How The Characters In The Merc :: essays research papers

People&8217s rewards are determined based on their actions. The fact that Shylock is not merciful to Antonio and that he is hateful towards the Christians, has resulted in him losing his possessions. Bassanio not only helps Antonio, but is also wise and being wed to Portia is his reward. Antonio gives money to Bassanio and is willing to die for his friend and his reward is his life. The particular actions and decisions made by Shylock, Antonio and Bassanio causes them to reap the benefits or misfortunes of their behavior.Shylock is one of the more evil characters, who shows no mercy and is robbed of his possessions for these deeds. Shylock is not merciful towards Antonio&8217s situation and he does not care for his life. When Shylock is well-nigh to take a pound of flesh from Antonio, Portia asks for a doctor to help Antonio with his wound. All Shylock can say about this is, &8220I cannot find it &8216tis not in the bond. (IV i 260). He does not care for Antonio&8217s life. Not only does Shylock hate Antonio, but he also hates all Christians. He shows this when he says, &8220I hate him for he is Christian(I iii 39). He is almost basing his whole dislike for Antonio on his religion. Shylock&8217s rigor causes him to be punished. Portia tells him, &8220Thou hast contrived against the very life / Of the defendant and thou hast incurred / The danger formally by me rehearsed(IV i 358). Shylock&8217s cruelty towards Antonio and his prejudice against Christians results in his punishment by the law. Bassanio uses his wisdom to wed Portia and he courageously helps Antonio. His reward is having Portia&8217s hand in marriage. Bassanio is willing to give up his life for Antonio. When he says &8220Good cheer, Antonio What, man, courage yet / The Jew shall have my flesh, blood, bones, and all, / Ere thou shalt lose for me one drop of blood. (IV i 111) He is saying he appreciates Antonio&8217s courage for him, but he also says Shylock will have to take his flesh, blood, bon es and all before he can get at Antonio. Bassanio&8217s love for his wife is shown by his reluctance to give up his wedding ring. When Bassanio says, &8220Good sir, this ring was given me by my wife, / And when she put it on, she made me profane swearing / That I should neither sell nor give nor lose it.

A Women Of Castigliones The Courtier And Machiavellis The Prince :: essays research papers

Essay on Woman LeaderMachiavelli and Castiglione both present the epitome of matinee idol in their topics of loss leadership and the way a women should be, respectively. In the case of Castigliones work, it is stated by signor Gasp ar that "...in the way people sometimes hanker after things that are impossible and miraculous, rather then explain them you (Magnifico) have wished them into existence." This quote is true of both excerpts. Both have created idealisms that are of perfection however, both do excessively allow for imperfection. Again in the excerpt from Castigliones work where Magnifico states "...because man is more robust, more quickly agile and more able to endure toil..." shows the obvious imperfections of the young-bearing(prenominal) gender. Machiavelli, on the topic of leadership, also talks of imperfections "The new prince - above all other princes - cannot escape being called cruel, since new governments about in dangers." Leaders then are left to the mercy of their own imperfections and the imperfections of the human spirit. Perfection, even mixed in with a few imperfections, is very hard to meet. One would have to be of the offspring of God to meet some of the qualities mentioned. However, far from the offspring of God, there is another that comes close to many of the generalizations stated. She is a leader behind a leader and is probably one of the safeest women of her time. First, Mrs. Clinton as a leader possesses many of the qualities mentioned by Machiavelli such as her toughness and appearance of good morals. In Castigliones realm, she matches the qualities of dignity and strong virtues. Hillary Clinton clearly shows qualities mentioned in both excerpts regarding her position as a leader and as a woman.First, Hillary Clinton as a leader possesses a great arrive of qualities mentioned by Machiavelli, one of which is represented in her handling of the Whitewater scandal. Machiavelli gives and example of h ow it is important to, "in order to keep his position, act contrary to the truth." Mrs. Clinton most likely lie about her involvement in the scandal in order to "keep her position" as a leader. Mrs. Clinton also fits true to what Machiavelli says about appearance "...it is not necessary actually to have all the above-mentioned qualities, but it is very necessary to appear to have them" the qualities being merciful, trustworthy, humane, blameless, and religious. The first lady appears to be trustworthy, in that she holds true to her contract of marriage although her husband has made and abomination of the sacred agreement.

Coral Bleaching: Potential Mechanisms and Observed Adaptations :: Sea Coral Corals Ecosystem Papers

Coral Bleaching Potential Mechanisms and Observed AdaptationsCoral reefs are the most biologically diverse marine ecosystems. campaign this diversity are cnidarian chromatics which are obligate mutualistic symbioses between chromatic animals and dinoflagellate algae of the genus symbiodinium. These algae are commonly called zooxanthellae. This symbiosis between heterotrophic forces and photosynthetic symbionts allows coral to thrive in nutrient poor seas and deposit calcium carbonate to build reefs (Toller et al. 2001, 348).Coral bleaching occurs when there is a loss of zooxanthellae from their coral host. This is come with by loss of a corals normal color that may or may not be detectable to the human eye. Bleaching can lead to coral death when prolonged, although links between bleaching and subsequent coral recovery or death are not well known. Causes of bleaching have been discovered to include salinity, characterization to air, and sedimentation. The primary reasons cited to cause most instances of coral bleaching are increased sea temperatures and solar radiation. These two factors have been ascertained to cause the most damage in combination (Fitt et al. 2001, 51).The two types of bleaching that result from organism damage or disturbance are algal-stress bleaching and animal-stress bleaching. Algal-stress bleaching is characterized by expulsion of individual zooxanthellae from a host cell. Animal-stress bleaching is characterized by host cell detachment, which is expulsion of zooxanthellae from the coral animal along with the host cell they occupy. Radiation and temperature induced animal-stress bleaching and host cell detachment have not been observed in the field at current sea temperatures. This type of bleaching has only been observed under laboratory conditions (Fitt et al. 2001, 55). A third type of bleaching, physiological bleaching, occurs in an unstressed coral-zooxanthellae holobiont as a method of shedding excess zooxanthell ae from host cells. Zooxanthellae density within host cells varies seasonally in this manner. Maximum zooxanthellae density is observed to occur during the coolest season with the lowest solar radiation. The minimum density is observed to occur at the end of the warmest season with the highest solar radiation (Fitt et al. 2001, 54).The temperature at which coral bleaching occurs has been observed to be from 30 to 34 degrees Celsius (Ralph et al. 2001, 163). Solar radiation exacerbates bleaching in this temperature range and can also cause bleaching at normal temperatures when at comfortable intensity.

Essay --

In 2006, Felipe Caldern- spring president of Mexico launched a joint operation with the United States in an hunting expedition to massively crackdown against drug trafficking and their organizations. According to the LA Times, upwards of forty thousand passel have been killed in drug-related violence as of June 2011 since its meager beginnings in 2006. While the United States has supplied funding and labor in order to support Mexico in undertaking the war on drug trafficking, their primary focus has been more closely focused on increase border patrolling. For decades and decades drug trafficking organizations, henceforth know as cartels, have been using their strong and dangerous influence in order to transform Mexicos tight-knit government and groups of citizens into a state of country-wide degeneration that has ensured protection for cartels doing illegal practices. Since the time President Caldern took his oath for spatial relation in 2006 with a pledge to eliminate these tr afficking institutions, drug violence has rose pronto and it is moving extremely aggressively, but Caldern and his administration worked quickly in order to promote laws that were part of a strategy made specific in order to handle the situation. This trafficking from Mexico to the United States is starting to become a major player in the role that drugs are playing in America. Mexico is one of the strand contributors of heroin to the U.S. market, and undoubtedly the largest foreign supplier of methamphetamine, cocaine and marijuana. Mexican yield of alone three of these drugs have increased alarmingly since 2005, proportionately with the total of all drugs seized at the border between both countries, according to a 2011 depict from the U.S. Department of Justice. While ma... ...s number is growing as territories expand across the orb and as the success of the drug trafficking means better money to some(prenominal) of the citizens the poverty-stricken Mexican towns who make the bare minimum (if that) wages. Usually those that are electing to inscribe in these trafficking jobs are young men with hardly any education, intimately are drop-outs that come from under privileged economic backgrounds with an average age of cardinal with higher social and monetary aspirations than they can satisfy by working legally and morally. Drug trafficking creates an annual revenue of four hundred billion, and in unloose represents eight percent of the worlds trade. With a problem so massive that it affects twain continents and billions of people, it comes as no surprise that coming to a place of peace and disposition is one of the most difficult things about this situation. Essay -- In 2006, Felipe Caldern- former president of Mexico launched a joint operation with the United States in an effort to massively crackdown against drug trafficking and their organizations. According to the LA Times, upwards of forty thousand people have been killed in dr ug-related violence as of June 2011 since its meager beginnings in 2006. While the United States has supplied funding and labor in order to support Mexico in undertaking the war on drug trafficking, their primary focus has been more closely focused on increase border patrolling. For decades and decades drug trafficking organizations, henceforth known as cartels, have been using their strong and dangerous influence in order to transform Mexicos tight-knit government and groups of citizens into a state of country-wide corruption that has ensured protection for cartels doing illegal practices. Since the time President Caldern took his oath for office in 2006 with a pledge to eliminate these trafficking institutions, drug violence has rose quickly and it is moving extremely aggressively, but Caldern and his administration worked quickly in order to promote laws that were part of a strategy made specific in order to handle the situation. This trafficking from Mexico to the United States is starting to become a major player in the role that drugs are playing in America. Mexico is one of the prime contributors of heroin to the U.S. market, and undoubtedly the largest foreign supplier of methamphetamine, cocaine and marijuana. Mexican production of all three of these drugs have increased alarmingly since 2005, proportionately with the total of all drugs seized at the border between both countries, according to a 2011 report from the U.S. Department of Justice. While ma... ...s number is growing as territories expand across the world and as the success of the drug trafficking means better money to many of the citizens the poverty-stricken Mexican towns who make the bare minimum (if that) wages. Usually those that are electing to participate in these trafficking jobs are young men with hardly any education, most are drop-outs that come from under privileged economic backgrounds with an average age of eighteen with higher social and monetary aspirations than they can s atisfy by working legally and morally. Drug trafficking creates an annual revenue of four hundred billion, and in turn represents eight percent of the worlds trade. With a problem so massive that it affects two continents and billions of people, it comes as no surprise that coming to a place of peace and understanding is one of the most difficult things about this situation.

Life in the Colombian Cocain Trade Essay -- essays research papers

Colombian Cocaine TradeCocaine is produced from the Coca plants usually found in the mountain climates of Colombia. The prime(prenominal) cocaine alkaloid was not achieved until 1855. The cocaine alkaloid was first isolated by a German Chemist Friedrick Gaedcke. Cocaine was first apply in the 1880s as an anesthetic in eye, nose, and throat surgeries because of its capability to provide anesthesia as well as to constrict blood vessels and limit bleeding. Its therapeutic applications are antiquated in this day and age because of the technological advances to produce safer drugs . Cocaine is the most devastating and potent stimulant of the natural realm. In this paper I bequeath be discussing the history of cocaine, the impact in the world, and lastly the War on Drugs.Dating back thousands of years the South American Indigenous people mystify chewed the coca leaf. The leaf contains important nutrients and can be life saving to a person who hasnt eaten for days. When the Spaniards conquered South America they discovered that the claims of the leaf organism nutritious were true and started taxing 10% of the value of the crop . The taxes actually became the main source of support for the Roman Catholic Church in the region. In 1999, Colombia remained the worlds leading producer of cocaine. Three quarters of the worlds annual yield of cocaine is produced there. In the year 2000, Columbia still remains the worlds leading producer of the drug .The coca cultivation that goes on in the Andean jungle is damaging the health of the environment in the region. The main threats to the environment are deforestation caused by clearing the fields for cultivation, soil erosion caused by several factors, and chemical pollution from insecticides and fertilizers. The process of mixing coca and poppy into cocaine and heroine has devastating effects on the environment as well. These environmental issues are difficult toaddress due to coca being a traditional crop and trade item, the influence and wealthiness of the drug traffickers opposing restrictions, and the issue of national sovereignty. Most realize the social impact of the drug trade worldwide, but few realize the environmental impact. The natives who used to live on eating the fish from the rivers no longer are able to find any edible fish. Polluti... ... and a peasant. Escobar started his legacy of being a notorious ruthless cocaine distributor in the 1970s. By the 1980s Escobars cartel was responsible for over 80% of the worlds cocaine productivity. Between 1984 & 1987, 15 judges and numerous other governmental figures were assassinated in streets of Medellin. By 1993 credited with killing more than 200 judges, an attorney general, three presidential candidates, estimated metre police officers, dozens of journalists, and thirty kidnappings. Escobars killing in December 1993 ended a long terror campaign that shook Colombia to its core. The drug lords gang cross out off bombs, depresseded an a irliner and killed dozens of police officers and officials to coerce the government to not extradite drug suspects to the United States. The United States for some time has been helping Columbia with army aid, including training and intelligence gathering. Special units from the military, CIA, FBI, DEA, and half dozen other agencies, in conjunction special units of the Columbian police , were all responsible for the take down of Pablo Escobar and friends. This was also labeled one of the greatest take downs in the history of Colombia.

Life in the Colombian Cocain Trade Essay -- essays research papers

Colombian Cocaine TradeCocaine is produced from the Coca plants usually found in the mountain climates of Colombia. The first cocaine alkaloid was not achieved until 1855. The cocaine alkaloid was first isolated by a German Chemist Friedrick Gaedcke. Cocaine was first used in the 1880s as an anesthetic in eye, nose, and throat surgeries because of its capability to provide anesthesia as well as to constrict blood vessels and limit bleeding. Its remedy applications be obsolete in this day and age because of the technological advances to produce safer medicates . Cocaine is the most ravage and potent stimulant of the natural realm. In this topic I will be discussing the history of cocaine, the impact in the world, and lastly the War on Drugs.Dating back thousands of years the South American natural people have chewed the coca leaf. The leaf contains important nutrients and can be life saving to a person who hasnt eaten for days. When the Spaniards conquered South America they s py that the claims of the leaf being nutritious were true and started taxing 10% of the value of the crop . The taxes actually became the main source of support for the Roman Catholic church service in the region. In 1999, Colombia remained the worlds lead story producer of cocaine. Three quarters of the worlds annual yield of cocaine is produced there. In the year 2000, Columbia still remains the worlds leading producer of the drug .The coca cultivation that goes on in the Andean jungle is damaging the health of the environment in the region. The main threats to the environment are deforestation caused by clearing the fields for cultivation, soil erosion caused by several factors, and chemical pollution from insecticides and fertilizers. The process of mixing coca and poppy into cocaine and heroine has devastating effects on the environment as well. These environmental issues are difficult toaddress due to coca being a traditional crop and mint item, the influence and wealth of the drug traffickers opposing restrictions, and the issue of national sovereignty. Most clear up the social impact of the drug trade worldwide, but few realize the environmental impact. The natives who used to live on eating the fish from the rivers no longer are able to find any edible fish. Polluti... ... and a peasant. Escobar started his legacy of being a notorious ruthless cocaine distributor in the 1970s. By the 1980s Escobars cartel was accountable for over 80% of the worlds cocaine productivity. Between 1984 & 1987, fifteen judges and numerous other governmental figures were assassinated in streets of Medellin. By 1993 credited with killing more than 200 judges, an attorney general, ternary presidential candidates, estimated 1000 police officers, dozens of journalists, and thirty kidnappings. Escobars killing in December 1993 ended a long terror campaign that shook Colombia to its core. The drug lords gang set off bombs, downed an airliner and killed dozens of police of ficers and officials to coerce the government to not extradite drug suspects to the United States. The United States for some time has been back up Columbia with military aid, including training and intelligence gathering. Special units from the military, CIA, FBI, DEA, and half dozen other agencies, in conjunction special units of the Columbian police , were all responsible for the take down of Pablo Escobar and friends. This was also labeled one of the greatest take downs in the history of Colombia.

Black Rook in Rainy Weather Essay

I an infrequently lost for words. I like to retrieve of myself as quite an eloquent and articulate speaker and writer, but there are times when I tone neither. It is ironic that the very subject of this poem, a lack of words, or rather a lack of inspiration, is exactly what is holding me back from writing the things I would like to write. Although I know how this poem makes me feel and I know the emotions it conveys, I cannot bring myself to write about them or to speak about them, I simply cannot find the words.Each time I read the poem a rush of thoughts dash through and through my mind, so quickly that I cannot recollect them in time to consider them in the spot they deserve. This poem deserves consideration, thought, analysis, it deserves appreciation and admiration, because it describes exactly how even the most bear witnessive and eloquent writers are sometimes at a loss for words. Although the poem is a fiction and is about many another(prenominal) things that lie deep be neath the surface of the words, it is beautifully written even in the most literal terms.Plath uses adjectives to describe all object, every movement of the poem, stiff twig, spotted leaves. She uses many other poetic devices, such as alliteration in the lines rare, random, walk wary, so shine as to seize my senses and personification in the lines mute sky , minor light may still lean incandescent. The poet also uses defraud phrases broken by commas to increase the tempo of the poem and to give it a rushed feeling. However, these poetic devices are not simply used to embellish a purely literal piece of writing.They are used to demonstrate the beauty of the mundane, the magnificence of the ordinary. The poet says I do not expect a miracle or an fortuity which suggests that she is content with the mundane and can see its splendour. But as the poem progresses we see that she could not survive on the ordinary, but needed to express herself in her poetry and needed inspiration to do s o.Though Plath tries to persuade herself she survive on the ordinary and the imple, it is obvious that desire for inspiration, the angel, are the still things that can make these mundane situations bearable. She contradicts herself when she states that miracles occur. She contradicts her previous idea that there is beauty in the ordinary and instead describes moments without inspiration being similar to trekking stubborn through this season of fatigue . This suggests that during these periods of time she is not living, but barely surviving.Her entire life depends on the moments of inspiration, for that rare, random descent. She is a poet, and her survival depends on her writing. She can just now express herself through her writing, and without it, without her inspiration, she feels nothing. This nothingness, this lack of inspiration is to her far worse than the feelings of depression she felt constantly throughout her life. Her fear of total disinterest consumes her and scares h er. This fear of neutrality refers not only to writing, but also to life in general.If one feels nothing, if life is constantly similar to trekking stubborn through this season of fatigue and then there is no reason to live in the first place. Life is a constant wait for inspiration, for meaning, for purpose, and often this purpose does not appear. Plath realises, unlike many others, that without purpose, without inspiration, there is no beauty in the mundane. Without that rare, random descent of an angel there is little reason for life at all.

To Kill a Mocking Bird Study Guide

To Kill a Mockingbird Study Guide and ActivitiesSHORT ANSWER athletic field GUIDE QUESTIONS To Kill A MockingbirdChapters 1-3 1. severalise genus genus genus Atticus Finch, Jean Louise ( templet) Finch, Jem Finch, Maycomb, Calpurnia, Charles Baker (Dill) Harris, The Radley Place, Stephanie Crawford, Arthur (Boo) Radley, neglect Caroline Fisher, Walter Cunningham, and Burris Ewell. - sentinel- Scout is the Narrator of the story. In the radical she is going into the fresh humans grade, though, for her age she is extremely smart. Throughout the book you begin to realize that Scout speaks her mind, and isnt timid. She is extremely curious.Atticus Finch- Atticus is Scouts Father. He is an sr. man, and because of this, he is extremely wise. When Scout gets in trouble, he doesnt express her if what she did was right or wrong. He simply tells her that she needs to see it from the other persons POV and she figures it out for herself. He is real ascertaining of his children and is easy- going. He has one brother and one sisterJem Finch- Jem is Scouts Older Brother and Atticus eldest son. In the beginning of the book, he is going into the Fifth Grade. He is very supportive of Scout, and is on the nose as curious as she is. The two of them so far have this similar innocence.-Maycomb- Maycomb is where the story takes place.-Calpurnia- Calpurnia, or Cal as she is sometimes c aloneed, works for the Finches. She is what you could call a housemaid. She cleans, cooks and watches Jem and Scout when Atticus is at work. She is a well-respected person produceherto though she is black. Sometimes throughout the book, you will see Cal acting as a motherly figure to Scout-Dill- Dill is a young boy that Scout and Jem meet in the beginning of the book, he is very small for somebody of his age, he is weak. He doesnt live in Maycomb with Jem and Scout, notwithstanding he shines run through every summer to sink time with them. He is curious.-The Radley Place- The Radley p lace, is where Boo Radley and his family live. They hardly ever go out, except to get the paper. The home of Mr. Nathan Radley, who is unfriendly. Nobody ever goes there.-Stephanie Crawford- Stephanie was the all knowing gossip queen of Maycomb. She knew everyaffair close everything.-Boo Radley- Boo lists form a family of foot-washing Baptists. He used to hang outside the barbershops and go dancing with girls and these things used to be considered as crimes.Since his family was so strict when it comes to religion, his father locked him away(p) in the house in fear of his son going to Hell. Boo (Arthur) is highly misunderstood. Nobody rightfully knows who he is whatever(prenominal)more. In the book, he bequeaths things in a tree diagram diagram for Scout and Jem to find. These were his only means of communication. The children used to describe Boo as a six-foot grandiloquent monster that ate neighborhood cats raw. though none of the things they said were actually true. Boo h as one older brother- Nathanial- who appears as a small role in the book who takes c are of Arthur and almost acts as his father.At the end of the book, when cork Ewell attacks the children, it is Boo who runs out of the Radley House and defends the children by lancinating Mr. Ewell fatally so that the kids could get away with little harm. The sheriff lies to the court round what happened saying that Ewell fell on his own knife, because he knew the court system was unjust and wouldnt understand what really happened.- cast get through Caroline- send packing Caroline is Scouts teacher. She is the teacher Scout hates because she punishes her when she stands up for Walter. Miss Caroline tells Scout to stop reading because she is doin it all wrong. -Walter Cunningham- Walter is a Cunningham.His family is extremely scant(p). On the first twenty-four hours of work, he didnt have his lunch exclusively he didnt accept her quarter because he knew he couldnt pay her back. His family i s grateful for everything they get. Though they will not repay you with money, they can give you their stories, firewood, and other things like that to repay you oer time. Walter comes over to the Finchs house on the first twenty-four hours of school for lunch. He pours molasses over his meat and vege remands. At the sight of what Walter was doing, Scout comments that that isnt normal, but since Walter was a guest, Scout had no right to comment on his eating habits. Calpurnia noticed and scorned her for the incident.-Burris Ewell- Burris Ewell is one of the eight children of bobsleigh Ewell. He had cooties and Miss Caroline sent him away because she was disgusted. He and his family only go toschoolfor the first day every year, then leave, and are very proud of that. The Ewell Family is very ignorant and poor, and their father is awfully mean and the town drunk. Burris (like the rest of his family) is incredibly rude, yet doesnt know how to be any other way. 2. What did Dill dare Jem to do? Touch the Radley House 3. What was Scouts first crime at school? discerning how to read exceptionally well for her age. 4. What was Calpurnias fault? Scout said it wasCampaniasfault that she could write. This also caused trouble for her atschool. Miss Caroline asked Scout to tell her father to stop teaching her. 5. Why did Scout rub Walter Cunninghams nose in the dirt? Scout stood up for Walter in class and tried to inform the Cunningham ways to Miss Caroline. For her explanations, Scout got in more trouble with Miss Caroline, so she took outher revenge on Walter. 6. Scout said, He isnt company, Cal, hes just a Cunningham. What did she mean by that, and what was Cals answer?After commenting on Walters unusual eating habits Scout was sternly talked to by Calpurnia. When Scout commented that hes just a Cunningham, it was base on the fact that in Maycomb. The Cunninghams were not looked upon as common townsfolk because of their poor status. She is just repeating what sh e hears in the community where she lives, and really doesnt mean any harm by it. Campanias reply is somewhat rude. She is quick to correct her. Hush your mouth. Dont matter who they are, anybody sets foot in this houses you company, and dont let me catch you remarking on their ways like you was so high and mightyYou folks might be betters the Cunninghams but it dont count for nothing the way youre disgracing them if you cant act fit toeatat the table you can just set here and eat in the kitchen 7. What two mistakes did Miss Caroline doctor on the first day of school? She offered Walter a quarter to get lunch, and 8. Why didnt the Ewells have to go to school? The Ewells were given special privileges like missing school because their father was extremely poor and spent all his money on alcohol. They had a very dysfunctional and nobody really wanted to get involved with them. * Chapters 4-7 1.What did Scout and Jem find in the Radleys tree? 2 Indian head pennies, a spelling bee meda l, 2 carved dolls, gum, and a watch 2. Identify Mrs. Dubose. An elderly, ill-tempered, racist woman who lives near the Finches. Although Jem believes that Mrs. Dubose is a thoroughly bad woman, Atticus admires her for the courage with which she battles her morphine addiction. At one point they destroy her flower and rose garden and Atticus has the children go over to her house to read to her / spend time with her as punishment. She eventually passes away, and Jem and Scout understand why she was the way she was. . How did Jem get even with Scout for contradicting him about torrid Steams? When it was her turn to ride in the tire, he gave her an extra-hard shove. She ended up intheRiddles front yard. 4. What was the Boo Radley game? It was when Dill, Scout and Jem would act out the stories they heard about Boo Radley. It was a mostly fictional game since there was no proof what so ever that what they were acting out really happened. The would eternally fasten on with Boo (Arthur) getting sentenced to the industrial school but his father not allowing him to go.The climax then always ended with Boo (always played by Jem) stabbing his father (played by Dill) in the leg with a pair of scissors. They played the game until Scout thought that it would offend Boo and made Jem stop. 5. Identify Miss Maudie. Miss Maudie was the nice neighbor who allowed Jem and dill and scout to play on her spacious yard. she is a widow and enjoys working on her garden and baking the kids cake. 6. What does Miss Maudie think of the Radleys? She thinks they have a right to do whatever they want to do as long as they are not botheringanyone else, and she believes they have a right to their privacy . Why do Dill and Jem want to give Boo Radley a note? What does Atticus say when he finds out about their plan? They want to invite him out to play with them they think he might enjoy that. Atticus tellsthe boys to leave ArthurRadleyalone, that if he wanted to be outside, he would. Atticusalso tells them that the proper way to extend the invitation would be at the Radleyfront door instead of putting a note on a fishing pole and sticking that through thewindow. 8. How did Jem lose his pants? What did he find when he went back for them? Jem, Scout and Dill went to look into theRadleyhouse.When they were discovered, they ran. Jemgot caught on the fence, and in an effort to freehimself, he took off his pants andleft them on the fence. When he went back for them, they were mended and folded, sittingon the fence. 9. What else did Jem and Scout find in the Radleys tree? They found a ball of twine, two figures (resembling themselves) carved from soap, and a brokenwatch 10. Why would there be no more surprises in the tree? Because Boos older brother filled the hole in the tree with cement so nothing else could be sent back and off between him and the children.Chapters 8-91. What happened to Miss Maudies house? What was her reaction? Maudies house burnt down. When it happened, she was very upset, but she was calm.2. Identify Cecil Jacobs. Cecil Jacobs is the little boy in the schoolyard that told all the kids Scout Finchs Daddy defends niggers. Scout almost got in a fight with him3. What disaster happened at Christmas between Scout and Francis? Francis was tormenting Scout saying that here pa was a Nigger Lover Scout began to shrug it off because she thought she was too old to fight. But she finally punched Francis.4.What did Scouts Uncle Jack learn from Scout and Atticus? He learned to always listen to both sides of the story from Scout. He learned from Atticus that if a child asks you what something means, always tell them.* Chapters 10-111. What brave thing does Atticus do in Chapter 10? Why are Scout and Jem shocked? Atticusshoots a mad dog. They are shocked because until this day, they think ofAtticus ashaving no real talents or anything to be proud of. He never touched a gun, to their knowledge, and he did not believe in fighting. Thus, they are very surprised to find out aboutOne-Shot Finch.2. What did Jem do when Mrs. Dubose said Atticus lawed for niggers? He took Scouts birthday baton and, waving it madly, cut the tops off of all of Mrs. Duboses camellia bushes.3. What was Jems punishment? He had to read to her. 4. What did Jem learn from his encounter with Mrs. Dubose and following her death? He learned that tribe arent always what they seem, that one cant understand someone elseuntil one has all the facts, and, most importantly, that there is a different kind of couragethan physical courage.* Chapters 12-141. How does Jem change? Jemis growing up. He is trying to make sense of things he sees, trying to be likeAtticus, andtrying to put behind him childish games and youthful pranks. Consequently, he is moodysometimes and occasionally seems to ecclesiastic his authority over Scout. She resents hisnew airs. 2. Identify Lula, Zeebo and Reverend Sykes. Lula was the woman atCalpurniaschurch who made Scout andJemfeel unwelcome. Zeebo,Calsson,makes them feel welcome, as does Reverend Sykes, the preacher at Calpurniaschurch.3. What does Scout learn about Calpurnia? Scout learns thatCalleads a double life. She talks and acts like her black friends and neighborswhen she is with them, and she talks and acts more like white pot when she iswith them. Scout thinks this is interesting and asks to visitCalat her home one day.4. Who was waiting for the children when they came home from the church service? Why had she come? Aunt Alexandra was waiting for them. She had come to stay and help out whileAtticus wouldbe busy with the Robinson trial.5. Aunt Alexandra fitted into the instauration of Maycomb like a hand in a glove, but never into the world of Jem and me. Explain.Alexandra knew all the proper social things to say and do, and she knew a great deal of thehistory of the local families. She joined some clubs and entertained at her home, and generallydid fit right into the towns society. However, Alexandra didnt understand or agreewith the values by whichAtticuswas raising his children. Therefore, she did not understandthe childrens behavior. Because their value systems were different, they were more a lot than not at odds.6. Atticus and Alexandra disagree about how to deal with the children. How does Atticus handle the situation? Atticusmakes the children obey Alexandra, but he lets them know that their kinship withhim will always be the same as it was. He tries to appease Alexandra when he can, buton the major issues, he puts his foot down.7. Describe Jem and Scouts birth through these chapters as Jem matures. Jemand Scout seem to grow apart, but they dont really. They fuss more often than they had, mostly because Scout resentsJemstelling her what to do. Actually, though, they are stillvery close and join forces when their pride is at stake.8. Why did Dill run away from home back to Maycomb?Dill had everything a boy could want, except his parents didnt spend any time with him. He didnt feel like they needed him. He went back to Maycomb because he always saying how much attention Jem and Scout got. He wanted that attention.* Chapters 15-171. What did Mr. Heck Tates mob want? They wanted to make sure that Atticus and Robinson would be alright2. What was the purpose of Walter Cunninghams mob? Cunninghams mob wanted to get to tom turkey Robinson to levytheir ownjustice upon him. If that meant they had to beat upAtticus, they were willing to do that.3. Why did Mr. Cunninghams mob leave? Scout,Jemand Dill arrived on the scene.Scout came forward, and, while making her entranceand looking at at the crowd, she noticed Mr. Cunningham. She identified him and beganspeaking to him on a personal basis, saying she was in his sons class and that he hadcome to lunch. She also reminded him thatAtticushad through some legal work for him. All of these things were said in an innocent conversation to Mr. Cunningham. How could he hurt this man when his kids were right there?4. Ident ify Mr. Dolphus Raymond. Mr. DolphusRaymond was a white man who married a black woman and lived with the blackcommunity. Jemhas heard a story that Mr. Raymond is always drunk. However, welearn later that this is just an act. )5. Identify gobbler Robinson, Mr. Gilmer, Bob Ewell, Mayella Ewell, and Judge Taylor. Tom Robinson supposedly rapedMayellaEwell, BobEwellsdaughter. Mr. Gilmer is the prosecutingattorney. Judge Taylor will be the judge during Toms trial.6. What was the importance of Mayellas bruises being primarily on the right-hand side of her face? Bruises on her right side indicate that a left-handed person inflicted the wounds.* Chapters 18-211. What was Mayellas account of the incident with Tom Robinson? Mayellasaid she asked Tom to come into the yard to break up achiffarobe.When she wentinto the house to get him a nickel, he had followed her in and then he grabbed her aroundthe neck and hit her. He chunked her on the floor an choked her n took advantageof her. Her father came in and was standing over her, and then she fainted.2. What was Toms side of the story? Mayellaasked Tom to come fix the hinges on the door in the house. Mayellahad saved enoughnickels to send all of the kids out for ice cream so she and Tom would be alone. She asked Tom to climb up on a chair to get a box, and as he stood there, she grabbed himaround the legs.When he hopped down off the chair, she jumped on him. She kissed himon the side of the face. Tom wanted out and had to pushMayellaaway from the door. She was not hurt. He ran away before Mr. Ewellcould catch him.3. What was Toms handicap? Why was it important to his circumstance? Toms left arm had been rendered useless in an accident. He could not have bruised Mayellasright side and he more than probably would not have physically been able to forcehimself on a strong, violently resisting young woman.4. What do Dill and Scout learn from Mr. Raymond? Dill and Scout learn that people arent always as they appear to be.They l earn that Mr. Raymond lives as he does because thats simply what he wants to do. Since people could neveraccept that, he gives them a reason to latch onto so they can accept his behavior.5. What were Atticus closing remarks to the instrument panel? He said there was no medical evidence to suggest thatMayellahad been raped, that the onlyevidence was the questionable good word of two witnesses. He painted a picture of Mayellaas a victim of poverty and ignorance, a lonely young woman who tempted and kisseda blackness and then had to get rid of him, the evidence, of her crime against societys unspokenlaws.He tried to remind the jury of Thomas Jeffersons words that all men are createdequal, and that their job as a jury was to give a fair trial to the defendant.6. What was the jurys verdict? Guilty.* Chapters 22-251. Why did Jem cry? He didnt believe that Tom Robinson was guilty because the jury had no real proof. Also, when Tom was convicted, he was amazed that the people he was raise d around and grew up with could be so unjust to a man just because of the color of his skin.2. What was round the back steps when Calpurnia came in on Monday morning? The black community had left all kinds of food forAtticusand his family as a gesture of theirthanks and respect of him for his defending Tom Robinson.3. What was the significance of Maudies two little cakes and one large one? Maudiehad two little cakes for Scout and Dill, butJemgot a slice from the big cake. This wasMaudiessymbolic way of saying she acceptedJemas a young man instead of aboy.4. Describe Bob Ewells meeting with Atticus at the post office. BobEwellwanted to fight withAtticus. Atticusjust said he was too old to fight, and he walkedaway. BobEwellthreatened to get even.5.What is Atticus reaction to Ewells threats? He rationally understands thatEwellis upset, and he allows Mr. Ewellthe right to be upset. However, he does not believe that BobEwellwould actually do any terrible physicalharm to anyone.6. Alexand ra doesnt want Scout playing with Walter Cunningham. Why not? Alexandra thinks theCunninghamsare trash because they dont have the background ofthe Finches.7. Jem said. I think Im beginning to understand why Boo Radleys stayed shut up in the house all this time . . . its because he wants to stay inside. Why does he say that? The world is starting to ook mighty complicated toJem. The jury decision, all the talk aboutsocial class and the business of what exactly background means, and Mr. Raymonds false drinking problem are all weighing on his mind, and hes trying to get thingsall sorted out with nice, neat definitions. He is learning that things in the real world justarent easy to sort-out and understand.8. Mrs. Merriweather of the missionary circle complains about her cooks and field hands. What does that tell us about her? As a member of the missionary circle, she is very touch about the personal welfare ofmany Africans, but in her own back yard, Mrs. Merriweatheris as prejudiced as she canbe.9. What happened to Tom Robinson? Tom was throw when he tried to escape from prison.10. What more do we learn about Alexandra after Atticus and Calpurnia leave? Alexandra is given a more go temper in this section. We see clearly for the first timethat she loves and is concerned for her brother. We see her take the news of Toms deathwith great difficulty, yet she gathers herself together and carries on with her guests. She seems a bit more human and a bitmore noblethan she has been painted prior to this.11. What did Mr. Underwoods editorial say?Alexandra is given a more rounded personality in this section. We see clearly for the first timethat she loves and is concerned for her brother. We see her take the news of Toms deathwith great difficulty, yet she gathers herself together and carries on with her guests. She seems a bit more human and a bitmore noblethan she has been painted prior to this.* Chapters 26-311. What was Scouts fantasy regarding Arthur (Boo) Radley?2 . What did Scout hear Miss furnish say at the courthouse? In class, Miss Gates said, Thats the difference between America and Germany. We are a democracy and Germany is a dictatorship. . . We dont believe in persecuting anybody. Persecution comes from people who are prejudiced. What does this tell us about Miss Gates?3. What happened to Judge Taylor?4. What happened to Helen Robinson?5. What was Scouts part in the pageant? She was a ham6. Why did Scout and Jem not leave the school until almost everyone else had gone?7. What happened to Jem and Scout on the way home from the pageant? Mr. Bob Ewell attacked the kids with a switchblade.8. Who saved Jem and Scout? Who killed Bob Ewell? Boo Radley saw what was happening and grabbed the kitchen knife. He ran out and stabbed Ewell to death9. Why did Heck Tate insist that Bob Ewell fell on his own knife? Because if people found out that Boo did it, they would never leave him alone, nor would they understand why he did it.10. Scout arrange d things so that if Miss Stephanie Crawford was watching from her upstairs window, she would see Arthur Radley escorting her down the sidewalk, as any military personnel would do. Why did she do that?11. As Scout leaves the Radley porch, she looks out at the neighborhood and recounts the events of the last few years from the Radleys perspective. Why

Profit

1. a. The total explicit cost is $793,000($970,000-$177,000). The total implicit cost is $190,000($175,000+. 15X$100,000). The total economic costs is $983,000($793,000+$190,000). b. The accounting profit in 2010 is $177,000($970,000-$793,000) c. The economic profit in 2010 is $-13,000($970,000-$793,000-$190,000). d. The owner should not leave his contemplate because the economic profit is negative, which means he bequeath earn slight if he does his own business. 2. a.The type of agency problem that is involved here is principal-agent problem. Marriott wants to maintain a certain level of quality at all of its hotels, but in order to do that it would require capital investment by franchisees. By investing in the hotels, the franchisees are losing profits. b. I believe that Marriott commands to worry somewhat the quality of all the hotels whether they are owned or franchised. In order to keep customers satisfied and coming back to stay at a Marriott they need to keep a good reput ation. c.Marriott would tend to own its hotels in resort areas because the people volition be more focused on the quality and bread and butter of the hotel itself. By Marriott providing good quality in resort areas it volition help them gain more business in downtown areas due to the customers previous ascertain. In downtown areas it is also more difficult to find a high quality hotel. If people do not have a good experience at a Marriott then the next time they need to stay in a hotel they will travel further down the street to a different hotel due to the poor quality of the previous Marriott stay.The reputation of the Marriott depends highly on how much business it will have. A good reputation will lead to great profits. 3. a. I would expect the price of booze-colored to decrease as well. b. I would expect the price of wine to decrease because the quantity requisiteed for wine will increase. c. I would expect the price of wine to decrease as well because the quantity demand ed will increase due to people having a job and making more money. d. I would expect the price of wine to decrease.A rise in the price of cheese will decrease demand for cheese, which should decrease demand for wine which in turn will decrease the price for wine. e. I would expect the price of wine to increase due to the increase in prices of the wine bottles. f. I would expect the price of wine to decrease since it will be cheaper to produce. g. I would expect the price of wine to decrease. h. Since older people drink less wine, demand would be falling in this case. As a result, the price would decrease. 4. a. 5.I believe that the equilibrium price of products gaining a presence on the Internet will increase because the quantity demanded will be higher and the equilibrium output will also increase. Since it will be new to the internet the demand will increase which will make the price increase as well. 6. MC=MR 1000-10P=40P 50P=1000 P= 1000/50 P=20 units (reduction of pollution uni ts) 7. a. MB=MC MC is w=200 and MB from hiring a second worker is MB(2)=(30-20)X25=250 TB=(50-20)X25-(200X2)=750-400=350 The firm will hire two guards. b.The benefit from the rootage guard is B(1)=(50-30)X25=20X25=500. The maximum payment to the first guard the firm will be willing to pay is $500. c. MC=200 MB(4)=(14-8)x50=6X50=300 TB=(50-8)X50-(4X200)=1300 thence the firm should hire 4 guards. 8. a. Price=MC 70=40+0. 005Q Q=6000 The MR for each unit of output is the same at $70. b. TR=70X6000=$420,000 TC=10,000+(40X6000)+(0. 0025X(6000)2)=$340,000 Total win=$420,000-$340,000=$80,000 c. MR=MC therefore providing one more unit of output will earn $70 and cost $70 so there would be no profit.

Trebuchet Lab

Objective * To determine the how changing the throwing arm length and/or the counterweight smoke affects the surpass and direction that a can is thrown by a trebuchet. Trebuchet Test Results Our trebuchet had some technical and engineering damage and it did not worked properly. When we reared the sauce can, it moved in opposite direction (away from the target). In the other hand, when we tried it in previous moments it did worked. Design Drawing of your trebuchet Questions and analysis 1. Did your trebuchet worked correctly? If so, what was the maximum length achieved?If not, why did it fail? It failed because the materials were damaged. The rope that attached one end of the throwing arm with the counterweight was damaged. This did not let the throwing arm to complete it cycle, to the can was launched before it was hypothetical to and the can moved backward. Also, the throwing arm was too loose and it moved from one side to the other side. 2. How might you measure the maximum he ight your trebuchet could launch the can? You might you measure the maximum height your trebuchet could launch the can using a reference point.Watching which was the highest point that the can reached and measure the surpass from it. 3. What simple machine is the throwing arm? The throwing arm is a lever and a lever a long stick that you push or pull against a fulcrum to move something. 4. What drawback and gains does the trebuchet have in battle? Some drawbacks and advantages of the trebuchet in battle are that it helped to throw heavy things at enemies, have greater range capability and greater accuracy than the catapult, it launch reject at a higher speed and its power is the counterweight. . How might you measure the maximum distance your trebuchet could launch? You might measure the maximum distance the trebuchet can launch the can by performing many trials, measuring and arranging the different distances. The largest distance is the maximum distance your trebuchet could la unch a can. 6. What component makes the majority of a trebuchet? The component that makes the majority of the trebuchet is the body-build because is supports the other components such as the throwing arm and the counter weight. . What is used to power the trebuchet? What is used to power the trebuchet is the counterweight because it is what pulls the throwing arm. 8. What is the butt that is thrown called? The object that is thrown is the projectile. 9. Compare and contrast the trebuchet and the catapult. * A trebuchet is a catapult that uses a counterweight to supply the energy for throwing. * Catapults are any gismo that throws an object. * The trebuchet has greater range capability and greater accuracy than the catapult. Both are used to throw an object, a large distance. * The trebuchet launch an object at a higher speed than the catapult and its power is the counterweight. 10. How does the placement of a bowling pin point on the arm affect the automatonlike advantage of th e trebuchet? The higher you place the pivot point on the arm, the higher the object will go. The lower you place it the lower the object will go. 11. What should the mechanical advantage be for optimal throwing distance?The power into and out of the arm must be the same, so forces applied to points farther from the pivot must be less than when applied to points closer in. 12. What should the mass of the counterweight be for optimal throwing distance? The mass of the counterweight must be much greater than that mass of the object. 13. What should the length of the sling be for optimal throwing distance? Long slings have a humbleer angle of release, short sling have a big angle of release. 14. How is the throwing accuracy affected by the above mentioned factors? Mechanical advantage- The power into and out of the arm must be the same, so forces applied to points farther from the pivot must be less than when applied to points closer in. Otherwise, the object would not reach the targe t. * Mass of the counterweight- The mass have to be the correct one, a small mass would not power the trebuchet and an extremely large mass will change the direction of the can trajectory. * Length of the sling- Long slings has a small angle of release, so the can will reach a short distance.

All-New Bmw 3-Series Features Aggressive Pricing Strategies

Many Option Prices Stay the Same Despite Improvements Better than the vanquish model in every way, the all-new BMW 3-Series wont increase much in price when it goes on sale later this month. The 2006 325i will start at $30,995, only $1,695 more than the 2005 model, despite featuring an entirely new design, upgraded 3. 0-liter inline six-cylinder engine that now makes 215-horse proponent compared to the 2005 models 184-horsepower rating, a new six-speed self-loading transmission with manual mode, enhanced chassis engineering and steering geometry, totally revised interior, and more.The top-line 330i is improved too, featuring all of the 325is upgrades plus an all-new 3. 0-liter engine that produces 255-horsepower compared to the outgoing models 225-horsepower rating, while torque is up from 214 lb-ft in the current motorcar to 220 lb-ft. Like the 325i, the 330is base price will rise when it goes on sale, but only by $1,295 to $36,995. Both new engines are the first in large-scale s eries production to incorporate magnesium as a main component, a alloy that is 30 percent lighter than aluminum. The engines are also the first six-cylinders in the BMW family to make use of Valvetronic, the brands variable valve timing system.Other option groups include the $2,200 gliding package, up $400 from last years navigation system, but now featuring integrated voice recognition for hands free actuation of ancillary functions. A Cold Weather package, at $1,000, the same price as last years version, adds a ski bag, fold down rear clothebacks, heated expect seats and retractable headlight washers. A Premium package, available on both models, is priced at $2,900 in the new 325i compared to $2,300 in the outgoing car. It features the same power glass sunroof, slash covered 8-way power front seats and drivers side emory, and Harmon/Kardon LOGIC7 audio system. The new model also features power folding mirrors in bountifulness guise. The Premium package for the 330i is priced the same as last years version, at $2,200, and features everything that is available on the 325i Premium package, less the power seats with drivers side memory, which deal standard on the 330i. Other Premium features include a universal garage door opener, auto dimming exterior mirrors, drivers seat lumbar support, a cover in the mirror, Dakota leather seats and trim replace Montana leather seats and trim, and a Harmon/Kardon LOGIC7 audio system.The 2006 3-Series is also available with a Sport package, conscionable like the 2005 model. At $1,600, it is $200 more expensive than the outgoing cars, and continues forward with updated versions of the same features, such as sport seats with electrically adjustable seat width, a 3-spoke leather-wrapped steering wheel and 17-inch alloy wheels, plus a sport suspension. The only difference, feature to feature, is the addition of performance-oriented run-flat tires. The price of the 330is Sport package has increased from $1,400 in 2005 mod el year vehicles to $1,600 in 2006, and also features the new run-flat tires.Other stand-alone options dont rise in price much either, and in the case of the new 6-speed automatic transmissions extra forward gear, offer major improvements in design and engineering. That transmission only goes up by $225 at $1,500 compared to the 2005 models $1,275 optional gearbox, while the Dakota premium leather upgrade will cost $1,450, the same price as the 2005 cars Montana leather package. Park distance control is once again $350, while argentiferous paint remains a $475 option.New for 2006 will be adaptive headlights, which point a set of bulbs in the direction the car is turning, active sheet control at $2,200, which will automatically slow the 3-Series down when approaching a slower vehicle, and active steering, a $1,250 feature that essentially adapts the steering balance to vehicle speed, but its electric-motor-assisted, planetary-gear-motivated rack-and-pinion system is much more sophi sticated than conventional speed sensitive steering counterparts, common to luxury cars of all stripes. Steering chemical reaction to input is much quicker than any other car, at about 1. turns lock to lock, making maneuvering into, around and out of tight spaces such as put lots incredibly easy. To put this in perspective, most cars need about twice that amount to turn the wheel from full left to full right, or about 3. 5 turns lock to lock. The reason for this is so steering input isnt too direct at high speeds. At 1. 7 turns a car traveling at highway speeds would simply dart off the road with minimal input, not a good thing. Active Steering, however, electronically and mechanically adjusts the proportionality to about 4 turns lock to lock when velocities demand.Both the 325i and 330i will be available with BMWs xDrive all-wheel-drive system in October, which is when the new 3-Series Touring, a sports wagon derivative, will scram in dealerships. While there is no word on pric ing for the 325xi or the Touring version, expect each models final window sticker to remain coating to 2005 levels, if the pricing of sedan models is any indication. BMWs aggressive pricing strategy will help it maintain leadership in the compact premium class, a military posture it has enjoyed since the first 3-Series debuted in 1977.

Company Law Essay – Cavendish University Law Lecturers Notes

DEFINITION OF COMPANY The Companies defend out Cap 110 definition scratch states that fellowship means a political party formed and archivesed at a lower place the motion or an existing high society. The companies operate does non sufficiently define what a c every last(predicate)er-up is plainly authors defecate developed a definition of a smart set. Professor David Bakibinga in his book lodge right in Uganda at page 2 defines a comp all as an artificial licit entity demote and distinct from its divisions or roleholders. This legal someone is distinguishable from natural constitution.Natural persons be born by natural people/persons and their lives end at death, artificial persons (corporations) are created by law and their existence is ended by the law. The possession of a legal genius implies that a fellowship is capable of enjoying rights and being dependant to duties, separately from its extremitys. As an artificial legal person, a confederation is capable of the following- * It has an existence separate from that of the members and as such(prenominal)- * It has its own key out by which it is recognised. It provide own its own place ie assets like buildings, land, believe accounts. and so forth* It feces sue or be sued in its own recognize. * Even if a member or totally the members die, the go with result still remain in existence, in different words it has perpetual succession. * It can borrow m one and unaccompanied(a)y in its own agnomen and use its assets as security and it give be responsible for stipendiary back such debts.. * It can employ its own employees, including its members or shareholders. i) This principle of legal record was first distinctly articulated in the British dwelling of Lords Judgment in the matter of Salomon Vs.Salmon & Comp some(prenominal) Limited (1897) AC 22 At the court of first instance and appeal court, it was held That thitherfore the conjunction was a legal entity capable o f a separate existence and apt(p) to relent its own debts, and Salomon was non personally liable to pay the debts of the fraternity. ii) That a participation is at law a different person altogether from the subscribers although it may be that after incorporation, the furrow is ex travelly the very(prenominal) as was before, the same persons are the adult maleagers, and the same hands receive the benefits.TYPES OF COMPANIES. Under the Companies Act, proviso is make for two major types of registered Companies, which can be lawfully formed in Uganda. Principally these can be further divided into 2 broad categories. 1. Private phoner. 2. Public companionship. PRIVATE COMPANIES The Companies Act defines a private attach to as * A Comp all, which by its articles restricts the rights to modify shares of the come with. * Secondly, it coiffes the number of its members to 50 including past and pre direct employees of the follow who are shareholders. Thirdly, a private part nership prohibits any invitations to the public to subscribe for any shares or debentures of the company (investments in the company). * Here the mandatory minimum number of members is 2 people. This military strength was laid down in the deterrent example of LUTAYA Vs. GANDESHA (1987) HCB 49 in which a man and his wife formed a private company and of the 1500 shares of the company, the wife held only 2 shares. This position was too stated in the case of Salomon Vs. Salomon & Co (1897) AC 22.The second person needed may not be an independent person. He could be the nominee of the first person. Where a private Company does not comply with these requirements, it loses exemptions and privileges conferred on a private company. This failure can only be remedied upon showing court that it was ca employ by accident or inadvertence or some opposite sufficient cause. Under the Companies Act, Companies in Uganda can likewise be further divided into * Limited by shares * Limited by ascert ain * Un check companies (a) A company limited by shares.This is a company where the members enjoy limited liability. This means that in case of nothingness up of the company if the companys assets are unable to meet the companys debts, thus the members pass on only be liable to chair to the debts of the company only such meters as a member may not stir paid for the shares they bought. i,e. , a member pass on only be required to pay the balance that he did not pay on the shares he bought. Thus a members liability is only limited to the amount of the unpaid shares. a) A Company limited by guarantee This is one where the liability of its members is limited to such amount as the members may fuck off nether consequencen to contribute to the companys assets in the event of its wind instrument up. This guarantee essential be uttered in the memorandum of familiarity. i. e. thither moldiness(prenominal)iness be an state statement/ chthonictaking by the subscribers / members that the members guarantee that they depart pay a specified amount of outstanding if in the event of winding up of the company, if the companys assets are not sufficient to meet its debts. b) An unlimited company This is a company in which there is no limit on the liability of the members. This means that in the event of winding up, the members are liable to contribute silver sufficient to cover all the 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 COMPANIESThe minimum required number for public companies is 7 and it goes up to infinity in early(a) words there is no limit as to the maximum number of members a public company can have. A public company should be a limited liability company. Its register of linkup must state that it is to be a public company. Its registered progress to normally ends with the words public limited company (plc). A Company, which has obtained registration as a public company, its original security measures of incorporation or subsequent ertificate of registration issued by the registrar must state that it is a public company. carteet between Private and Public Companies A public company A private Company 1. Minimum of 7 members. For such company to do clientele there must be a minimum of at to the lowest degree 7 members. Where the company continues to do chore when the number of members has fallen under the legal minimum, therefore this is a ground for the winding up of the company. (Winding up is the process of putting the companys existence to an end. ) 2.No maximum limit of members. 3. There must be a minimum of two directors 4. Cannot commence business until and unless(prenominal) it obtains a certificate of calling/certificate of commencement of business, in accession to a certificate of incorporation. 5. Must hold a statutory shock between l & 3 months from the date of commencement of business. Directors are required under the law to charge up a statutory report to every member within 14 days to the date of the brush. Such report must as well as be sent the registrar of companies. 1. Minimum of two members For such company to do business there must be a minimum of at least 2 members. Where the company continues to do business when the number of members has fallen below the legal minimum, then this is a ground for the- winding up of the company. 2. The maximum number of members is 50 3. Only one director can suffice 4. Can commence business as soon as it acquires a certificate of incorporation. 5. No statutory meeting is required of such companies. HOLDING AND SUBSIDIARY COMPANIES.A ancillary company is one that is discoverled by an some other company called a holding company or its parent (or the parent company). The holding company is ther efore one that controls another, and its memorandum must give it plys to do so. The most common way that control of a subsidiary is achieved, is through with(predicate) the ownership of majority shares in the subsidiary by the parent Examples declare holding companies such as MTN (Uganda) is a subsidiary of MTN (South Africa), Stanbic wedge Uganda is a subsidiary of Standard Bank (South Africa FORMATION/ REGISTRATION PROCESS.A company is formed by registering it with the Registrar of Companies and obtaining a certificate of incorporation. The registration process goes through the following steps- 1. RESERVATION OF THE COMPANY NAME. The promoters must choose a name of their choice and then make an application to the registrar of companies to reserve the name for their company.The name should not be identical with that of an existing company or so nearly resemble it as to be calculated to deceive, it should not similarly Contains the words chamber of commerce nevertheless wher e 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 nature. If the registrar is satisfied that the name meets the above requirements, he will approve and reserve the name, the company must then register within 60 days.Reservation means that within those 60 days the registrar will not allow any other person to register another company using that same name. To guard a polish falsest the possibility of a negative reply from the Registrar, promoters must have in mind one or more suitable alternatives. Once a company has secured registration in a particular name it secures a virtual monopoly of corporate meetivity under that name. In case the Registrar inadvertently approves a name which by law is not adequate, then the new company may change its name within 6 months.A company may change its name by special resolution and with the written approval of th e Registrar. Where the Registrar refuses to register a name without good occasion, 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 flirt. 2. introduction 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. * record of Association Articles of Association * A statement of nominal capital * A statutory declaration of compliance. * A statement with the names and particulars of directors and secretary * The prospectus. * The entry of Association of the company. The memorandum of draw is the most important of all the company documents because it contains the powers of the company, it describes the company and the nature of processivities that the company is allow to do or engage in. * Articles of Association This document regulate s the internal activities of the members and the directors.It contains in composition on, management, who will be the directors of the company, who will be the managing director, secretary, employment of the board of directors, capabilitys of directors, the prexy of the board, meetings (how meetings of the company should be called and conducted), the classes and rights of shareholders, conveyancing of shares , borrowing powers of the company, its properties, control of the company pay, dividends/profits and how they should be distributed auditing of books, the company seal and how it should be used etc * Declaration of complianceThis is a statement declaring that all the necessary requirements of the Companies Act with regard to the formation of the company have been duly complied with and that the directors agree to continue complying with them. * A statement of nominal capital This is a statement which shows the capital with which the company is starting with. ie the initial capital of the company. * List of names and particulars of Directors and Company Secretary This document contains the details of the names, age, addresses, occupations of the directors and company secretary of the company.It should also contain an undertaking by the directors to take and pay for the qualification shares if any that such persons may be required to acquire. * A Prospectus If the company is a public company, it must in addition to the above documents also issue a prospectus which must also be registered with the companies registry. It is a document setting forth the nature and ends of a company and inviting the public to subscribe for shares in the company.It sets out the number of the founders/management, the share qualification of directors, names, description and addresses of directors, the shares offered to the public for subscription, property acquired by the company, the auditors, etc. The purpose of the prospectus is to leave behind the essential information a bout the position of a company when it is launched so that those interested in investing in it can properly assess the risk of exposure of investment. 3. PAYMENT OF STAMP DUTY AND REGISTRATION FEES.The registrar will then assess how much(prenominal) duty is to be paid on registration of that company it is sassed basing on the capital that the company is starting with, the more the capital the greater the stamp duty. Registration fees are also paid. 4. ISSUANCE OF A CERTIFICATE OF INCORPORATION. by and by all these requirements, a certificate of registration is issued if the Registrar is satisfied. THE MEMORANDUM & ARTICLES OF ASSOCIATION OF A COMPANY. The memorandum of AssociationThe Memorandum of Association of a company, which is required to be registered for purposes of incorporation, is regarded as the 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 hav e 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. A statement to the nature of the company (Whether private or public). 6. The amount of share capital and division thereof into shares of a fixed amount. In addition, the memorandum must state the names, address and descriptions of the subscribers thereof who must be at least two for a private company and seven for a public company. 1. The name.The name of the company should be indicated and if it is a limited company, it should have the word limited at the end eg Stanbic Bank Uganda Ltd. 2. Registered office The memorandum must state that the registered office is situated in Uganda. Howev er, the actual address must be communicated to the Registrar of Companies within 14 days of the date of incorporation or from the date it commences business by registration of a company form called Notice of situation of registered office of the company, this form will indicate the conduct fixing of the company eg plot 8 industrial area Kampala. . The objects clause This sets out the principle activities the company has been merged to pursue. For example trading in general merchandise, carrying on business of wholesalers and retail traders of all airtime cards, mobile phones and all phone accessories, carrying on the business of mobile capital instruments etc. The objects must be lawful and should accommodate all the activities which the company is likely to pursue.The objects or powers of the company as laid down in the memorandum or implied there from determine what the company can do. Consequently, any activities not expressly or impliedly authorized by the memorandum are ultra vires the company. The ultra vires precept restricts an incorporated company under the Companies Act to the purse only the objects outlined in its registered Memorandum of Association. The doctrine of ultra vires is illustrated in the case of ASHBURY rail line 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 bodily structure of a railway in Beligium, later on the company repudiated this agreement and did not in truth provide the finance, the defendant sued the company for breach of tweet, the company in its defense argued that financing railway construction was not one of the activities it was authorized to do, it was held that indeed such an act was beyond the powers of the company and such an ultra vires stupefy was void and un enforceable.To evade this restrictive interpretation of the objects clause, draft smen inserted words as and to do all such other acts and things as the company deems incidental or tributary to the attainment of these objects or any of them. In BELL HOUSES LTD -VS-CITY WALL PROPERTIES LTD (1966) 2 QB 656, a company was formed to carry on the business of worldwide civic 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 c at a timerns, 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 i mplied in the Memorandum of Association.For example, in the case of FERGUSON V WILSON (1866) 2CH. A 277, a power to appoint agents and engage employees was implied in the Memorandum of Association. This is only sensible because a company as a fictitious person can only croak through agents and employees and therefore if such a power was not implied, then the company could not function at all. Similarly in GENERAL auctioneer ESTATES & MONETARY CO. V. SMITH (1891) 3CH 432, the court implied powers of borrowing money and giving security for loans. Subsequent cases have also adopted this position.In NEWSTEAD (INSPECTION OF TAXES) V FROST (1978)1 WLR 441 AT knave 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 discernible CANDLE CO (1976), the court implied a power of paying gratuities to employees. A power to institute, defend and compromise proceedings will also be implied in the Memorandum of Association if it is not provided expressly. Courts at times imply powers because the particular nature of the companys undertaking demands it.In EVANS, (1921) I CII. 359. The court observed that a company formed to manufacture chemicals had powers to make grants to Universities and other scientific institutions to facilitate scientific research and training scientists although it may not obtain any immediate financial benefit from the venture. so 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 the exercise of the power (see Evans, (above). However, though the Court may imply these powers in the Memorandum of Association, its better practice to expressly state them. This is only sensible because- * The company often needs powers which the courts have not ruled that they can be implied and therefore the company can only obtain them by express provisions in the Memorandum of Association, (e. g. the power to spoil a share from another company though recognized under the Act has not yet been implied). To avoid uncertainties or expenses of litigation, it is safer to insert them expressly in the memorandum of association. 4. The liability of members The memorandum of a company limited by shares or by guarantee should indicate that the liability of members is limited. With respect to a company limited shares, the liability of a member is the amount, if any, unpaid on his shares. With regard to the liability of a member of a company limited by guarantee, this is limited to the amount he undertook to contribute to the assets of the company in the event of winding up.A company may also be registered with unlimited liab ility. In such a situation, the members liability is unlimited and in cases the company does not have sufficient credit to pay its creditors, then the shareholders personal property may be encroached on to pay the companys debts.. 5. Share capital (clause) The memorandum requires that a company having a share capital must state the amount of share capital with which the company is to be registered and that such capital is divisible into shares of a fixed amount.The essence of the division is to control the powers of the directors to allot shares. The law does not visit the value but they are usually small amounts to encourage people to hold as many shares as possible. The amount of capital with which a company is to be registered and the amount into which it is to be divided are matters to be decided upon by the promoters and will be determined by the needs of the company and finance available. For example if a company has its initial share capital/ startup capital of 5,000,000 it can divide this into 100 shares of 50,000 each.So of s member subscribes for 50 shares, he will contribute 2,500,000/= . ARTICLES OF ASSOCIATION The Articles of Association contains regulations for managing the internal af modal(a)s of the company i. e. the business of the company. They are applied and interpreted subject to the memorandum of association in that they cannot confer wider powers on the company than those 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 board of directors, qualifications of directors, the, the classes and rights of shareholders, transfer of shares , , auditing of books, Contents of the Articles * The board of directors (management) and how they will be appointed, their qualifications, how they can resign or be removed from office. * The chairman of the board. * The managing director and how he will be appointed. * Secretary and his appointment. eetings (how meetings of the company should be called and conducted and the required quorum/ number of members that must be present to conduct a well-grounded 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 Com panies Act contains a standard form of articles (table A) which applies to companies limited by shares.These regulate the company unless it has its own special articles which totally or partially relegate table A. The advantages of statutory model articles are * That legal drafting of special articles is reduced to a minimum since even special articles usually incorporate much of the text of the model. * There is flexibility since any company can adopt the model selectively or with modifications and include in its articles special articles adapted to its needs. interpretation OF ARTICLES AND MEMORANDUM OF ASSOCIATIONThe Memorandum of Association is the basic law or constitution of the company and the articles are subordinate to the Memorandum of Association. It follows therefore that if there is a conflict, the Memorandum of Association prevails. In other words if there is a contradiction between the provisions of the memorandum and the provisions of the articles of association, t hen the provisions of the memorandum will be followed and those provisions in the articles which are contradicting the memorandum will be void and of no effect.If there is no conflict, the Memorandum of Association and articles must be read together and any ambiguity or uncertainty in either can be removed by the other CONSEQUENCES OF INCORPORATION The constitutional 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 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 expound as an artificial person in contrast with a human being-a natural person. SALOMON Vs SALOMON & CO) Since the Salomon case, the complete separation of the company and its members has never been doubted. It is from this fundamental attribute of separate personality that most of the partic ular advantages of incorporation spring and these are 1. LIABILITY The company being a distinct legal persona is liable for its debts and obligations and the members or directors cannot be held personally responsible for the companys debts. It follows that the companys creditors can only sue the company and not the shareholders.In in the case of Salomon V Salomon (1897), creditors of the company sought-after(a) to have Solomon a managing director of the company personally liable for the debts of the company but court held that the company and Solomon were two different persons and that the company as a legal person is liable for its own debts and Solomon a managing director could not be held personally responsible for the debts of the company. In the Ugandan case of Sentamu v UCB (1983) HCB 59, it was held that individual members of the company are not liable for the companys debts.The liability of the members or shareholders of the company is limited to the amount remaining unpaid on the shares. For instance, where a shareholder has been allotted 50 shares at Shs. 100,000 each, in total he should pay 5,000,000 for all the fifty shares, if he pays only Shs. 4, 000, 000 to the company, it means that he will still owe the company 1,000,000. This is what is called uncalled capital. The company may call on him to pay it any time. If that does not happen, then at the time of winding up the company, he will be required to pay the Shs. 1, 000, 000.In the case of a company limited by guarantee, each member is liable to contribute a specific amount to the assets of the company and their liability is limited to the amount they have guaranteed to contribute. If the company has unlimited liability, the members liability to contribute is unlimited and their personal property can be looked at to discharge the company creditors but that is only after utilizing the companys money and it is not enough to pay all the debts. 2. PROPERTY An incorporated company is able to own pro perty separately from its members.Thus, the members cannot claim an interest or interfere with the company property for their personal gain/benefit. Thus, one of the advantages of incorporation (corporate personality) is that it enables the property of the company to be trimly, distinguished from that of the members. In the case of MACAURA Vs NORTH ASSURANCE CO. (1925) AC (see page 3 for facts). In that case Lord Buckmaster of the House in Lords held that no shareholder has a right to any item of the property of the company, even if he holds all the shares in the company.In the case of Hindu Dispensary Zanzibar v N. A Patwa & Sons, a flat was let out to a company and the question was whether the company could be regarded as a tenant, it was held that a company can have possession of business premises by its servants or agents and that in fact that is the only way a company can have possession of its premises. 3. LEGAL PROCEEDINGS As a legal person, a company can take action to enfo rce its legal rights or be sued for breach of its duties in the courts of law.If it the company being sued, then it should be sued in its registered name, if a wrong or incorrect name is used, the case will be dismissed from court for example in the case of Denis Njemanze V Shell B. P Port Harcourt, the plaintiff sued a company called Shell B. P Port Harcourt which was a 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 case.In the case of Wani V Uganda Timber, 1972 HCB the plaintiff applied for a warrant of arrest against a managing director of a company instead of suing the company, chief justice Kiwanoka held that a managing director of a company is not the company and cannot be sued personally, that if there is a case against the company then the company is the right pa rty 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 prospicienter wants to be a shareholder in a company, he will simply transfer his shares to someone else and to company will continue to exist. The only way a company can come to an end is by winding up, striking it off the register of companies or through amalgamation and reconstruction as provided by the Companies Act.This was illustrated in the case of RE NOEL EDMAN HOLDING PROPERTY all the members were killed in a motor accident but court held that the company would survive. Thus, this perpetual succession gives the certainty required in the commercial world even when ownership of shares changes there is no effect on the performance of the company and no disruption in the company business. 5. TRANSFER OF SHARES A share constitutes an item of property, which is freely transferable, except in the case of private companies.When shares are transferred, the person who transfers ceases to be a shareholder and the person to whom they are transferred becomes the shareholder. In private companies, there is a childbed on the transfer of shares for example one may not transfer his shares except to an existing member or shareholder, and not to an outsider. This is essential and is in any event desirable if such a company is to retain its character of an incorporated private company. 6. BORROWINGA 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 other assets as security, the security/ charge will then float over those assets, in case the company defaults on payment, the charge can settle on one or all of those assets and the bank/creditor of the company can sell those assets to recover their money.It is called a floating charge because it floats like a cloud over 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 potty with those assets even to dispose them off in the usual line of descent of business. 6. CAPACITY TO CONTRACT. On incorporation, a company can enter into any contract with ordinal parties. In the case of Lee V Lee & publicise Farming Co. Ltd (1961) A. C 12, it was held that a company was it is incorporated it has talent to employ servants, even the shareholders.THE ULTRA VIRES DOCTRINE. a) Meaning of ultra vires. The object clause of the memorandum of association of a company contains the object for which the company is formed. An act of a company must not be beyond the object clause otherwise it will be ultra vires. The expression ultra vires means beyond powers, therefore an act or transaction that is beyond the powers of the company as stated in the objects clause of the memorandum is an ultra vires act or transaction, such an act that is ultra vires is void and cannot be validate by the company.Sometimes the term ultra vires is also used to describe a situation where the directors of a company have exceeded the powers delegated to them, where a company exceeds the powers conferred upon it by its memorandum of association, it is not bound by it because it lacks the capacity to incur responsibility for that action, but when the directors of a company exceed the powers delegated to them, the company in a general meeting may choose to ratify their act or omission. b) Distinction from illegality.An ultra vire s 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 doctrine. The doctrine of ultra vires was developed to protect the investors and creditors of the company.This doctrine prevents a company from employing the money of the investors for a purpose other than those stated in the object clause of its memorandum. Thus the investors of the company are assured that their money will not be use 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 fo r payment are not dissipated in unauthorized activities. ) Establishment of the doctrine. The doctrine was established firmly in 1875 by the House of Lords in the case of ASHBURY RAILWAY CARRIAGE CO. LTD VS. RICHE (1875). A company which was not authorized by its memorandum of association to lend money or finance any activity made an agreement with the defendant to provide him with finance for the construction of a railway in Beligium, the directors made this ultra vires contract on behalf the company but subsequently the company ratified this contract in a meeting. ater on the company repudiated this agreement and did not actually provide the finances, the defendant sued the company for breach of contract, the company in its defense argued that financing railway construction was not one of the activities it was authorized to do. It was held that indeed such an act was beyond the powers of the company and such an ultra vires contract was void and could not be enforced against the co mpany.Court also held that an ultra vires contract cannot even be ratified by the company and that the subsequent act of the company purporting to ratify this contract in a meeting was void, court emphasized that an ultra vires contract is void and cannot even be ratified by a unanimous decision of all the members of a company. In that case, the HOL expressed the view that a company incorporated under the Companies Act had power to do only those things which are authorized by its object clause and nything outside that is ultra vires and cannot be ratified by the company. Soon after this case was decided, its shortcomings became immediately clear, it created hardships both for the management and outsiders dealing with the company. The activities of the management of the company were subjected to strict restrictions, at every step of transacting the business of the company management was required to ascertain whether the acts which were sought to be done were covered by the object cla use of its memorandum of association.The business men mind this unduly restricted the frequency and ease of business, if the act was not covered by the memorandum, it would mean having to alter the object clause to add that activity and novelty of the memorandum required a lengthy procedure. Later in 1972, in England this doctrine was modified, and subsequently the courts have developed top dogs to reduce the rigors of the doctrine of ultra vires. They include the following. 1. Powers implied by statute.According to this principal, a company has powers to do an act or exercise a power which has been conferred on it by the companies Act or any other Act of Parliament even if such act is not covered by the object clause in the memorandum of association. 2. The principal of implied and incidental powers. This principal was established in the case of ATTORNEY GENERAL V GREAT EASTERN RAILWAY CO (1880) 5 AC 473, in this case the HOL substantiate the principal laid down in the earlier case of ASHBURY RAILWAY CARRIAGE CO. LTD VS.RICHE (1875) but made a slight departure and held that the doctrine of ultra vires ought to be reasonably and not unreasonably understood and applied. Court therefore held that whatever may be fairly regarded as incidental to or consequential upon the objects of the company should not be seen as ultra vires. That case therefore led to a clear conclusion that that a company incorporated under the companies act has power to carry out the objects set out in its memorandum and also everything that is reasonably necessary to enable it carry out those objects. ) Ascertainment of the ultravires doctrine. An act is therefore intra vires (within the powers) the company if * It is stated in the object clause of the memorandum of association of that company. * It is authorized by the Companies Act or by any other Act of parliament. * If it is incidental to the main objects of the company or reasonably necessary to enable it carry out those objects. In the case of ATTORNEY GENERAL V. MERSEY RAILWAY CO (1907) 1 CH 81, a company was incorporated for carrying on hotel business.It entered into a contract with a tertiary party for the purchasing of piece 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 a hotel business can purchase furniture or hire servants and maintain an omnibus to attend at the railway station to take or receive the intending guests to the hotel because these objects are reasonably necessary to effectuate the purpose for which the company has been incorporated, and consequently such acts are within the powers of the company, although these may not be expressly mentioned in the objects clause of the memorandum of association of that company.However not every act that is beneficial to the company is intra vires , it is not enough that the act is beneficial to the company , the act must be reasonably necessary for the company to carry out the activities mentioned in the memorandum. f) Effect of ultra vires transactions. * Ultra vires contracts. These are void and cannot be enforced by or against the company.In the Case of RE JON BEAUFORE (LONDON) LTD (1953) CH 131, it was held that ultra vires contracts made with the company cannot be enforced against a company. Court also held that the memorandum of association is constructive notice to the public and therefore if an act is ultra vires, it will be void and will not be binding on the company and the outsider dealing with the company cannot take a plea that he had no knowledge of the contents of the memorandum because he is deemed to know them.In England, the European Communities Act 1972 has lessened the effect of application of the Ultra vires doctrine in this manner. In England, third parties dealing with the company in good faith are protect 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 good faith Thus in Uganda the doctrine of ultra vires is applied strictly with the effect that where the contract entered into by the third party is found to be ultra vires the company, it will be held void and cannot be ratified by the company and the company cannot enforce it against the third party and neither can a third party enforce it against the company. * Ultra vires borrowing. In Uganda a borrowing that is ultra vires is void and cannot be ratified by the company and the lender is not entitled to sue the company for the return of the loan. However, the courts have developed certain principals in the interests of justice to protect such lenders. The reliefs include * Injunction.If the money lent to the company has not been spent, the lender can apply to court for an injunction to prevent the company from spending the money. * Tracing. The lender can recover his money as long as it can still be found in the hands of the company in its original form. * Property acquired under ultra vires transactions. Where the funds of the company are applied in purchasing some property, the companys right over that property will be protected even though the expenditure on such purchasing has been ultra vires. * Judgments from ultra vires transactions. Because the law con siders ultra vires acts void by their very nature, the company and third parties cannot even with try for 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 coherent that the company should pay, on winding up, the liquidator refused to pay that debt that was arising out of an ultra vires transaction, the court held that the liquidator was well entitled to reject the claim as a company cannot do what is beyond its legal powers by simply going into court and consenting. LIABILITY OF DIRECTORS ON ULTRA VIRES TRANSACTIONS . 1. Liability towards the company. It is the duty of the directors to ensure that the funds of the company are used only for legitimate purposes of the company. Consequently if the funds of the company are used for a purpose foreign to its memorandum, the directors may be held personally liable to restore to the company the funds used for such purpose. Thus a share holder can sue the directors to restore to the company funds which they employed in transactions which the company is not authorized to engage in. 2.Liability towards third parties. The directors of a company are treated as agents of the company and therefore have a duty not to go beyond the powers that the company gives them. Where the director represents to a third party that the contract entered into by them on behalf of the company is within the powers of the company while in reality the company does not have such powers under its memorandum, the directors may be held personally liable to the third party for the leaving on account of breach of warranty of authority. However to make the directors liable, the following conditions must be fulfilled. i) There must be a theatrical of authority by the directors.It should be a representation of fact not law. ii) By such representation, the directors must have induced the third party to make a contra ct with the company in respect of a matter beyond the powers of the company. iii) The third party must have acted on such motivator to enter into the contract and must prove that if it had not been for that inducement, he would not have entered into that contract. iv) That as a result, the third party suffered loss. EXCEPTIONS TO THE ULTRA VIRES DOCTRINE. 1. Property acquired /investments made by the company using money from ultra vires transactions. 2. Activities which are not expressed by the memorandum but are implied by law. 3.Activities which are not expressed by the memorandum but are incidental or related to or reasonably necessary for the company to carry out its express objects. 4. Ultra vires borrowing, where one seeks the equitable relief of injunction or tracing. LIFTING THE VEIL OF INCORPORATION A company once incorporated becomes a legal personality separate and distinct from its members and shareholders and capable of having its own rights, duties and obligation and can sue or be sued in its own name. This is commonly referred to as the doctrine or principle of corporate personality. No case illustrated the above principles better than the noted House of Lords decision in Salomon v. Salomon.However, in some circumstances, the courts have intervened to snub or ignore the 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 abiove principal in such cases would result into and preserve 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. where the device of incorporation is used for some illegal or improper purpo se, the court may disregard the principle that a company is an independent legal entity and lift the veil of corporate identity so that if it is proved that a person used a company he controls as a cloak for an improper transaction, he may be made personally liable to a third party. The legal technique of lifting the veil is recognized under 2 heads 1. Statutory lifting of the veil 2. Case law lifting of the veil Statutory lifting of the veil 1. Where the number of members is below legal minimum. Under S. 33 of the Companies Act if a company carries on business for more than 6 months after its membership has fallen below the statutory minimum, (2 for private companies and 7 for public companies), every member during he time the business is carried on after the 6 months and who knows that the company is carrying on business with less than the required minimum membership is individually liable for the companys debts incurred during that time. In such a case therefore the corporate vei l is lifted in order to hold those members personally liable for the companys debts incurred during that time. 2. Where the- company is not mentioned in the Bill of Exchange. S. 34 of the Companies Act provides that a bill of 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 police officer of the company from signing or authorizing to be signed a bill of exchange on behalf of the company in which the companys name is not mentioned in legible characters/ clear letters. Any officer who does this is personally liable on that bill of exchange for the money or goods for that amount unless it is duly paid by the company. Therefore in such case the corporate veil is lifted in order to hold that officer of the company personally liable. 3. Holding and subsidiary companies. Where companies are in a re lationship of holding and subsidiary companies, group accounts are usually presented by the holding company in a general meeting.In this regard, the holding and subsidiary companies are regarded as one for accounting purposes and the separate nature of the subsidiary company is ignored. S. 147 of the Companies Act requires each company to keep proper books of accounts with respect to * notes received by the company and from what source. * Money spent and what it was spent on. * All sales and purchases of goods made by the company. * The assets and liabilities of the company. These accounts are meant to give a true and fair view of the state of the companys affairs and to explain its transactions. Directors of the company are required at least once a year to puzzle before the company in a general meeting a profit and loss account (or income & expenditure account for non profit making companies) nonnegative a balance sheet.Where at the end of each year a company has subsidiaries, t hen as that parent company presents its accounts, it should also present a group account dealing with the affairs of that parent company and its subsidiaries, the group account consists of a consolidated balance sheet and a consolidated profit and loss account of both the subsidiary and the parent company. 4. Reckless and 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. TaxationUnder the income revenue Act, the veil of incorporation may be lifted to ascertain where the control and management of the company is exercised in order to determine whether it is a Ugandan company for income tax purposes. 6. Investigation into related companies Where an inspector has been appointed by the Registrar to investigate the affairs of a company, he may if he thinks it fit also investigate into the affairs of any other related company and also report on the affairs of that other company so long as he feels that the results of his investigation of such related company are relevant to the main investigation. Lifting the Veil under case law . Where the company acts as agent of the share holders. Where the shareholders of the company use the company as an agent, they will be liable for the debts of the company. Agency is a relationship which exists whenever one person authorizes another to act on his or her behalf. The person acting is called the agent, and the one he is acting for is called the principal. Where such a relationship exists, the acts of the agent are taken to be the acts of the principal. Therefore in an agency relationship, the acts of the agent are taken to be the acts of the principal. In case of liability it is the principal who is held liable and not the agent.This is because of the dictum that he who acts through another acts for himself. Thus where share holders employ or use the company as an agent, then those shareholders will be personally liable for the acts of the company as principals behind the agent. 2. Where there has been fraud or improper conduct. The veil of incorporation may also be lifted where the corporate personality is used as a mask for fraud or illegality. In Gilford Motor Co V. Horne 1933 Ch. 935 phratry was the former employee of Gilford Motor Co. He agreed not to solicit its customers when he left employment. He then formed a company which solicited the customers. Both the company and Home were held liable for breach of the covenant not to solicit.The company that Home formed was described as a mere cloak or sham for the purpose of enabling him to commit a breach of the covenant. In Jones V Lipman 19621 W. L. R 832 Lipman in order to avoid the completion of a sale of his house to Jones formed a company and transferred the house to the company. Court ordered him and t he company to complete payment, even though the ownership of the house was no longer in his names but in that of the formed company. The company was described as a creature of Lipman, a device and a sham, a mask which he held before his face in an attempt to avoid credit 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 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 collec tible or within a short time thereafter. 3. Public interest/policySometimes, courts have disregarded the separate legal personality of the company and investigated the personal qualities of its shareholders or the persons in control because there was an overriding public interest to be served by doing so. In Daimler Co Ltd Vs Continental Tyre And Rubber Co (1916) A. C 307, a Company incorporated in England whose shares except one were held by German nationals resident in Germany brought an action during the First World War. All its directors were also German nationals resident in Germany, which was an enemy country at the time. The Court disregarded the fact that the company had a British nationality by incorporation in England and rather concentrated on the control of the companys business and where its assets lay, in ascertain the companys status. 4. In determining residence of a company for tax purposes.The court may look behind the veil of the company and its place of registrat ion 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 meeting within 30 days from the date of commencement of business. The meeting is held once in the companys life and never again. The meeting is a must hold for all public companies, private companies are not required to hold this meeting. 2.Annual General Meeting (S. 131). Unlike the Statutory Meeting, an AGM is required of all types of companies. It must be convened by notice of not less than 21 days. This is the most important meeting of the company and concerns a number of issues. Although the companies Act does not exactly indicate the nature of the business transacted at such a meeting, the business invariably includes appointment of auditors, fixing their remuneration, declaration of dividends, consideration of the companys profit and loss accounts and the balance sheet, consideration of the reports of the directors, auditors and election of new directors or auditors if need arises.The purpose of the yearly general meeting is important for the protection of the members because it is the one occasion when they can be sure of having an opportunity of meeting the directors and questioning them on the profit and loss accounts, on their report and on the companys position and prospects. It is at this meeting that normally a proposition of the directors will retire, come up for re-election- and it is at this meeting that the members can exercise their only real power over the board i. e. the power of dismissal by voting them out. Most of these things could of course be done at the extraordinary meeting but the members who want to raise these matters may not be able to insist upon the formula of such meeting, the annual general meeting is valuable to them because the directors must hold it whether they like it or not.If the company fails to convene such a meeting, there are two consequences that move on- i. The registrar may himself convene that meeting or order that the meeti ng be convened and in extreme cases he may further order that any one shareholder present in person or by proxy be deemed to constitute the meeting. ii. Every director who is in default of convening that meeting as well as the company itself are liable to a default fine not exceeding shs 200/= and every officer of the company who is in default is liable to a default fine of shs. 40/= (1981) HCB 60). Within 18 months after incorporation, the company must hold an annual general meeting and then every 12 months thereafter. 3. Extra-Ordinary General Meeting (S 132)This is usually convened by the directors at their discretion ( art 49 table A) to deal with urgent matters which cannot wait till the next annual general meeting. However the directors must hold such meeting irrespective of any contrary provision in the articles if holders of at least 10% of the companys paid up capital or 10% of the members carrying voting rights ask/ requisition for it. They must state the reason why they w ant such a meeting. If the directors do not convene the meeting within 21 days of the requisition, then the requisitionists may themselves convene the meeting and recover expenses from the company which may in turn recover the same from the defaulting directors. 4. General meeting convened under court orders (S. 135).It provides that if for any reason it is impracticable to call a meeting of the company in any manner in which meetings of the company may be called, the court may on application of any director or member of the company who would be entitled to attend and vote at the meeting order a meeting of the company to be called, held and conducted in any manner that the court thinks fit, and court may for that matter direct that only one person present at the meeting shall constitute quorum. PROCEDURE, ATTENDANCE AND QUORUM (17. 3. 05) 1. NOTICE OF MEETINGS. s. 133 provides that any meeting of a company must be called by a notice of a peak not shorter than 21 days and any provis ion in that articles providing for a shorter notice is void and of no effect. The notice may be in typography or it can take any other form like word of mouth, radio or TV announcements, newspapers etc. it must state the exact date time and place where the meeting will take place and what is intended to be discussed at that meeting, if the notice does not indicate the above then it is not a proper notice and if any shareholder is 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 this, s. 134 (c) of the Act provides for the requisite quorum as 2 members present in case of a private company and in any other case three members personally present.Quorum need not be maintained throughout the meeting though at the beginning it must be there. 3. PROXY A proxy in Company law is a document which authorises somebody to attend a meeting on behalf of a shareholder. S. 136 provides that any member of a company entitled to attend and vote at a meeting of the company is entitled to appoint another person to attend and vote instead of him of her and any notice calling for a meeting should indicate that that person is entitled to attend by proxy. 4. VOTING. S. 134 provides that every member shall have one vote in respect of each share he has and in case of a company having a share capital and in other cases every member shall have 1 vote.Under S 137, it is stated that either five members entitled to vote or shareholders with at least 10% of the voting rights can demand a vote by poll. OFFICERS AN D MEMBERS OF THE COMPANY 1. Board of Directors There is no definition of a director whether in the Act or by case law. Nevertheless, S2 of the Act states that a director includes any person occupying the position of a director by whatever name called. In most private companies directors are usually share holders and in public companies , there is a requirement that directors must take up qualification shares, which is not the case in private companies unless the articles provide for it. According to S 177, a public company must have at least 2 directors. Its an offence to have one director.Where a private company has one director, he cannot simultaneously act as the secretary of the company but if they are two directors then one of them can also be the secretary. Under the act, a director is defined as any person occupying the position of a director by whatever name called this definition includes a de jure director