‚  Ã‚  Ã‚  Ã‚  World War One hit on August 14, 1914. A few months later, he had joined up with the German army in the 16th Battalion. He became so dedicated to his battalion, that when people asked where he lived, he simply said, â€Å"The Sixteenth Battalion.† The reason why he had joined to fight for his country is because he wanted to purify the world. In his eyes, anybody who wasn’t German wasn’t part of the â€Å"Master Race†, which fell under Hitler’s idea of German Supremacy. Aryan was what the â€Å"Master Race† was deemed, which was a German with blonde hair and blue eyes. The irony of it is that he himself had brown hair and brown eyes, which he considered â€Å"not pure.† If you were not pure, you were to be cleansed, taken care of. If you were not with Adolf and his belief, you deserved to die. In 1916, he was shot and sent back to Germany. Then he soon returned healthy as ever.

Causes of communication problems Essay

It exhibits itself when team members always want to protect and defend own interests. There is no openness and communication is always argumentative with team members trying to outdo each other as regards explaining why they are right and their colleagues wrong (Peter, 1988). Different expectations: Divergent views on individual roles and responsibilities and authority structure results in tension and communication breakdown. Confusion: Chaos over roles, processes and responsibilities resulting from inadequate or inaccurate information can lead to loss of productivity and communication breakdown. Loss of momentum: Results when team members aren’t all working toward project success leading to a lag in project progress. Frustration ensues when some teammates feel they are being pulled back. The once smooth communication turns into one of finger pointing further aggravating the loss of momentum. Dissatisfaction: A project is headed towards doom when teammates find it is no fun going to work. Such a project is likely to be behind schedule and out of budget. Communication among project team is strained. Lack of commitment: Poor communication could result when team members are not fully committed to the project success (Peter, 1988). Unconscious incompetence: An inexperienced person in the team who doesn’t understand their limitations focuses mainly on the documentation aspect instead of dwelling on problem solving. This is because the team member should quickly learn to solve problems as they occur. Avoiding miscommunication Being receptive to mentoring: New job entrants should understand that they can benefit from learning from those who are older in the job. Managers should also avoid instructing new job entrants to do the difficult tasks as this is not conducive for one who needs to learn. Stress management: Close monitoring and periodic management of stress levels among project team will do justice to the overall performance of the project. A Stress-free team exhibits good communication (Peter, 1988). Stimulate fun: Monitoring the level of fun in the team and working towards stimulating the same is of importance to the success of the project goals. Proper communication is more likely to result. Quickly resolve issues: This ensures timely restoration of diminished project momentum to allow for project progress. Mechanisms for resolution of disputes should be known and utilized by all (Ferdinand, 1978). Make oneself a trusted leader: A leader who has 100% voluntary followers will initiate proper communication. The leader will offer a clear direction, decision making and problem solving if needed. Open communication: Holding a sober session to discuss decision making procedures, roles of team members and authority hierarchy among other pertinent issues will clear any doubts among team mates. Misunderstandings will be ironed out as well as trying to make expectations of team members alike. Build trust among members: This comes about when members honor their promises and perform their roles towards the project (Ferdinand, 1978).

Mlk Nobel Peace Prize Speech Analysis

Elizabeth Potoa’e Ms. Casberg AP English P. 3 15 January 2012 AP Essay MLK Jr. Martin Luther King Jr. has always been a great public speaker because of the amount of passion instilled in his words and his extreme mastery in putting images in the minds of his audience. Not to mention, his message is explicitly conveyed to the audience. Martin Luther King Jr. establishes his acceptance of the Nobel Peace Prize with powerful insight of the Civil Rights Movement, and the must to overcome segregation through the use of figurative language and repetition/example/parallelism/imagery to show that our battle with racism has yet to be over. Martin Luther King uses figurative language to emphasize the importance of the meaning behind his words. He says in his speech over and over â€Å"I am mindful that only yesterday† to demonstrate that racism and discrimination is still going on. He discusses the struggles and conflicts blacks faced due to the hatred and violence that is occurring in the world. King repeats the horror of the current situations to allow his audience to understand that something still needs to be done. He feels, maybe if he says it enough times, people will actually do something about it, because the award he is receiving simply means nothing without action. To show that he will not give up until a change comes, he repeats the words â€Å"I refuse to accept† and goes on to tell of the excuses people use as why not to change. Martin Luther King Jr. believes that action will lead us down a road where love and hope await. Here we can find a world of freedom and justice. Martin Luther King uses imagery with his figurative language. He uses it to not only tell but show his audiences how the current ways of people are not helping pave the way to a brighter future, which encompasses no discrimination, only peace. He compares racism to a starless night to illustrate that racism is a dark and very inhumane part in the lives of many people. He says â€Å"beauty is truth and truth beauty† to depict in the minds of audience that once they’ve acknowledged that the truth is the truth in the ircumstances they face, it will be a much more beautiful tomorrow than they could ever imagine. Martin Luther King wants everyone to honestly ponder about the conflict we have and decide whether we want to take part of the solution or add to the problem when he says â€Å"this faith can give us courage to face the uncertainties of the future [and] give us new strength to continue forward. † And by doing so, people will work and build a better future for all of us, where there is no racism, but peace.

Socialism vs. Capitalism essays

Socialism vs. Capitalism essays Every society faces the following three questions: 3. Who will the goods be produced for? Who answers these three questions, and how they answer them, determines the type of economy a nation or society has. This paper will examine these questions from the capitalist and socialist perspectives. Capitalism is an economic system based on the principle of individual rights; individuals answer the basic questions of the economic system. Capitalism is characterized by private ownership and control of what goods will be produced, how they will be produced and for whom the goods will be produced. Capitalism is heavily driven by competitive conditions. Invisible market forces coordinate the economic activity. Distribution is based on ability, effort and inherited property. In capitalism private property rights must exist and be defended by the government. In capitalism, people have the right to own and control possessions as they wish. People have the incentive to work, save and invest. There is voluntary exchange, buyers and sellers freely and willingly engage in trading one thing for another. People are motivated by profit and incentives to make certain economic decisions (produce, work, save, invest, spend, etc). Each individual in a capitalist economy will pursue his own self-interest (his own personal gain). A weakness of capitalism is just that people are in it for their own personal gain, elderly and disabled needs may go unmet. Market failures may cause high prices, negative circumstances and insufficient public goods. Strengths of capitalism are that the economy is able to adjust to changing conditions. There is economic freedom (people determine individually how to answer the three questions) and people are allowed to spend their money however they wish. There is also a huge variety of goods and services, allowing a high degree of consumer ...

The 1990s and Beyond

The 1990s and Beyond The 1990s brought a new president, Bill Clinton (1993-2000). A cautious, moderate Democrat, Clinton sounded some of the same themes as his predecessors. After unsuccessfully urging Congress to enact an ambitious proposal to expand health-insurance coverage, Clinton declared that the era of big government was over in America. He pushed to strengthen market forces in some sectors, working with Congress to open local telephone service to competition. He also joined Republicans to reduce welfare benefits. Still, although Clinton reduced the size of the federal workforce, the government continued to play a crucial role in the nations economy. Most of the major innovations of the New Deal and a good many of the Great Society remained in place. And the Federal Reserve system continued to regulate the overall pace of economic activity, with a watchful eye for any signs of renewed inflation. The economy, meanwhile, turned in an increasingly healthy performance as the 1990s progressed. With the fall of the Soviet Union and Eastern European communism in the late 1980s, trade opportunities expanded greatly. Technological developments brought a wide range of sophisticated new electronic products. Innovations in telecommunications and computer networking spawned a vast computer hardware and software industry and revolutionized the way many industries operate. The economy grew rapidly, and corporate earnings rose rapidly. Combined with low inflation and low unemployment, strong profits sent the stock market surging; the Dow Jones Industrial Average, which had stood at just 1,000 in the late 1970s, hit the 11,000 mark in 1999, adding substantially to the wealth of many though not all Americans. Japans economy, often considered a model by Americans in the 1980s, fell into a prolonged recession a development that led many economists to conclude that the more flexible, less planned, and more competitive American approach was, in fact, a better strategy for economic growth in the new, globally-integrated environment. Americas labor force changed markedly during the 1990s. Continuing a long-term trend, the number of farmers declined. A small portion of workers had jobs in industry, while a much greater share worked in the service sector, in jobs ranging from store clerks to financial planners. If steel and shoes were no longer American manufacturing mainstays, computers and the software that make them run were. After peaking at $290,000 million in 1992, the federal budget steadily shrank as economic growth increased tax revenues. In 1998, the government posted its first surplus in 30 years, although a huge debt mainly in the form of promised future Social Security payments to the baby boomers remained. Economists, surprised at the combination of rapid growth and continued low inflation, debated whether the United States had a new economy capable of sustaining a faster growth rate than seemed possible based on the experiences of the previous 40 years. - Next Article: Global Economic Integration This article is adapted from the book Outline of the U.S. Economy by Conte and Carr and has been adapted with permission from the U.S. Department of State.

Lefkandi (Greece) Heros Burial in the Greek Dark Age

Lefkandi (Greece) Hero's Burial in the Greek Dark Age Lefkandi is the best-known archaeological site from Dark Age Greece (1200–750 BCE), consisting of the remains of a village and associated cemeteries located near the modern village of Eretria on the southern shore of the island of Euboea (known as Evvia or Evia). An important element of the site is what scholars have interpreted as a heroon, a temple dedicated to a hero.   Lefkandi was founded in the Early Bronze Age, and was occupied nearly continuously between approximately 1500 and 331 BCE. Lefkandi (called by its residents Lelanton) was one of the locations settled by the Mycenaeans after the fall of Knossos. The occupation is unusual in that its residents seemed to have carried on with the prevailing Mycenaean social structure while the rest of Greece fell into disarray. Life in the Dark Age At its height during the so-called Greek Dark Age (12th–8th century BCE), the village at Lefkandi was a large but scattered settlement, a loose cluster of houses and hamlets scattered over a wide area with a fairly low population. At least six cemeteries were discovered on Euboea, dated between 1100–850 BCE. Grave goods in the burials included gold and luxury goods from the Near East, such as Egyptian faience and bronze jugs, Phoenician brown bowls, scarabs, and seals. Burial 79, known as the Euboean Warrior Trader, particularly held a wide range of pottery, iron and bronze artifacts, and a set of 16 traders balance weights. Over time, the burials became increasingly rich in gold and imports until 850 BCE, when the burials abruptly ceased, even though the settlement continued to thrive. One of these cemeteries is called Toumba because it was located on the lower east slope of the Toumba hillock. Excavations by the Greek Archaeological Service and the British School at Athens between 1968 and 1970 found 36 tombs and 8 pyres; their investigations continue to this day. Toumbas Proto-Geometric Herà ¶on Within the limits of the Toumba cemetery was discovered a large building with substantial walls, proto-geometric in date, but partly destroyed before it could be fully excavated. This structure, believed to be a herà ¶on (a temple dedicated to a warrior), was 10 meters (33 feet) wide and at least 45 m (150 ft) long, erected on a leveled platform of rock. Parts of the remaining wall stand 1.5 m (5 ft) high, constructed by a substantial interior of rough-shaped stones with a mud-brick superstructure and an interior facing of plaster. The building had a porch on the east face and an ovoid apse at the west; its interior held three rooms, the largest, central room measuring 22 m (72 ft) long and two smaller square rooms at the apsidal end. The floor was made of clay laid directly on rock or on a shallow shingle bedding. It had a roof of reeds, supported by a row of central posts, rectangular timbers of 20–22 cm wide and 7–8 cm thick, set into circular pits. The building was used for a short time, between 1050 and 950 BCE. The Herà ¶on Burials Below the center room, two rectangular shafts extended deep into the bedrock. The northern-most shaft, cut 2.23 m (7.3 ft) below the rock surface, held the skeletal remains of three or four horses, apparently thrown or driven head first into the pit. The southern shaft was deeper, 2.63 m (8.6 ft) below the central room floor. The walls of this shaft were lined with mudbrick and faced with plaster. A small adobe and wooden structure were in one of the corners. The southern shaft held two burials, an extended burial of a woman between 25–30 years, with a gold and faience necklace, gilt hair coils and other gold and iron artifacts; and a bronze amphora holding the cremated remains of a male warrior, aged 30–45. These burials suggested to the excavators that the building above was a herà ¶on, a temple built to honor a hero, warrior, or king. Under the floor, east of the burial shaft was found an area of rock scorched by a fierce fire and containing a circle of postholes, believed to represent the pyre on which the hero was cremated. Recent Findings The exotic material goods at Lefkandi make one of the few examples in so-called Dark Age Greece (more properly called the Early Iron Age) that contained imported goods. No such goods appear anywhere else either on or near mainland Greece in such a quantity at such an early period. That exchange continued even after the burials ceased. The presence of trinkets- small, inexpensive imported artifacts such as faience scrabs- in burials suggests to classical archaeologist Nathan Arrington that they were used as personal talismans by most people in the community, rather than as objects signifying elite status. Archaeologist and architect Georg Herdt argues that the Toumba building was not as grand an edifice as has been reconstructed. The diameter of the support posts  and the width of the mudbrick walls suggest that the building had a lower and narrower roof. Some scholars had suggested the Toumba was ancestral to a Greek temple with a peristasis; Herdt suggests that the origin of the Greek temple architecture is not on Lefkandi. Sources Arrington NT. 2015. Talismanic practice at Lefkandi: trinkets, burials The Cambridge Classical Journal 62:1-30.and belief in the early Iron Age.Herdt G. 2015. On the architecture of the Toumba building at Lefkandi. The Annual of the British School at Athens 110:203-212.Kroll JH. 2008. Early Iron Age balance weights at Lefkandi, Euboea. Oxford Journal of Archaeology 27(1):37-48.Pullen DJ. 2013. Minding the Gap: Bridging the Gaps in Cultural Change Within the Early Bronze Age Aegean. American Journal of Archaeology 117(4):545-553.Toffolo MB, Fantalkin A, Lemos IS, Felsch RCS, Niemeier W-D, Sanders GDR, Finkelstein I, and Boaretto E. 2013. Towards an Absolute Chronology for the Aegean Iron Age: New Radiocarbon Dates from Lefkandi, . PLoS ONE 8(12):e83117.and CorinthKalapodi Whitley J. 2001. The Archaeology of Ancient Greece. Cambridge: Cambridge University Press.

Compassion Fatigue Essay Example | Topics and Well Written Essays - 1250 words

Compassion Fatigue - Essay Example Although compassionate caregiving stands out as an accepted social responsibility of the nurses, the practice defies professional ethics and requirements for health workers. This essay explores compassion fatigue form a professional and ethical perspective. Concepts and Symptoms Nurses and other caregivers often find themselves in a dilemma concerning the care they need to give to patients and their own welfare. Although health workers have a good understanding of the nature of human body its needs for rest and healthy lifestyles, they are bound by social and professional responsibilities (Joinson, 2007). Such responsibilities force them to neglect their personal needs. Although compassion fatigue is a major problem among health workers, most health professionals overlook the problem. According to Kottler (2005), the main reason why nurses overlook compassion fatigue is that they have become used to the problem making them compromise with the fatigue. An interview conducted by nurses working in California hospital established that most nurses used medication to make them stay awake for long hours. The survey also established that most nurses had irregular sleeping periods due to workload or a desire to offer compassion services for their patients. This indicates that health workers need to have a concrete background on compassion fatigue symptoms. Compassion fatigue symptoms are identical to those of posttraumatic stress. Unlike posttraumatic stress, compassion fatigue symptoms are based on trauma. This indicates that they have a direct impact on the patient’s life and that the impacts can be demonstrated readily by their performance and behavior (Kottler, 2005). The basic concepts of compassion fatigue are emotional, cognitive, spiritual somatic and behavior. These concepts translate into symptoms and warning signs that characterize the condition. Standard warning signs for the phenomena on are: Stress and decreased satisfaction Feelings of inadequacy a nd anger Low self-esteem and depression Feelings of hopelessness and uncertainty Disrupted sleep cycle and moods Physical discomforts such as a headache and backache Loss pleasure for work and other activities Drug and substance abuse Compassion fatigue stands out as a major threat the nursing profession and the quality of health services in the country. This is because health conditions resulting from compassion fatigue not only affect the health of the caregivers also the public health. Compassion, fatigue stands out as a major threat to nursing and therefore, it should not be overlooked. In most cases, the condition begins as a caregiver burnout before developing into a full-scale compassion fatigue. It is believed that the current social and economic stress among the people has worsened the problem. According to Charles file an author of a compassion fatigue articles, our health systems fail to meet the absolute cost of caring for patients. His analysis considers the problem as a misplaced cost where a nurse or a caregiver is forced to bear the burdens of caregiving. The researcher argues that this happens due to the inconspicuous nature of such costs.

Legal Research Essay Example | Topics and Well Written Essays - 2500 words

Legal Research - Essay Example Accidents can take several forms and each one of those might produce diverse results ranging from minor to moderate to fatal injuries. Among the major forms of accidents that take place, road accidents are deemed to have the potential of much frequent occurrence2. Notably, the common grounds of court ruling in road accidents take into account the duty of care beard by the road users, contributory negligence performed by the driver(s) and insurance coverage of the driver(s), in order to rule the offence and correspondingly deliver opinion on the liabilities of the driver. The ultimate ruling may affirm that i) one of the parties involved in the accident was entirely faulty, which caused the accident and thus the liability is to be bestowed on that party completely; ii) both the parties involved were equally liable for the damages caused due to the road accident and must be charged with 50:50 liabilities in compensating each other’s losses; iii) either of the parties involved in the road accident was more responsible than the other and therefore the liability shall be shared in a proportion where one party bears more but not the entire compensation than the other party involved3. Taking into account these principles along with other statutory provisions, the aim of the paper will be to analyze a particular case related to road accident. Subsequently, the paper will provide advice to the victim of the accident described in the section of case overview regarding all the legal procedures thereafter. Case Overview Headed for celebrating a short weekend holiday in their campervan, Mr. Johnson and his family had to experience a fatal accident, where the driver in the other car was killed. The driver in the other car, D, had been driving erratically when it hit Mr. Johnson’s campervan. When police arrived to the accident scene, even though they conceded that Mr. Johnson was not faulty, they charged Mr. Johnson for the death of D. The other relevant particu lars of the case state that Mr. Johnson’s campervan was uninsured and that he too did not possess a full license, which, according to the police made him chargeable under the relevant act. Additionally, further investigation to the accident revealed that the D was under the influence of alcohol when driving, which was the cause of his driving erratically and had further caused his death in the road accident. Undoubtedly, the point of concern in this case is to justify the proportionate liability of Mr. Johnson and make him bear least liability of the accident. Relevant Laws In the case of Mr. Johnson and D, the applicable statues will be under the Road Traffic Act 1988, and the relevant Tort of Negligence. As a matter of fact, the proportionate liability chargeable for Mr. Johnson and D will be required to be considered in ruling the compensation liability of Mr. Johnson. As disclosed in the above mentioned case, where Mr. Johnson was hit by another driver, in-spite of the fa ct that he/she was driving within the prescribed speed limit, Section 125 of the Highway Code of UK rules that being in a particular speed limit does not signify it is safe and justified to drive for any particular situation and get exempted from the liability of the road accident damages. Although charges and penalties in such cases are minimal, a legal

Reflective Paper Essay Example | Topics and Well Written Essays - 2000 words - 3

Reflective Paper - Essay Example The biographical study approach was leveraged in the effort to analyze the entrepreneurship process from the point of view of Spreckels’ life as an immigrant and the evolution of his business enterprises. There are three steps to the method. The first step relates to the analysis of the family and ethnicity of Spreckels. The second step relates to the evolution of his business interests. The third step relates to how his immigrant status shaped his business life (Spiekermann 1-21). The article is well-written and makes use of the biographical study in a very structured fashion. It is informative and allows the reader to glean insights into the entrepreneurship process in general and its demonstration in the life and times of Spreckels (Spiekermann 1-21). The paper details the results of a case study involving the introduction of information technology into Fairfield University, detailing those aspects of the introduction relating to impacts on management and on the economic considerations relating to the acquisition and rollout of a vital pieces of IT, including computing hardware and networking infrastructure. Those two aspects, management impacts from the perspective of faculty use and economic considerations relating to the demand for the IT resources relative to supply and adequacy of the computing investments. The findings include that such exercises require extensive planning, and can be justified from the point of view of learning and efficiency improvements that offset the costs of the investments in IT (Tellis). The researcher detailed the study methodology within the paper in straightforward fashion, and that methodology had four steps. One is the design of the case study. Two is the undertaking of the case study itself. Three is the analysis of the data. Four is the derivation of conclusions and implications, and the crafting of recommendations for next steps (Tellis). The paper relied

Art Essay Example | Topics and Well Written Essays - 500 words - 15

Art - Essay Example It would have been more natural if he had drawn soft boundaries with light pencil. Warhol has very nicely painted the nose giving shades of gray and white color very nicely. It is where he has kept his hand very light giving this feature a very original feel. The sketch is cool overall and the painter has no doubt drawn it with keen observation. I like the way the hair has been drawn and painted giving the man a sober look. The hair is not parted and is very cleverly hiding half of the ear. The collar covering the neck has also been nicely drawn giving a brief description of the man’s satire. Although, the picture is not colorful, yet the sketch is complete in itself and the color tones the painter has used seem enough for this piece of art. It is his great success that he has been able to show what age the man was, how he looked like, and his personality, using a few shades of two to three colors. In this picture, Raymond Johnson has put into abstract the sky and landscape of New Mexico and the picture tells more of his experience with the scene. Johnson was of the view that a masterpiece results from actual experience depicted in the form of painting and what counts is the internal significance of things which is an abstract quality. Something painted in abstract gives it the real life and soul. Johnson has always used two approaches to paint land. First, he would give a deep insight into his mood and experience that he had, and second, he would paint out in abstract everything giving special consideration to their forms and the manner in which they receive and emit light. The picture is a beautiful abstract form of landscape with black clouds hovering over it giving the feel of gloominess and pleasure at the same time. I like the green patches the painter has shown on the landscape and the shades of orange, pink, green and yellow give a very soothing look. The place the pai nter had in his mind must have been a piece of calm and cozy piece of land which

Team article review #3 Essay Example | Topics and Well Written Essays - 250 words

Team article review #3 - Essay Example pany, Under Armour, also tried to sign Kevin Durant for the sale of its sneakers, but Nike signed him back first, because if Durant had gone to Under Armour, then a lot of clients of sneakers would have turned to Under Armour. Hence, this all is a game of one competitor thinking about strategies to win over another competitor in business. This is why, this article is very interesting for my team, as it talks about very remarkable strategies that business adopt to earn huge revenues while losing some of it or investing some of it. This is kind of an investment that Nike has done in Kevin Durant, and then, it is also a business deal for Durant as it will benefit him too. Businesses and companies have to move very strategically while thinking about how to attract clients. Making one wrong decision, or taking one wrong step, can lead to disastrous results. Losing Kevin Durant and watching him go to Under Armour would have been a huge setback for Nike, because it would have meant losing c ustomers. The sense of competition and strategic management of business is what caused my team to choose this article. Stock, K. (2014). Nike needs Kevin Durant, even if he cant sell enough shoes. Bloomberg Businessweek. Retrieved November 14, 2014, from

Hypothetical Company and Industry Term Paper Example | Topics and Well Written Essays - 1000 words

Hypothetical Company and Industry - Term Paper Example The rent on the building for this business stands at $18,000 per month. While that figure might seem quite high, it is actually quite low given that rent is 3-4 times that in the downtown area. Because the manufacturing center needs no showroom, there is no reason to have it located in a high traffic area. Other fixed costs include the monthly payment on machinery at $8,000 total per month and labor at $12,000 per month Depending on the volume of demand for the product, there are certain costs that are variable and fluctuate from the month. As such, it is certainly quite difficult to put a dollar figure on such variable costs. These expenses include supply costs, utilities (based upon how many units are being produced determines electricity usage, for example), and transportation and delivery costs. This product is best marketed to household consumers. The business itself is catered to families with children or working professionals. By focusing on the domestic market, the business can tailor its marketing plan to reach the very people that the product is designed for. The automated robotic chef is for people who desire to eat a healthy nutritious meal at home, but the demands of their lifestyle preclude this from easily happening. By focusing on these specific individuals, the business can better capitalize on market potential. By its definition, this business will not form a monopoly. While the product design will certainly be proprietary in nature and will be patented, there is nothing to preclude competitors from developing their own version of the product. The possibility does exist, however, to reach distributorship agreements with various household department stores to make this product the only automated chef that they offer.

Team article review #3 Essay Example | Topics and Well Written Essays - 250 words

Team article review #3 - Essay Example pany, Under Armour, also tried to sign Kevin Durant for the sale of its sneakers, but Nike signed him back first, because if Durant had gone to Under Armour, then a lot of clients of sneakers would have turned to Under Armour. Hence, this all is a game of one competitor thinking about strategies to win over another competitor in business. This is why, this article is very interesting for my team, as it talks about very remarkable strategies that business adopt to earn huge revenues while losing some of it or investing some of it. This is kind of an investment that Nike has done in Kevin Durant, and then, it is also a business deal for Durant as it will benefit him too. Businesses and companies have to move very strategically while thinking about how to attract clients. Making one wrong decision, or taking one wrong step, can lead to disastrous results. Losing Kevin Durant and watching him go to Under Armour would have been a huge setback for Nike, because it would have meant losing c ustomers. The sense of competition and strategic management of business is what caused my team to choose this article. Stock, K. (2014). Nike needs Kevin Durant, even if he cant sell enough shoes. Bloomberg Businessweek. Retrieved November 14, 2014, from

Poetry Essay Example | Topics and Well Written Essays - 500 words - 4

Poetry - Essay Example The last line is broken down â€Å"so-long-lives-this-and-this-gives-life-to-thee.† So quatrain or couplet within â€Å"Shall I Compare Thee to a Summer’s Day† has 10 syllables. This qualifies the poem as a sonnet. The rhyme structure of this poem is a-b-a-b, c-d-c-d, e-f-e-f, g-g. An example is the first quatrain has the rhymes â€Å"day† and â€Å"May† in the first and third lines. The second and fourth lines rhyme with â€Å"temperate† and â€Å"date†. The second quatrain rhymes â€Å"shines† and â€Å"declines† in the fifth and seventh line. The sixth and eighth line rhymes â€Å"dimmed† and â€Å"untrimmed†. The ninth and eleventh line rhymes with â€Å"fade† and â€Å"shade†. The tenth and twelfth line rhyme with â€Å"ow’st† and â€Å"grow’st†. The final two lines rhyme with â€Å"see† and â€Å"thee†. This rhyming pattern is a-b-a-b, c-d-c-d, e-f-e-f, g-g patterning. Finally, Shakespeare’s â€Å"Shall I Compare Thee to a Summers Day† has the topic of beauty and love. Although it is not a requirement to have a love sonnet, Shakespeare use the technique. â€Å"Shall I Compare Thee to a Summer’s Day† is in the style of a Petrarchan Sonnet. The Petrarchan Sonnet is the Italian formed. The English, especially Shakespeare, used this typical technique subject of love. The Petrarchan Sonnet usually spoke of love, beauty, or love not requited. â€Å"Shall I Compare Thee to a Summer’s Day† also contains a volta. A volta is a shift in topic in the third quatrain. In the beginning Shakespeare is declaring undying love and comparison to life. However, in the third quatrain the subject leads to death and fading. For

Factors That Contributes to Happiness in Your Future Career Essay Example for Free

Factors That Contributes to Happiness in Your Future Career Essay Some people think that happiness is everything. It’s the meaning of life. No matter what you’re into, what you do. If you’re happy, you’re living. Thus happiness is like the purpose of life that makes its sense. Obviously, every person desires to be cloaked in happiness in all spheres of life. And, doubtless, one of the most important sphere we want to feel comfortable in and pleasure from is work. However, happiness isn’t a self-creating feeling. Thus there’re objective factors that calling forth happiness in our career. So let’s talk about them. The first condition contributing happiness in our future career as social scientists is our profession and it’s goals in general. We mean, that as politologists we’re going to research multifaceted, versatile, changeable art of power principles and political government that draw the picture of our nowadays and dictates a style of life. Evidently, it’s not routine, boring work at which we will cover with cobweb. It’s an interesting, exciting and dragging occupation due to which we’ll always keep up with the times. It’s rapid tempo encourages professional development and prospects, broadens our horizons and stimulates contemplation and achieving new goals. Thus our future profession contributes to happiness in its essence. Another reason to feel happy in our future career is the attitude toward our profession in society. Evidently, it’s rather prestige and respectable. Moreover, it assists a person in achieving a high social status. Due to that we’ll understand the importance and necessity of our work and feel pride and pleasure from it. And when people hear frequently and appropriately they’re appreciated, it heightens their desire to work and delight from it. So being respected, highly valued in society can condition the felling of happiness in our future career.

Theodore Roosevelt and Progressivism :: American America History

Theodore Roosevelt and Progressivism Despite the criticism of their reform efforts, Presidents Theodore Roosevelt and Woodrow Wilson's commitment to and success in achieving national reform made them successful progressive presidents. There hasn't yet been a presidency that didn't receive criticism, with or without justification. Roosevelt in particular, received a lot of praise and criticism for his successes and failures. Overall, however, both Roosevelt and Wilson acknowledged and were committed to bringing about changes during their presidencies. They were both good presidents for the Progressive Era. President Roosevelt was deeply criticized during his presidency. Robert La Follette, the Republican leader of Progressivism before Roosevelt, was one of Roosevelt's biggest critics. In his Autobiography: A personal narrative of political experiences, he talks about Roosevelt's reform policies, particularly his position on the Anti-Trust Law and his trust strategy in general, and how he didn't solve the problems, but only increased the growth of monopolies and the power of business (Doc E). There were also many political cartoons published which criticized Roosevelt's policies. One in particular pictures Roosevelt singing loudly his Progressive fallacies, with La Follette sulking in the background (Doc G). There was justification to criticize Roosevelt. Although he was infamous for his "square deal," taking on trusts, he busted only about half as many trusts in twice as much time as President Taft later did. The cases he did take on were high profile, and he was noisy about them. Also , he may have only fought trusts because he thought it would be riskier to ignore them. Woodrow Wilson also had policies that were controversial, and the extent of his progressivism can be questioned. Wilson's progressive attitude didn't extent to many areas. For example, he didn't reform the way government corruption occurred. He would even encourage this by giving his friends rewards and punishing his enemies. He operated on a minimal spoils system. He was also quite racist. His reform policies didn't extend to African-Americans. He appointed many Southern racists to his cabinet and was strongly opposed to black suffrage. He considered enfranchisement an evil. Wilson also didn't want to reform social injustices. Offering no support for the ratification a suffrage movement, Wilson preferred state action for women's suffrage. Child labor was another issue he considered a state matter. Reform was something Wilson only considered on certain issues. Despite questions of motive and success, Roosevelt can be considered a successful progressive president and reformer.

Impact of Unemployment on the Family Essay -- Economics, Unemployment E

Abstract The purpose of this paper is to understand the effects that unemployment has on the family as a whole. In today’s society being unemployed impacts greatly on almost every aspect of an individual’s life and depending on their personal circumstances, it is likely to impact on other family members lives too. Today, the possibility of loosing your job looms on the horizon for many of us. Up until a few months ago I was among the millions of people that is unemployed. Dealing with the loss of job is very similar to the emotions one feels when they experience loss through a divorce or death of a loved one. Unemployment carries an array of emotions ranging from stress, fear, anxiety, and depression. Unemployment contributes to low self-esteem and to family instability, decreased family relations, and in some cases family violence. Lessons can emerge from those who cope well with unemployment, but the immediate goal is to survive emotionally and financially until you have a clear direction for you and your family. In my research paper I will explore not just the individual directly, but the economical and psychological affects unemployment have on the family as a whole. Current Picture: A substantial number of workers living in families have experienced some type of lay off. The unemployment rate has skyrocketed, leaving families to deal with the economical and psychological effects of unemployment. According to the Illinois Department of Unemployment the ILLINOIS JOBLESS RATE increased to 6.5% in February. CHICAGO -- The Illinois unemployment rate rose from 6.3% to 6.5% (seasonally adjusted) in February, as payroll jobs dropped slightly from a year ago, according to statistics released by the Illinois Department of Employment Security (IDES). â€Å"Employer payrolls, after adding jobs in January, posted a modest job decline in February, as businesses again postponed hiring due to uncertainties about the economy,† said IDES Director Brenda A. Russell. â€Å"While job gains were recorded in seven of the state’s 12 major industry groups, they were outweighed by continued losses in Manufacturing, and in the Transportation/Warehousing sec tor. These losses brought total payrolls down marginally from their year-ago count.† The total number of people working in the state fell 42,200 to 5,954,700 in February, a decline of 0.7%. The number of unemployed rose 9,700... ...ar greater than the cost of getting treatment. Consult your local mental health clinics, social services agencies or professional counselors for help for yourself and family members who are affected by your unemployment. Some assistance may be covered by your health insurance or, if you do not have insurance, counseling is often available on a "sliding scale" fee, based on income. Change is difficult: Denial: At this stage you will minimize or just deny what has happened. You may even pretend what happened is great! In which some cases this may be true, in order to give an individual a reason to go ahead and open a business, or switch careers that they have been wanting to do for a while. Resistance: Blaming others for what occurred. Experience: You’ll fully experience the change and the reality of it. You may feel a sadness that you can’t continue on in your old situation. (family and friends can help at this stage by creating a positive attitude during this stage). Acceptance: You start accepting the situation for what it is. This helps you to let go! And began to think about your next steps. Reference: http://64.239.109.64/advice/articles/layoff/default.htm

Advertising in Schools Essay

Although this semester our class has discussed the different types of advertising in the marketplace, one technique that was not discussed is that of advertising in schools. This idea is a growing technique that if conducted the right way, could perhaps benefit not only corporate organizations, but also schools and students. However, there are many critics, along with parents that feel advertising in schools is a horrible idea and could only lead to harm. Many advertisers view children as a profitable three-in-one market. That is, 1) As buyers themselves 2) As influencers of their parents purchases, and 3) As a future adult customer. See more: Recruitment and selection process essay Every year, children have an estimated $15 billion of their own money, of which they spend $11 billion of it on products such as toys, clothes, candy and snacks. Children also influence at least $160 billion in parental purchases. Generally speaking, today’s children have more money to spend than ever before. Companies know this and find that advertising to the ‘youth of the nation’ can be beneficial and lead to future dedicated customers. Because of the increase in children’s spending power in recent decades, advertisers have closely targeted children as consumers. New advertising strategies aimed at children have been steadily growing and expanding. The toy-related program, or program length commercial (which is just like a infomercial) is developed to sell toys, and stirred public attention and debates. Along with this form of advertising, 900-number telephone services were accused of being aimed at children. In the 1980’s, children got their own TV networks, radio networks, magazines, newspapers, kids’ clothing brands, and other high-price items such as video games and other high-tech products. Other new advertising strategies include kids’ clubs, store displays directed at children, direct mailing to children, and sponsored school activities. At first glance, selling corporate sponsorship rights to pay for school activities looks like a win-win situation. Needy schools get resources they need. Companies get new marketing opportunities that can build brand loyalty. After all, advertising in schools is nothing new. Districts have long used ads from local businesses to help pay the costs of school newspapers, yearbooks, and athletic programs. Even here at CBU our athletic department sells ads for ‘Sports Media Guides’ to local institutions as well as national organizations. A growing number of companies are offering schools money for a chance to market their products directly to students. As budgets shrink, schools must find ways to get extra funding. Many schools are doing away with fund-raising and have begun to look at corporate dollars to fund just about everything. Signing contracts with these companies seems like an easy way to get the money they need. Schools need funding for in-school activities and equipment, and, in order to reduce the number of children going home to empty houses, they need to fund many after-school activities. Product advertisements can be found almost everywhere in schools. They are most frequently found in stadiums, gymnasiums, school cafeterias, hallways, and on textbook covers. Some schools across the nation are even putting advertisements on school buses. So what types of advertising are out there in our schools? There are different categories that ads can fall into. The following categories can represent most the advertising techniques used in our schools today and give a description of how they work. Types of Advertising 1) In-school advertisements In-school ads are forms of advertising that can be found on billboards, on school buses, on scoreboards, in school hallways, in soft drink machines, or on sports uniforms. This type of advertising is also found in product coupons and in give-aways that are given to students. 2) â€Å"Exclusive rights† contracts A company gives money to schools that carry ONLY their products. Extra money can also be given if a schools’ sales exceed a certain amount(quota). 3) Corporate-sponsored educational materials and programs Sponsored educational materials include free or low-cost items which can be used for instruction. Examples of these may include; multimedia teaching kits, videotapes, software, books, posters, activity sheets, and workbooks. While some of these materials may be ad-free, others may contain advertising for the producer of the item, or they may contain biased information aimed at swaying students towards a company’s product or service. 4) Corporate-sponsored contests and incentive programs This is where students compete for prizes by selling, buying or collecting labels for a certain product. These contests and incentive programs bring brand names into the schools along with the promise of such rewards as free pizzas, cash, points towards buying educational equipment, or trips and other prizes. 5) Ads in classroom materials and programs Ads in classroom materials include any commercial messages in magazines or video programming used in school. A perfect example of this type of advertising is â€Å"Channel One†. Channel One is a 12-minute daily news show for students in grades 6 through 12 that includes two minutes of age-appropriate ads for products like jeans and soft drinks. In exchange for airing the program each day at the same time for three years, Channel One gives schools a satellite dish, a cable hookup, a television monitor for each classroom, and an agreement to service the equipment for the three years. While some state school systems had originally said ‘No’ to Channel One, the company reports to be present in some 350,000 classrooms. So what types of guidelines are set to insure that in-school advertising is done correctly and does not become overly exploited? Those who support the call for guidelines include educational groups such as the Association for Supervision and Curriculum Development, The National Parent Teacher Association, and the National Education Association. The Society of Consumer Affairs Professionals in Business(SOCAP) and Consumers International are two consumer interest groups that have formulated guidelines for sponsored materials. These guidelines suggest that†¦ † †¦ education materials should be accurate, objective, clearly written, nondiscriminatory, and noncommercial. † (Karpatkin & Holmes) In dealing with the issues of in-school commercialism, Karpatkin & Holmes suggest a three-pronged approach that includes: * Reviewing all sponsored materials and activities and holding them to the same standards as other similar items by using the SOCAP guidelines. * Pursuing noncommercial partnerships with businesses and rejecting the notion that it is ethical to bring advertising into the schools to provide materials or funds. * Begin the teaching of media literacy in elementary school, to educate children to be critical readers of advertising, propaganda, and other media messages. Groups that support advertising in schools have very strong arguments to back their case. It seems that there is a large area for investment in advertising in schools. It also appears that if handled correctly, advertising techniques in schools can lead to the raising of an overall helpful, efficient way to ‘fundraise’. Although advertising in schools may bring needed increases in funds, it is not without controversy. Many people are opposed to advertising in schools. They feel that children are being exploited for profit because big companies feel students are a captive, impressionable audience. Is there any way to balance the true goals and purposes of advertising in schools? Perhaps the best way is to have each school decide what amount and types of advertising in their schools is acceptable. And although advertising in schools seems to be a great way of obtaining funds for school activities, every school board should definitely be sure they know what they are getting into before signing any contracts with big time corporations. In-school Advertising Grace Farrell Promotional Strategy Dr. Peyton 12/02/02 Bibliography Chaika, Gloria. Education World. 1998 Education World. Consumers Union Education Services(CUES). 1990. Selling America’s Kids: Commercial Pressures on Kids of the 90’s. Yonkers, N. Y. Karpatkin, Rhoda, H. and Anita Holmes. 1995. Making schools ad-free zones. Educational Leadership 53(Sep, 1):72-76. McNeal, James U. 1990. Kids as customers. New York: Lexington Books. McNeal, James U. â€Å"Planning Priorities for Marketing to Children†. The Journal of Business Strategy. 1991. Advertising in Schools Essay Although this semester our class has discussed the different types of advertising in the marketplace, one technique that was not discussed is that of advertising in schools. This idea is a growing technique that if conducted the right way, could perhaps benefit not only corporate organizations, but also schools and students. However, there are many critics, along with parents that feel advertising in schools is a horrible idea and could only lead to harm. Many advertisers view children as a profitable three-in-one market. That is, 1) As buyers themselves 2) As influencers of their parents purchases, and 3) As a future adult customer. Every year, children have an estimated $15 billion of their own money, of which they spend $11 billion of it on products such as toys, clothes, candy and snacks. Children also influence at least $160 billion in parental purchases. Generally speaking, today’s children have more money to spend than ever before. Companies know this and find that advertising to the ‘youth of the nation’ can be beneficial and lead to future dedicated customers. Because of the increase in children’s spending power in recent decades, advertisers have closely targeted children as consumers. New advertising strategies aimed at children have been steadily growing and expanding. The toy-related program, or program length commercial (which is just like a infomercial) is developed to sell toys, and stirred public attention and debates. Along with this form of advertising, 900-number telephone services were accused of being aimed at children. In the 1980’s, children got their own TV networks, radio networks, magazines, newspapers, kids’ clothing brands, and other high-price items such as video games and other high-tech products. Other new advertising strategies include kids’ clubs, store displays directed at children, direct mailing to children, and sponsored school activities. At first glance, selling corporate sponsorship rights to pay for school activities looks like a win-win situation. Needy schools get resources they need. Companies get new marketing opportunities that can build brand loyalty. After all, advertising in schools is nothing new. Districts have long used ads from local businesses to help pay the costs of school newspapers, yearbooks, and athletic programs. Even here at CBU our athletic department sells ads for ‘Sports Media Guides’ to local institutions as well as national organizations. A growing number of companies are offering schools money for a chance to market their products directly to students. As budgets shrink, schools must find ways to get extra funding. Many schools are doing away with fund-raising and have begun to look at corporate dollars to fund just about everything. Signing contracts with these companies seems like an easy way to get the money they need. Schools need funding for in-school activities and equipment, and, in order to reduce the number of children going home to empty houses, they need to fund many after-school activities. Product advertisements can be found almost everywhere in schools. They are most frequently found in stadiums, gymnasiums, school cafeterias, hallways, and on textbook covers. Some schools across the nation are even putting advertisements on school buses. So what types of advertising are out there in our schools? There are different categories that ads can fall into. The following categories can represent most the advertising techniques used in our schools today and give a description of how they work. Types of Advertising 1) In-school advertisements In-school ads are forms of advertising that can be found on billboards, on school buses, on scoreboards, in school hallways, in soft drink machines, or on sports uniforms. This type of advertising is also found in product  coupons and in give-aways that are given to students. 2) â€Å"Exclusive rights† contracts A company gives money to schools that carry ONLY their products. Extra money can also be given if a schools’ sales exceed a certain amount(quota). 3) Corporate-sponsored educational materials and programs Sponsored educational materials include free or low-cost items which can be used for instruction. Examples of these may include; multimedia teaching kits, videotapes, software, books, posters, activity sheets, and workbooks. While some of these materials may be ad-free, others may contain advertising for the producer of the item, or they may contain biased information aimed at swaying students towards a company’s product or service. 4) Corporate-sponsored contests and incentive programs This is where students compete for prizes by selling, buying or collecting labels for a certain product. These contests and incentive programs bring brand names into the schools along with the promise of such rewards as free pizzas, cash, points towards buying educational equipment, or trips and other prizes. 5) Ads in classroom materials and programs Ads in classroom materials include any commercial messages in magazines or video programming used in school. A perfect example of this type of advertising is â€Å"Channel One†. Channel One is a 12-minute daily news show for students in grades 6 through 12 that includes two minutes of age-appropriate ads for products like jeans and soft drinks. In exchange for airing the program each day at the same time for three years, Channel One gives schools a satellite dish, a cable hookup, a television monitor for each classroom, and an agreement to service the equipment for  the three years. While some state school systems had originally said ‘No’ to Channel One, the company reports to be present in some 350,000 classrooms. So what types of guidelines are set to insure that in-school advertising is done correctly and does not become overly exploited? Those who support the call for guidelines include educational groups such as the Association for Supervision and Curriculum Development, The National Parent Teacher Association, and the National Education Association. The Society of Consumer Affairs Professionals in Business(SOCAP) and Consumers International are two consumer interest groups that have formulated guidelines for sponsored materials. These guidelines suggest that†¦ † †¦ education materials should be accurate, objective, clearly written, nondiscriminatory, and noncommercial.† (Karpatkin & Holmes) In dealing with the issues of in-school commercialism, Karpatkin & Holmes suggest a three-pronged approach that includes: * Reviewing all sponsored materials and activities and holding them to the same standards as other similar items by using the SOCAP guidelines. * Pursuing noncommercial partnerships with businesses and rejecting the notion that it is ethical to bring advertising into the schools to provide materials or funds. * Begin the teaching of media literacy in elementary school, to educate children to be critical readers of advertising, propaganda, and other media messages. Groups that support advertising in schools have very strong arguments to back their case. It seems that there is a large area for investment in advertising in schools. It also appears that if handled correctly, advertising techniques in schools can lead to the raising of an overall  helpful, efficient way to ‘fundraise’. Although advertising in schools may bring needed increases in funds, it is not without controversy. Many people are opposed to advertising in schools. They feel that children are being exploited for profit because big companies feel students are a captive, impressionable audience. Is there any way to balance the true goals and purposes of advertising in schools? Perhaps the best way is to have each school decide what amount and types of advertising in their schools is acceptable. And although advertising in schools seems to be a great way of obtaining funds for school activities, every school board should definitely be sure they know what they are getting into before signing any contracts with big time corporations. Bibliography Chaika, Gloria. Education World. 1998 Education World. Consumers Union Education Services(CUES). 1990. Selling America’s Kids: Commercial Pressures on Kids of the 90’s. Yonkers, N.Y. Karpatkin, Rhoda, H. and Anita Holmes. 1995. Making schools ad-free zones. Educational Leadership 53(Sep, 1):72-76. McNeal, James U. 1990. Kids as customers. New York: Lexington Books. McNeal, James U. â€Å"Planning Priorities for Marketing to Children†. The Journal of Business Strategy. 1991.

Company Law Essay – Cavendish University Law Lecturers Notes

DEFINITION OF COMPANY: The Companies Act Cap 110 definition section states that â€Å"company† means a company formed and registered under the Act or an existing company. The companies Act does not sufficiently define what a company is but authors have developed a definition of a company. Professor David Bakibinga in his book company law in Uganda at page 2 defines a company as an artificial legal entity separate and distinct from its members or shareholders. This legal person is distinguishable from natural personality.Natural persons are born by natural people/persons and their lives end at death, artificial persons (corporations) are created by law and their existence is ended by the law. The possession of a legal personality implies that a company is capable of enjoying rights and being subject to duties, separately from its members. As an artificial legal person, a company is capable of the following;- * It has an existence separate from that of the members and as such;- * It has its own name by which it is recognised. It can own its own property ie assets like buildings, land, bank accounts. etc * It can sue or be sued in its own name. * Even if a member or all the members die, the company will still remain in existence, in other words it has perpetual succession. * It can borrow money in its own name and use its assets as security and it will be responsible for paying back such debts.. * It can employ its own employees, including its members or shareholders. i) This principle of legal personality was first distinctly articulated in the British House of Lords Judgment in the case of Salomon Vs.Salmon & Company Limited (1897) AC 22 At the court of first instance and appeal court, it was held That therefore the company was a legal entity capable of a separate existence and liable to pay its own debts, and Salomon was not personally liable to pay the debts of the company. ii) That a company is at law a different person altogether from the subscribers although it may be that after incorporation, the business is exactly the same as was before, the same persons are the managers, and the same hands receive the profits.TYPES OF COMPANIES. Under the Companies Act, provision is made for two major types of registered Companies, which can be lawfully formed in Uganda. Principally these can be further divided into 2 broad categories. 1. Private company. 2. Public company. PRIVATE COMPANIES The Companies Act defines a private company as * A Company, which by its articles restricts the rights to transfer shares of the company. * Secondly, it limits the number of its members to 50 including past and present employees of the company who are shareholders. Thirdly, a private company prohibits any invitations to the public to subscribe for any shares or debentures of the company (investments in the company). * Here the required minimum number of members is 2 people. This position was laid down in the case of LUTAYA Vs. GANDESHA (1987) HCB 49 in which a man and his wife formed a private company and of the 1500 shares of the company, the wife held only 2 shares. This position was also stated in the case of Salomon Vs. Salomon & Co (1897) AC 22.The second person needed may not be an independent person. He could be the nominee of the first person. Where a private Company does not comply with these requirements, it loses exemptions and privileges conferred on a private company. This failure can only be remedied upon showing court that it was caused by accident or inadvertence or some other sufficient cause. Under the Companies Act, Companies in Uganda can also be further divided into: * Limited by shares * Limited by guarantee * Unlimited companies (a) A company limited by shares.This is a company where the members enjoy limited liability. This means that in case of winding up of the company if the company's assets are unable to meet the company's debts, then the members will only be liable to contribute to the debts of the com pany only such amounts as a member may not have paid for the shares they bought. i,e. , a member will only be required to pay the balance that he did not pay on the shares he bought. Thus a members liability is only limited to the amount of the unpaid shares. a) A Company limited by guarantee This is one where the liability of its members is limited to such amount as the members may have undertaken to contribute to the company's assets in the event of its winding up. This guarantee must be expressed in the memorandum of association. i. e. there must be an express statement/undertaking by the subscribers / members that the members guarantee that they will pay a specified amount of money if in the event of winding up of the company, if the company's assets are not sufficient to meet its debts. b) An unlimited company This is a company in which there is no limit on the liability of the members. This means that in the event of winding up, the members are liable to contribute money suffi cient to cover all the company’s debts without any limitations, if the company for example has debts of millions and millions of shillings, the members have to be responsible to pay all the debts and the members personal estate/property can be encroached upon to discharge the liabilities of the company. PUBLIC COMPANIESThe minimum required number for public companies is 7 and it goes up to infinity in other words there is no limit as to the maximum number of members a public company can have. A public company should be a limited liability company. Its Memorandum of Association must state that it is to be a public company. Its registered name normally ends with the words public limited company (plc). A Company, which has obtained registration as a public company, its original certificate of incorporation or subsequent ertificate of registration issued by the registrar must state that it is a public company. Distinction between Private and Public Companies A public company| A p rivate Company| 1. Minimum of 7 members. For such company to do business there must be a minimum of at least 7 members. Where the company continues to do business when the number of members has fallen below the legal minimum, then this is a ground for the winding up of the company. (Winding up is the process of putting the company’s existence to an end. ) 2.No maximum limit of members. 3. There must be a minimum of two directors 4. Cannot commence business until and unless it obtains a certificate of trading/certificate of commencement of business, in addition to a certificate of incorporation. 5. Must hold a statutory meeting between l & 3 months from the date of commencement of business. Directors are required under the law to send a statutory report to every member within 14 days to the date of the meeting. Such report must also be sent the registrar of companies. 1. Minimum of two members For such company to do business there must be a minimum of at least 2 members. Where the company continues to do business when the number of members has fallen below the legal minimum, then this is a ground for the- winding up of the company. 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 meeting is required of such companies. | HOLDING AND SUBSIDIARY COMPANIES.A subsidiary company is one that is controlled by another company called a holding company or its parent (or the parent company). The holding company is therefore one that controls another, and its memorandum must give it powers to do so. The most common way that control of a subsidiary is achieved, is through the ownership of majority shares in the subsidiary by the parent Examples include holding companies such as MTN (Uganda) is a subsidiary of MTN (South Africa), Stanbic Bank Uganda is a subsidiary of Standard Bank (South Africa FORMATION/ REGISTRATION PROCESS.A company is formed by re gistering it with the Registrar of Companies and obtaining a certificate of incorporation. The registration process goes through the following steps;- 1. RESERVATION OF THE COMPANY NAME. The promoters must choose a name of their choice and then make an application to the registrar of companies to reserve 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 â€Å"chamber of commerce† except where the nature of the company’s business so justifies it and lastly it should not suggests patronage (a connection) 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 will approve and reserve the name, the company must then register within 60 days.Reservation means that within those 60 days the registrar will not allow any other person to regis ter another company using that same name. To guard against the possibility of a negative reply from the Registrar, promoters must have in mind one or more suitable alternatives. Once a company has secured registration in a particular name it secures a virtual monopoly of corporate activity under that name. In case 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 special resolution and with the written approval of the Registrar. ‘Where the Registrar refuses to register a name without good reason, an application for an order of mandamus to compel the registrar to perform his duty and register the company can be filed in the High Court. 2. PRESENTATION OF THE REQUIRED DOCUMENTS BEFORE THE REGISTRAR FOR REGISTRATION. Within 60 days after the reservation of the name, the promoters will then present the following documents to the registrar to have their company register ed. * Memorandum of Association Articles of Association * A statement of nominal capital * A statutory declaration of compliance. * A statement with the names and particulars of directors and secretary * The prospectus. * The Memorandum of Association of the company. The memorandum of association is the most important of all the company documents because it contains the powers of the company, it describes the company and the nature of activities that the company is authorized to do or engage in. * Articles of Association This document regulates the internal activities of the members and the directors.It contains information on, management, who will be the directors of the company, who will be the managing director, secretary, appointment of the board of directors, qualifications of directors, the chairman of the board, meetings (how meetings of the company should be called and conducted), the classes and rights of shareholders, transfer of shares , borrowing powers of the company, i ts properties, control of the company finance, dividends/profits and how they should be distributed auditing of books, the company seal and how it should be used etc * Declaration of complianceThis is a statement declaring that all the necessary requirements of the Companies Act with regard to the formation of the company have been duly complied with and that the directors agree to continue complying with them. * A statement of nominal capital This is a statement which shows the capital 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 qualification 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 objects of a company and inviting the public to subscribe for shares in the company.It sets out the number of the founders/management, the share qualification of directors, names, description and addresses of directors, the shares offered to the public for subscription, property acquired by the company, 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 interested in investing in it can properly assess the risk of investment. 3. PAYMENT OF STAMP DUTY AND REGISTRATION FEES.The registrar will then assess how much duty is to be paid on registration of that company; it is sassed basing on the capital that the company is starting with, the more the capital the greater the stamp duty. Registration fees are also paid. 4. ISSUANCE OF A CERTIFICATE OF INCORPORATION. After all these requirements, a certificate of registration is issued if the Registrar is satisfied. THE MEMORANDUM & ARTICLES OF ASSOCIATION OF A COMPANY. The memorandum of AssociationThe Memorandum of Association of a company, which is required to be registered for purposes of incorporation, is regarded as the company’s most important document in the sense that it determines the powers of the company. Consequently, a company may only engage in activities and exercise powers, which have been conferred upon it expressly by the memorandum 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 â€Å"Limited† as the last word. 2. The registered office of the company is situated in Uganda. 3. The objects 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 thereof into shares of a fixed amount. In addition, the memorandum 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 indicated 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 memorandum must state that the registered office is situated in Uganda. However, 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 plot 8 industrial area Kampala. . The objects clause This sets out the principle activities the company has been incorporated to pursue. For example; trading in general merchandise, carrying on business of wholesalers and retail traders of all airtime 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 laid down in the memorandum or implied there from determine what the company can do. Consequently, any activities not expressly or impliedly authorized by the memorandum are â€Å"ultra vires† the company. The ultra vires doctrine restricts an incorporated company under the Companies Act to the purse only the objects outlined in its registered Memorandum of Association. The doctrine of ultra vires is illustrated in the case of ASHBURY RAILWAY CARRIAGE CO. LTD VS. RICH (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 prov ide him with finance for the construction of a railway in Beligium, later on the company repudiated this agreement and did not actually provide the finances, the defendant sued the company for breach of contract, the company 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 un enforceable.To evade this restrictive interpretation of the objects clause, draftsmen inserted words as â€Å"and to do all such other acts and things as the company deems incidental 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 contracts 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 company ’s objects.The Court 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 board 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 valuable when the company needed finances for its activities. The Memorandum of Association spells out the main objectives and powers of the company. However, certain 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 therefore 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 court implied powers of borrowing money and giving security for loans. Subsequent cases have also adopted this position.In NEWSTEAD (INSPECTION OF TAXES) V FROST (1978)1 WLR 441 AT PAGE 449, the court implied powers of entering 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 CO (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 times imply powers because the particular nature of the company’s 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 financial benefit from the venture. Therefore before the court implies powers it seems: * There must be some reasonable connection between the company’s objects and the power it seeks to exercise. It is not sufficient for it to merely show that it will benefit in some way by exercising 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 imply these powers in the Memorandum of Association, its better practice to expressly state them. This is only sensible because:- * The company often needs powers which the courts have not ruled that they can be implied and therefore the company can only obtain them by express provisions 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 s afer to insert them expressly in the memorandum 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 to 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 unlimited 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 company’s 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 allot 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 matters to be decided upon by the promoters and will be determined by the needs of the company and finance available. For example if a company has its initial share capital/ startup 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 affairs of the company i. e. the business of the company. They are applied and interpreted subject to the memorandum of association in that they cannot confer wider powers on the company than those st ipulated in the memorandum. Thus, where there is a conflict or divergence between the memorandum and articles, the provisions 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 Articles * The board of directors (management) 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 meetings 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 different types of meeting that the company may hold from time to time voting rights of the members, the right to receive notice and to attend and vote etc . * powers of directors * The different classes of shares and the rights attached 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 The Articles must be printed in the English language, divided into paragraphs, numbered consecutively, signed 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 special articles which totally or partially exclude table A. The advantages of statutory model articles are: * That legal drafting of special articles is reduced to a minimum since even special articles usually 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 constitution of the company and the articles are subordinate to the Memorandum of Association. It follows therefore that if there is a conflict, the Memorandum of Association prevails. In other words if there is a contradiction 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 fundamental attribute of corporate personality from which all other consequences flow is that â€Å"the corporation is a legal entity distinct from its members†. Hence it’s 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 described as an artificial person in contrast with a human being-a natural person. SALOMON Vs SALOMON & CO) Since the Salomon case, the complete 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 â€Å"persona† is liable for its debts and obligations and the members or directors cannot be held personally responsible for the company’s debts. It follows that the company’s creditors can only sue the company and not the shareholders.In in the case of Salomon V Salomon (1897), creditors o f 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 Sentamu v UCB (1983) HCB 59, it was held that individual members of the company are not liable for the company’s 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 th e 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 specific 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 company’s money and it is not enough to pay all the debts. 2. PROPERTY: An incorporated 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 enables 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 House 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 that a company can have possession 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 action to enforce its legal rights or be sued for breach 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 incorrect name is used, the case will be dismissed 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 no n 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 amend 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 applied for a warrant of arrest against a managing director of a company instead 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 party to be sued not its managing director. 5. PERPETUAL 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 eyes of the law, the company will remain in existence. If a share holder dies, his /her shares will be transmitted to th eir 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 provided by the Companies Act.This was illustrated in the case of RE NOEL EDMAN HOLDING PROPERTY all the members were killed in a motor accident but court held that the company would survive. Thus, this perpetual succession gives the certainty required in the commercial world 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 constitutes 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 perso n 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 outsider. This is essential and is in any event desirable if such a company is to retain its character of an incorporated private company. 6. BORROWING:A company can borrow money and provide security in the form of a floating charge. A floating charge is a security created over the assets of the company. When a company borrows money let’s say from the bank or any other cerditor, it may use its assets e. g. cars, bank accounts 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 recover their money.It is called a floating charge because it floats like a cloud over th e 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 course of business. 6. CAPACITY TO CONTRACT. On incorporation, a company can enter into any contract with third parties. In the case of Lee 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 ultra 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 ultra vires. The expression ultra vires means beyond powers, therefore an act or transaction that is beyond the powers of the company as stated in the objects clause of the memorandum is an ultra vires act or transa ction, such an act that is ultra vires is void and cannot be ratified 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 responsibility 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 ratify their act or omission. b) Distinction from illegality.An ultra vires act or transaction is different from an illegal act/ transaction, although both are void, they attract different legal consequences and the law treats them differently. An act of a company which is beyond its object clause is ultra vires and therefore void even if it is legal. Similarly an illegal act done by a company will be void even if it falls squarely within the objects of the compa ny. c) Importance of the doctrine. The doctrine of ultra vires was developed to protect the investors and creditors of the company.This doctrine prevents 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 their 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 fina nce 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 company 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 unanimous decision of all the members of a company. In that case, the HOL expressed the view that a company inc orporated 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. Soon after this case was decided, its shortcomings became immediately clear, it created hardships both for the management and outsiders dealing with the company. The activities of the management of the company were subjected to strict restrictions, at every step of transacting the business of the company; management was required to ascertain whether the acts which were sought to be done were covered by the object clause of its memorandum of association.The business men thought this unduly restricted the frequency and ease of business, if the act was not covered 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 de veloped 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 Parliament even if such act is not covered by the object 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 GREAT 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 slight departure and held that the doctrine of ultra vires ought to be reasonably 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 necessary to enable it carry out those objects. ) Ascertainment of the ultravires doctrine. An act is therefore intra vires (within the powers) the company 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 party for the purchasing 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 th e memorandum of the company that they could purchase furniture or hire 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 purchase 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 memor andum. f) Effect of ultra vires transactions. * Ultra 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 notice 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 faith are protected 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 directo rs 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 party 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 lender is not entitled 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; * I njunction.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 acquired under ultra vires transactions. Where the funds of the company are applied in purchasing some property, the company’s 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 validate an ultra vires act.In RE JON BEAUFORE (LONDON) supra, builders of a factory for purposes which were apparently ultra vires demanded for their money and by consent it was ordered 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 well 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 ensure 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 while 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 loss on account of breach of warranty 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 induced 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 m ade 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 objects. 4. Ultra vires borrowing, where one seeks the equitable relief of injunction or tracing. LIFTING THE VEIL 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 â€Å"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 ignore the doctrine of corporate personality especially in dealing with grou p companies and subsidiaries and where the corporate form is being used as a vehicle to perpetrate fraud or as a â€Å"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 lifting the veil and the circumstances where the court may â€Å"pierce† or â€Å"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 device of incorporation is used for some illegal or improper 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 proved 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 recogn ized 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 membership 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 company’s 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 company’s 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 exchange 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 company’s authority. S. 09 (4) (b) prohibits any officer of the company from signing or authorizing to be signed a bill of exchange on behalf of the company in which the company’s name is not mentioned in legible characters/ 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. Holding and subsidiary companies. Where companies are in a relationship 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 Compan ies 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 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 state of the company’s 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 balance sheet.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. Re ckless and Fraudulent 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 company’s debts or liabilities. 5. TaxationUnder the income tax 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. Investigation 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 compan y 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 for 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 agency 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 cor porate 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 agreed not to solicit its customers when he left employment. He then formed a company which solicited the customers. Both the company and Home were held liable for breach of the covenant not to solicit.The company that Home formed was described as a â€Å"mere cloak or sham for the purpose of enabling him to commit a breach of the covenant†. In Jones V Lipman [1962]1 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 equ ity. In Re Williams Bros Ltd. (1932) 2ch. 1, a company was insolvent 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 receiving payments of these debts, it is in general a proper inference 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 do ing so. In Daimler Co Ltd Vs Continental Tyre And Rubber Co (1916) A. C 307, a Company incorporated in England whose shares except one were held by German nationals resident in Germany brought an action during the First 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 concentrated on the control of the company’s business and where its assets lay, in determining the company’s 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 controlling i nterest. MANAGEMENT OF A COMPANY The control and management of a company is distributed among its principal officers and these include the auditors, accountants, Board 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 Meetings The shareholders have an opportunity of influencing the company's management through the company's 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 company's life and never again. The meeting is a must hold for all public companies, priva te companies are not required to hold this meeting. 2.Annual General Meeting (S. 131). Unlike 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 company’s 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 questioning them on the profit and loss accounts, on their report and on the co mpany’s 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 voting them out. Most of these things could of course be done at the extraordinary meeting but the members who want to raise these matters may not be able to insist 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 exceeding 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 discretion ( art 49 table A) to deal with urgent matters which cannot wait till the next annual general meeting. However the directors must hold such meeting irrespective of any contrary provision in the articles if holders of at least 10% of the company’s 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 defau lting 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 vote 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 w here 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 absent from the meeting because his notice had not fully disclosed 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 vote 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 company’s 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 vote 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 person 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 na me 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. It’s an 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 â€Å"any person occupying the position of a director by whatever name called† this definition includes a â€Å"de jure director