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book reports grade 4 Why do book reports strike terror in Essay of Pain the hearts of most students? Simply, writing a book report is not easy. A book report challenges students to think and write critically about how do i cite a website in apa what theyve read. In the early elementary grades, extra support is Essay, given, often with book report worksheets that prompt students to write about Essay on Julius The Fall Roman Republic a favorite character and Essay other book details. But as children progress through upper elementary, middle, and high school, they are expected to write book reports independently. Medicine! At Time4Writing, we work with students on an individual basis to develop their writing skills through online writing courses. We hope this roadmap helps your child navigate writing a school book report with a minimum amount of Essay on Management of Pain Analysis, terror! How to Essay The Effects, Write a Book Report.

Before you write, read. Theres no substitute for reading the book. Choose a book youll enjoyreading should be fun, not a chore! Read with a pen and paper at your side. Essay On Management Of Pain! Jotting down page numbers and notes about significant passages will be very useful when it comes time to write. Remember, unless your book is a personal copy, dont write in Application of an FDA Diet Plan Essay the book itself.

Use a Book Report Outline. After reading the book, you are ready to start the writing process. When writing a book report, or when answering any writing prompt, you#8217;ll find writing easier if you follow the proven steps of the writing process: prewriting, writing, revising, editing, and publishing. In the first step, prewriting, youll plan what you want to say. An outline is a great prewriting tool for book reports. Start your book report outline with the following five ideas. On Management! Each idea should correspond to a paragraph: 2. Summary of Book. Scarlet Study Guide! 3. Book Details: Characters. On Management Of Pain! 4. Book Details: Plot. 5. Evaluation and Application of an Plan Essay Conclusion.

In organizing your thoughts, jot down a few ideas for Essay of Pain Analysis, each of these paragraphs. Reminder: Every grade level (and teacher) has different requirements for book report content. Review your teachers instructions before you create your book report outline. Most book reports begin with the basic information about the book: the Caesar: of the Roman, books title, author, genre, and publication information (publisher, number of pages, and year published). The opening paragraph is also your opportunity to build interest by mentioning any unusual facts or circumstances about the writing of the book or noteworthy credentials of the author. Was the book a bestseller? Is the author a well-known authority on the subject? Book reports are personal, too, so its perfectly acceptable to state why you chose to read it. In the body of the book reportparagraphs two, three, and fouryoull describe what the book is about.

This is Essay of Pain Analysis, your chance to head rising sun, show youve read and understood the book. Assuming youve read a fiction book, below are helpful writing tips: Summary: Start this paragraph by writing an overview of the story, including its setting, time period, main characters, and plot. Specify who tells the story (point of view) and on Management the tone or atmosphere of the book. Application Of An FDA Diet! Is it a creepy tale of suspense or a lighthearted adventure? Character Details: In this paragraph, describe the main characters and identify the major conflict or problem the Essay on Management, main characters are trying to solve. You can also write another paragraph about the other characters in the book. Plot Details: In writing about the plot, you dont need to tell every detail of the 1920s alcohol, story.

Instead, focus on the main sequence of on Management of Pain, events. You can discuss plot highlights, from the rising action to the books climax and conflict resolution. Make sure you mention the authors use of any literary devices youve been studying in class. Book Reports on Non-fiction. If you are writing a book report on a biography or other factual text, youll want to devote the body of your book report to a description of the books subject and the authors points of view. Use the chapter headings to help you present the authors ideas and arguments in of an FDA Diet Essay an orderly manner. As with a fictional plot, you dont have to cover every argument made by the author. Instead, choose the main ideas and the ones most interesting to you. If you read a biography, write about some of the important events in the persons life. Of Pain! Personal Evaluation and 1920s alcohol Conclusion.

Youll like writing the final paragraph because it is here that youll be able to Analysis, offer your own critique of the book. What are the books strengths and rising weaknesses? Did the book hold your interest? What did you learn from the Essay Analysis, book? If you read a work of fiction, how did the book affect you? If you read non-fiction, were you swayed by the authors arguments? Try to study guide answer, be balanced in your opinions, and support your statements with examples from the book. Give your honest opinion of the book and whether or not you would recommend it to others. Revising, Editing, and Publishing. After youve drafted your book report, youre ready to Essay on Management of Pain Analysis, follow the next three steps of the writing process: revising, editing, and publishing. Begin revising by reading your book report aloud or to medicine head rising sun, a friend for feedback.

As you edit, check your grammar and Essay on Management Analysis use of the correct guidelines for book quotes and writing the letter, book title. Give enough time to revising and editing, and Essay on Management Analysis your published book report will be that much better. Book Reports: A Type of Expository Essay. A book report is usually written as an expository essay, although it can be written in medicine head rising other forms. In some cases, a teacher will ask students to take a point of view when writing a book report. Here is an example: Explain why Hoot by Carl Hiiassen is the best American kids novel of the last decade.

Please use examples. This type of writing prompt requires a persuasive style of Essay on Management of Pain, writing. Essay On Julius Caesar: Roman Republic! Teachers may also assign book reviews, which challenge students to persuade their classmates to read or not read a particular book. If writing a book review, dont reveal the ending! Rely on Your Writing Training to Write Book Reports. Time4Writing#8217;s online writing classes and one-to-one, teacher-led instruction help in building students writing skills. Essay Analysis! When students develop strong basic skills, they can succeed at any writing assignment, including a book report. Time4Writing offers online writing courses for kids in elementary, middle school, and high school, and pairs each student with a certified teacher for personalized writing instruction. Time4Writings eight-week, online writing courses are highly effective in helping students develop their writing skills and building confidence.

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Essay on Management of Pain Analysis

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robert ballard essay I believe that through the years people were convinced that the wreckage of the Titanic would never be found. After all, many decades had passed by and still not a trace of the Titanic. The last known position of the ship as relayed by Essay of Pain Analysis, the Titanic crew was: Latitude: 41 46' N and Longitude: 50 14' W. No one knew for Essay Caesar: The Fall of the sure how accurate that position was and even if it was correct, how far the Titanic had drifted from that position prior to and during the ship's descent to on Management Analysis, the ocean floor. The other factor was technology. Until the mid 1980's the technology required to locate and ultimately visit the Titanic did not exist. On September 1, 1985, seventy-three years after the Titanic sailed into history, Dr Robert Ballard and sun his team located and Essay on Management of Pain photographed the on Julius The Fall Republic, Titanic.

At that moment the world's fascination with the Unsinkable ship grew even more intense. The discovery of the Titanic has caused great controversy and on Management of Pain has divided many people. Some feel that the wreck of the Titanic should be explored while others believe that the ship should be left undisturbed. There are countless opinions on what should be done with the ship. Plan Essay? Some want the Essay on Management of Pain, Titanic's artifacts to be raised and others view the retrieval of anything from the Titanic as grave robbery. T he Titanic shouldn't be destroyed because people happen to have a fat-enough checkbook that allows them to go there and dismantle it. -- Robert D. Ballard. Below are several viewpoints on what should (or should not be) done with the Titanic. You may not agree with what you read, but everyone is entitled to their own opinion.

After reading through this discussion, I sincerely hope that you are inspired to think about Application of an FDA Diet Plan Essay, this issue and consider where you stand. If you have an opinion you would like to share, please send me e-mail . It is recommended that you read through each opinion. On Management Analysis? However, if you want to jump directly to a particular item, click on the corresponding link. -- Eva Hart, Titanic survivor. My personal feelings lie somewhere between the two extremes.

I feel that wreck of the Titanic should be fully explored and that certain artifacts from the Titanic should be recovered and restored. I also believe that the retrieval of some items is borderline grave robbery. I am strongly against bringing up any items that are personal in nature. All personal items should be left undisturbed. Scarlet Letter Guide Answer? In my opinion, the only items which should be retrieved are those that are part of the Titanic. There is definitely a significant difference in of Pain, retrieving a door knob from the Caesar: Republic, ship and a pair of shoes. In my opinion, exploring the Titanic is no different from an archeological dig. It is Essay on Management of Pain, a way to preserve history and share it with others. Over time, the Titanic and its artifacts will probably disappear forever. On Julius Caesar: Of The Roman? Being able to view photographs and artifacts from the Titanic stirs inner emotions and reminds us of this tragedy.

It makes us think about all those who lost their lives on Essay on Management Analysis April 15, 1912. Keeping the medicine head rising, memory of the Titanic alive is Analysis, probably the Essay of 9/11, greatest tribute we could ever give to those that died aboard this unsinkable ship. I also believe that any artifacts recovered from the Titanic should never be sold to, or placed in possession of a private collector. Each artifact should always be on public display in a permanent and/or traveling museum. Charging reasonable admission to help defray the exploration, restoration and exhibit costs is acceptable. In the past, there have been attempts to bring up large sections of the Titanic. I am against doing this. Essay On Management Of Pain Analysis? The Titanic wound up on the ocean floor for a reason and should be left entirely undisturbed as a permanent memorial to all those who sailed aboard the Titanic. FDA Diet? Moving part of the Essay on Management of Pain, Titanic only causes furthur deterioration and scarlet study answer damage to the ship. My husband and I agree on two things, items of personal nature should be left undisturbed and that the Essay on Management of Pain Analysis, ship (or parts of it) should not be brought up. To me the seas are a very spiritual and powerful thing.

In the case of the Essay of 9/11, Titanic, the Atlantic demonstrated its power and sank her. A great many lives were lost, an undeniable tragedy. On Management Of Pain? I believe that no contents of that ship should be removed, personal or otherwise. A door knob or a chandelier are a part of the final resting place for many an unfortunate soul. How Do A Website In Apa Format? It is out of respect for on Management of Pain those that died, that I feel their final resting place should be left completely undisturbed. It is true that over time, the ocean will wear away at FDA Diet Essay, the ship and one day it will be dust on the ocean floor.

So be it. If that wasn't what was meant to be, the Titanic would have never sank. With all the recent books, TV specials, movies and even Broadway plays about the Titanic, it will never be forgotten. But, let those that passed away that night rest in the peace of the waters. I too think we should remember the Titanic and what happened along with the hopes and dreams of those that set sail on her. Since I have such strong feelings against the recovery of any contents of the ship, I should offer an alternative. Although I am not terribly comfortable with this notion either, to me it is the better option. Dive the ship and have pictures taken, but do not touch her. On Management Analysis? It is Essay The Effects of 9/11, said that pictures tell a thousand words, let them speak.

Just as there are traveling museum exhibits, so are there traveling photo exhibits. A final display may be a museum which would contain those items which have already been removed from the ship. Water is of Pain Analysis, chemically very simple, yet it is very powerful. It is the giver and of an FDA Diet Plan Essay taker of life. In this case, it took the lives of on Management, about 1500 people. Lets remember them through such stories as the 1920s alcohol, one told by the member of the Coast Guard (available in the Memories section). Essay On Management Of Pain Analysis? One simple story, speaks more powerfully to me than any number of objects behind glass cases in a museum ever could. I#146;d like to put in my two cents concerning the recovery controversy. Head? To do so, I#146;d like you to imagine yourself in the following scenario: You#146;re sitting at home one Sunday afternoon.

You#146;ve previously taped Discovery#146;s Titanic: Anatomy of a Disaster. On this particular Sunday, you decide to watch it. You#146;re fascinated by the discoveries the expeditions have uncovered. the Essay on Management of Pain Analysis, rusticle research that will reveal the time she has left, the sonar imaging that revealed the true extent of her damage. Scarlet Letter Study? About ? of the way through the show, they begin showing some of the Essay on Management Analysis, artifacts they#146;ve recovered. They get to the paper artifacts and are showing a letter on head rising sun screen. Essay? When they get to Essay Roman Republic, the signature line, you see YOUR last name! You rewind the tape and discover references to your great aunt and your grandfather. The letter was written from a city in which you know your ancestors lived at that particular time. You KNOW this is a letter from your great grandmother, but it#146;s been written to someone you#146;ve never heard of.

It may sound bizarre, but it#146;s a 100% TRUE scenario. Last April 20th, my husband Dave and I sat in our family room watching that tape. The signature on the letter was Mrs. Shuttle. The references were to Essay Analysis, my husbands great Aunt Pearl and his grandfather, Roy. Essay On Julius Caesar:? The letter was written by his great grandmother, Ann Elizabeth. Since discovering the letter on Anatomy, we#146;ve worked closely with RMS Titanic, Inc., who informed us that there was not one, but 19, letters from Dave#146;s family.

They were written to Howard Irwin, who was NOT listed as a passenger on on Management Analysis the ship, yet his trunk was recovered and most of the items therein restored, among them, the letters. Also recovered and restored was a diary Howard kept for how do i cite in apa the year of 1910. Through that diary we learned that Howard and his best friend, Henry Sutehall, had embarked on of Pain Analysis a world tour on 1/1/10, intending to spend about of an FDA Diet Plan Essay, 2 years on the road. In the meantime, Howard and on Management of Pain Analysis his girlfriend of 4 years, Pearl, would try to keep their relationship going through letters. This was to be a difficult task, as Pearl was also traveling, playing her coronet in a vaudeville show throughout the midwest USA.

Because of of 9/11, these letters and Howard#146;s personal belongings, we have been able to find not only Analysis about 50 additional members of my husband#146;s family we never knew existed, but also Howard#146;s and Henry#146;s families. We#146;ve learned who these people were and their stories are now public knowledge. Henry Sutehall, Jr. is no longer H. Sutehall, a 3rd class passenger on Titanic. no home town, no age. I Cite A Website In Apa Format? He is now no longer just a printed name on a passenger list. Essay On Management Of Pain Analysis? He is a real person, who had real hopes and dreams, who met a girl in Australia he loved dearly. who died a tragic death at 26.

Howard is no longer the medicine sun, missing person. Essay On Management Of Pain? He is someone who, through a bizarre series of events, never boarded Titanic, made it home to Essay The Effects, the US, eventually married and lived to his 60#146;s. Pearl is now no longer just one of Dave#146;s ancestors. We know her now. We know her feelings, we know her spunkiness, we know her hurt, we know her emotions. We know she died of on Management of Pain Analysis, pneumonia at 1920s alcohol, the young age of 22, 6 months before Howard was to return home.

We know WHO she was, not just THAT she was. These people, thanks to the recovery and restoration of Howard#146;s personal effects from a trunk on the ocean floor, have once again become real, not only to us, but to thousands. We#146;ve had the opportunity to tell their stories on numerous TV shows, radio shows and newspapers (none of which we received ANYTHING for, except the satisfaction of knowing the story was being told). We recently were honored by of Pain, being asked to help cut the ribbon at the latest artifact exhibit opening in Boston, where many of Howard#146;s belongings, including some of Pearl#146;s and 1920s alcohol Ann#146;s letters, are on Essay of Pain Analysis exhibit. I Cite A Website In Apa? Now, thanks to Boston and the earlier St. Petersburg exhibit, over Analysis a million people will know who Howard, Pearl and Henry were. Howard#146;s personal effects have, in effect, given them a sort of immortality. As long as Titanic#146;s artifacts exist for The Effects the public to of Pain, see, so, too, will they. That#146;s what the recovery of personal items can do.

Thanks for listening, The Discovery of the R.M.S. Titanic has caught my attention and has sparked an interest in letter study guide answer, me that was not there before, I want to know all that I can about such a tragic day in history. I believe that the wreck is sacred and Essay of Pain it's a memorial to all that lost their lives on her. Everyone says that we should remember them, well what better way to remember someone or something than to actually see it with you're own eyes. When I see pictures of the R.M.S. Titanic or the people who were on her I get a very warm feeling within my heart. I guess you could call it love for something that sank 59 years before I was born.

My desire would be to see it raised out of the water, so that generation after generation can see and on Julius Caesar: The Fall Roman Republic remember the 1522 people that lost their lives. After we are gone who will keep future generations' memories of the loved and departed alive. Seeing the R.M.S. Titanic and on Management of Pain Analysis all it's beauty will keep the memories alive. Children all over the world will ask their parents Mom/Dad, what is that and why does it look like that ? only then when the mother is explaining to the child what happened will the memories of all the lost souls live once more. Remember one thing OUT OF SIGHT OUT OF MIND. People will forget. Make it impossible for them to Application of an Plan Essay, want to forget.

Bringing up artifacts from the ship is on Management, a fantastic way to immortalize the Essay of 9/11, life and times of the passengers of the R.M.S. Titanic. Essay Analysis? I would like to Application, thank Dr. Robert Ballard from the Analysis, Woods Hole Oceanographic Institute and Jean-Louis Michel from the Essay The Effects of 9/11, French Institute for Research and Exploration of the Seas for their desire and determination to find this lost treasure. For without them it would still be undiscovered and many questions would still be unanswered, and Hollywood probably would not have made it's most recent movie. I know that my opinion is not on the popular side, but it is still an opinion. Essay On Management? Thank you for giving me this time to of an FDA Diet Plan, express my feelings and opinions. -Joseph A. Pendola. I would have to agree with your feelings about NOT touching ANY PERSONAL AFFECTS no matter how minute they may seem to others.

By some degree, I guess that I would have to Essay of Pain Analysis, be against disturbing ANY artifact related to Titanic only in 1920s alcohol, the aspect that it would be like taking a piece of someone's headstone, in this case, ALL who parished that morning. Like the theme song from the movie Titanic suggests, we must all go on, but to Essay on Management Analysis, what extent? Exploration, discovery, and how do i cite format research are VERY important, but where do we draw the Essay on Management of Pain, line between our morals, which tells us to leave things be and 1920s alcohol the need to discover and keeping THEIR memory alive? That's not just a question we should ask ourselves, but also the families of those who lost their LIVES that morning. We may never know the answer, but as far as I'm concerned, I think we can learn from the Essay on Management Analysis, term, Tread lightly! Exploring Titanic is fine, but we should not disturb the tomb in which so many lost their LIVES! Horseheads, New York. I, like many thousands of others, saw the recent movie Titanic.

Although much of the plot was pure fantasy, the historical significance and the sheer scale of the on Julius Caesar: Roman Republic, movie brought home to me the stunning loss of life and pointed out to us that it wasn't just a ship that sank because it hit an iceberg, but rather some two thousand individual stories of Essay, how one can unknowingly pay the ultimate price for the simple act of boarding a ship and of an FDA Diet Plan Essay placing one's trust in what turned out to be an extremely naive and ill-prepared crew. The movie was an emotional one for me, not because I had any connection to anyone on the Titanic, but for Essay on Management Analysis the simple fact that it really happened, and it was brought to us in how do i cite a website, such realistic fashion, thanks to millions of dollars worth of special effects. All those people, all those stories, and the profound hold the Essay of Pain, tragedy would have on us nearly 80 years later is what draws me in emotionally. I think the Titanic should be left exactly as it now rests, as a reminder, much as a headstone is a reminder of the grave it adorns. All the speculation, all the research, and all the human curiosity will not change the fact that a glorious ship, built in a simpler time when caution may have been second to grandeur, sank in a spectacular fashion, taking so many people with it and leaving so many with drastically different lives.

It is a grave, a holy place. To salvage it, or part it out, to in apa, use an automobile salvage yard term, is to Essay on Management of Pain, cheapen it, to letter study answer, devalue it, and most of all, to show the least respect to Analysis, the victims, the survivors, and their relatives. It is part of world history, much the same as Arlington National Cemetery is a part of history. It is not to be dug up, re-floated, ransacked, or picked over to satisfy the morbid curiosity of treasure hunters and guide researchers. Yes, we have pictures. Yes, we have artifacts. What is Essay of Pain, their value?

Look, but don't touch. Treat it like the cemetery it is. Be thankful that in some way, the Titanic tragedy helped lay the groundwork for vastly improved safety measures not only in maritime safety, but in all forms of transportation. But never forget the human cost and of an Plan Essay the respect those victims deserve. Marco and Jill Cucaz. I think we should look at the issue under a different, more realistic perspective. Obviously Titanic was not built with the intent to on Management of Pain, become the tomb for so many people. It was a means of transportation, not a holy grave. If someone finds the fact of going down there to recover any possible artifact as scandalous, then lets think for a second about the pyramids of Egypt, the ruins of FDA Diet, Pompeii, of the Roman Empire, the archaeological digs in China of some ancient Emperor's tomb, Central America, Incas, Aztecs, Navahos. The discoveries and recoveries of the renowned Cousteau family. and the list goes on!

Titanic went down, and on Management Analysis with it so did hundreds and hundreds of 1920s alcohol, souls, but not all of them remained trapped in the ship's bowels, many of them were simply dragged down, drowned because they froze to death, dispersed in that vast, dark, cold ocean: the one and true grave site of those victims and of ALL victims of the seas. Does that stop us from going to the beach and take a dip? By doing so aren't we desecrating the resting place of thousands of people? The oceans are the tomb, not the hunk of twisted metal that went down by Analysis, mistake. Scarlet Study Guide Answer? Bringing up as many objects as possible is a duty we have to carry on, in order to Essay on Management, provide a clue about 1920s alcohol, those lives that were forever lost. It is the only way we, and the generations to come, will be able to identify ourselves with all those people. On Management Of Pain? If that is not true, then let's bring back to their original resting places all the objects, artifacts, statues, mummies. lets put away our history books and let it be told by word of Essay, mouth, until it will become a legend. Presently many people may be disgusted and horrified by Essay on Management, underwater expeditions to the Titanic, but what about hundreds or thousands of years from now, when WE are going to be treated as archaeological discoveries. isn't man's destiny to constantly learn about 1920s alcohol, its own past? It may as well be a curse, but it's reality and we cannot stop it.

We are consumed to know about ourselves. Let Titanic's objects be saved from Essay on Management of Pain Analysis eternal oblivion and put safely on display for our children, so that they too may know of the elegance and might of the RMS Titanic! -Marco and Jill Cucaz. The Ulster Titanic Society. When The Ulster Titanic Society was founded in 1992, it was decided that the official policy of the Society would be to oppose salvage of the Essay The Effects of 9/11, wreck of the on Management of Pain Analysis, Titanic.

A small number of our members had seen the Ship in 1912, their fathers and grandfathers had worked on her, and some relations (including our late President's father) had died on her. When our late President Marjorie Wood Frost McCormick, saw the video of Dr Ballard diving to 1920s alcohol, the wreck of Titanic, Marjorie said that she was satisfied that she had seen her father's grave for the first time and on Management of Pain that any salvage of the site would be tantamount to grave-robbing. The Society has retained this stance throughout its life and consistently opposed salvage of the wreck-site of Titanic: the work of the RMS Titanic Inc salvage company was questioned, especially with regard to the actual need for salvage. After all, nothing on 1920s alcohol Titanic was unique - indeed Titanic was one of three sister-ships- and it was felt that pure financial gain was the Essay of Pain Analysis, main motive of the operation. It was against this background that the 1997 Ulster Titanic Society International Convention was held. We were honored to have as special guests Mr Charles Haas and letter answer Mr Jack Eaton of Titanic International, and Mr George Tulloch from the RMS Titanic Inc Salvage company. Eaton and Haas gave two lectures about the salvage operation in general and attempted to address the concerns of an audience which was uneasy about artifact recovery. The following day, Mr Tulloch participated in a Questions Answers session wherein the Convention delegates put their misgivings forward. On Management? The Society was delighted that Mr Tulloch had decided to attend the Convention when he know that he would therein find his most ardent critics. Several points were clarified and accepted.

First, it is patently the case that there are many salvage companies in the world that would stop at nothing to get their hands on Titanic, and that their plans for the most historic (and perhaps sacred) of all shipwrecks amounted to breaking her up into paperweights and selling off those pieces. So far, RMS Titanic Inc have not expressed any such aim, and Caesar: The Fall of the state that they would like to see all the on Management Analysis, artifacts recovered from the wreck kept in one collection and never dispersed. Second, George Tulloch has put together a group which contains experts in every field of excellence connected with Titanic. Essay? It is ensured that whatever one's own personal view on the artifacts' recovery, they will be treated with dignity and by the best scientific procedures of the day. On 10th June 1997, the Ulster Titanic Society held a debate on the subject of salvage. There were two speakers: Stephen Cameron, Secretary of the Society and Researcher, put forward the Society's existing view that the on Management Analysis, wreck is a grave-site and should be treated as such. The Effects? Using personal experiences from Society members who had lost relatives on on Management Analysis Titanic, he argued that salvage was basically wrong and The Fall of the Roman Republic that Titanic should be left in peace.

Philip Armstrong, the Internet Secretary and Society Legal Advisor, agreed that salvage in principle was wrong and that the Titanic should be left in peace as a memorial to those victims who perished that night in 1912. He then went on to develop this theme, pointing out Essay on Management of Pain Analysis that the The Effects of 9/11, artifacts cannot be put back, and of Pain Analysis that were it not for RMS Titanic Inc having exclusive rights, the Titanic would now be spread out in pieces all over the world. He proposed that although we disagree with salvage, we should be willing to support the salvage company in its work so long as it adheres to international standards of artifact recovery and on Julius of the Roman Republic retains all the artifacts in one collection. A vote was taken at the end of the evening, and the result was a split decision: a split of 60/40 for opposing salvage and continuing with the Essay on Management, Society's present stance was found. The Ulster Titanic Society, therefore, continues to oppose the present salvage operation on how do i cite a website in apa format Titanic and this will remain to be the official line. However, it is on Management, also accepted that artifact retrieval will continue and that the present salvage company is the most appropriate body to do it. Take only head rising pictures and leave only bubbles. -- Underwater Archeologists' motto.

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affair dreyfus essay The Dreyfus Affair. On Management! A Summary History of the Dreyfus Affair. Source : Thodore Reinach, Histoire Sommaire de l#8217;Affaire Dreyfus . Paris, Ligue des Droits de l#8217;Homme, 1924; Translated : for of the Roman, by Mitchell Abidor; CopyLeft : Creative Commons (Attribute ShareAlike) 2007. Essay On Management Analysis! There are no fait divers in history. If every event has immediate causes, it also has profound causes which alone truly explain their genesis and development. Guide! The Dreyfus Affair is no exception to this rule. In order to understand the proportions and the turn it took, as well as the role it played for several years in French public life, we must on one hand go back to the origins of the nationalist movement, heir of Boulangisme, and on the other hand to those of the anti-Semitic movement. This latter began to become visible in France around 1880, its steps marked off by the catastrophe of the #8220; Union Generale #8221; in 1882, #8220; La France Juive #8221; of Drumont in 1886, and the founding of La Libre Parole in 1892. Without attempting to write the history of Essay on Management of Pain Analysis these two movements it must be recalled that it is they and they alone that created in the country, and especially in the army, the mood necessary for the blossoming and the exasperation of an affair which, left on its own, would have aborted while still in seed or remained restricted to the strictly judicial order.

From the beginning of the anti-Semitic awakening the efforts of its most persevering promoters were directed against the situations occupied by Israelite officers in the French army and who, for sun, many intransigent Catholics, were a subject for scandal. One of the first campaigns of Essay of Pain La Libre Parole was directed against them. It resulted in the successive duels of Captain Crmieu Foa with Drumont and Lamase, and in that of Captain Mayer with the Marquis de Mors, a duel that ended in the death of the Jewish officer (June 23, 1892). The Crmieu Foa -Mayer Affair is the prelude to study guide answer the Dreyfus Affair. The perspicacious observer could have found sketched out there the prejudices, the passions, the procedures that we were to see in all their vigor two years later. Already there figured there certain actors in the drama: Captain Esterhazy was one of Crmieu Foa#8217;s witnesses.

Among the Essay on Management of Pain Analysis military services of the Ministry of scarlet study guide answer War reorganized after the war of of Pain Analysis 187 that of #8220;intelligence,#8221; i.e., espionage and 1920s alcohol, counter-espionage took, under the of Pain Analysis impetus of zealous chiefs a considerable, even excessive development. The leadership of Essay of 9/11 this service was centralized in a section of the General Staff officially designated under the name of #8220;Section of Statistics#8221; and formally attached to the Deuxieme Bureau . One of this service#8217;s preoccupations was the surveillance of the Essay of Pain Analysis German Embassy. In truth the Ambassador, the how do in apa format Count von Munster, following the Boutonnet Affair, where his military attach was caught in on Management flagrante delicto , had promised that German military attachs would henceforth abstain from i cite paying off French officers or employees. But they knew in the Intelligence Office that that promise had not been kept, if not by the ambassador, at least by the new attach, Colonel von Schwarzkoppen. Unbeknownst to his chief, the latter continued to be involved with espionage, corresponding directly with the Prussian General Staff in Berlin. According to information furnished by various agents, notable by an honorary Spanish military attach, Val Carlos, who received a salary from the ministry, M. Essay On Management Of Pain Analysis! von Schwarzkoppen had ties with the Italian military attach, Colonel Panizzardi. The two agents communicated their discoveries to scarlet study each other and, when the case was urgent, informed each other in writing. In order to Essay track down this little game the Intelligence Bureau did not content itself with the rising sun resources offered by on Management Analysis the cabinet noir and the intercepted dispatches. It had succeeded in assuring itself of the assistance of a cleaning lady at the German Embassy, a certain Bastian. Medicine Head Rising Sun! The latter carefully gathered up what was found in the garbage pails and in the fireplaces, fragments of the papers torn up by Schwarzkoppen. She wrapped them in a cone and once or twice a month brought them or had them brought to the #8220;Section of Statisitcs.#8221; There they were separated and carefully glued together.

Most of the documents thus reconstituted were insignificant, even frivolous. Some, though, aroused attention. Starting in 1892 they were thus able to note certain leaks of intelligence secrets concerning national defense. Essay Analysis! Plans for the fortress of Nice had been delivered by an individual who a letter from Schwarzkoppen designated under the name of #8220;this canaille D. #8221; [1] Fragments of a memo from Schwarzkoppen [2] allowed it to The Fall of the Republic be understood that the German attach had found an informant who claimed to bring him documents that came directly from the Ministry of War. There was thus a fox in the sheepfold, and on Management of Pain Analysis, Val Carlos attested to this. These revelations, however incomplete, caused a real unease in the General Staff. Letter Study Guide Answer! No one was any longer sure of his neighbor, and all were afraid of being suspected themselves. They were stumbling in Essay Analysis the shadows. During the summer of 1894 there arrived at answer, the Intelligence Bureau a document much more alarming than all the preceding ones and which certainly came from the German Embassy.

It was the anonymous letter that became famous under the name of on Management of Pain Analysis #8220;bordereau.#8221; This letter, written on a nearly transparent graph paper of onion skin was traversed by Application of an Essay two perpendicular tears, but was otherwise intact. The text was written on both sides of the first page. According to on Management of Pain Analysis the version that was later officially accredited it had arrived through #8220;normal channels,#8221; that is via Mme Bastian#8217;s cone. But the document#8217;s appearance, barely torn, sufficed to 1920s alcohol put the lie to this version. From other sources it appears that letter was taken intact from the loge of the Embassy concierge in Colonel von Schwarzkoppen#8217;s mail slot and brought to of Pain the bureau by an agent named Brucker. How Do I Cite A Website In Apa! This man, who had once served as intermediary between Mme Bastian and the Intelligence Service, had momentarily been cast aside and sought to find grace in Essay of Pain Analysis the service#8217;s eyes by a coup d#8217;clat . The documents whose dispatch the letter announced do not appear to have reached the German General Staff, and the envelope of the letter was not presented. Scarlet Study Guide! We thus don#8217;t know if the letter was sent through the mails or in another way, nor do we know if the documents were in the same envelope or were sent separately. On Management Analysis! [3] Here is the text of the famous document: #8220;Without any news indicating that you want to see me, I nevertheless send you some interesting information: 1: A note on the hydraulic brake of the 120 and the way that piece performed; [4] 2: A note on the covering troops (a few modifications will be made in the new plan); [5] 3: A note on 1920s alcohol, a modification to the artillery formations; [6] 4: A note relating to Madagascar [7] ; 5: The project for the firing manual of the field artillery (March 14, 1894) This last document is difficult to obtain and I can only keep it in my possession for a few days. The Ministry of War sent a fixed number to of Pain Analysis the corps, and the corps are responsible for them. Each officer having one must return it after maneuvers [8] If you want to Essay on Julius of the Republic take from it whatever interests you, and put it at my disposal afterwards, I will take it.

Unless you want me to make a copy of it in extenso and send you the copy. I am leaving on maneuvers.#8221; However poorly written this missive we don#8217;t even know if the author has sent the firing manual or he is Essay on Management Analysis, simply offering to procure it for him it is 1920s alcohol, clear from the text that it was written at the very latest in August 1894. In fact, it is question here of the #8220;firing manual#8221; as well as a regulation recently sent to the corps (of troops) for maneuvers and that the officers in possession of the manual must return it after the Essay on Management of Pain Analysis maneuvers. The firing manual is a collection of methods meant to regulate the real fire of field pieces. This real fire never takes place during the medicine head rising #8220;grand maneuvers#8221; of Essay of Pain Analysis September, but only during the firing schools that begin in May and end in rising August. It is these firing schools that the writer, in his incorrect language, designates under the name of maneuvers. It is thus obvious that the bordereau dates at the very latest from August. On Management Of Pain! [9] Whatever the exact date, it seems clear that the bordereau was given to Commandant Henry who was then, along with Commandant Cordier, the principal collaborator of Colonel Sandherr, chief of the Intelligence Service. According to the declarations of General Roget the piece arrived at the ministry with other documents whose dates were spread out between August 4 September 2. [10] We can nonetheless suppose that Henry kept it for a few days, or perhaps a few weeks. But it is even more surprising that he did not recognize the handwriting of one of his former office mates, Commandant Esterhazy. Head Rising Sun! September 24 [11] . He communicated his discovery to his comrades and his chief, Colonel Sandherr, who immediately advised the Chief of the General Staff, General de Boisdeffre, and Essay on Management of Pain Analysis, the Minister of Essay of 9/11 War, Mercier.

The emotion was profound. There was no longer any doubt: the German military attach had an informant who was a French officer. Even more, it was concluded from the tone of the Essay Analysis letter that it was an officer of the General Staff. Nothing justified this last hypothesis. To the contrary, grammatically and technically the incorrect writing of the bordereau, the difficulty he spoke of in procuring the firing manual (which freely circulated at The Effects of 9/11, the General Staff), his inability to Essay on Management of Pain himself extract interesting new pieces of information, the little importance his correspondent seemed to attach to Application FDA Diet Plan his information, which left him #8220;without news,#8221; all of on Management this should have, to medicine head rising sun unprejudiced spirits, excluded the attribution of the bordereau to an officer of the General Staff. Nevertheless, this ide fixe , this proton pseudos, suggested by the preceding notices of Val Carlos, were accepted without discussion. From the on Management first hour the search was set off on the wrong path. On the order of the minister the General Renouard, in his function as Chief of the General Staff, an inquiry was begun in the offices of the 1920s alcohol ministry.

It was focused solely on the identification of the handwriting and produced no results. But on October 6 Lieutenant-Colonel d#8217;Abboville, Sub-Chief of the Quatrime Bureau of the General Staff and who was returning from leave, having been brought up to date by his chief, Colonel Fabre, had the idea that the bordereau, which dealt with issues in different bureaus, must have been the work of an officer in training; these officers were the only ones to successively pass through the various bureaus in order to perfect their military instruction. What is more, since of the five documents mentioned three concerned the artillery, it was probable that the training officer was from that branch. With the circle thus circumscribed all that was left was to consult the list of training officers of the General Staff who came from the artillery service. While going over it the two colonels fell upon the name of an Israelite officer, Captain Dreyfus. Of Pain Analysis! Fabre, who had had him in his bureau during the second quarter of 1893, remembered that he gave him poor grades suggested, incidentally, by Lieutenant-Colonel Roget and head rising, Commandant Bertin-Mourot. Based on superficial elements he had impressed them as a pretentious officer, neglecting his current service in order to busy himself with secret questions.

They immediately sought out pieces written by Dreyfus. By a strange quirk his handwriting had undeniable family resemblance to that of the bordereau. These officers, inexperienced and prejudiced, took a vague resemblance for identity, and it is thus that the fate of the unfortunate was sealed. The date of April 16, 1894 currently written on Essay on Management of Pain Analysis, that piece was added much later. I Cite A Website In Apa! The actual date of his entering into service is earlier: 1892 according to Colonel Cordier, 1893 according to Commandant Lauth. The individual designated by the initial #8220;D. #8221; was an insignificant subaltern agent named Dubois or who had taken the name in his communications with foreign attachs. This fact and the derisory nature of on Management of Pain his salary are today beyond any shadow of on Julius Caesar: The Fall of the Republic a doubt.

1. Translated as follows; #8220;Doubt. Proof. Service letter. Dangerous situation for me with a French officer. On Management Of Pain Analysis! Not personally carry out negotiations. 1920s Alcohol! Bring what he has. Absolute.

Intelligence Bureau. No relations corps of troops. Only importance of ministry. Already somewhere else.#8221; This memo doubtless prepared the response to a telegram from Berlin as follows: #8220;Things no sign General Staff.#8221; 2. The extraction of a bordereau from an envelope while at the same time allowing the pieces themselves arrive at their destination is a trick that is Essay of Pain Analysis, not unexampled. At the Chamber on February 3, 1898 M. Delcass told of a similar happening of which he was the victim. 1920s Alcohol! 3. Probably meaning the hydropneumatic brake of the 120 short cannon. It was a heavy field piece recently put in service. The brake#8217;s mechanism, which prevented a back kick, was kept secret. Essay On Management Of Pain Analysis! 4. It is The Effects, thus that are called the troops thrown onto the frontier from the first hours of mobilization and intended to #8220;cover#8221; the concentration of the Essay on Management of Pain Analysis rest of the army. 5. The new mobilization plan. (no.

XIII which was to be put in practice in 1895) 6. It#8217;s a question either of of an FDA Diet Plan Essay formations of on Management maneuver modified by the new regulations of hose drawn batteries or, and less probably, mobilization formations modified by the recent transfer to the Engineering service of the ship bridge service. 7. 1920s Alcohol! The Ministry of War was then preparing the Essay Analysis expedition intended for the conquest of the island. Scarlet Letter Study Answer! 8. This is not correct, or only on Management of Pain applies to how do a website in apa reserve officers. 9. In the final phrase: #8220;I am leaving on maneuvers#8221; this word could designate either brigade maneuvers, or firing school, or any kind of maneuvers including the departure of a garrison. But if the bordereau#8217;s author, Commandant Esterhazy, went at his request to the firing school of Chalons at the beginning of August 1894 he didn#8217;t go to the grand maneuvers of September, to Essay on Management of Pain which majors are never sent. 10. Understand by Essay on Julius Caesar: of the Republic this that Commandant Henry fictitiously attached it to a cone of Mme Bastian#8217;s containing pieces included between these dates.

11. Date indicated by Commandant Lauth. The Renouard Inquest began the 26.

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Company Law Essay #8211; Cavendish University Law Lecturers Notes. DEFINITION OF COMPANY: The Companies Act Cap 110 definition section states that company means a company formed and registered under the Act or an existing company. On Management Of Pain? The companies Act does not sufficiently define what a company is but authors have developed a definition of a company. Of An Essay? Professor David Bakibinga in his book company law in Uganda at page 2 defines a company as an artificial legal entity separate and on Management of Pain 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 study guide answer, 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 on Management of Pain, capable of the following;- * It has an existence separate from 1920s alcohol that of the members and of Pain Analysis 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 Essay on Julius The Fall of the Roman, legal personality was first distinctly articulated in Essay, the British House of medicine sun, Lords Judgment in the case of Essay, Salomon Vs. Salmon Company Limited (1897) AC 22 At the 1920s alcohol 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 Essay business is exactly the same as was before, the same persons are the managers, and the same hands receive the profits. 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 medicine rising sun 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 companys assets are unable to meet the companys debts, then the members will only be liable to contribute to the debts of the company 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 Essay 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 companys assets in the event of its winding up. This guarantee must be expressed in the memorandum of Application of an FDA Diet Essay, 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 companys assets are not sufficient to Essay on Management of Pain 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 sufficient to cover all the how do i cite companys 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 COMPANIES.

The minimum required number for public companies is 7 and it goes up to infinity in other words there is no limit as to Essay of Pain Analysis the maximum number of members a public company can have. Medicine? 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 on Management Analysis, incorporation or subsequent ertificate of registration issued by the registrar must state that it is i cite a website in apa format, a public company. Of Pain? Distinction between Private and Public Companies A public company| A private Company| 1. On Julius The Fall Of The Roman? 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 Essay, members has fallen below the study guide answer legal minimum, then this is a ground for the winding up of the Analysis company. (Winding up is the process of putting the companys existence to 1920s alcohol an end. ) 2. No maximum limit of members. Essay On Management Analysis? 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 a website in apa send a statutory report to every member within 14 days to the date of the meeting. On Management Of Pain? Such report must also be sent the registrar of companies. 1. Minimum of two members For such company to The Effects of 9/11 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 Essay of Pain Analysis, 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 registering it with the how do a website in apa 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 on Management of Pain, 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 letter guide words chamber of on Management of Pain Analysis, commerce except where the nature of the companys business so justifies it and lastly it should not suggests patronage (a connection) from government or be associated with immorality, crime or scandalous in of 9/11, nature. If the registrar is satisfied that the name meets the Essay on Management of Pain above requirements, he will approve and reserve the name, the 1920s alcohol company must then register within 60 days. Reservation means that within those 60 days the registrar will not allow any other person to register 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 Analysis, a particular name it secures a virtual monopoly of corporate activity under that name. In case the Registrar inadvertently approves a name which by of an Essay, law is not adequate, then the new company may change its name within 6 months. A company may change its name by Essay of Pain, 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 registered. Head Rising Sun? * Memorandum of Association Articles of Association * A statement of nominal capital * A statutory declaration of Essay, 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 1920s alcohol 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, its properties, control of the Essay on Management Analysis company finance, dividends/profits and how they should be distributed auditing of i cite format, books, the company seal and how it should be used etc * Declaration of on Management of Pain Analysis, compliance. This is a statement declaring that all the necessary requirements of the Application Plan Companies Act with regard to the formation of the company have been duly complied with and Essay on Management of Pain Analysis that the directors agree to medicine rising sun continue complying with them. * A statement of nominal capital This is Essay, a statement which shows the capital with which the a website company is starting with. ie the initial capital of the company. * List of names and particulars of of Pain, 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 Essay, 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 of Pain, 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 how do, that company; it is Essay of Pain, sassed basing on the capital that the medicine head company is on Management Analysis, starting with, the more the capital the greater the stamp duty. Registration fees are also paid. How Do I Cite Format? 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 Association. The Memorandum of on Management of Pain, Association of a company, which is required to be registered for purposes of incorporation, is regarded as the companys 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 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. Medicine? A statement to the nature of the company (Whether private or public).

6. The amount of share capital and division thereof into shares of Essay on Management Analysis, 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 i cite in apa the end eg Stanbic Bank Uganda Ltd. 2. Registered office The memorandum must state that the Essay of Pain Analysis registered office is situated in Uganda. However, the 1920s alcohol actual address must be communicated to the Registrar of of Pain, 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 medicine, 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 Essay, 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. Letter Guide Answer? 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 on Management determine what the company can do. Consequently, any activities not expressly or impliedly authorized by the memorandum are ultra vires the company. The ultra vires doctrine restricts an how do incorporated company under the Companies Act to the purse only the Essay objects outlined in its registered Memorandum of Association. The doctrine of ultra vires is Essay of 9/11, 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 provide 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 of Pain Analysis defendant sued the company for breach of contract, the company in medicine rising sun, 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 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 Essay, them. In BELL HOUSES LTD -VS-CITY WALL PROPERTIES LTD (1966) 2 QB 656, a company was formed to head sun 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 companys 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 Analysis, Association.

For example, in the case of FERGUSON V WILSON (1866) 2CH. 1920s Alcohol? A 277, a power to appoint agents and on Management engage employees was implied in the Memorandum of Association. This is on Julius The Fall of the Roman, 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 Essay Analysis court implied powers of i cite in apa format, 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. Essay On Management Analysis? 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 companys undertaking demands it. In EVANS, (1921) I CII.

359. The court observed that a company formed to manufacture chemicals had powers to make grants to 1920s alcohol Universities and Essay on Management of Pain Analysis other scientific institutions to facilitate scientific research and training scientists although it may not obtain any immediate financial benefit from the letter guide answer venture. Therefore before the court implies powers it seems: * There must be some reasonable connection between the companys 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 Essay Analysis, the exercise of the power (see Evans, (above). 1920s Alcohol? However, though the Court may imply these powers in Essay of Pain Analysis, the Memorandum of Association, its better practice to expressly state them. This is 1920s alcohol, 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). Analysis? To avoid uncertainties or expenses of litigation, it is safer 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 of 9/11 liability of of Pain, 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 medicine rising sun, a company limited by guarantee, this is limited to the amount he undertook to Essay of Pain 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 1920s alcohol, to pay the companys debts.. 5. Share capital (clause) The memorandum requires that a company having a share capital must state the amount of share capital with which the company is to be registered and that such capital is divisible into shares of a fixed amount. The essence of the division is to control the powers of the directors to allot shares. The law does not prescribe the Analysis 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 Application, 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 on Management of Pain Analysis the memorandum of association in that they cannot confer wider powers on the company than those stipulated in the memorandum. Thus, where there is a 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 how do i cite a website in apa format board of directors, qualifications of directors, the, the classes and on Management Analysis 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 head sun how he will be appointed. * Secretary and his appointment. eetings (how meetings of the company should be called and conducted and Essay on Management of Pain 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 how do i cite in apa, 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 on Management of Pain, 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 ASSOCIATION.

The Memorandum of scarlet letter guide answer, 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 Analysis, a conflict, the Memorandum of rising, Association prevails. In other words if there is of Pain, a contradiction between the provisions of the memorandum and the provisions of the medicine rising articles of association, then the provisions of the Essay on Management 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 a website in apa format articles must be read together and any ambiguity or uncertainty in either can be removed by on Management of Pain, the other CONSEQUENCES OF INCORPORATION The fundamental attribute of corporate personality from which all other consequences flow is that the corporation is a legal entity distinct from its members. Hence its capable of scarlet letter study answer, 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 Essay on Management 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 sun its members has never been doubted. It is from Essay this fundamental attribute of separate personality that most of the Application FDA Diet Plan Essay particular advantages of Essay, incorporation spring and these are: 1. LIABILITY: The company being a distinct legal persona is liable for its debts and obligations and the members or directors cannot be held personally responsible for the companys debts. It follows that the medicine sun companys creditors can only sue the company and not the shareholders.

In in the case of Salomon V Salomon (1897), creditors of the company sought to have Solomon a managing director of the Essay 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 Essay The Fall Roman Republic, the debts of the on Management of Pain Analysis company. In the scarlet letter guide Ugandan case of Sentamu v UCB (1983) HCB 59, it was held that individual members of the company are not liable for the companys debts. The liability of the members or shareholders of the company is limited to the amount remaining unpaid on the shares. For instance, where a shareholder has been allotted 50 shares at Shs. 100,000 each, in total he should pay 5,000,000 for all the fifty shares, if he pays only Shs.

4, 000, 000 to the company, it means that he will still owe the company 1,000,000. This is what is on Management Analysis, called uncalled capital. The company may call on him to pay it any time. If that does not happen, then at the time of winding up the company, he will be required to pay the Shs. 1, 000, 000. In the case of a company limited by guarantee, each member is liable to contribute a specific amount to the assets of the rising sun 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 of Pain Analysis, only after utilizing the companys money and it is not enough to Essay The Effects 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 Essay Analysis 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. Application Of An FDA Diet Essay? (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 on Management 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 letter study answer, fact that is the Essay on Management only way a company can have possession of its premises. Plan Essay? 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. Essay On Management Of Pain Analysis? P Port Harcourt, the plaintiff sued a company called Shell B. P Port Harcourt which was a non existing company, counsel for the defendant company objected that there was no such company and the suit should be dismissed, counsel for the plaintiff sought courts leave to amend and put the right part but court refused to grant the leave and dismissed the 1920s alcohol case. In the case of Wani V Uganda Timber, 1972 HCB the Essay 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 medicine head rising, 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 their executor or a personal representative. Also in case a shareholder no longer wants to be a shareholder in a company, he will simply transfer his shares to someone else and to company will continue to exist. The only way a company can come to of Pain Analysis an end is by winding up, striking it off the register of scarlet letter study guide, 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 on Management Analysis 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 medicine head rising, 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 on Management, the case of private companies. When shares are transferred, the person who transfers ceases to be a shareholder and medicine head rising the person to whom they are transferred becomes the Essay of Pain shareholder. In private companies, there is a restriction on the transfer of i cite in apa format, shares for Analysis, 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 how do a website in apa 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 lets say from the bank or any other cerditor, it may use its assets e. g. cars, bank accounts and Analysis other assets as security, the security/ charge will then float over those assets, in case the company defaults on payment, the letter study guide answer 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 the whole assets of the company from time to time, it only settles/crystallizes if the company defaults on payment. So before the charge settles on the assets, the company is free to deal with those assets even to on Management of Pain 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 Application FDA Diet Plan 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 on Management shareholders. THE ULTRA VIRES DOCTRINE. a) Meaning of ultra vires. The object clause of the memorandum of association of a company contains the 1920s alcohol 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 transaction, such an act that is ultra vires is void and on Management of Pain Analysis cannot be ratified by Essay on Julius Caesar: The Fall of the, the company. Sometimes the term ultra vires is also used to describe a situation where the directors of Essay on Management of Pain Analysis, 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 sun, that action, but when the directors of a company exceed the powers delegated to them, the company in on Management Analysis, a general meeting may choose to ratify their act or omission. Essay Of The Republic? 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 company. c) Importance of the Essay on Management doctrine. The doctrine of ultra vires was developed to protect the scarlet letter guide investors and creditors of the company. This doctrine prevents a company from on Management of Pain Analysis employing the The Fall Roman Republic 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 Essay on Management of Pain Analysis, association to lend money or finance any activity made an agreement with the 1920s alcohol defendant to provide him with finance for the construction of a railway in Beligium, the directors made this ultra vires contract on behalf the company but subsequently the Essay company ratified this contract in 1920s alcohol, a meeting. ater on the company repudiated this agreement and did not actually provide the on Management of Pain Analysis 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 1920s alcohol 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 on Management the company. Court also held that an ultra vires contract cannot even be ratified by the company and that the Essay The Effects subsequent act of the company purporting to ratify this contract in of Pain, 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 incorporated under the 1920s alcohol Companies Act had power to do only Essay on Management, 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. I Cite A Website In Apa Format? 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 on Management Analysis acts which were sought to Essay of 9/11 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 of Pain Analysis, business, if the how do a website act was not covered by the memorandum, it would mean having to alter the object clause to Essay on Management of Pain add that activity and scarlet letter study answer alteration of the memorandum required a lengthy procedure. Essay On Management Analysis? Later in 1972, in The Effects, England this doctrine was modified, and subsequently the Essay courts have developed principals to reduce the rigors of the doctrine of ultra vires. They include the following. 1. Powers implied by statute. According to this principal, a company has powers to do an act or exercise a power which has been conferred on it by the companies Act or any other Act of 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 1920s alcohol, 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 on Management held that the doctrine of ultra vires ought to be reasonably and scarlet guide 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. Essay? * It is authorized by the Companies Act or by any other Act of of 9/11, 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 the 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 Essay of Pain Analysis, 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 Essay The Effects of 9/11, 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 Essay on Management of Pain act must be reasonably necessary for the company to carry out the activities mentioned in the memorandum. Rising? 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 on Management of Pain Analysis, association is Essay of 9/11, constructive notice to the public and therefore if an act is on Management Analysis, 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 head rising sun 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 directors of the company. However in Uganda, the ultra vires doctrine has not been modified by statute or case law and there is therefore no legal provision where third parties dealing with the company in good faith are protected and can enforce an ultra vires contract against the company if the third party acted in Essay of Pain, 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 1920s alcohol, the company and the company cannot enforce it against on Management 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 1920s alcohol company for the return of the loan.

However, the courts have developed certain principals in the interests of justice to protect such lenders. The reliefs include; * Injunction. If the on Management of Pain money lent to the company has not been spent, the how do a website lender can apply to court for an injunction to prevent the Essay company from spending the money. * Tracing. The lender can recover his money as long as it can still be found in The Effects of 9/11, the hands of the Essay on Management of Pain company in its original form. Essay Of 9/11? * Property acquired under ultra vires transactions. Where the funds of the on Management Analysis company are applied in purchasing some property, the companys right over that property will be protected even though the expenditure on such purchasing has been ultra vires. * Judgments from ultra vires transactions. Because the law considers ultra vires acts void by their very nature, the company and third parties cannot even with consent attempt to 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 letter study 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 of Pain Analysis, 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 head rising, such purpose. Thus a share holder can sue the on Management Analysis directors to restore to the company funds which they employed in transactions which the study guide company is not authorized to engage in.

2. Liability towards third parties. On Management Analysis? The directors of a company are treated as agents of the company and how do in apa 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 Essay of Pain contract entered into by them on behalf of the company is letter study guide, 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 Essay of Pain make the Essay of the Roman directors liable, the following conditions must be fulfilled. Essay On Management Analysis? i) There must be a representation of authority by Essay on Julius Caesar: of the Roman Republic, 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. Essay On Management Of Pain Analysis? iv) That as a result, the third party suffered loss. EXCEPTIONS TO THE ULTRA VIRES DOCTRINE. 1. Property acquired /investments made by Application of an, 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 on Management its members and shareholders and capable of having its own rights, duties and obligation and can sue or be sued in its own name. This is commonly referred to as the doctrine or principle of head rising, 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 on Management of Pain doctrine of corporate personality especially in dealing with group companies and subsidiaries and where the corporate form is being used as a vehicle to perpetrate fraud or as a mere facade concealing the true facts. Upholding the 1920s alcohol 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 pierce or lift the veil of incorporation. In Dunlop Nigerian Industries Ltd V Forward Nigerian Enterprises Ltd Farore 1976 N. CL. R 243, the HC of Lagos stated that in particular circumstances, e. On Management Analysis? where the device of incorporation is used for some illegal or improper purpose, the court may disregard the principle that a company is an head rising 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 on Management, an improper transaction, he may be made personally liable to a third party. The legal technique of lifting the veil is recognized under 2 heads: 1. Statutory lifting of the veil 2. Case law lifting of the veil Statutory lifting of the veil 1. Where the guide number of members is below legal minimum. Under S. 33 of the Companies Act if a company carries on business for Essay on Management, 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 of 9/11 6 months and who knows that the company is carrying on on Management of Pain Analysis, business with less than the required minimum membership is individually liable for on Julius The Fall of the, the companys debts incurred during that time.

In such a case therefore the corporate veil is lifted in order to hold those members personally liable for the companys debts incurred during that time. 2. Where the- company is not mentioned in the Bill of Exchange. On Management Analysis? 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 companys authority. S. 09 (4) (b) prohibits any officer of the company from Essay The Effects signing or authorizing to be signed a bill of exchange on behalf of the company in which the companys name is not mentioned in of Pain, legible characters/ clear letters. Any officer who does this is personally liable on of the Roman Republic, that bill of on Management of Pain, exchange for the money or goods for 1920s alcohol, that amount unless it is duly paid by the company. Therefore in such case the corporate veil is on Management of Pain, 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 1920s alcohol holding and Essay subsidiary companies are regarded as one for accounting purposes and the separate nature of the subsidiary company is ignored. S. 1920s Alcohol? 147 of the Companies Act requires each company to keep proper books of Essay, accounts with respect to * Money received by medicine sun, the company and Essay of Pain Analysis from what source. Medicine Head Rising Sun? * Money spent and what it was spent on. * All sales and purchases of goods made by the company. Of Pain? * The assets and liabilities of the company. These accounts are meant to give a true and fair view of the Essay on Julius The Fall of the Republic state of the companys affairs and to explain its transactions.

Directors of the company are required at Essay on Management least once a year to lay before the company in a general meeting a profit and i cite a website format 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 on Management Analysis affairs of that parent company and its subsidiaries, the group account consists of on Julius Roman Republic, a consolidated balance sheet and a consolidated profit and loss account of both the subsidiary and the parent company. 4. Reckless 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 companys debts or liabilities. 5. Taxation. Under 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 Essay of Pain, a Ugandan company for income tax purposes. 6. Investigation into related companies Where an Application FDA Diet Essay 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 Essay on Management of Pain, his investigation of such related company are relevant to the main investigation.

Lifting the 1920s alcohol Veil under case law . Where the company acts as agent of the share holders. Where the shareholders of the company use the company as an agent, they will be liable for the debts of the on Management of Pain company. Agency is a relationship which exists whenever one person authorizes another to act on his or her behalf. Application FDA Diet Essay? The person acting is called the agent, and Essay on Management of Pain Analysis 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. How Do I Cite A Website In Apa Format? Therefore in an agency relationship, the acts of the agent are taken to be the acts of the Essay on Management Analysis principal. In case of liability it is the principal who is held liable and not the agent. This is because of the letter study dictum that he who acts through another acts for himself. Essay On Management Of Pain? Thus where share holders employ or use the company as an Essay Caesar: The Fall of the Republic agent, then those shareholders will be personally liable for the acts of the company as principals behind the agent. Of Pain Analysis? 2. Application Of An Plan? Where there has been fraud or improper conduct. On Management Of Pain Analysis? The veil of incorporation may also be lifted where the corporate personality is Essay Caesar: Republic, 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. Essay On Management Of Pain? 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 letter study answer covenant not to solicit. The company that Home formed was described as a mere cloak or sham for the purpose of enabling him to commit a breach of the covenant. In Jones V Lipman [1962]1 W. L. R 832 Lipman in order to avoid the Essay on Management Analysis completion of a sale of his house to 1920s alcohol 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 Essay of Pain, that of the formed company. Essay The Effects Of 9/11? The company was described as a creature of Lipman, a device and a sham, a mask which he held before his face in an attempt to avoid recognition by the eyes of equity. In Re Williams Bros Ltd. (1932) 2ch.

1, a company was 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 Essay on Management of Pain Analysis 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/policy. Sometimes, courts have disregarded the separate legal personality of the Essay company and Analysis investigated the personal qualities of its shareholders or the persons in control because there was an overriding public interest to be served by doing so. Medicine Head Rising? 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 on Management of Pain Analysis the time.

The Court disregarded the fact that the company had a British nationality by scarlet guide, incorporation in England and rather concentrated on the control of the companys business and where its assets lay, in determining the companys status. Of Pain Analysis? 4. In determining residence of a company for tax purposes. The court may look behind the veil of the Caesar: The Fall Roman 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 interest. 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 companys management through the companys meetings. There are 4 types of meetings through which the shareholders can participate in the affairs of a company. 1. Statutory Meetings: These are provided for under S130 of the Companies Act which requires every public ltd company to hold such type of Essay on Management of Pain, meeting within 30 days from the date of commencement of The Effects of 9/11, business. The meeting is held once in the companys life and never again. The meeting is Essay of Pain Analysis, a must hold for all public companies, private companies are not required to hold this meeting. 2.

Annual General Meeting (S. Format? 131). Unlike the Statutory Meeting, an of Pain Analysis AGM is required of all types of letter study guide answer, companies. It must be convened by notice of not less than 21 days. Essay On Management Analysis? This is the study guide most important meeting of the company and concerns a number of issues. Although the companies Act does not exactly indicate the nature of the business transacted at such a meeting, the business invariably includes appointment of auditors, fixing their remuneration, declaration of dividends, consideration of the companys profit and on Management Analysis loss accounts and the balance sheet, consideration of the reports of the directors, auditors and election of of an FDA Diet Plan Essay, 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 of Pain Analysis one occasion when they can be sure of having an opportunity of meeting the of an FDA Diet directors and questioning them on Essay of Pain Analysis, the profit and loss accounts, on their report and on head rising, the companys position and prospects. Essay Of Pain Analysis? It is at this meeting that normally a proposition of the directors will retire, come up for re-election:- and 1920s alcohol 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 on Management raise these matters may not be able to insist upon the convening of i cite in apa, such meeting, the annual general meeting is valuable to them because the directors must hold it whether they like it or not.

If the on Management of Pain 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 Essay 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 of Pain Analysis, liable to a default fine of shs. 40/= (1981) HCB 60). Within 18 months after incorporation, the company must hold an scarlet letter study 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 on Management of Pain directors must hold such meeting irrespective of any contrary provision in the articles if holders of at least 10% of the companys paid up capital or 10% of the members carrying voting rights ask/ requisition for it. They must state the reason why they want such a meeting. If the directors do not convene the The Fall Roman Republic meeting within 21 days of the requisition, then the requisitionists may themselves convene the meeting and recover expenses from the Analysis company which may in turn recover the same from the The Effects of 9/11 defaulting directors. On Management? 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 i cite a website in apa company in any manner in which meetings of the company may be called, the court may on application of Essay, 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 Essay Roman 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 Essay Analysis, a company must be called by rising sun, 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 of Pain Analysis exact date time and place where the meeting will take place and what is intended to be discussed at that meeting, if the sun 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 companys articles will normally provide for the required quorum but where they are silent on Essay of Pain, this, s. 134 (c) of the Act provides for the requisite quorum as 2 members present in case of a private company and in scarlet letter guide answer, any other case three members personally present. Quorum need not be maintained throughout the Essay of Pain Analysis meeting though at the beginning it must be there. 3. Essay? PROXY A proxy in on Management of Pain Analysis, Company law is a document which authorises somebody to rising attend a meeting on behalf of a shareholder. S. 136 provides that any member of a company entitled to on Management Analysis 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 medicine sun 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 on Management of Pain Analysis, each share he has and in case of a company having a share capital and in other cases every member shall have 1 vote. Under S 137, it is stated that either five members entitled to vote or shareholders with at least 10% of the voting rights can demand a vote by poll. OFFICERS AND MEMBERS OF THE COMPANY 1. Board of Directors There is no definition of a director whether in the Act or by case law. Nevertheless, S2 of the Act states that a director includes any person occupying the position of a director by whatever name called. In most private companies directors are usually share holders and in public companies , there is a requirement that directors must take up qualification shares, which is not the scarlet study guide case in private companies unless the articles provide for it. According to Analysis S 177, a public company must have at least 2 directors.

Its an offence to Application of an have one director. Where a private company has one director, he cannot simultaneously act as the Essay on Management secretary of the rising sun company but if they are two directors then one of them can also be the secretary. Under the act, a director is defined as any person occupying the position of on Management of Pain Analysis, a director by whatever name called this definition includes a de jure director. Havent found what you want? 12-22 Newhall St, Birmingham B3 3AS, UK [emailprotected] Hi there, would you like to get such a paper?

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