The National Security Council

The National Security Council was instituted under the aegis of the 1947 National Security Act (Public Law 235 – 61 Stat. 496; U.S.C. 402 n.d.). It was subsequently modified   by the 1949 National Security Act Amendments, which made it a component of the US President’s Executive Office (63 Stat. 579; 50 U.S.C. 401 et seq n.d.). Its primary task is to advice the President in respect of issues affecting domestic, foreign and military policies (National Security Council 2007).The chairman of the National Security Council is the President of the US. Its deliberations are customarily attended by the Vice President, the Secretaries to the departments of Defense, State and the Treasury and the National Security Affairs Assistant to the President. The Director of National Intelligence and the Joint Chiefs of Staff are the respective intelligence and military advisors to the National Security Council. In addition, the President’s Counsel, the Presidential Assistant for Economic Policy and the President’s Chief of Staff are invitees to every National Security Council meeting. Moreover, the US Attorney General’s and other senior officials’ presence is solicited in the National Security Council meetings, wherever deemed appropriate (National Security Council. The White House n.d.).The primary Presidential framework for scrutinizing matters that affect national security and foreign policy is the National Security Council. In conjunction with cabinet officials and senior advisors the President resolves such issues. Moreover, the National Security Council is the President’s cardinal agency for this purpose (National Security Council. The White House n.d.).The National Security Council’s primary members are the President, the Vice President, the Secretary of Defense and the Secretary of State. Its staff members are headed by the national security advisor and it constitutes a foreign policy formulating instrument, which is not governed by the State Department (National Security Council. In Britannica Concise Encyclopedia 2006).This council has a number of advisors and the chief amongst them are the CIA director and the Chairman of the Joint Chiefs of Staff. Its purpose has been enhanced to provide information and advice regarding foreign policy, intelligence and the military. This expansion transpired in the 1970s and prior to that its function was limited to policymaking and coordinating the efforts of the different agencies involved. Consequent to this growth, the National Security Council commenced to supervise the CIA and to indulge in clandestine intelligence operations. Its endeavors in this area, especially in the Iran – Contra Affair earned it severe opprobrium and a call for it to refrain from such overt operations (National Security Council. In The Great American History Fact-Finder 2004).The national security advisor provides crucial advice to the President regarding foreign affai rs. Some of the better known incumbents were Walt Rostow, Henry Kissinger of Shuttle Diplomacy fame, Zbigniew Brzezinski, Admiral John Poindexter and Lt-Gen Colin Powell. Kissinger was so influential with Nixon that he contrived to override the Secretary of State on several occasions (national security adviser.In The Hutchinson Unabridged Encyclopedia including Atlas 2005). National Security Council. (2004). In The Great American History Fact-Finder. Retrieved November 06, 2007, from DISPLAYURL â€Å"National Security Council.† The Great American History Fact-Finder. 2004. CredoReference. 06 November 2007 . The Great American History Fact-Finder, 2004, s.v. â€Å"National Security Council,† DISPLAYURL (accessed November 06, 2007). http://search.credoreference.com/auth/indexThus, the National Security Council supervises the CIA, and contrives, synchronizes and appraises the defense policies of the US. It was accorded enormous importance by President Eisenhower, in the c ontext of his security policy.Works Citedâ€Å"63 Stat. 579; 50 U.S.C. 401 et seq.†Ã¢â‚¬Å"National Security Council .† Microsoft ® Student 2008 [DVD]. Redmond, WA: Microsoft Corporation, 2007, 2007.National Security Council. In The Great American History Fact-Finder . 2004. http://search.credoreference.com/auth/index (accessed November 6, 2007).National Security Council. The White House. https://www.whitehouse.gov/nsc/ (accessed November 6, 2007).â€Å"Public Law 235 – 61 Stat. 496; U.S.C. 402.† The National Security Council The National Security Council was instituted under the aegis of the 1947 National Security Act (Public Law 235 – 61 Stat. 496; U.S.C. 402 n.d.). It was subsequently modified   by the 1949 National Security Act Amendments, which made it a component of the US President’s Executive Office (63 Stat. 579; 50 U.S.C. 401 et seq n.d.). Its primary task is to advice the President in respect of issues affecting domestic, foreign and military policies (National Security Council 2007).The chairman of the National Security Council is the President of the US. Its deliberations are customarily attended by the Vice President, the Secretaries to the departments of Defense, State and the Treasury and the National Security Affairs Assistant to the President. The Director of National Intelligence and the Joint Chiefs of Staff are the respective intelligence and military advisors to the National Security Council. In addition, the President’s Counsel, the Presidential Assistant for Economic Policy and the President’s Chief of Staff are invitees to every National Security Council meeting. Moreover, the US Attorney General’s and other senior officials’ presence is solicited in the National Security Council meetings, wherever deemed appropriate (National Security Council. The White House n.d.).The primary Presidential framework for scrutinizing matters that affect national security and foreign policy is the National Security Council. In conjunction with cabinet officials and senior advisors the President resolves such issues. Moreover, the National Security Council is the President’s cardinal agency for this purpose (National Security Council. The White House n.d.).The National Security Council’s primary members are the President, the Vice President, the Secretary of Defense and the Secretary of State. Its staff members are headed by the national security advisor and it constitutes a foreign policy formulating instrument, which is not governed by the State Department (National Security Council. In Britannica Concise Encyclopedia 2006).This council has a number of advisors and the chief amongst them are the CIA director and the Chairman of the Joint Chiefs of Staff. Its purpose has been enhanced to provide information and advice regarding foreign policy, intelligence and the military. This expansion transpired in the 1970s and prior to that its function was limited to policymaking and coordinating the efforts of the different agencies involved. Consequent to this growth, the National Security Council commenced to supervise the CIA and to indulge in clandestine intelligence operations. Its endeavors in this area, especially in the Iran – Contra Affair earned it severe opprobrium and a call for it to refrain from such overt operations (National Security Council. In The Great American History Fact-Finder 2004).The national security advisor provides crucial advice to the President regarding foreign affai rs. Some of the better known incumbents were Walt Rostow, Henry Kissinger of Shuttle Diplomacy fame, Zbigniew Brzezinski, Admiral John Poindexter and Lt-Gen Colin Powell. Kissinger was so influential with Nixon that he contrived to override the Secretary of State on several occasions (national security adviser. In The Hutchinson Unabridged Encyclopedia including Atlas 2005). National Security Council. (2004). In The Great American History Fact-Finder. Retrieved November 06, 2007, from DISPLAYURL â€Å"National Security Council.† The Great American History Fact-Finder. 2004. CredoReference. 06 November 2007 . The Great American History Fact-Finder, 2004, s.v. â€Å"National Security Council,† DISPLAYURL (accessed November 06, 2007). http://www.credoreference.com/entry/6601167Thus, the National Security Council supervises the CIA, and contrives, synchronizes and appraises the defense policies of the US. It was accorded enormous importance by President Eisenhower, in the context of his security policy.Works Citedâ€Å"63 Stat. 579; 50 U.S.C. 401 et seq.†national security adviser. In The Hutchinson Unabridged Encyclopedia including Atlas . 2005. http://www.credoreference.com/entry/6450391 (accessed November 06, 2007).â€Å"National Security Council .† Microsoft ® Student 2008 [DVD]. Redmond, WA: Microsoft Corporation, 2007, 2007.National Security Council. In Britannica Concise Encyclopedia . 2006. http://www.credoreference.com/entry/6710540 (accessed November 06, 2007).National Security Council. In The Great American History Fact-Finder . 2004. http://www.credoreference.com/entry/6601167 (accessed November 6, 2007).National Security Council. The White House. http://www.whitehouse.gov/nsc/ (accessed November 6, 2007).â€Å"Public Law 235 – 61 Stat. 496; U.S.C. 402.†

Porters Five Forces on Retail Industry Essay

Five forces Model 1) Suppliers power 2) Buyers Bargaining Power 3) New Potential Entrants 4) Threat of Substitutes 5) Industry Competitors STRENGTHS 1) Suppliers power A segment is unattractive if the company’s suppliers are able to raise prices or reduce quantity supplied Ss in apparels section have major brands like, Arrow, Levis, lee, Provogue, Pepe, loues Philip, Zodiac Weakness 2) Customer Buying Power The bargaining power of customer at SS can be a weakness if customer shift to substitutes.There are various other brands which could act as a substitute to SS for eg: Zodiac, Raymonds, Color plus, and Arvind Mills 3) Industry competitors  competitors like Globus, Westside and Lifestyle, Wills Lifestyles, Rpg ,Pantaloon who catered to the same segment of customers, entered the market. 4) New potential entrants Preferred Partner for Foreign Players SS is the preferred partner/retailer for foreign brands entering India. The company has already signed an agreement with UK retailer Mothercare to retail their products. The company has tied-up Estee Lauder’s MAC brand of cosmetics with one strongly performing outlet opened so far. SS has also tied up with Austin Reed for both manufacturing and retailing its brand in India. We expect many more opportunities for similar tie-ups, particularly  as the government has allowed up to 51% FDI in single brand retailing. Shoppers’ Stop has 4 division the Men’s apparels, ladies apparels, kids wear and the Non-apparels. Following is their contribution to the turnover. * Men’s 43% of sales * Women’s 18% of sales * Kids 8% of sales * Non-Apparels 31% of sales SS LOYALITY PROGRAMES SS PIONEERED INDIA’S first loyality programes They have 3 tier loyality programme 1) classic moments for entry level 2) silver edge 3) golden glow, members fall in different cateogory dependimng on theior spends with the company, they also receive reward points which they can redeem later on.

Tobacco 16th Century

Tobacco in the sixteenth century What is tobacco? The definition of tobacco is leaves of the tobacco plant dried and prepared for smoking or ingestion. For the English settlers in Chesapeake tobacco was there way of surviving. During the sixteenth century a man planted tobacco in Virginia for the first time and found it took well to the climate. Once the tobacco started growing it needed much attention and great care by hand. Workers were needed around the clock to tend to the crops. The settlers realized that tobacco could be there way to riches.The growing of tobacco not only helped the English settlers but also the English monarchy, ships men, and merchants. In 1612 John Rolfe planted seeds of tobacco plants that had been found originally in the West Indies and Venezuela. The plants grew very well and he started to experiment with methods of curing the leaf further enhancing its flavor. Rolfe sent his first shipment of tobacco to London in 1614. After this it became clear to settl ers that they could make a fortune in Virginia by growing tobacco. In 1617 the colonists made their first commercial shipment to England.When the shipments first arrived they product was hardly known but Sir Walter Releigh Helped to make tobacco smoking popular among the English. At first tobacco was sold at a very high price were only the wealthy could partake, but once the English colonist began to grow and ship an abundance of tobacco the price became much lower and tobacco was an indulgence for many. The shipping of tobacco to England saved the Jamestown settlement. Before growing tobacco they couldn’t even grow enough corn to feed themselves.Once the colonist started growing tobacco it became very clear to them that it could be the road to a fortune. The revenue coming in from exporting tobacco kept Chesapeake alive and growing. The king saw all the wealth being made and so he put a tax on importing tobacco giving him a major financial interest. In the end the exporting of tobacco provided a livelihood for many, a fortune for a few, and valuable revenue for ships men, merchants, and the English monarchy. In order to make all the tobacco they shipped to England to gain their wealth the tobacco plantations needed workers.A hired man working on tobacco plantations could make two or three times more in Virginia than in England. Most of the workers on the plantation were indentured servants. These people have their trip to Virginia paid for by someone else then pay the person back by working in the tobacco fields for four to five years. The indentured servants were mostly young, male, and had no skills in the job force. They were thrown on a field and told what to do. Growing tobacco is a very time consuming job. First the fields had to be cleared by hand.Like the Indians the colonist â€Å"clered† fields by cutting a ring of bark from each tree, this was called girdling, killing the tree. Then colonist would use heavy hoes to till the fields. Ho les were then made with sticks and the tobacco seed was placed in each hole. Once the plants matured they were cut down and thrown in a pile to wilt. After the leaves dried a little in the piles they were striped from the stock of the plant and suspended from poles in drying barns or just out in the fields. Last after the leaves were dry, they were seasoned, packed up in casks, and shipped off.During all of this work the men, women, boys, and girls from the age seven and up would smoke tobacco in order to pass the time. As farming went on the owners of the fields’ realized that the indentured servants were hard to control and would soon be free of their contract to them. They first found ways to add time to their contract but found it hard and people were living through their time served. So Between 1670 and 1700 the Chesapeake tobacco plantations discovered slavery and slowly made the transition from servant to slave fixing the problem for the moment.Just when the colonists of Chesapeake thought they would be starving and have no money for the rest of their being John Rolfe showed up and planted tobacco seeds. The seeds grow well and the colonist learned how to make money from all the hard work they were putting forth. They also found cheap ways of getting workers. Pay for an indentured servant and have them work for up to 7 or 10 years or have slave that don’t ever leave the plantation. The tobacco business thrived for everyone entangled in it.Over thirty-million pounds of tobacco was exported from Virginia to England helping make Chesapeake thrive as a colony. Bibliography The Old Dominion in the Seventeenth Century: A Documentary History of Virginia, 1606-1700 /  Edition 1by  Warren M. Billings The American Promise, A compact history, fourth edition, volume 1: to 1877, by: Roark, Johnson, Cohen, stage, Lawson, and Hartmann WWW. fcps. edu/GunstonES/gunstones/speciaLprojects/Jamestown1612. htm Gale Encyclopedia of Biography :John Rolfe

Systems Analysis and Design Case Study Example | Topics and Well Written Essays - 750 words

Systems Analysis and Design - Case Study Example This new inspiring media has the capability to help people find their true purpose, reinforce their ability to bond compassionately with others, as well as motivate them to find greater achievement in every area of their lives (Satzinger, Jackson, & Burd, 2012). The application also specializes in creating music for healing settings that deepens someone’s connection to what is most useful. It is enhanced by the influence of a musical recording. Products of contemplative media feature the sympathetic verbal messages of the worlds humanitarian and spiritual leaders. They also have those of common people facing unusual circumstances. Contemplative Media is an innovative kind in contemplative, life-attractive media. The films can give a refreshing method to decrease stress as well as restore stability to the heart, mind, and soul. By including oral wisdom from the present most celebrated voices in spirituality and self-help, these film havens offer experiences of reflective beauty and an association with what is most useful. Users will turn out to be more fulfilled by heartening their lives with music, as well as messages from the contemplative media (Satzinger, Jackson, & Burd, 2012). The media system anticipates answering the following issues: What types of occurrences can be anticipated on or after meditation? What foretells why some individuals have intricate and other pleasing experiences? Could there be some meditation practices that appear to yield more compassionate or vivid incidences than others? Are there definite classes of people that ought to use concern when meditating? If somebody experiences difficult experiences while meditating, what must they do? Interviews can occur over Skype, over the phone, or in person. It depends on where the respondents live. In the interviews, respondents will answer about their meditation interrelated experiences, factors of influence, and ways that

GRAMMAR PROJECT 3 - designing a variety of materials that focus Research Paper - 2

GRAMMAR PROJECT 3 - designing a variety of materials that focus learners' attention on and practice a specific grammar point. (passive voice) - Research Paper Example When it is our turn to communicate, the search for the right words to express our meaning can be intensely frustrating. Grammar of a language can be defined as a model, a systematic description of those linguistic abilities of the native speaker of a language, which enables him to speak and understand his language fluently. The linguistic abilities are the competence of the speaker which subsumes semantic, syntactic and phonological abilities. Language is studied as an internalized system that is the product of human mind. The ultimate goal is to exercise the nature of the internalized linguistic system which enables humans to speak and understand the native language. Grammatical terms are meant to simplify communication among specialists, to classify words and group of words in ways that make understanding grammar easier. Central to the study of grammar is grammar point, which is a term that refers to the pivotal elements of grammar. This includes Nouns, Articles, Quantifiers, Relative, clauses, Gerunds and Infinitives Passive (Azar, 2005; pp 78). The point of focus is passive voice, which is charac terized by the structure of sentence with respect to subject, object and verb relationship. Passive voice finds a lot of applications in the current communication context, hence the need for mastery. This material presents a design for of materials that focus learners attention on passive voice. In this project, sixteen students between ages 9 and 11 will be taught. The language level is intermediate since they have passed the beginners level of introduction to English vocabulary. For these children, learning English grammar will involve constructing sentences from active to passive voice. The terms involved in passivization will not only help them understand how English works but also explain the details of English grammar considering the various constituents or elements that makes up sentences in English. The prerequisite of this lesson is mastery

Edgar Allan Poe Research Paper Example | Topics and Well Written Essays - 2750 words

Edgar Allan Poe - Research Paper Example In the year 1827, two of his works ‘Oh! That my young life were a lasting dream’ and ‘Tamerlane and the Other poems’ got published. His second book ‘Al Aaraaf, Tamerlane and Minor Poems’ was published in 1829. In the year 1831 ‘Poems’ was published. He started his career as a critic and author after being appointed as an editor in 1835. As an editor his other works were ‘Burton’s Gentleman’s Magazine’ (1839-1840), ‘Graham’s Magazine’ (1841-1842), ‘Evening Mirror’ and ‘Godey’s Lady’s Book’. Poe had an obsession with madness, horror and decay that was a result of his phobia of death, and this fear loomed in most of his short stories and poems. ‘The Masque of the Red Death’, an allegory written by Edgar Allan Poe, was published in 1942. Edgar Allan Poe was known for his obsession with the elements of madness, horror, decay and death, esp ecially in his Gothic fiction. ‘The Masque of the Red Death’ is one such example. Death has been personified as Red Death, ‘red’ to symbolize blood, the ‘Avatar’ of ‘Death’. The tale depicts and conveys the message that death is an inevitable occurrence of life. No matter how much one tries to evade it, the messenger of death will surely get to the person and thus reign over all. Yet people like Prince Prospero may often take it in their ego to evade death with all possible means in their power (Poe). Yet, the hand of death is long enough to reach all mortals. A significant side of the story is the depiction of the attitudes of human being towards death and the ultimate consequence. Edgar Allan Poe’s work incorporates a blend of myth, allegory or fairy tale and themes of death, sin, madness and the doomsday. A strong vivid imagery and a haunting narrative voice – all lead to a clear insight into human nature and their condition. The imageries used here have also overlapped with his other works. The Red Death is used to personify death and here it may represent a kind of epidemic that had taken over the entire country. The ebony clock has a similar effect as the ebony bird of his poem ‘Raven’, both signifying the prophet of death – â€Å"thing of evil! - prophet still, if bird or devil!† like any allegory the story has a symbolic meaning besides the literature version (Harmon, 436). The seven rooms with different colors may signify the stages of life, the last room, being black in color symbolize death. This story can thus be read as the broader philosophical concept of life and death and the powerlessness of human beings to escape death. The courage of the prince indicates his pride and courage to fight death. He faces death upfront while Death enters the castle like a thief and quietly engulfs everyone who dared to try to escape the grasp of Red Death. The luxury and revel, the light hearted entertainments are all but a matter of moment and illusion– the only lasting reality is death. The story also demonstrates how death can prove all the arrogant people who want to escape it to be wrong. Prospero’s belief of using his wealth to keep away the plague turned out to be wrong. All the material pleasures of life shall turn into dry sand with the coming of death. Here the prince’s attitude symbolizes that of the unwise people who thinks riches can be used for self defense and can even buy death as they can buy all worldly things. They want to use money as a means of self defense as well as self indulgence. Ironically the

Fashion industry management Essay Example | Topics and Well Written Essays - 2500 words

Fashion industry management - Essay Example According to the research findings it can therefore be comprehended that the fashion industry is fast moving and extremely trendy. Working in a fashion company requires one to keep up with fashion trends and to be open about adapting with fashion services and products. An advantage in working with a fashion company is that there is no need to get tied up with a single product for a long time because it is possible to change offerings on a frequent basis. Such circumstances create the necessity to remain open about new fashions and trends. It is beneficial to establish link with fashion professionals such as models, socialites, trend setters, stylists and designers. This helps a great deal in establishing good relations with manufacturers and distributors of fashion products, but the specific relationship depends upon the kind of business that is being considered. It is important for fashion companies to organize fashion shows to attract attention to the business, in addition to hirin g publicists and event planners to make the events successful. In view of the extensive competition in the fashion industry it is better to keep finding new ways to reduce costs. Pricing policy should be adopted whereby the consumer gets value for his money. In addition to complying with these processes, one must keep a close tab on the budget as provided for in the business plans. Fashion is a wide term that includes products or markets characteristically encompassing elements of style that tend to be short lived. Fashion markets mostly exhibit certain characteristics such as short life cycles, high volatility, low predictability and high impulsive purchases. Fashion products are typically transient because they are designed for capturing the mood of people during any given period. Therefore, the period in which a fashion product is sold will mostly be ephemeral; a few months or weeks. The demand for fashion products are seldom stable and are prone to be impacted by the vagaries of weather or the actions of sports personalities or pop stars. It is extremely difficult to forecast the demand of fashion products because of the given unpredictability. Most purchase decisions for fashion products are made on impulse at the points of sale because consumers are motivated to buy the product only after seeing what varieties and items are available. The fashion industry is also known as the Rag Trade because the involvement of designer clothes and high fashion creates difficult and competitive market conditions. The business environment is characterized with constant change as fashions and trends keep coming and going. The working of a fashion company can be bifurcated into four distinct sections; retailing, wholesaling, manufacturing and designing. But all these functions complement each other, which clearly reveal that the industry is more about information than just clothing and design. In this industry, people are required to make a place for themselves in a social environment and to associate with specific social groups. It is recognized that fashion products are a means of communication and make statements about the individual wearing them, in identifying him or her with a specific group. Changing fashions demonstrate the working of a dynamic system and such changes are irregular and vary with circumstances. There are times when people in the industry experience a literal chaos in terms of the mixture of fashions that may exist at one time and then suddenly a new emergent style replaces them, thus making it imperative for the fashion company to change its strategies and goals. Under these circumstances, I realized that it is better to ignore

Write a paper about the movie The Shining Essay

Write a paper about the movie The Shining - Essay Example He resolves to speak to him in a psychological way and gives him an ice cream. The telegraphically sent pictures that glow resulted to a communication termed as â€Å"Shining.† The communication between Danny and Dick the head chef gets to a hint of a terrible happening and questions concerning room 237. The head chef declines to respond but gives a warning in relation to the room. Jack encounters rapid mental health deterioration while alone with the family. He had cryptography and irritations while the son stays wondering about the room 237 in dissolution. A scenario follows with Danny sees a ball rolling from room 237 and discovers the open door. He takes an encounter to discover what is in the room while Wendy comes from the basement at a sound of a scream. The confrontations are ending with an accusation towards Jack. The Shining’s narrative adopts a plopping sequence where the narrator flips back and forth between events in the history and future foresight events. The film has a subliminal structure that is mixed up making it difficult to unravel the chronology. This is because the film deceives the viewer with false surface narrative. It also has mark-up devices that can be used to categorize scenes into their appropriate places on the entire timeframe. This is by the use of unannounced dream sequences, cross symbolisms of characters and factual narrative. The film has a novel adaptation where the author complains loudly. Kubrick’s adaptation of the film does not make significant changes from the novel by Stephen King. The movie is scary and horrific in the same that the novel is. They have a similar setting of a hotel with a haunted past that depicts the mood that drives the film. The film was in directorial narcissism brash exercise that was not faithful to the source. The film is a classic, horror movie that holds extraordinary artistic accomplishment. It has an

Role Played by Community Programmes in Shaping Education Dissertation

Role Played by Community Programmes in Shaping Education - Dissertation Example From the report it is clear that  community programs are those programs undertaken outside the classroom that contribute to the social well-being of students. Most community programs involve both the students and members of the public, especially the society living around the school. The students play an important role of making their contribution towards making the society a better place while at the same time developing their social skills through interactions with other people from outside the precincts of the school. Community programmes in education bring together individuals from learning environments and the community in a common activity for the benefit of the society. Therefore, the context of this research is both in institutions of learning as well as in the community with which they are involved.  According to the study findings education touches on every aspect in the life of person. In that regard, it is essential to understand what it entails. Education entails tra ining of individuals to improve their academic, psychological and social development. In that case, schools and other institutions of learning strive to put together a combination of programs that would assist in the development of a complete student by the time they finish school.  This research shall employ both a quantitative and qualitative approach, based on the nature of information acquired through the research. These approach involves the unification of adequate research practices with theoretical bases in research.

Radiality as a Comprehensive Behavioral Model Essay

Radiality as a Comprehensive Behavioral Model - Essay Example The origins of the radiality as a foundational cultural model in the domain of spatial relationship may be traced to the island nation of Tonga (Bennardo 2009). Tongan language has only 3 linguistic representations of spatial relationships. This makes it a simpler study than languages with many more because correlation interpretation is reduced to fewer permutations. The concept of radiality impacts other realms of understanding within anthropology. It correlates with understandings of religious belief (Bennardo 2009). It explains theories about spatial navigation and material possessions. It also helps in our comprehension of kinship patterns. This method of interpretation contributes no less to our understanding of social relationships. It seems cognitive processes of language production and interpretation manifest in gross behavioral patterns. Methods of radiality modeling result in a broader understanding of social relationships with respect to language (Bennardo 2008). Looking for a cultural model of social relationships in Tongan, investigators collected linguistic, experimental, and social network data. They focused on the core concept of the model where 'Ofa is giving, either giving help from higher to lower or giving duty or respect from lower to higher. Surveys were formulated to study spatial linguistic correlations to cognitive beliefs. Three semi-structured interviews were used (Bennardo 2008). One was about how individuals perceive social relationships between others where participants answered questions about the existence and composition of groups in their village, their island, and country. Another was about individual personal relationships where participants answered questions about their relationships to other people in the village. Still, another was about indirect social relationships where participants told a story that occurred in their village that they thought represented village life. From 60 interviews of about 24 hours of audiovisual recordings verbal coders went to work. They conducted statistical analyses of words to uncover certain obviates. They applied methods of metaphor and keyword analysis to identify specific correlations (Bennardo 2008). Metaphor analysis included certain priorities: first to identify metaphors, second to sort them by type and identify key words, and third to locate organizational principles. Key word analysis included four words that appeared during the metaphor analyses: 'Ofa 'love'; Fatongia 'duty'; Kavenga 'lighter duty'; Faka'apa'apa 'respect.' The results of these tests yielded the following information about Tongan culture. Researchers found a number of relevant cognitive behavioral principles as a result of their statistical analysis. It seems society is hierarchical to the Tongans (Bennardo 2008). Individuals are located at different levels of the society's ladder. 'Ofa 'love' links these individuals to make them a whole. The king and elite are connected with the Divine as evident in the shininess of their bodies. This work has provided a greater understanding of language and relationships in Tongan society. How does radiality impact our understanding of social relationships It does so by providing a method of understanding for describing how language influences cognition and social behavior. Its pragmatic value is evident in its contributions to behavioral

Mental instability Essay Example for Free

Mental instability Essay Through her Noon Wine novel, Katherine Anne Porter describes 1890s Texas settings that serve to build on the novel’s theme besides causing conflict at the end. For example, the author describes Mr. Royal Earle Thompson’s farm as barely productive primarily due to Thompson’s laziness. Strangely, Thompson holds that farm work is women’ work, indicating some mental instability in him. Amid such circumstances, Olaf Eric Helton comes to Thompson looking for work which he is promptly offered. Helton’s employment at the Thompson farm soon proves to be very beneficial. The farm miraculously becomes very productive, making Thompson to highly value Helton. The farmhand however has the strange habit of always remaining quiet and playing harmonicas. The arrival of Homer T. Hatch at the farm brings conflict since he intends to take Helton away from the farm. Thompson cannot give Helton away while Hatch wants to return the worker to a madhouse from which Hilton escaped years back. This incidence, which leads to Thompson mistakenly killing Hatch, amplifies the theme that both Helton and Hatch are insane in their unique ways (Porter 25). Firstly, the almost desperate way in which the Thompsons treasure Helton due to his remarkable good work, coupled with Hatch’s attempts at recapturing Helton, lead to a deadly conflict. A hallucinatory Thompson fatally hits Hatch, thinking that Hatch is killing Helton. This incidence shows that Thompson’s liking for Helton has built up to obsessive levels, where the farmer cannot bear seeing Helton move away. Moreover, Hatch’s disclosure of Helton’s past indicates that Helton is also insane. Porter’s theme of the presence of subtle madness in characters, Helton and Thompson, is thus supported by this conflict. In conclusion, Porters, Noon Wine description of the events surrounding the Thompson farm designate both Thompson and Helton as inherently mad. In addition, Hatch’s and Thompson’s contradictory acts lead to a concluding lethal conflict. Works Cited Porter, Katherine Anne. Noon Wine. Tulsa, Oklahoma: Schumans, 1937.

Existentialism and Human Emotions Essay Example for Free

Existentialism and Human Emotions Essay I SHOULD LIKE on this occasion to defend existentialism against some charges which have been brought against it. First, it has been charged with inviting people to remain in a kind of desperate quietism because, since no solutions are possible, we should have to consider action in this world as quite impossible. We should then end up in a philosophy of contemplation; and since contemplation is a luxury, we come in the end to a bourgeois philosophy. The communists in particular have made these charges. On the other hand, we have been charged with dwelling on human degradation, with pointing up everywhere the sordid, shady, and slimy, and neglecting the gracious and beautiful, the bright side of human nature; for example, according to Mlle. Mercier, a Catholic critic, with forgetting the smile of the child. Both sides charge us with having ignored human solidarity, with considering man as an isolated being. The communists say that the main reason for this is that we take pure subjectivity, the Cartesian I think, as our starting point; in other words, the moment in which man becomes fully aware of what it means to him to be an isolated being; as a result, we are unable to return to a state of solidarity with the men who are not ourselves, a state which we can never reach in the cogito. From the Christian standpoint, we are charged with denying the reality and seriousness of human undertakings, since, if we reject Gods commandments and the eternal verities, there no longer remains anything but pure caprice, with everyone permitted to do as he pleases and incapable, from his own point of view, of condemning the points of view and acts of others. I shall today try to answer these different charges. Many people are going to be surprised at what is said here about humanism. We shall try to see in what sense it is to be understood. In any case, what can be said from the very beginning is that by existentialism we mean a doctrine which makes human life possible and, in addition, declares that every truth and every action implies a human setting and a human subjectivity. As is generally known, the basic charge against us is that we put the emphasis on the dark side of human life. Someone recently told me of a lady who, when she let slip a vulgar word in a moment of irritation, excused herself by saying, I guess Im becoming an existentialist. Consequently, existentialism is regarded as something ugly; that is why we are said to be naturalists; and if we are, it is rather surprising that in this day and age we cause so much more alarm and scandal than does naturalism, properly so called. The kind of person who can take in his stride such a novel as Zolas The Earth is disgusted as soon as he starts reading an existentialist novel; the kind of person who is resigned to the wisdom of the ages-which is pretty sad-finds us even sadder. Yet, what can be more disillusioning than saying true charity begins at home or a scoundrel will always return evil for good? We know the commonplace remarks made when this subject comes up, remarks which always add up to the same thing: we shouldnt struggle against the powers that-be; we shouldnt resist authority; we shouldnt try to rise above our station; any action which doesnt conform to authority is romantic; any effort not based on past experience is doomed to failure; experience shows that mans bent is always toward trouble, that there must be a strong hand to hold him in check, if not, there will be anarchy. There are still people who go on mumbling these melancholy old saws, the people who say, Its only human! whenever a more or less repugnant act is pointed out to them, the people who glut themselves on chansons realistes; these are the people who accuse existentialism of being too gloomy, and to such an extent that I wonder whether they are complaining about it, not for its pessimism, but much rather its optimism. Can it be that what really scares them in the doctrine I shall try to present here is that it leaves to man a possibility of choice? To answer this question, we must re-examine it on a strictly philosophical plane. What is meant by the term existentialism? Most people who use the word would be rather embarrassed if they had to explain it, since, now that the word is all the rage, even the work of a musician or painter is being called existentialist. A gossip columnist in Clartes signs himself The Existentialist, so that by this time the word has been so stretched and has taken on so broad a meaning, that it no longer means anything at all. It seems that for want of an advanced-guard doctrine ,analogous to surrealism, the kind of people who are eager for scandal and flurry turn to this philosophy which in other respects does not at all serve their purposes in this sphere. Actually, it is the least scandalous, the most austere of doctrines. It is intended strictly for specialists and philosophers. Yet it can be defined easily. What complicates matters is that there are two kinds of existentialists; first, those who are Christian. among whom I would include Jaspers and Gabriel Marcel, both Catholic; and on the other hand the atheistic exi stentialists among whom I class Heidegger, and then the French existentialists and myself. What they have in common is that they think that existence precedes essence, or, if you prefer, that subjectivity must be the starting point. Just what does that mean? Let us consider some object that is manufactured, for example, a book or a papercutter: here is an object which has been made by an artisan whose inspiration came from a concept. He referred to the concept of what a paper-cutter is and likewise to a known method of production, which is part of the concept, something which is, by and large, a routine. Thus, the paper-cutter is at once an object produced in a certain way and, on the other hand, one leaving a specific use; and one can not postulate a man who produces a paper-cutter but does not know what it is used for. Therefore, let us say that, for the paper-cutter, essence-that is, the ensemble of both the production routines and the properties which enable it to be both produced and defined-precedes existence. Thus, the presence of the paper-cutter or book in front of me is determined. Therefore, we have here a technical view of the world whereby it can be said that production precedes existence. When we conceive God as the Creator, He is generally thought of as a superior sort of artisan. Whatever doctrine we may be considering, whether one like that of Descartes or that of Leibniz, we always grant that will more or less follows understanding or, at the very least, accompanies it, and that when God creates He knows exactly what he is creating. Thus, the concept of man in the mind of God is comparable to the concept of a paper-cutter in the mind of the manufacturer, and, following certain techniques and a conception, God produces man, just as the artisan, following a definition and a technique, makes a paper-cutter. Thus, the individual man is the realization of a certain concept in the divine intelligence. In the eighteenth century, the atheism of the philosophers discarded the idea of God, but not so much for the notion that essence precedes existence. To a certain extent, this idea is found everywhere; we find it in Diderot, in Voltaire, and even in Kant. Man has a human nature; this human nature, which is the concept of the human, is found in all men, which means that each man is a particular example of a universal concept, man. In Kant, the result of this universality is that the wild-man, the natural man, as well as the bourgeois, are circumscribed by the same definition and have the same basic qualities. Thus, here too the essence of man precedes the historical existence that we find in nature. Atheistic existentialism, which I represent, is more coherent. It states that if God does not exist, there is at least one being in whom existence precedes essence, a being who exists before he can be defined by any concept, and that this being is man, or, as Heidegger says, human reality. What is meant here by saying that existence precedes essence? It means that, first of all, man exists, turns up, appears on the scene, and, only afterwards, defines himself. If man, as the existentialist conceives him, is indefinable, it is because at first he is nothing. Only afterward will he be something, and he himself will have made what he will be. Thus, there is no human nature, since there is no God to conceive it. Not only is man what he conceives himself to be, but he is also only what he wills himself to be after this thrust toward existence. Man is nothing else but what he makes of himself. Such is the first principle of existentialism. It is also what is called subjectivity, the name we are labeled with when charges are brought against us. But what do we mean by this, if not that man has a greater dignity than a stone or table? For we mean that man first exists, that is, that man first of all is the being who hurls himself toward a future and who is conscious of imagining himself as being in the future. Man is at the start a plan which is aware of itself, rather than a patch of moss, a piece of garbage, or a cauliflower nothing exists prior to this plan; there is nothing in heaven; man will be what he will have planned to be. Not what he will want to be. Because by the word will we generally mean a conscious decision, which is subsequent to what we have already made of ourselves. I may want to belong to a political party, write a book, get married; but all that is only a manifestation of an earlier, more spontaneous choice that is called will. But if existence really does precede essence, man is responsible for what he is. Thus, existentialisms first move is to make every man aware of what he is and to make the full responsibility of his existence rest on him. And when we say that a man is responsible for himself, we do not only mean that he is responsible for his own individuality, but that he is responsible for all men. The word subjectivism has two meanings, and our opponents play on the two. Subjectivism means, on the one hand, that an individual chooses and makes himself; and, on the other, that it is impossible for man to transcend human subjectivity. The second of these is the essential meaning of existentialism. When we say that man chooses his own self, we mean that every one of us does likewise; but we also mean by that that in making this choice he also chooses all men. In fact, in creating the man that we want to be, there is not a single one of our acts which does not at the same time create an image of man as we think he ought to be. To choose to be this or that is to affirm at the same time the value of what we choose, because we can never choose evil. We always choose the good, and nothing can be good for us without b eing good for all. If, on the other hand, existence precedes essence, and if we grant that we exist and fashion our image at one and the same time, the image is valid for everybody and for our whole age. Thus, our responsibility is much greater than we might have supposed, because it involves all mankind. If I am a workingman and choose to join a Christian trade-union rather than be a communist, and if by being a member I want to show that the best thing for man is resignation, that the kingdom of man is not of this world, I am not only involving my own case-I want to be resigned for everyone. As a result, my action has involved all humanity. To take a more individual matter, if I want to marry, to have children; even if this marriage depends solely on my own circumstances or passion or wish, I am involving all humanity in monogamy and not merely myself. Therefore, I am responsible for myself and for everyone else. I am creating a certain image of man of my own choosing. In choosing myself, I choose ma n.

The Resources And Capabilities Of Kodak Commerce Essay

The Resources And Capabilities Of Kodak Commerce Essay The Eastman Kodak company, otherwise known as Kodak, provides imaging products and services to the photographic markets. It was founded in 1881 by a man named George Eastman, who created the first dry plate formula which he then patented. Eastman believed that new products should be highly user friendly and should be targeted at reaching regular everyday people, making photography something everybody could do and enjoy. By 1884 Kodak had become a popular household name. George Eastmans early success was due to one of his first creations, the roll film, Eastman believed that this creation would be as convenient as the pencil. In 1888 George Eastman put the first simple camera into the hands of the world consumer with the slogan you press the button, we do the rest (Eastman, 1988). Eastman developed principles and values in order to make Kodak a success, these guiding principles and values are; low cost mass production, the importance of quality, international distribution and the belief that growth can only be achieved through continuous improvements in research and development. George Eastman also expressed Kodaks competitive philosophy as, Nothing is more important than the value of our name and the quality it stands for. We must make quality our fighting argument. (Eastman, 1988). By 1902, Eastman Kodak was producing 80 to 90 percent of the worlds Celluloid film. By the 1930s, the company operated dozens of huge, specially designed film-making machines at its Kodak Park plant. The Eastman Kodak company has continued to grow and change with technology, creating new products and processes to make photography simpler and more attractive. Today Kodak is known not only for photography but their images are used in commercial marketing across the world and the entertainment sector, enabling the use of technology, imagery and information to change how people and businesses communicate with each other. Capabilities. Organisations are not identical as they have different capabilities. If an organisation is to gain a competitive advantage, it will do so on the basis of capabilities that its rivals do not have, or have difficulty in obtaining. Strategic capability is the resources and competences of an organisation needed for it to survive and prosper. Kodak is a market leader but to become a market leader Kodak had to adapt and change with the world as new technology became increasingly superior. The biggest problem with an increase in technology was the digital age. Kodak was the market leader in pre-digital age imagery and photography which included film, photo paper and chemical development. The digital age brought the development and increase of technology to which Kodak could not compete. The Kodak Value Chain Pre-digital Age The diagram below demonstrates Kodaks strength in almost all areas of the traditional photography process. film camera video camera Image capture Processing Storage Printing Projection Retailer processing at retail stores reprints (Gavetti, 2005) To overcome this important stage in the companys life cycle Kodak had to refer back to the initial guiding principles and values George Eastman developed for the company which were low cost mass production, the importance of quality, international distribution and the belief that growth can only be achieved through continuous improvements in research and development. By using these principles and values as a guide to improve the company and push themselves into the digital age, the diagram below shows the changes that needed to be made in order for Kodak to successfully enter the new age digital market. The Kodak Value Chain Post-digital Age. At home: printers inkjet consumables, paper Online (paper) At retail stores Online (email, Internet) -digital camera Video camera Film camera Retrieval Image capture Digitalisation Storage Transmission Printing Digital Cameras software Scanner at home Kiosks at retailers Digital mini-labs Online services Hard disk Floppy disk / CD Removable storage (e.g. Memory stick) Manipulation CPU manipulation Projection *coloured box shows Kodak was only partly involved at this stage. (Gavetti, 2005) To gain a competitive advantage, organisations must reposition themselves in order to take advantage of a changing market, or in some cases hold on to their normal resource base. There are two different views, the Resource Based View (RBV), otherwise known as the inside out perspective and the Market Based View (MBV), otherwise known as the outside-in perspective. The resource based view of strategy is the competitive advantage and superior performance of an organisation which is explained by the distinctiveness of its capabilities. In 1959 Dr Edith Penrose developed the idea that firms compete on resources and not their market positioning which supports the resource based view. Another supporter of the resource based view were Prahalad and Hamel who in 1990 suggested that, resources that are valuable, rare or are in some form difficult to imitate form the core-competencies that enable an organisation to compete successfully. In 1985 Michael Porters Competitive Strategy journal suggested that firms should persistently take their environment as the starting point in order to determine an appropriate strategy, thus supporting the market based view. In 2003 Kodak decided they needed to apply the market based view as a strategy to finally revolutionize into the digital age. Kodak made many alterations and changes in order to successfully gain a share in the new market. Dynamic capabilities are an organisations abilities to renew and recreate its strategic capabilities to meet the needs of a changing environment. Dynamic capabilities may take the form major strategic moves such as acquisitions or alliances by which new skills are learned. In 2004 Kodak completed the acquisition of Scitex Digital Printing, and sold its remote sensing systems to ITT Industries. A strategic partnership was formed with Verizon Wireless. The Eastman Kodaks company also acquired voting rights in Chinon Industries, through its Japanese subsidiary. Kodak acquired the image sensor business from National Semiconductor, and also closed its plant in Australia. At the end of 2004 Kodak, Fuji Photo Film and Konica Minolta Photo Imaging formed a picture archiving Kodak and sharing standard group (to enable the preservation of digital photos and motion images on CDs, DVDs and other types of media). To address the development of the information age in cellular technology Kodak achieved an agreement with Cingular Wireless and Nokia to develop services for mobile phones with cameras. Resources. A resource is a person, asset, material or capital which can be used to accomplish a goal. Tangible resources are the physical assets of an organisation such as plant, labour and finance. Intangible resources are non-physical assets such as information, innovation and knowledge. To sustain a competitive advantage a firm must have unique resources. Kodak has many resources. When the company was founded George Eastman patented the creation of the dry plate formula, this asset was the beginning of the success of Eastman Kodak as a market leader. George Eastman was himself one of the main resources of the company; it was his ideas, innovations and creations that created the company and made it the success it is. He not only created the start of photography but he created a guide for the company, a set of principles and values for the company to follow to be successful. Kodaks company logo is a resource as Kodak was the first to integrate its name and look into a symbol with their red and yellow trade dress colour. Employees such as managers with valuable knowledge are an important resource especially managers that have been hired since the managerial re-structure who have up to date knowledge in the digital age. Of course all the other workers and employees (labour) are just as important to keep the company going, workers with the necessary skills and experience that run the company and plants in a successful and efficient manner. Kodak has a lot of equipment, some of which Kodak has had to change and has had to be updated since the change and increase in technology in the digital age. Finance is also a main resource as without it there are a lot of other resources you cannot have; finance affects the entire running of the business. Innovation is a key resource, not only was it important for the creation of the company but it is vital for the future of it. To a greater or lesser degree, innovations either enhance or destroy competencies that a firms already possesses (Utterback, pg183). An example of innovation by Kodak is the razor blade strategy that George Eastman applied at the beginning of the company. Kodak sold cameras at low prices in order to generate profit from the sales of films for the cameras. The digital age shook the Eastman Kodak company. Kodak was stuck in the past not unable but unwilling to change with the rest of the world as technology increased and advanced. Kodak had the ability to take control when the digital market emerged but chose not to because they believed nothing could be as pioneering or as popular and as the film. The beginning of the change into the digital age was in 1981, Sony launched the introduction of the first filmless digital camera called the Mavica. Films were becoming outdated and this was what Kodak needed to realise. Had Kodak taken control and made the change at the right time, Kodak would be in a completely different situation, however Kodak was too late to recognise the need for change and when they finally realised they needed to change in order to survive they were slow to react which in the end cost them the market leadership. Competencies. Competencies are the skills and abilities by which resources are deployed effectively through an organisations activities and processes. Core competencies are competencies used to achieve competitive advantage in ways that others cannot imitate or obtain. Competences are created as organisations combine humans and technology. If correlated together perfectly these competences will change over time as both knowledge and technology develops. Chandler worked and developed this theory further in both The Visible Hand (1977) and Scale and Scope (1990). The link between humans and technology can be seen within the Kodak company, for example, recently Kodak have made changes to their managerial structure which has enabled them to gain new managers with knowledge and experience in digital photography and Kodaks continuous networking strategy facilitates business opportunities with like-minded business people. An example of networking for Kodak is when George Eastman marketed the first commercial transparent roll film in 1889, the impact ranged beyond consumer and professional photography. For one thing, it enabled inventor Thomas Edison to develop the first motion picture camera in 1891, and by 1896 Kodak was marketing film specially coated f or motion picture use. Prahalad and Hamel (1990) said, Resources that are valuable, rare or are in some form difficult to imitate form the core-competencies that enable an organisation to compete successfully. The knowledge-based view creates a new competence to the organization which is the ability to create and share knowledge which gives the organization a competitive advantage. Grant believes that competencies are created from the incorporation of knowledge. However an important point has to be made, it does not matter how much valuable knowledge you have or how expensive your equipment is worth if you do not know how to use your resources efficiently. As a common rule, competency-enhancing innovations are just as likely to develop from established firms as from outsiders. Competency-destroying innovations, however, almost always come from outsiders. The necessity to develop new competencies in anticipation of future developments is an important factor of long-term business success and George Eastman seems to have recognised this requirement which is one of the reasons why Eastman is also recognised as a successful innovator. Conclusion. The Eastman Kodak company was described as, an example of repeat strategic failure it was unable to grasp the future of digital quickly enough, and even when it did so, it was implemented too slowly under a continuous change strategy and ultimately it did not fit coherently as a core competency'(Mendez,2005). It is amazing to think how Eastman became a global market leader instead of the Germans, as the Germans were the leaders in the science of optics, chemicals and design of cameras. However German products were usually expensive and produced in small numbers whereas George Eastman struck a desirable balance between cost and quality. For example, Eastman quickly replaced his original Kodak camera with his No. 1 model because the former shutter system was inherently costly to make. Eastman focused on his financial and HR on an international mass market and large-scale production. There are some similarities with Eastman Kodak and Henry Ford who incorporated the Ford Motor Company in 1903. A firm is said to have a competitive advantage when it is implementing a value creating strategy not simultaneously being implemented by any current or potential competitors. (Barney, 1992:102) When Thomas Edison asked Eastman to produce a special film for the newly invented motion picture camera, Eastman already had the competencies needed to develop it, he simply had to lengthen and strengthen his strips of film and add holes to connect the movie cameras sprocket. The importance in the development of new competencies in anticipation of future developments is a vital factor of long-term business success. All of George Eastmans early attempts at colour photography failed, and these failures encouraged him to establish RD in the Eastman Kodak Research Laboratory. The idea of competency is essential to the survival of all firms as they encounter change. During the time it took for the transformation of the Eastman Kodak company to transform into the market leader it is, many other successful companies disappeared in a time of technological change. The capabilities, competencies and resources of a company are the key factors that give a company the competitive advantages to enable them to be successful and gain market share. This has been apparent throughout the research taken on the Eastman Kodak company. However even with these capabilities, competencies and resources, no matter if you are a market leader or a small company barely breaking-even, if you do not use these competitive advantages efficiently and do not recognise the need for change your company is going to suffer just as the Eastman Kodak company did. Word count: 2,281

How much is too much? :: Essays Papers

How much is too much? The founders of our country were all successful individuals who believed in the rights of an individual to succeed or fail on his own. Their experience with the British government convinced them that the less involvement by the government in economic affairs the better. These beliefs were central to the idea of liberal capitalism: that in a capitalist society, in order for everyone to enjoy economic opportunity, it was necessary for the government not to meddle in the nation's economy. As Americans we cling to a belief that if we just work a little harder, that if we sacrifice a little today, then tomorrow we will reap the benefits of our labors. Of course, history tells us that when big business and special interest groups dominate an economy by political influence, individual effort may not always equate to equal opportunity. There may be times when government intervention is necessary - but how much intervention by the government is necessary has always posed a problem. As American business became increasingly industrialized, living conditions for workers became worse and eventually a consensus developed under the "progressives," an umbrella term for different groups who saw the application of efficient business practices as a way to cure societal problems. Key to this belief was the idea that only government had the recourses to accomplish this. This steadily growing belief throughout the late 1800s and early 1900s would finally be put to the test 1929. After World War I, government non-intervention in the economy led to rampant speculation and borrowing. Many people borrowed money to invest in a stock market that only seemed to know how to go up. Unbeknownst to most Americans, bad economic decisions were being made by both businesses and the government's own economists. Decisions that would have terrible consequences on October 29, 1929, when the stock markets collapsed. President Herbert Hoover, a staunch believer in the Liberal conservative principle of non-government interference refused to intervene. Like most business-oriented people of the time, he believed that economies went through cycles of expansion and recession. He felt that this period of recession should be allowed to take its course Norton 473). As the economy continued to worsen, Americans elected into office a new President who offered to use the power of the government to do something about the economy. As the Progressives believed earlier, Franklin Roosevelt felt that only the federal government had the ability to marshal resources on a national level to stimulate the economy.

Japanese Business Etiquette Essay -- Japan Traditions Culture Business

Japanese Business Etiquette Content: I.  Ã‚  Ã‚  Ã‚  Ã‚  Introduction II.  Ã‚  Ã‚  Ã‚  Ã‚  History a.  Ã‚  Ã‚  Ã‚  Ã‚  What is the country ¡Ã‚ ¦s political tradition? b.  Ã‚  Ã‚  Ã‚  Ã‚  Is there a dictatorship or other form of the government which means that the government will be closely involved in your efforts? c.  Ã‚  Ã‚  Ã‚  Ã‚  Is there a history of colonization or occupation by another state? d.  Ã‚  Ã‚  Ã‚  Ã‚  Are there any tensions with neighbors? e.  Ã‚  Ã‚  Ã‚  Ã‚  Is the country secular or not? f.  Ã‚  Ã‚  Ã‚  Ã‚  Religion? III.  Ã‚  Ã‚  Ã‚  Ã‚  Concepts for doing business a.  Ã‚  Ã‚  Ã‚  Ã‚  How does this culture see time? b.  Ã‚  Ã‚  Ã‚  Ã‚  How does this culture gather information? c.  Ã‚  Ã‚  Ã‚  Ã‚  How does this culture fit into the other models presented in class? d.  Ã‚  Ã‚  Ã‚  Ã‚  What are the important values in this culture; is there understanding of these values the same as yours? e.  Ã‚  Ã‚  Ã‚  Ã‚  How do hierarchies and negotiation styles fit in? f.  Ã‚  Ã‚  Ã‚  Ã‚  Is bribery an issue? IV.  Ã‚  Ã‚  Ã‚  Ã‚  Social Situation a.  Ã‚  Ã‚  Ã‚  Ã‚  Are there any particular manners or etiquette tips that are very important? b.  Ã‚  Ã‚  Ã‚  Ã‚  Is there a place for humor, small talk, etc.? c.  Ã‚  Ã‚  Ã‚  Ã‚  Are there particularities about food and drink? d.  Ã‚  Ã‚  Ã‚  Ã‚  Are there particularities about dress, body contact? V.  Ã‚  Ã‚  Ã‚  Ã‚  Conclusion VI.  Ã‚  Ã‚  Ã‚  Ã‚  References a.  Ã‚  Ã‚  Ã‚  Ã‚  History b.  Ã‚  Ã‚  Ã‚  Ã‚  Concepts for doing business c.  Ã‚  Ã‚  Ã‚  Ã‚  Social situations I. Introduction Our German company is planning a joint venture in Japan. For the reason that this is the first international venture of the company in its thirty year reason, we will send you, a delegation of men and women from our company, for a week-long trip to Japan for a first meeting with our counterparts. There are several factors which we tried to cover while for you in order to make your stay as successful as possible: „ «Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  history „ «Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  what factors might pose problems for Germans „ «Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  how Germans can avoid offending the locals „ «Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  how Germans can avoid culture shock „ «Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  critical points to remember for the initial meetings We tried to collect all these information in order to smooth your way in the Japanese business world. We hope that this report will help you to find the way through the new culture you will soon have to handle. II. History a.  Ã‚  Ã‚  Ã‚  Ã‚  What is the country ¡Ã‚ ¦s political tradition? Japan is academically considered a constitutional monarchy with a bicameral parliament, the Kokkai or Diet. A constitutional monarchy is a form of government which represents a compromise between tho... ...r for the initial meetings Hopefully, we could contribute to your upcoming business relationship and could help you answering all your questions and help to take away your anxiety. Even though we know that Japanese culture totally differs from our German culture, we have faith in you. We think that you will smooth our way for upcoming transactions and relationships. V. References a.  Ã‚  Ã‚  Ã‚  Ã‚  History „ «Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  www.japan-guide.html „ «Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  www.fact-index.com „ «Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  www.mapzones.com „ «Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  www.dal.ca „ «Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  http://www.nationmaster.com/encyclopedia/Foreign-relations-of-Japan „ «Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  http://www.nationmaster.com/encyclopedia/History-of-Japan „ «Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  www.japan-tipp.de „ «Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  www.oldbookroom.com b.  Ã‚  Ã‚  Ã‚  Ã‚  Concepts for doing business „ «Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  http://www.venturejapan.com/japan-business-culture-meeting.htm „ «Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  http://www.rieti.go.jp/en/rieti_report/012.html, „ «Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  www.kellogg.northwestern.edu c.  Ã‚  Ã‚  Ã‚  Ã‚  Social situations „ «Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  http://www.geocities.com/japanfaq/FAQ-Manners.html „ «Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  http://gojapan.about.com/cs/etiquetteinjapan/a/bowing.htm „ «Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  http://www.cyborlink.com/besite/japan.htm „ «Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  http://www.escapeartist.com/efam27/japan.html „ «Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  http://www.japan-guide.com

The Egyptian Culture Reflected in Worship Essay -- Egypt

The Egyptian Culture Reflected in Worship Much of our knowledge about ancient Egyptian culture is based on elaborate worship rituals related to death and the afterlife. Egyptians were devoted to their gods and to their pharaohs who were gods on earth, as demonstrated by their willingness to build the pyramids for the safe passage of their leaders into the afterlife. Understanding the development of Egyptian society and their theological system requires a basic knowledge of the geography of the area. The Nile River Valley and Nile Delta, circa 4000-5000 BCE, was comprised of about 12,000 square miles of arable land. The villages and towns of ancient Egypt were found up and down the length of the Nile with most of the population living below the First Cataract (located approximately at present day Aswan). The Egyptians were accomplished farmers. They knew the Nile would flood each year and bring new life and abundant grain. The Nile's flooding was predictable and left rich new deposits of silt for new crops, making irrigation easy to plan. A basin irrigation system allowed the flood waters to flow gently into each field, cleansing and renewing the earth each year. The virtual isolation of the Nile Valley allowed Egyptian civilization to develop unthreatened by its neighbors. The Mediterranean Sea lay to the north, vast deserts were found to the east and west, and dense jungle lay to the south. An invader would have to be quite determined to brave the elements that protected the Nile Valley civilization. Since Egyptian civilization was a product, in many ways, of the natural forces that surrounded its people, the people looked to nature to explain the unexplainable. Egyptian gods were depicted as wise, caring, predicta... ...ring the shadow land that was the double of the Nile Delta. No famine or sorrows bothered him in this blessed afterlife. If his heart weighed too heavy, he would be thrown to the animal gods who tear him to shreds. The hieroglyphs left by the priests of ancient Egypt were meant to provide the dead with a guide to the afterlife, to instruct the Ka what it should do in every test as it navigated the after world. Those same hieroglyphs have done much more. They have provided present day scholars with an amazing record of a culture that existed thousands of years ago and some insight into the minds of the people who lived in that culture. Through those ancient writings we have come to know how the ancient Egyptians worshiped, how they viewed their leaders, how they thought they should relate to one another, and how they viewed their role in this life and the next one.

Peer’s paper on Health Care Provider and Faith Diversity Essay

Please find attached Rima’s paper. Here are the assignment instructions for the peer review: â€Å"Your instructor will assign and send you a peer’s paper on Health Care Provider and Faith Diversity. Your job is to critically read the assignment and make corrections/comments using track changes and comments in Microsoft Word. Be sure to assess the paper using the following criteria: 1. Does the paper provide sufficient evidence for its hypothesis or claim? 2. Does the flow of the paper and sentence structure make sense? 3. Should it be organized in a different manner? 4. Are all the items listed in the assignment guidelines and rubric covered and in sufficient depth? This assignment uses a grading rubric. Instructors will be using the rubric to grade the assignment; therefore, students should review the rubric prior to beginning the assignment to become familiar with the assignment criteria and expectations for successful completion of the assignment.† Please submit your completed peer review assignment similar to your submission of previous essays, rather than replying here in the Individual Forum. â€Æ' The purpose of this paper is to identify and elaborate the characteristics of a healing environment, challenges and barriers associated in instituting the atmosphere for effective patient outcomes that will not only treat the patient illness but to help the patients to heal as a whole and biblical passage that support the concept of healing hospital from a nursing perspective. According to Florence Nightingale nurse’s role is to provide external environment and fosters internal environment necessary to heal the patients. We as nurses can manage the health and wellbeing of our patients and their families by providing them high quality, kindhearted care that will collaborate with care of the body, mind and spirit which in turn results in effective patient healing. Benefits  acquired from creating a healing environment has led many hospitals to integrate features that will help lessen stress associated with the illness and promote healing for patient and the family. Healing is not curing an illness by treating the symptoms, eradicating disease or following treatment plan as, a lot of time you are cured but not healed. An example that describe this concept is a person with a chronic illness such as cancer, is peaceful despite of her illness, loss of function rather than grieving for her illness and angry as she has healed from cancer. Healthy healing environment is meant to promote harmony of mind, body and spirit by providing a patient centered care that fulfills the spiritual, social and physical needs of patients. This idea of healing hospital will lower the cost of healthcare, by focusing on specific needs of the patients and create a better healing environment by reducing stressors in the hospitals which be later described in the paper. We as nurses play an important role in addressing the spiritual needs of our patients and incorporating this spiritual needs in plan of care will help facilitates the coping mechanism in our patients. Here in this Paper we are going to discuss about Mercy Gilbert Medical centre which is one of the famous healing hospital which has three key components that facilitates healing that is related to spirituality. Three key parts of this healing atmosphere are as follows: 1) A healing physical environment which includes implementing measures to keep the environment quiet to promote peaceful sleep that help in faster recovery by reducing the sources of noise such as eliminating over head paging or only in time of emergencies by carrying wireless for direct connection, soundproofing with sound absorbing ceiling, avoiding loud cleaning machines rolling down long hallways or replacing patient care areas with carpets and installing silencer to cleaning machine prevent noise created by it (Ebers t, 2008). Prevention of stressors such as noise, glare and poor air quality are shown to have increases patient blood pressure, heart rate and reduce oxygen levels due to environmental concerns. 2) The Integration of appropriate work design and technology plays an important part in enhancing the process of healing such as thoughtful layout that makes easier for frail patients to move around independently, Private patient rooms with larger space for storage of supplies, computer for charting, sink for hand washing, amenities that make it easier for family member to stay overnight. Also it  could reduce risk of infections, provides patient privacy and prevents any disturbances, promote peaceful sleep and caregivers can discuss private matters more freely without hesitating and maintains patient dignity which for some patients may be very stressful (Eberst, 2008). It allows portable equipments to easily move in and out from these rooms and patient does not needs to be transferred to any other room for x rays or procedures while maintaining privacy etc. use of colors, images and appropriate signs to help patient and family find their destination. Separate elevators were designed for patient transfers providing privacy and safety. Patients at this hospital were getting the benefits of most recent digital technology in specialty testing areas which help to get quick results rather than waiting for long hours and creating a stressful situation for patient and family. Primary care providers were able to access results from their personal device at any place which make it easier and convenient to make decision and planning treatment. Hospital designs and interior should be planned in the way that it allows natural light through large windows from where they can get more sunlight which can be helpful to lessen depression; fresh air by helping them to get engage with scenery can extensively reduce their tension, irritation and promote enjoyable thoughts. Skylight system provides in room entertainment such as comedy channel, healing music which promotes laughter therapy and healing. Patients were provided with education specific to their needs as well as patient satisfaction survey which helps staff to improve the patient care. Instituting advance technology with caring environment that delivers highly qualified, loving and patient centered compassionate care has helped this hospital to achieve effective patient healing (Eberst, 2008). 3) A culture of Radical Loving Care at Mercy Gilbert medical centre offers kindhearted care that enhance faster recovery of patients through a holistic approach that not only meets patients bodily needs but also their emotional and religious needs. They hire their employees not only on the basis of the skills but they look for those that consider the work as their passion, rather than just a profession, always willing to help people and go an extra mile for fulfilling their needs. They make sure that every encounter with the patients and families by the staff members is a sacred encounter. Touch Pads outside each patient room encourage the person entering patient rooms to reflect on their role that  can help patient in healing. All this efforts in providing compassionate care helped the patients, families, caregivers and the staff to make the stressful time into a peaceful situation (Eberst, 2008). Some of the barriers that prevent nurses or healthcare team to provide healing environment are as follows: As we all might be familiar with the fact that due to crisis in the health care field, many of the health care organization are working short staffed which means higher nurse patient ratio that results in burnouts and less attention and time spent with patients that they deserve to talk to their nurses regarding their health and concerns, physicians are encouraged to see more patients per day that can shorter interaction between physician and patient and it changes the way they were served (Dunn, 2010). Addressing the spiritual needs of the patient is very difficult especially when you are running out of time due to heavy workload and making sure that every patient is medicated and every task that needs to be fulfilled for the assigned patients is completed can be a barrier in creating a healthy and healing environment. Other possible barriers could be noisy environment due to loud intercoms, overhead pagers, disturbances from transferring patients from one place to another, cleaning machines can interrupt patient sleep which is important for early healing, Medical errors due to stress from all day noise and distractions, failing to address cultural, and spiritual needs due to language barriers can prevent from creating optimal healing environment (Dunn, 2010). The biblical passage that supports the concepts of healing hospital is â€Å"Behold, I will bring it health and cure, and I will cure them, and will reveal unto them the abundance of peace and truth† by Jeremiah 33:6 of King James Version which is describing the aim of a therapeutic hospital that is not only to cure the disease process or the symptoms but along with curing they are encouraging their staff members to address and fulfill the patients emotional and spiritual needs to heal them with compassionate, loving care, as we are aw are of the fact that a lot of times patients are cured but not healed due to lack of addressing their spiritual wellbeing. Healing hospital focuses on treating the patients physically, emotionally and spiritually to provide them peace, comfort and security. Positive experiences among all the members of health care team in providing holistic patient care will result in harmonious work environment, patient satisfaction, improved patient outcomes as well as help  caregivers in identifying the importance of their hard work and dedication towards saving peoples life and help them regain peace, comfort and happiness which is a necessary concept in creating healing environment. References: Dunn, L. (2010). CREATING HEALING ENVIRONMENTS: A CHALLENGE FOR NURSING. Online Journal Of Rural Nursing & Health Care, 10(2), 3-4. Eberst, L. (2008). Arizona medical center shows how to be a ‘healing hospital’. Health Progress, 89(2), 77-79. Retrieved from http://search.proquest.com/docview/274635012?accountid=7374 40.0 %Comprehension of concepts of a Healing Hospital Reveals inaccurate comprehension of material and lacks the ability to apply information. Displays a lack of comprehension but attempts to apply information. Presentation of material does not meet minimal requirements of the assignment. Demonstrates no critical thinking aspects. Exhibits comprehension of the material and attempts to integrate it with outside material. Information represents basic thought and formulation of Healing Hospital concepts, values, and practices. Demonstrates integrative comprehension. Student exhibits thorough and thoughtful processing of material. Evidentiary support is creatively interwoven and presented in a  manner that supports the writer?s position and perspective on Healing Hospital concepts and patterns. Demonstrates integrative comprehension and thoughtful application of concepts surrounding the Healing Hospital and circumstances involving application in real world situations. Presentation of material and components include expanded and unique perspective relative to Healing Hospital patterns and value.48.00/48 30.0 %Coverage of subject matter. Subject matter is absent, inappropriate, and/or irrelevant. There is weak, marginal coverage of subject matter with large gaps in presentation. All subject matter is covered in minimal quantity and quality. Comprehensive coverage of subject matter is evident. Coverage extends beyond what is needed to support subject matter.30.60/36 20.0 % Organization and Effectiveness 7.0 %Thesis Development and Purpose Paper lacks any discernible overall purpose or organizing thesis and/or main claim. Thesis and/or main claim are insufficiently developed and/or vague; purpose is not clear. Thesis and/or main claim are apparent and appropriate to purpose. Thesis and/or main claim are clear and forecast the development of the paper. It is descriptive and reflective of the arguments and appropriate to the purpose. Thesis and/or main claim are comprehensive. The essence of the paper is contained within the thesis. Thesis statement makes the purpose of the paper clear.7.14/8.4 8.0 %Argument Logic and Construction Statement of purpose is not justified by the conclusion. The conclusion does not support the thesis and/or main claim made. Argument is incoherent and uses noncredible sources. Sufficient justification of thesis and/or main claims is lacking. Argument lacks consistent unity. There are obvious flaws in the logic. Some sources have questionable credibility. Argument is orderly, but may have a few inconsistencies. The argument presents minimal justification of thesis and/or main claims. Argument logically, but not thoroughly, supports the purpose. Sources used are credible. Introduction and conclusion bracket the thesis. Argument shows logical progression. Techniques of argumentation are evident. There is a smooth progression of thesis and/or main claims from introduction to conclusion. Most sources are authoritative. Clear and convincing argument presents a persuasive thesis and/or main claim in a distinctive and compelling manner. All sources are authoritative.8.16/9.6  5.0 %Mechanics of Writing (includes spelling, punctuation, grammar, language use) Surface errors are pervasive enough that they impede communication of the meaning. Inappropriate word choice and/or sentence construction are used. Frequent and repetitive mechanical errors distract the reader. Inconsistencies in language choice (register); sentence structure, and/or word choice are present. Some mechanical errors or typos are present, but are not overly distracting to the reader. Correct sentence structure and audience-appropriate language are used. Prose is largely free of mechanical errors, although a few may be present. A variety of sentence structures and effective figures of speech are used. Writer is clearly in command of standard, written, academic English.5.10/6 10.0 %Format 5.0 %Paper Format (Use of appropriate style for the major and assignment) Template is not used appropriately, or documentation format is rarely followed correctly. Appropriate template is used, but some elements are missing or mistaken. A lack of control with formatting is apparent. Appropriate template is used. Formatting is correct, although some minor errors may be present. Appropriate template is fully used. There are virtually no errors in formatting style. All format elements are correct.5.10/6 5.0 %Research Citations (In-text citations for paraphrasing and direct quotes, and reference page listing and formatting, as appropriate to assignment and style) No reference page is included. No citations are used. Reference page is present. Citations are inconsistently used. Reference page is included and lists sources used in the paper. Sources are appropriately documented, although some errors may be present. Reference page is present and fully inclusive of all cited sources. Documentation is appropriate and citation style is usually correct. In-text citations and a reference page are complete and correct. The documentation of cited sources is free of error.5.10/6 100 %Total Weightage 109.20/120

Library System Documentation Essay

A. Introduction A computer plays a vital role in our life and in our society. Business and some government agencies have long been using computer-based system. In schools and private office computer plays a vital role in their advancement and development. With the emergence of computer technology. Efficiency and accuracy were achieved. Even with the emergence of this technology, there are still many establishments today which still are used manual system in their operations. With the problems being encountered, such as inaccurate results and workloads, computers will of great help. Through an automated system, problems will be lessened with ease accuracy and efficiency. The Library, being the focal point for academic in college and university campuses plays a vital role in the academic development of the students and faculty alike. It has the basic function of aiding the parent institution in carrying-out its objectives by acquiring and making the books, materials and services available when needed. With the rapid and advancement in computer technology. Traditional library function is now being updated using current technology concepts. Libraries are now faced with the challenge of providing effective access to the rapidly growing resources in electronic form. B.Problem Statement Mabini Educational Institution Library faces the following problems: * Manual in locating and knowing the availability of the books. * Manual in knowing the list of employee * Less efficient and Time consuming. * Unmanageable record and list of books. * The Library clerk has delayed response to the inquiry. * The librarian needs enough time to track down the borrowed book. C.Objective The objective of the study is to propose a computerized library system as well as a system design that could be used by MABINI EDUCATIONAL INSTITUTION. D.Hypothesis The system will not be able to provide and develop a computerized library system. It will not be able to increase security in terms of record keeping.The system will not to be able to easily track down number of available books. The system will not be able to save time in updating book records. E.Significance of the Study The study can help lessen problems that are presently encountered by the said school. For the school (& the people behind the management of the library system particularly the librarian), this would help in minimizing the loss of book records being encountered in the existing library. Creating reports would be easier for the librarian. For the student and teachers, this would save time in verifying whether the books is available or not. For the researchers to enhance and likewise develop their skills and talents in analyzing system needs designing a computerized system and as a programmer developing a software. This study will also serve a reference for the future researches who will conduct a similar study. F.Scope and Delimitation The study entitled â€Å"Computerized Library System of MABINI EDUCATIONAL INSTUITUTION† focuses mainly in the transaction of arrival of books, borrowing of books, returned books and the overdue. It will also include the monitoring of books and generating of books records. The system would have information about the student and the books they borrowed or returned. Details about the book would also be included in the system such as call number, title, author, and the accession number. The system would have monitor of the book with a penalty. The system will only limit its study in the MEI balele branch. The Proposed system does not include the catalogue system, borrowing other materials such as thesis, manuscript, newspaper, magazines and etc. because of time constraint. CHAPTER 2 A.REVIEW OF RELATED STUDIES Local Studies Wilson Banga and Connie Kou, made an information system. The study eliminates the present problems and procedures and efficient and reliable result. The study includes all records from first year to fourth yea, the alumni record and the personal record applicable to registrar’s office. Maria Teresa Lumban (2000) made a library system. The Proposed library system for Lipa City National Library was made to prove that computer could be useful in solving problems arising from the increasing demand of library users. It is a window database that runs through Windows 98 operating system. The system uses peer-to-peer networking and is set-up on star topology. Billy Dimaculangan (2000), made a library system. The system shows the computerized library system of Mabini Academy High school Department and used the peer-to-peer networking in windows 98. Elmer Tanyo (2000), made a automated card catalogue system. Just like an ordinary manual catalogue system, libraries have option to delete, add, record in card catalogue order to update the catalogue. The software also has the option to reserve our borrow book. Julius Luna (2001), made a library system. The proposed system consists of two major components card cataloging and users-monitoring system. The card cataloging system serves information on book acquisitions and call number. It is capable of accessing the location of individual’s volumes. Foreign Studies According to Charles Deavor (1991), the automated card catalogue for library is open to access the shelves and the facility to borrow means that much of use modern library is at the free choice of reader, scholars and scientist continue to emphasize the value of browsing among shelves of well-arranged library. Eileen Merith (1992), made library system. The system was develop through HTML, and Java the Galileo project will create standard friendly user computerized community information system. Thus computerized information system consolidate social service, health, care, training, and job information in an interface that average citizens and system participants can use. They also have the information that enrollment system tax a completed introductory program application from the community service. Robert Kingsley (1995), made an inquiry system. The system was developing through Java and HTML. The system aims to provide convenient and comprehensive advantages, their effectiveness revolved around the availability of machine information, specially two types of machine readable information one indentifying the browser and the other indentifying the items to b changed. CHAPTER 3 A.Theoretical Framework B.Conceptual Framework C.Methodology This Computerized Library System is recommended to Mabini Educational Institution High school. This Computerized Library System is design to help those MEI student, teachers, other Personnel , and other concerned people so many persons will be benefited . For the school, it will help to have a secure assurance of borrowing books from the library and can easily detect the borrowed books. For the librarian, do not need to consume or use up more time to handle of manage data and to produce a report on library manually. The personnel can organized and find the book easily. For the student, it will borrow book in much easier way. It does not have to fill up again the library card, a computerized library system is much better than the present library system which is in manual form. The System is not intended to changes all the principle details and methods of borrowing books from the library but rather to improve it in much accurate and reliable form .

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