Compare and contrasts the effect of terrorism on global events Dissertation

Compare and contrasts the effect of terrorism on global events - Dissertation Example Secondary research method was more appropriate because it provided sufficient historical data for comparison purposes. The hosting of the global event in these two cities corresponds to two critical periods in the history of terrorism. During the hosting of Olympic Games in Barcelona, there had been no major terror attack on global events for two decades, since 1972 attacks in Munich Olympic Games. However, prior to the hosting of Olympic Games in Sydney in 2000, terrorists had bombed similar global event in Atlanta, United States in 1996. One year after Sidney hosted the games, September 11 terror attacks in New York occurred. 5. Discussions and research findings Global events are important components of tourism, an industry that is very vulnerable to terrorism and insecurity. Currently tourism is one of the most important economic activities in the world besides telecommunication and information technology. The importance of hosting global events is evidenced by the stiff competiti on the many countries wishing to host events face to secure the hosting rights. Some of the most popular global events include the Olympics and FIFA world cup among others. The large audience that the global events attract make them susceptible to various threats, including violence from the fans, terrorism and natural disasters. From the 1990s, terrorism has been the one of the major concerns for the events organizers and the sports managers. The 1972 terror attacks that targeted Israeli athletes at the Munich Olympics and the pipe bomb that exploded in1996 during summer Olympics in Atlanta are just of some of the few attacks targeting global events. Since then, other global events have been targeted by terrorism including International Cricket Council (ICC) tournaments in Asia, especially in Pakistan, UEFA champions league matches in Barcelona and the recent attacks in Kampala Uganda that targeted fans watching the finals of 2010 world cup finals in South Africa (Clark and Sophia 2008). Several research studies have been undertaken to investigate terrorism on global events, and one of the common findings is the insufficiency of security personnel training at venues in relation to those guarding against terror attacks. However, Appelbaum, et al (2005), argued that the unpredictable nature of terrorism and the conduct of attending fans present formidable difficulties in ensuring a secure environment at the venues. Therefore, it is imperative to enforce appropriate preparations, response and recovery measures to mitigate the effects of terrorism to the global events. There are various definitions of terrorism and Christopher (2000, p 52) defines it as â€Å"the illegal use of force or violence against people or property to threaten or coerce a government, the civilian population or any targeted sector in advancement of political or social objectives†. Terror attacks targeting global events and other civilian installations are normally well planned and or ganized. According to Christopher (2000), the objectives of terror attacks targeting areas with large number of people such as global events include inflicting the greatest amount of humiliation to the target and securing maximum publicity of the terrorist cause to the largest number of people in the world as possible. Moreover, terrorists who successfully launch attacks on the targeted areas mainly intend to gain credit or respect, compel the targeted population into agreement with

Types of chocolate Essay Example for Free

Types of chocolate Essay Do you like chocolate? How many times do you eat chocolates in a day? Some people like to eat chocolates, some are even obsessed with them. Some people don’t like chocolates because those people think that they will make them fat. Some people just don’t like chocolates, without any clear reason. I believe that chocolate has many benefits which we can’t underestimate. Chocolate is a raw or processed food produced from the seed of the tropical Theobroma cacao tree. It is Greek for â€Å"drink of Gods†. Cacao has been cultivated for at least three millennia in Mexico, Central and South America. Its earliest documented use is around 1100 BC. Chocolate has to be processed from cocoa to be the chocolates we know. Most chocolates are brown-colored, even though there’s a variant of chocolate with white color called â€Å"white chocolate†. Chocolates come in many forms, for example, â€Å"chocolate bar†, â€Å"chocolate wafer†, â€Å"chocolate stick†, and so on. I personally like chocolate bars or chocolate balls. Chocolates have wide range of prices and you can find them in many places. There are chocolates which are very inexpensive, there are also chocolates that are costly. Chocolates are also easy to get, we can find chocolates everywhere. I love chocolates that are very delicious but not too expensive. Chocolates are very close to our life, we often eat them to gain pleasure. Chocolates are one of the most popular holiday gifts. The International Chocolate Day is observed on 13 September. Actually, chocolates have many benefits. That’s why we should not underestimate the power of chocolates. First, chocolate functions as remedy. In Harry Potter films, to heal Dementor’s Kiss, one must eat chocolates. Dementor is a creature in Harry Potter world that can absorb a person’s happiness by â€Å"kissing† them. We can say that Dementor is the manifestation of sadness and sorrow, while chocolates are the manifestation of happiness and joy. So, metaphorically, it says that to lessen sadness, we should eat chocolates. This thing is true because eating chocolates release endorphins in our brain, which can make us feel happier and more relaxed. Chocolate is a good stress-buster, it contains valeric acid that can immediately relax our muscles and nervous system. In my personal experience, when I eat chocolates, I feel satisfied. Second, chocolate can make us more beautiful. In fact, nutritionists claim that there are certain types of chocolate that can make our skin look more healthy and radiant. The high content of flavonoid in dark chocolate can moisturize and make our skin naturally shining and smooth. This ingredient can also absorb UV that can contribute to a better blood flow. There is also a chocolate-based mask, it’s believed that using chocolate mask can prevent wrinkles. Third, chocolate is beneficial for our health. Dark chocolate has been shown in studies to lower blood pressure in people with elevated blood pressure. Eating dark chocolate on a regular basis has been shown to reduce LDL cholesterol (unhealthy cholesterol) by as much as one percent. Several studies have found chocolates to be one of the best cancer-fighting foods. Chocolate works as cancer fighters by inhibiting cell division and reducing inflammation. Fourth, Chocolate makes us smarter. Again, it’s that increased blow flow to the brain. One recent study revealed that seniors who ate chocolate reported sharper cognitive ability for several a hours after eating it. According to a study done by the Department of Nutrition at the University of Oslo in Norway, people who regularly eat chocolate scored higher on cognitive tests than those who didn’t report eating as much chocolate. Fifth, Chocolate can unite people. Most people like chocolates. I usually share my chocolates to people, and they like them. Sharing can provoke happiness, sharing chocolates can make people happy and satisfied. But, there are a few cautions that we need to know when we want to eat chocolates. It doesn’t mean that we have to stop eating chocolates, but we just have to control it. There are limits in every human’s life, and eating chocolate has some limits too. First, chocolate can be addictive. If we’re addicted to chocolate, any kind of chocolates, it’s most likely that we will spend your money to buy it. We need to know that our money can be spent on many useful things like buying other healthy foods. Second, chocolate is a little bit dangerous. It’s high in oxalate which can cause kidney stones. According to sciencedirect. com, fifteen samples of commercially available cocoa powder were collected from four different countries, the total oxalate contents ranged from 360 to 567 mg/100 g DM. Oxalate is also found in spinach and almonds. Third, 50% of all chocolate, cocoa and chocolate flavoring is harvested by slaves, many of them are children. The cruelty of humanity is inserted in form of chocolate. Using slaves is very wrong, it’s a degradation of humanity. Those children aren’t able to get freedom. As humans, we should have empathy toward those child slaves. There are ways to overcome these obstacles in consuming chocolate. So, we don’t need to worry about consuming chocolate. First, eat other healthy foods other than chocolates. Our body needs much nutrition and chocolate can’t replace those foods. Focus on eating nutritious foods like fruits, vegetables or fish. We can spend our money on buying those healthy foods. Second, don’t eat it too much. I’m sure that chocolate isn’t that dangerous because it’s allowed to be eaten worldwide. And oxalate is also found in other kind of foods like spinach and almonds, but those foods are still eaten by people. So, I think we can still eat chocolate. But, just in case, don’t eat it too much. Third, eat chocolate from organic chocolate companies and fair-trade chocolate companies. Fair-trade is an organized social movement that aims to help producers in developing countries to make better trading conditions and promote sustainability. Organic chocolate is linked to fair trade because most organic chocolate companies also support fair trade. Fair-trade chocolate companies don’t employ children to be their workers. Organic chocolate/fair-trade chocolate may be more expensive than regular chocolate, but I think it’s worth it. Because we don’t need to eat happily while the child slaves are suffering. So, chocolate is very good to eat because it has many advantages. But, chocolate also has some disadvantages. There are ways to overcome these disadvantages. We can eat chocolate but we have to control the consumption of it. We should also eat chocolate from organic chocolate companies and fair-trade chocolate companies.

Po :: essays research papers

All the Pictures   Ã‚  Ã‚  Ã‚  Ã‚  Potatoes. Instant potatoes at that. This was the meal of the evening. A plastic bowl half filled with a pasty hot goo that claimed to be somehow derived from a potato. Thoughtlessly, Jimmy gulped it down as he stared blankly at his computer screen. On the monitor showed a blank white page, even whiter than his potato mush. The screen was ludicrously devoid of all semblance of any color than white. There was no hint of the black font that was supposed to have filled fifteen such screens by now. His term paper on the many recurring symbols of questioned manliness in a novel he had read in his English class was due the next class, which was in twelve hours to be exact. He was in no hurry to finish, or to even start, this task. He was content with his blank staring and eating.   Ã‚  Ã‚  Ã‚  Ã‚  This was a typical scene in Jimmy's room; clothes strewn about the floor and on his bed, his black chair covered with unread books and parts to his broken fan, his desk in utter disarray and covered with various pieces of paper and assorted plates and glasses from weeks past. In the center of it all always sat Jimmy, idly staring at his computer screen with a face that appeared barren of any thought or emotion. Pretty much any night of the week, you could find Jimmy in this exact position, and usually with the same meal in his hands and the same clothes in the same spots. One thing you could say for Jimmy, he was definitely reliable.   Ã‚  Ã‚  Ã‚  Ã‚  Yet, he had not always been like this, or so it would seem. If one was so inclined to almost physically drag a story out of Jimmy, it would be raucous and amazingly entertaining, and probably filled with different kinds of liquor and different names of different women. But right after he would finish the story, he would fidget uncomfortably in his computer chair until the intruder of his room grew so uneasy himself that he would leave. He would just sit in his chair in silent boredom with everything about life, with no signs of any intentions to start to do anything about it.   Ã‚  Ã‚  Ã‚  Ã‚  On his desk sat many pictures, some of him, some of his friends, some of his dog. Almost without fail, everyone of those pictures had Jimmy or someone else doing something absolutely ludicrous with huge stupid grins on their faces, and enjoying themselves and enjoying life.

Frequency Of Diabetes Mellitus Health And Social Care Essay

Diabetess is a status in which the organic structure either fails to properly respond to its ain insulin, does non do adequate insulin, or both. This causes glucose to roll up in the blood, frequently taking to assorted complications. It is a life endangering status. Holocene WHO calculations indicate that worldwide about 3 million deceases per twelvemonth are attributable to diabetes. [ 1 ] 23.6 million people in the USA i.e. 7.8 % of the population have diabetes. 2.3 million people in the UK are diabetics doing 8.8 % of population. In Pakistan 22.04 % of the population in urban and 17.15 % in rural countries suffer from diabetes mellitus. [ 2 ] Currently, it is projected that 150 million people on the Earth have diabetes [ 2 ] . This figure is expected to increase to 300 million by the twelvemonth 2025 ; most of these instances will be type 2 diabetes [ 2 ] . The prevalence of type 2 diabetes varies widely between populations, reflecting differences in both familial susceptibleness and environmental influences [ 1 ] . The Asia and the Pacific have really high rates of diabetes and this is peculiarly due to the effects of modernisation, life style and the ripening of populations [ 1 ] . In fact, despite increasing consciousness of the turning job of diabetes and the recent publication of a figure of anticipations of current and future prevalence of diabetes worldwide, the U.S. is the lone state in the developed universe with dependable informations on national prevalence [ 7 ] . We conducted this survey in Civil Hospital Karachi, a third attention infirmary to measure the current state of affairs of the rapid rise in diabetes in our patients and to place the associated factors which have contributed to this. After finishing this survey we recommended alterations to the relevant authorization on territory and National degree so that appropriate stairss can be taken to screen out this job which is increasing the economic load on our state where the wellness budget is less than 2 per centum.MethodologyThis is a cross-sectional survey conducted at Civil Hospital Karachi over a period of 7 months ( from 1st January to 31st July 2009 ) Data was collected by questioning the patients sing Medical OPD of Civil Hospital Karachi through a good structured questionnaire. Stress degrees were evaluated by inquiring patients about insomnia ( in the past one month ) . A written consent for the afore-mentioned was taken from each patient. Initially a pilot survey was conducte d questioning 10 patients sing medical OPD of Civil Hospital Karachi. Any lacks in the questionnaire and method of the survey were corrected. The sample size was 450 ( approved by the DUHS Ethics and Research Dept. ) . which was non likely purposive sampling. Our chief aim was to measure the frequence of diabetes mellitus and associated factors in patients go toing medical OPD for which the patients included were holding a Fasting Plasma Glucose ( FPG ) degree of 126 mg/dL or above, which was confirmed by reiterating the trial on another twenty-four hours or an Oral Glucose Tolerance Test ( OGTT ) 2-hour glucose degree of 200 mg/dL or above which was confirmed by reiterating the trial on another twenty-four hours, A random, blood glucose degree of 200 mg/dL or higher, and the presence of increased micturition, thirst and unexplained weight loss other symptoms can include weariness, blurred vision, increased hungriness, and sores that do non mend. Diabetic Patients with a diagnosing of high blood pressure i.e when the norm of 2 or more diastolic BP measurings on at least 2 consecutive visits is 90 millimeter Hg or when the norm of several systolic BP readings on 2 or more subsequent visits is invariably 140 millimeter Hg. [ 10 ] PASW-18 ( Predictive Analytics Software ) was used for statistical analysis. For uninterrupted response variables like age, BMI, weight were presented by average  ± SD. General distribution was presented by ratio ( M: F ) or per centums. For comparing demographic and basic diabetes variables were used. The survey was given blessing by the moralss Review Committee of Dow University Of Health Sciences ( DUHS )Consequences:The frequence of Diabetes found in patients go toing medical OPD was 19.71 % .The Mean BMI was 25.2489 ±5.733. The frequence of Type 1 was 14 % and type 2 was 85.7 % .The most susceptible age group was 50-60 with a prevalence per centum of 19.8 % . The patients who besides reported stress related issues were 60.2 % and the patients with first grade relations holding diabetes were 51 % . Patients who besides complained of Hypertension along with diabetes were 58.2 %BMI of PatientsNitrogen Scope Minimum Maximum Mean Std. Deviation BMI of platinum 450 52.26 12.92 65.18 25.2489 5.73306High blood pressurepatient with emphasisFrequency PercentageFrequency Percentageno 187 41.8 %no 178 39.8 %yes 260 58.2 %yes 269 60.2 %household historytype of DMFrequency PercentageFrequency Percentageno 219 49 %type 1 62 14 %yes 228 51 %type 2 388 86 %patient exercisingFrequency Percentageno 355 78.8 %yes 95 21.2 %Discussion: The frequence of Diabetes mellitus in patients go toing medical OPD was 19.72 % . This is significantly higher from the prevalence as far because we chiefly collected our informations from an already High Risk Population. Harmonizing to W.H.O 2.8 million i.e. 9 % in UK and 22.04 % in Pakistan are diabetics. [ 1 ] WHO estimates that over the following 10 old ages ( 2006-2015 ) , China will lose $ 558 billion in bygone national income due to bosom disease, shot and diabetes entirely. [ 2 ] Numerous surveies have been conducted in the past linking Diabetes with assorted hazard factors. These surveies showed that additions in fleshiness and diabetes among US grownups continue in male and female, all smoke degrees, all ages, all educational degrees, and in all races reasoning that fleshiness is strongly associated with several major wellness hazard factors. In 2001 the prevalence of fleshiness ( BMI 30 ) was 20.9 % vs 19.8 % in 2000, an addition of 5.6 % . The prevalence of diabetes increased to 7.9 % vs 7.3 % in 2000, an addition of 8.2 % . The prevalence of BMI of 40 or higher in 2001 was 2.3 % . Overweight and fleshiness were significantly associated with diabetes, high blood force per unit area, high cholesterin, asthma, arthritis, and hapless wellness position. [ 14 ] and [ 15 ] Type 2 diabetes, characterized by target-tissue opposition to insulin, is like an epidemic largely in industrialised societies and is strongly associated with fleshiness ; nevertheless, the mechanism by which increased adiposeness causes insulin opposition is ill-defined. A survey was conducted to find the prevalence and impact of corpulence and fleshiness among patients with type 1 and type 2 diabetes mellitus on glycaemic control and cardiovascular hazard factors in patients go toing a secondary attention diabetes clinic in the United Kingdom. The consequences showed that Obesity is common among patients go toing this infirmary ‘s diabetes clinic, with 86 % of those with type 2 diabetes were corpulent. Among the Chinese Adult population steps of cardinal fleshiness are better forecasters of glucose tolerance abnormalcies prevalence than BMI. A WHtR cut-off point of 0.5 for both work forces and adult females can be considered as optimum for foretelling ( pre- ) diabetes and may be a utile tool for testing and wellness instruction. [ 13 ] In the US Nurses ‘ Health Study, 114,247 adult females were followed for 8 old ages and 2,333 instances of type 2 diabetes were confirmed. After commanding for multiple hazard factors, the comparative hazard of diabetes was 1.42 among adult females who smoked 25 or more coffin nails a twenty-four hours compared with non-smokers, proposing a sensible association between smoke and the consequent development of diabetes. [ 16 ] A similar survey of 41,810 in-between aged work forces found that those who smoked more than 25 coffin nails daily had a comparative hazard of diabetes of 1.94 compared with non-smokers. [ 17 ] Smoking compounds the diabetic jobs Smoking which causes type 2 diabetes can impact the other manner unit of ammunition, excessively. Diabetics who smoke are at more hazard of worsening their wellness jobs. Diabetics who smoke are at a higher hazard ( three times ) to decease of bosom onslaught and shot than diabetics who do non smoke moreover blood glucose, blood force per unit area, cholesterin degrees and the opportunity of infections shoots up among diabetics as smoke amendss the blood vass of these patients which makes harder for their organic structure to mend. They can eventually stop up in amputations. Diabetics who already suffer from kidney, nervus and joint disease can damage the same when they smoke. Diabetics who continue to smoke face trouble in contending against cold and other respiratory diseases and are prone to develop dangerous malignant neoplastic diseases in oral cavity, pharynx, lung and vesica. They besides have greater hazard of being impotent taking to psychological and societal jobs. Decision: Pakistan has a quickly lifting prevalence of diabetes and other classs of unnatural glucose tolerance. Pakistan is in one of the most High hazard countries of the universe where Diabetes is prevailing. The prevalence of diabetes in Pakistan is one of the highest yet reported from a developing state with a contrasting background as compared to the western states. The frequence of Diabetes mellitus found in our research survey was 19.71 % . The most important associations were Patient ‘s age, Obesity, Stress, Family History, Ethnic group, diet and Hypertension. Recommendations: Early sensing and bar of diabetes in the high hazard group is of import in order to forestall the morbidity and mortality associated with diabetes mellitus. Designation of High hazard group their societal, life manner and dietetic alteration may cut down the development of diabetes. The survey was conducted in order to place the incidence and associated factors of diabetes in our population.

Corporations Essay

CHAPTER 19 CORPORATIONS 1. – THE NATURE AND CLASSIFICATION OF CORPORATIONS A corporation is a legal entity created and recognized by state law. It can consist of one or two persons identified under a common name. CORPORATE PERSONNEL When an individual purchases a share of stock in a corporation, that person becomes a shareholder and owner of the corporation. Shareholder and corporations are liable. THE LIMITED LIABILITY OF SHAREHOLDER One of the key advantages of the corporate forms is the limited liability of its owners. Corporate shareholders normally are not personally liable for the obligations of the corporation beyond the extent of their investments. CORPORATE TAXATION Corporate profits are taxed, and do not receives tax deduction for dividends distributed to shareholders. Profits that are not distributed are retained by the corporation. These retained earnings if invested properly, will yield higher corporate profits in the future. TORTS AND CRIMINAL ACTS A corporation is liable for the torts committed by its agents or officers within the course and scope of their employment. Corporation may be held liable for criminal acts of its agents and employees, provided the punishment is one that can be applied to the corporation, corporation can be fined. CORPORATION SENTENCING GUIDELINES Penalties depend on factors and executives involvement. Corporate lawbreakers can face fines smaller amounting or to hundreds of millions of dollars. When a company has taken substantial steps to prevent, investigate, and punish wrongdoing, such as by establishing and enforcing crime prevention  standards, a court may impose less serious penalties. Corporate sentencing guidelines require corporations to train employees on how to comply with relevant laws. CLASSIFICATION OF CORPORATIONS Domestic, foreign, and alien corporations * Domestic corporation; by its home state (the state in which it incorporates). * Foreign corporation; corporation formed in one state but doing business in another state. * Alien corporation; corporation formed in another country but doing business on the E.E.U.U. In some instances, the corporation must obtain a certificate of authority in any state which plans to do business. But the foreign corporation does not need this certificate to sell goods over the internet. Public and private corporations * Public corporation, is one formed by the government to meet some political purpose, such a U.S. Postal service, AMTRAK. A public corporation is not the same as a publicly held corporation. A publicly held corporation is any corporation whose shares are publicly traded in a securities market, such as the New York Stock Exchange or over the counter market. * Private corporation, are created for private benefit. Most corporations are private although they may serve a public purpose. Nonprofit corporation Corporation formed for purposes other making a profit are called nonprofit or not-for-profit corporations. Private hospitals, educational institutions, charities, and religious organizations for example, are organized as nonprofit organization. Close corporations A close corporations is one whose shares are held by members of a family or by relatively few persons. Referred also as closely held, family, or privately held corporations. Usually the members of the small group  constituting a close corporation are personally know to each other. A close corporation is often operated like a partnership. *Management of close corporations To prevent a majority shareholder from dominating a close corporation, the corporation may require that more than a simple majority of the directors approve any action taken by the board. *Transfer of shares in close corporations The transfer of one shareholder’s shares to someone else can cause serious management problems. Control of a close corporation can also be established through the use of shareholder agreement. S corporations A close corporation that meets the qualifying requirements specified in subchapter S of the Internal Revenue Code can operate as an S corporation. If a corporation has a S corporation status, it can avoid the imposition of income taxes at the corporate level while retaining many of the advantages of a corporation, particularly limited liability. *Qualification requirement for S corporations 1) The corporation must be a domestic corporation. 2) The corporation must not be a member of an affiliated group of corporations. 3) The shareholders of the corporation must be individuals, estates, or certain trusts. 4) The corporation must have no more than one hundred shareholders. 5) The corporation must have only one class of stock, although all shareholders do not need to have the same voting rights. 6) No shareholder of the corporation may be a nonresident alien. *Benefits of a S corporations 1) When a corporation has losses, the S election allows the shareholders to use the losses to offset other taxable income. 2) When the shareholder’s tax bracket is lower than the tax bracket for regular corporations. The S election causes the corporation’s entire income to be taxed in the shareholder’s bracket, whether it is distributed. Professional corporation Professional corporation such as physician, lawyers, dentists, and accountants can incorporate. There is generally no limitation on liability for acts of malpractice or obligations incurred because of a breach of duty to a client of a PC. In many states, professional persons are liable not only for their own negligent acts, but also for the misconduct of persons under their direct supervision who render professional services. A shareholder in a professional corporation is generally protected from contractual liability and cannot be held liable for the torts that are committed by other professional at the firm. 2. – CORPORATE FORMATION One of the most common reasons for creating a corporation is the need for additional capital to finance expansion. Incorporation may be the best choice for an expanding business organization because a corporation can obtain more capital by issuing shares to stock. PROMOTIONAL ACTIVITIES Persons rarely engage in preliminary promotional activities. It is important for businesspersons to understand that they are personally liable for all preincorporation contracts made investor, accountants, or others on behalf of the future corporation. INCORPORATION PROCEDURES Exact procedures for incorporation differ among states, but the basic steps are as follows: 1) Select a state of incorporation. 2) Secure the corporate name. 3) Prepare the articles of incorporation. 4) File the articles of incorporation with the secretary of state. Selecting the state of incorporation Because laws differ from state to state. States fees are considered too. Securing the corporate name The choice of a corporate name is subject to state approval to ensure against duplication or deception. All the states require the corporation name to include the word corporation (Corp.), Incorporated (Inc.), company (Co.), or limited (Ltd.). Preparing the articles of incorporation The primary document needed to incorporate a business is the articles of incorporation, must include the following information; 1) The name of the corporation. 2) The number of shares the corporation is authorized to issue. 3) The name and address of the corporation’s initial registered agent. 4) The name and address of each incorporator. *Shares of the corporation The articles must specify the number of shares of stock the corporation is authorized to issue. A company might state that the aggregate number of shares that the corporation has the authority to issue is 5k. *Registered office and agent The corporation must indicate the location and address where of it registered office within the state. *Incorporators Each incorporator must be listed by name and address. *Duration and purpose A corporation has a perpetual existence unless the articles state otherwise. The owners may want to prescribe a maximum duration, however, after which the corporation must formally renew its existence. A corporation can be formed for any lawful purpose. *Internal organization Articles can describe the corporation’s internal management structure, although this is usually included in the bylaws adopted after the corporation is formed. Filing the articles with the State Once the articles of incorporation have been prepared and signed by the incorporators, they are sent to the appropriate state official, usually the secretary of State. FIRST ORGANIZATIONAL MEETING TO ADOPT BYLAWS Usually, the most important function of this meeting is the adoption of bylaws. If the articles of incorporation named the initial board of directors, then the directors, by majority vote, call the meeting to adopt the bylaws and complete the company’s organization. DEFECTS IN FORMATION AND CORPORATE STATUS The procedures for incorporation are very specific. If they are not allowed precisely, others may be able to challenge the existence of the corporation. When the corporation seeks to enforce a contract against a defaulting party that party may be able to avoid liability on the ground of a defect in the incorporation procedure. De Jure and De Facto corporations If a corporation has substantially complied with all conditions precedent to incorporation, a corporation is said to have de jure existence. Because a de jure corporation is one that is properly formed, neither the state nor third party can attack its existence. Sometimes, there is a defect in complying with statutory mandates, under these circumstances the corporation may have de facto status, meaning that it will be treated as a legal corporation despite the defect in its formation. The following elements are required for de facto status; 1) There must be a state statute under which the corporation can be incorporated. 2) The parties must have made a good faith attempt to comply with the statute. 3) The enterprise must already have undertaken to do business as a corporation. Corporation by Estoppel If a business holds itself out to others as being a corporation but has made no attempt to incorporate, the firm normally will be stopped from denying corporate status lawsuit by a third party. When justice requires, the courts treat an alleged corporation as if it were an actual corporation for the purpose of determining the rights and liabilities in particular circumstances. A corporation by estoppels is thus determined by the situation. CORPORATE POWERS When a corporation is created, the express and implied powers necessary to achieve its purpose also come into existence. The following order of priority is used if a conflict arises among the various documents involving a corporation; 1) U. S. Constitution. 2) Constitution of the state of incorporation. 3) State statutes. 4) Articles of incorporation. 5) Bylaws. 6) Resolutions of the board of directors. To borrow funds, the corporation acts through its board of directors to authorize the loan. ULTRA VIRES DOCTRINE The term ultra vires means â€Å"beyond the power†. Most cases dealing with ultra vires acts have involved contracts made for unauthorized purposes. In some states, when a contract is entirely executor, either party can use a defense of ultra vires to prevent contract enforcement. 3. – PIERCING CORPORATE VEIL Occasionally, the owners use a corporate entity to perpetrate a fraud, circumvent the law, or in some other way accomplish an illegitimate objective. In these situations, the court will ignore the corporate structure and pierce the corporate veil. The following are some of the factors that frequently cause of the courts to pierce the corporate veil; 1) A party is tricked into a dealing. 2) The corporation is set up never to make a profit or always to be insolvent. Not enough money when it formed. 3) Statutory corporate formalities, such a holding required corporation meeting, are not allowed. 4) Personal and corporate interests are mixed together. THE COMINGLING OF PERSONAL AND CORPORATE ASSETS The potential for corporate assets to be used for personal benefit its especially great in a close corporation, in which the shares are held by a single person or by few individuals. In such a situation, the separate status of the corporate entity and the shareholder must be carefully preserved. Certain practices invite trouble â€Å"family owned corporation†, the comingling of corporate and personal funds, the failure to remit taxes, including payroll, and the shareholders continuous personal use of corporate property. LOANS TO THE CORPORATION Corporation laws usually do not specifically prohibit a shareholder from leading funds to her or his corporation. Any transaction has to be made in a good faith and for fair value. 4. – DIRECTORS, OFFICERS, AND SHAREHOLDERS ROLE OF DIRECTORS The board of directors is the ultimate authority in every corporation. Directors have responsibility for all policymaking decisions necessary to the management of all corporate affairs. Just as shareholders cannot act individually to bind the corporation, the directors must act as a body in carrying out routine corporate business. The board selects and removes the corporate officers. Election of directors Can be less than three, directors are elected by a majority vote of the shareholders. *Removal of directors A director can be removed for cause (failing to perform). *Vacancies on the board of directors Can occur because of death or resignation or when a new position is created through amendment of the articles or bylaws. Compensation of directors Director usually are compensated for time, effort, etc. In many corporations directors are also chief corporate officers and receive compensation in their managerial positions. Board of directors meetings The board of directors conducts business by holding formal meetings with recorded minutes. The date of regular meetings are usually established in the articles or by board resolution. Rights of directors A corporate director must have rights to function properly in that position. COMMITTEES OF THE BOARD OF DIRECTORS 1) Executive committee. The board members often elect an executive committee of directors to handle the interium management decisions between board of directors meetings. 2) Audit committee. Is responsible for the selection, compensation, and oversight of the independent public accountants who audit the corporations financial records. 3) Nominating committee. This one chooses the candidates for the board of directors that management wishes to submit to the shareholders in the next election. 4) Compensation committee. Reviews and decides the salaries, bonuses, stock options and other benefits. 5) Litigation committee. Decides whether the corporation should pursue requests by shareholders to file a lawsuit against some party that has allegedly harmed the corporation. CORPORATE OFFICERS AND EXECUTIVES Officers and other executives are hired by the board of directors. DUTIES AND LIABILITIES OF DIRECTORS AND OFFICERS Are deemed to be fiduciaries of the corporation because their relationship with the corporation and its shareholders is one of trust and confidence. Duty of care Directors and officers must exercise due care in performing their duties, they need to act in a good faith. If directors and officers failed to exercise due care results in harm to the corporation can be held liable for negligence. *Duty to make informed and reasonable decisions Directors and officers are expected to be informed on corporate matters and to conduct a reasonable investigations of this situations before making a decision. *Duty to exercise reasonable supervision Directors are also expected to exercise a reasonable amount of supervision when they delegate work to corporate officers and employees. *Dissenting directors Directors are also expected to attend board of directors meetings, and their votes should be entered into the minutes. Unless a dissent is entered in the minutes, the director is presumed to have assented. Dissenting directors are rarely held individually liable to the corporation. *The business judgment rule Directors and officers are expected to exercise due care and to use their best judgment in guiding corporate management, but they are not insurers of business success. Under the business judgment rule, a corporate director or officer will not be liable to the corporation or to its shareholders mistakes of judgment and bad business decisions. Duty of loyalty Defined as faithfulness to one’s obligations and duties. Typically involve; 1) Competing with the corporation. 2) Usurping a corporate opportunity 3) Having an interest that conflicts with the interest of the corporation. 4) Engaging in insider trading. 5) Authorizing a corporate transaction that is detrimental to minority shareholders. 6) Selling control over the corporation. Conflicts of interest Corporate directors often have many business affiliations, and a director may sit on the board of more than one corporation. Sometimes engage personal interest too. Liability of directors and officers Corporate directors and officers are personally liable for their own torts and crimes. Additionally they may be held personally liable for the torts and crimes committed by corporate personnel under their direct supervision. THE ROLE OF SHAREHOLDERS The acquisition of a share of stock makes a person an owner of and shareholder in a corporation, shareholders own the corporation but have no right to manage it. Basically the shareholders ownership control is limited to voting to elect or remove members of the board of directors and deciding whether to approve fundamental changes in the corporation. Shareholders are not agents of the corporation, nor do they have legal title to the corporations property, such as its building and equipment, they simply have an equitable (ownership) in the firm. Shareholders powers Shareholders must approve fundamental changes affecting the corporations before the changes can be implemented. Shareholder approval normally is required to amend the articles of incorporation or bylaws, to conduct a merger or dissolve the corporation, and to sell all or substantially all of the corporations assets. Shareholders have the power to vote to elect or remove members of the board of directors. Shareholders meetings At least annually and proper notice need to be send it. *Proxies The law allows stockholders to either vote in person or appoint another person as their agent to vote their shares at the meetings. The signed appointment form authorizing an agent to vote the shares is called proxy. Shareholder voting Shareholders exercises ownership control through the power of their votes. Corporate business matters are presented in the form of resolutions, which shareholders vote to approve or disapprove. *Quorum requirements At least 50% need to be present. Extraordinary corporate matters, such as a merger, consolidation, or the dissolution of the corporation require approval by a higher percentage of representatives of all corporate shares entitled to vote. *Voting list The RMBCA requires a corporation to maintain an alphabetical voting list of shareholders. *Cummulative voting Most states permit and some require, shareholders to elect directors by cumulative voting, a voting method designed to allow minority shareholders to be represented on the board of directors. *Other voting techniques A voting trust is an agreement under which shareholder transfers the shares to a trustee, usually for a specified period of time. The trustee is responsible for voting the shares on behalf of the beneficiary-shareholder. RIGHTS OF SHAREHOLDERS Stock certificates Is a certificate issued by a corporation that evidences ownership of a specified number of shares in the corporation. In jurisdiction that require the issuance of stock certificates, shareholders have the right to demand that the corporation issue certificates and record their names and addresses in the corporate stock record books. Preemptive rights With preemptive rights a shareholder receives a preference over all other purchasers to subscribe to or purchase a prorated share of a new issue of stock. Which means a shareholder who is given preemptive rights can purchase the same percentage of the new shares being issued as she or he already holds in the company. This rule does not apply to treasury shares, shares that are authorized but have not been issued. Stock warrants Are rights to buy stock at a stated price by a specified date that are given by the company. Dividends Is a distribution of corporate profits or income orders by the directors and paid to the shareholders in proportion to their respective shares in the corporation. *Sources of funds for dividends Depending on the state law, dividends may be paid from the following sources; 1) Retained earnings 2) Net profits 3) Surplus *Directors failure to declare a dividend Shareholders can ask the court to compel the directors to meet and declare a dividend. To succeed the shareholders must show that the directors have acted so unreasonably in withholding the dividend that their conduct is an abuse of their discretion. Inspection rights Shareholders in a corporations enjoy both law and statutory inspection right (but limited). This include inspect voting lists, specified corporate records. Transfer of shares Corporate stock represents an ownership right in intangible personal property. The law generally recognizes the right of an owner to transfer property to another person unless there are valid restrictions on its transferability. Rights on dissolution When a corporation is dissolved and its outstanding debts and the claims of its creditors have been satisfied, the remaining assets are distributed on a pro rata basis among the shareholders. The shareholders derivative suit When the corporation is harmed by the actions of a third party, the directors can bring a lawsuit in the name of the corporation against that party. LIABILITY OF SHAREHOLDERS One of the hallmarks of the corporate organization is that shareholders are nor personally liable for the debts of the corporation. If the corporation fails the shareholder can lose their investment but that is the limit of their liability. Watered stock When a corporation issued shares for less than their fair market value, the shares are referred as watered stock. Usually the shareholder who receives the watered stock must to pay the difference to the corporation. Duties of majority shareholders A majority shareholder is regarded as having a fiduciary duty to the corporation and to the minority shareholders. This occurs when a single shareholder owns a sufficient number of shares to exercise de facto control over the corporation. In these cases the majority shareholders owe a fiduciary duty to the minority shareholders. A breach of fiduciary duties by those who control a closely held corporation normally constitutes what is known as oppressive conduct. 5. – MAJOR BUSINESS FORMS COMPARED

Free Essays on Bowers

1. The Supreme Court case â€Å"Bowers, Attorney General of Georgia V. Hardwick et al.† , decided on June 30, 1986, preceeded the case of â€Å"John Geddes Lawrence and Tyron Gardner V. Texas†, which was decided on June 26, 2003. Both cases dealt with legality of sodomy, as it pertains to homosexual couples. The traditionalist view held that sodomy was against God, and did not untimately yield procreation. The argument of the homosexuals involved was that the statute violated their freedom under the Equal Protection clause of the Fourteenth Amendment as well as the state’s Constitution. In Bowers, the Supreme Court Justice’s majority decision was that the Gergia statute which states that sodomy acts committed with a same sex partner are illegal. Hardwick was convicted of these acts and therefore brought suit to the state, challenging the true legality of these laws, as he believed they interfered with his personal freedoms. The Supreme Court decided: â€Å"The constituition does not confer a fundamental right upon homosexuals to engage in sodomy. None of the fundamental rights announced in this Court’s prior cases involving family relationships, marriage, or procreation bear any resemblance to the right asserted in this case. And any claim that those cases stand for the proposition that any kind of provate sexual conduct between consenting adults is constitutionally insulated from the state proscription is unsupportable.† (Bowers) Due to the fact that homosexual sex is not in the legal definition of marriage, or accepted straight relationships, it was not seen as protected by the state in the Constitution. In Lawrence, the Supreme Court Justice’s majority decision was to overrule the finding in Bowers, declaring that sodomy acts between two consenting adults in the privacy of their own homes, are legal as definaed by the Constitution and the Equal Protection clause of the Fourteenth Amendment. Lawrence and Garner were arrest... Free Essays on Bowers Free Essays on Bowers 1. The Supreme Court case â€Å"Bowers, Attorney General of Georgia V. Hardwick et al.† , decided on June 30, 1986, preceeded the case of â€Å"John Geddes Lawrence and Tyron Gardner V. Texas†, which was decided on June 26, 2003. Both cases dealt with legality of sodomy, as it pertains to homosexual couples. The traditionalist view held that sodomy was against God, and did not untimately yield procreation. The argument of the homosexuals involved was that the statute violated their freedom under the Equal Protection clause of the Fourteenth Amendment as well as the state’s Constitution. In Bowers, the Supreme Court Justice’s majority decision was that the Gergia statute which states that sodomy acts committed with a same sex partner are illegal. Hardwick was convicted of these acts and therefore brought suit to the state, challenging the true legality of these laws, as he believed they interfered with his personal freedoms. The Supreme Court decided: â€Å"The constituition does not confer a fundamental right upon homosexuals to engage in sodomy. None of the fundamental rights announced in this Court’s prior cases involving family relationships, marriage, or procreation bear any resemblance to the right asserted in this case. And any claim that those cases stand for the proposition that any kind of provate sexual conduct between consenting adults is constitutionally insulated from the state proscription is unsupportable.† (Bowers) Due to the fact that homosexual sex is not in the legal definition of marriage, or accepted straight relationships, it was not seen as protected by the state in the Constitution. In Lawrence, the Supreme Court Justice’s majority decision was to overrule the finding in Bowers, declaring that sodomy acts between two consenting adults in the privacy of their own homes, are legal as definaed by the Constitution and the Equal Protection clause of the Fourteenth Amendment. Lawrence and Garner were arrest...

Free Essays on Wow

The Harlem Renaissance, a flowering of literature (and to a lesser extent other arts) in New York City during the 1920s and 1930s, has long been considered by many to be the high point in African American writing. It probably had its foundation in the works of W.E. B. Du Bois, influential editor of The Crisis from 1910 to 1934; DuBois believed that an educated Black elite should lead Blacks to liberation. He further believed that his people could not achieve social equality by emulating white ideals; that equality could be achieved only by teaching Black racial pride with an emphasis on an African cultural heritage. Although the Renaissance was not a school, nor did the writers associated with it share a common purpose, nevertheless they had a common bond: they dealt with Black life from a Black perspective. Among the major writers who are usually viewed as part of the Harlem Renaissance are Claude McKay, Countee Cullen, Langston Hughes, Zora Neale Hurston, Rudolph Fisher, James Weldon Johnson, and Jean Toomer. While the Renaissance is often thought of as solely a literary movement, some historians of the period also include artists and musicians. Major Book Sources Because of its importance in the historical development of African American literature, the Harlem Renaissance has been the subject of a number of excellent books. Bontemps, Arna. The Harlem Renaissance Remembered. New York: Dodd, Mead, 1972. Special Collections PS153.N5B63 Huggins, Nathan I. Harlem Renaissance. New York: Oxford, 1971. Doheny Stacks; Leavey; Special Collections NX512.3.N5H8 -. Voices From the Harlem Renaissance. New York: Oxford, 1976. Doheny Stacks PS509.N4V6 Kellner, Bruce. Harlem Renaissance: A Historical Dictionary for the Era. New York: Methuen, 1987. Doheny Stacks NX511.N4H37 Porter, James A. Modern Negro Art. New York: Arno Press... Free Essays on Wow Free Essays on Wow The Harlem Renaissance, a flowering of literature (and to a lesser extent other arts) in New York City during the 1920s and 1930s, has long been considered by many to be the high point in African American writing. It probably had its foundation in the works of W.E. B. Du Bois, influential editor of The Crisis from 1910 to 1934; DuBois believed that an educated Black elite should lead Blacks to liberation. He further believed that his people could not achieve social equality by emulating white ideals; that equality could be achieved only by teaching Black racial pride with an emphasis on an African cultural heritage. Although the Renaissance was not a school, nor did the writers associated with it share a common purpose, nevertheless they had a common bond: they dealt with Black life from a Black perspective. Among the major writers who are usually viewed as part of the Harlem Renaissance are Claude McKay, Countee Cullen, Langston Hughes, Zora Neale Hurston, Rudolph Fisher, James Weldon Johnson, and Jean Toomer. While the Renaissance is often thought of as solely a literary movement, some historians of the period also include artists and musicians. Major Book Sources Because of its importance in the historical development of African American literature, the Harlem Renaissance has been the subject of a number of excellent books. Bontemps, Arna. The Harlem Renaissance Remembered. New York: Dodd, Mead, 1972. Special Collections PS153.N5B63 Huggins, Nathan I. Harlem Renaissance. New York: Oxford, 1971. Doheny Stacks; Leavey; Special Collections NX512.3.N5H8 -. Voices From the Harlem Renaissance. New York: Oxford, 1976. Doheny Stacks PS509.N4V6 Kellner, Bruce. Harlem Renaissance: A Historical Dictionary for the Era. New York: Methuen, 1987. Doheny Stacks NX511.N4H37 Porter, James A. Modern Negro Art. New York: Arno Press...