Funeral Blues Essay

Funeral Blues â€Å"A METEOR FROM the universe of Wystan Hugh Auden flashed into the atmosphere of American culture in 1994 when â€Å"Funeral Blues,† a poem written in 1936, was recited in a eulogy scene in the movie Four Weddings and a Funeral. † (Johnson) Many people have wondered what it is like to lose someone they love; if one does not know the feeling they are very fortunate. Some people think that without that certain someone, their life will cease to exist. In W. H.Auden’s poem â€Å"Funeral Blues,† a woman loses her lover and cannot even imagine how she is going to get on with her life; she puts her deceased companion on a God-like pedestal; and she loves him so much that she believes that he is her whole world. In â€Å"Funeral Blues,† Auden makes the bitter attitude of the speaker toward the subject of death apparent to the readers through the use of symbols, imagery, and metaphor. In the first verse, the speaker states â€Å"stop all t he clocks, cut off the telephone†¦Ã¢â‚¬  (Auden Line 1).The clock being stopped may signify the fact the man who died has run out of time, or possibly to ask those who knew him to stop what they are doing and grieve. With the idea of the telephone being cut off, she wants to show the deceased the respect he deserves by honoring him with a moment of silence. In the second verse the speaker states, â€Å"let aeroplanes circle moaning overhead† (Auden 5). She uses this metaphor to reveal the pointlessness of her life. What is the point of planes flying in circles? They do not get anywhere flying in a circle. She is comparing the pointlessness of flying in circles to her life without her partner.The persona in the poem talks about her deceased partner as if he is on a God-like pedestal. The reader realizes just how important the deceased is to the speaker when reading the phrase â€Å"†¦He is Dead†. (Auden 6). The use of the capital letters displays the incredib ly close relationship between the two lovers. She talks about the aeroplanes scribbling sky messages, it is very doubtful that someone that is not in the limelight is going to have sky messages at their funeral that rarely happens at a celebrity funeral, let alone at a funeral of someone who is not in the limelight.To show the God-like significance, â€Å"He† is capitalized when she is talking about the writing in the sky. She also thinks that the funeral procession is going to be so long that they will need a police officer directing traffic. The persona in the poem continues to describe the intimacy between her and her lover, claiming that he was her â€Å"North, South, East, and West† (Auden 9). She has just realized that because of her companion’s death, along with everything else, her love has also come to an end.Like before, she commands the reader to carry out impossible tasks. â€Å"The stars are not wanted now: put out every one; Pack up the moon and d ismantle the sun† (Auden 13-14). She also begs for the oceans and forests to disappear. †Pour away the ocean and sweep up the wood. † (Auden 15) Without her lover, she feels like her life is meaningless. The speaker honestly believes that because of this tragic event, â€Å"†¦nothing now can ever come to any good. (Auden 16) She cannot picture her life without him, almost like she does not want to survive without him. W. H. Auden does not want one to find the meaning of the poem, but to feel the grief on how this person does not believe in living anymore since her loved one has passed away. It shows that she wants everything to stop and for everyone to feel what she’s feeling and mourn together with her. She put her lover on a God-like pedestal and thinks that he is just as important to everyone else like he is to her.Auden’s choice of words draws the reader into a greater understanding of the intensity and depth of feelings experienced upon the loss of a loved one. The symbolism used by the poet pulls us into the actual world of grief as the speaker searches for ways to mourn this passing. Works Cited Auden, W. H. â€Å"Funeral Blues. † Literature and the Writing Process. 9th Ed. McMahan, Elizabeth, et al. Upper Saddle River: Pearson, 2011. 614. Print. Johnson, Jeffrey. Christian Century 4 September 2007: 47-48. Academic Search Premier. Web. 26 February 2013.

Corinth and the Church

First Century Corinth The Epistles to the Corinthians were written by the apostle Paul in the mid 50’s A. D. These were letters written to a church community that, according to the book of Acts, Paul had a hand in founding on an earlier journey (Acts 18:9). The epistles themselves speak much about the cultural, economic, and spiritual significance of this very heavily Roman influenced Greek city located on the Isthmus of Corinth. By examining the epistles and further historical source, the context and importance of first century Corinth will be explored. The city of Corinth as it is in the first century A. D. as founded as a Roman colony in 44 B. C. by the Emperor Julius Caesar. In just one century since it’s re-founding, Corinth had become a very cosmopolitan city through its strategic location that was conducive for trade, its large and very multicultural population, and the favor it had in the region as a colony of the mighty Roman Empire. When Corinth was resettled, the Roman Empire populated it with a diverse cross section of the cultures contained within the empire at the time. Italians and Greeks would be the primary colonists along with Hellenized Jews, but also among the settlers were freed Judean slaves and other middle-easterners. Morris 18) This made for a melting pot of traditions, customs, and beliefs. And in conjunction with the economic promise of the city, this relative freedom and safety produced some interesting problems for the spiritual life of the Corinthian church that Paul was out to address in his epistles. Corinth was located strategically on an isthmus that happened to be nearly equidistant between Greece’s other two major cities in the region, Sparta and Athens. In a stretch of less than five miles, this area contained a port on each side of the isthmus.The eastern port had easily defended water access toward Asia Minor, south to northern Africa, and to the rest of the Mediterranean. The crucial port on the west of the isthmus had access to the Italian peninsula, the heart of the Roman Empire, and further west. (Constable) Even before the refounding of the city and the Hellenistic period, a paved trackway was constructed that allowed for cargo to be transported by dry land to the other side. (The location of first century Corinth added to its prominence in the Roman Empire, added to its wealth, and attracted people from all over the empire.Paul states in 1 Corinthians 1:26 that, â€Å"not many were powerful, not many were of noble birth. † So it can be said that the majority of the church in Corinth was not of the upper class, although it is likely there are plenty of important figures in the cities’ life that could be members of the church in Corinth. (Jongkind 139) In the book of Romans, also written by Paul (most probably written during his stay in Corinth), he mentions two likely wealthy people: Gaius, Paul’s host, and Erastus, the treasurer of the city (Romans 16:2 3). Morris 21) Also, within the book of Acts, it is recorded that upon hearing Paul, many believed and were baptized, including Crispus, the ruler of the synagogue (Acts 18:8). The diversity within the city was likely well represented in the demographics of the church. This diversity was deeper than just economic status. Within the city were members of the Imperial Cult, Jews, adherents to the philosophies of the day, and worshippers of the Greco/Roman gods, most predominantly Aphrodite.This caused many tensions for Paul to address, like issues regarding food that had been sacrificed to idols (1 Corinthians 8), and unity and equality based in faith and not in social status (2 Corinthians 8). First Century Corinth was not unlike the New York City of today, diverse, esteemed, wealthy, and alive. Works Cited Constable, Thomas. â€Å"Notes on 1 Corinthians: Historical Background. † SonicLight. com. Web. 2012. Elwell, W. A. , & Beitzel, B. J. 1988. Baker encyclopedia of the Bible. Baker Book House: Grand Rapids, MI Freedman, David Noel, Allen C. Myers, and Astrid B. Beck. Eerdmans Dictionary of the Bible.Grand Rapids, MI: Wm. B. Eerdmans Publishing, 2000. Garland, D. E. 2003. 1 Corinthians. Baker Exegetical Commentary on the New Testament. Baker Academic: Grand Rapids, MI Jongkind, Dirk. â€Å"Corinth in the First Century AD: the search for another class. † Tyndale Bulletin. 2001: 139-148. Print. Kistemaker, S. J. , & Hendriksen, W. 1953-2001. Vol. 18: Exposition of the First Epistle to the Corinthians. New Testament Commentary. Baker Book House: Grand Rapids Morris, Leon. The First epistle of Paul to the Corinthians: an introduction and commentary. Leicester, England Grand Rapids, Mich: Inter-Varsity Press Eerdmans, 1983

Final Marketing Plan Essay Example | Topics and Well Written Essays - 2500 words

Final Marketing Plan - Essay Example The varied forms of telemedicines include the combination of audio, videophone, imaging, and health informatics data from one particular location to another. The main crux of telemedicine would be to cater to the needs and requirements of the patients living in isolated communities and do not have financial means of purchasing the products. These also come with additional devices along with medical support and other forms of health care devices. The study will deal with the launch of a fictional medical robot which is a form of telemedicine and will help in solving varied complex health care problems. The author of the study will include the marketing activities involved in the initiation of the launch of the medical robot device. Finally, the study will conclude with the various Customer Relationship Management techniques used by the management to penetrate further into the target market. Objectives &Mission Statement The mission of the company would be to offer state of the art tel emedicine facilities, which would provide the patients certain clinical advantages that other medical companies cannot provide. The objectives of the company would be to offer state of the art medical facilities’ and devices, which have the potentially of garnering attention from the patients and customers. The health report provided by these medical devices would not provide a medial description of the patient but also an in depth analysis of the precautions to be taken by the patients. In short, the main objective of the healthy robot would be to disseminate information about the timely prevention measures to be undertaken by the patient. Target Market Since, the main objective of the healthy robot would be to test and detect the current health state of the customers the primary target population would be the patients suffering from chronic diseases. Secondly, the target population would also include the customers, who are extremely health conscious and would want the robot to keep a constant check on their health situation. Thirdly, it would also include the customers, who want to purchase the telemedicinal product for gifting purposes. The targeting population has been decided by taking an estimated population of the diabetic patients in the United States of America (USA). Market for Telemedicinal Products Telemedicinal product would include varied segments which can be categorized into tele-health, telemedicine, video and mobile health services (Cravens, 2010). The telemedicine market is very mature and has provided clinical care with the help of advanced telemonitoring and tele health systems. The telemedicine market has been worth valuation of $2.9 billion (Transparency Market Research, 2012) The tele health phone system is more advanced than any other health systems and presently it is expected to reach market valuation of $2440 million during the tenure 2012 to 2018 (Transparency Market Research, 2012) Thus, keeping in mind the present market d ynamics and the need of tele medicinal products among the growing patients, the manufactures

International Human Rights Essay Example | Topics and Well Written Essays - 5000 words

International Human Rights - Essay Example Despite ideological difference among these great personalities, they have accepted that it is most essential to build â€Å"a world in which all people might enjoy certain basic and inherent rights simply by virtue of being human beings.† However, there is no denial that shaping up of the International Human Rights movement as one of the most powerful mediums to claim judicial rights for the oppressed has not been at all a smooth process. Despite several obstacles, success of the mass movements during the 18th and 19th century, in different parts of the world clearly aspired leaders of the movement for further success. The consecutive World Wars of the 20th century, the Cold War and series of civil wars in different parts of the world provided a clear picture to all human beings, irrespective of the apparent factors of discrimination that to which extent forms of brutality can be extended. Such realisation turned out to be the strongest foundation for the International Human R ights movement and contemporary leaders of the movement also found a strong platform that helped them â€Å"to champion the cause of international human rights as never before.† Currently, the scope of human rights has become so vast and pervasive that legal scholars of this discipline have gone to the extent of claiming it â€Å"an inherently multidisciplinary enterprise.†3 Consequently, if a glace can be projected over the range of aspects which have been encompassed by the Universal Declaration of Human Rights UDHR, it can be said that such claim is not an exaggeration at all. The UDHR has brought several issues within its scope, starting from rights to life and all those related issues that support evaluation of such right, protection from torture, presumption of innocence, economic, educational and social security rights.

Charge of the Light Brigade Essay Example | Topics and Well Written Essays - 750 words

Charge of the Light Brigade - Essay Example Due to the foolishness of youth and the hope of a quick victory, each of us wanted to be a part of the battle that would change the course of this strange yet intense conflict. Sadly, as a youth is so often optimistic, the hopes and dreams of my fellow comrades and I were soon diminished as the war dragged on far longer than any of us ever expected it to. Yet, at last, we were informed by our officers that our very brigade would be making an offensive maneuver. Many of us thought that this opportunity was one that had slipped by for far too long and were eager to take place in such an activity. We were informed that the target was a fleeing artillery unit that we could harass and ultimately destroy as a means of improving our countrymen’s position on the field of conflict and seeking to leverage a thorough victory. However, before we set out on the charge, we realized that the position we were attacking was not dismantling and leaving but in fact heavily fortified and well pro visioned. As such, we had one of two choices. Either we could refuse the order and instruct our officers that they had made a fundamental error or we could shoulder our duty and perform it per the requirements that we had been trained. Naturally, as valorous soldiers that sought duty and honor before death, we chose the latter. Sadly, the results of this decision were ultimately terminal for many of the men within my brigade. Withering machine gun fire, constant artillery barrage, and small arms fire defined the charge itself. Even though our men reached the outer perimeters of the defenses towards which we had targeted, the force was so greatly reduced that the effectiveness of this attack was repelled almost immediately. Although many individuals who regard this battle consider this a valorous action, I must say that after having taken part in it, the valor of seeing such a slaughter is somewhat lost upon me. Moreover, the retreat itself was almost as deadly as the advance. The ar tillery, machine guns, and small arms of the Russians did not see their engagement until the point in which we were fully out of range and/or undercover of our own defenses. After the charge, officers, fellow soldiers, newspaper journalists, and individuals around the world held us as heroes. However, it is with a great deal of said that I did not specifically feel myself a hero. Rather, I felt that the men and I within the brigade who had engaged in active foolishness were little more than pawns within the hands of misinformed and rather uncaring officers on the field. It must be stated that even though I have this level of sadness and discussed with regards to the way in which this particular action was carried out, the patriotism that I have towards King and country remain undiminished (Cavendish 53). Instead of viewing this charge as a life altering way of thinking about my patriotic duty, I have instead realized that the military chain of command is oftentimes fundamentally fla wed. Rather than performing checks and ensuring that each and every man could be spared, the arrogance of complete and total control over the battlefield, by specific military commanders such as Maj. Gen. Lord Cardigan, allows such individuals to care little with respect to the trials, tribulations, and ultimate death that their soldiers might face in the field of conflict. Moreover, the officers that reported to Lord Cardigan were naturally fearful of questioning the tactics and providing

Phonemic Inventories Assignment Example | Topics and Well Written Essays - 750 words - 1

Phonemic Inventories - Assignment Example The thesis below will discuss the smallest elements of spoken language. One element discussed on this topic is phones versus letters. It is said that human language speech is not only built through face-to-face conversations but also through expressions made through the phones. For instance, if the listener says the word â€Å"puppy!† one will get the meaning through interpretation of messages ( Fountain and Bishoffs 5 ). The meaning of this language is that the person is astonished and even if the visual channels are entirely blocked, the person on the other end will get the message thus the sounds of language are sufficient to allow us to express the meaning. In the word puppy as used in the example, the first word used just a little air is used, very quiet and does not take a longer time. The second sound â€Å"uh†. The third sound is the same as the first one and the final sound is to the vowel â€Å"be†. Single speech sounds are referred by linguistics as phones. These words are separated through a method referred to as orthographic representation, which is specifically designed to write phone of speech occurring to humans naturally (Bartels 221). From the word puppy, the first word appears as pApi in the IPA. Comparing the two the first letters â€Å" P† in the sequences are the same. From the standard English, the letter P usually stand for the sound, but not usually stand for that sound for instance, from the word phrase, the P is silent hence no sound is made during it pronunciation ( Kenneth 79). In the IPA, the letter P always stands for the sound. The second sound in the orthography â€Å" A† in the IPA is represented by the symbol A meaning that the sounds are different. There is no sound in the symbol A, so it is not meaningful ( Kunter 224 ). In the sequence, there is an appearance of the letter â€Å"p† again. The two identical letters sound different from a single letter, and an individual ought to know the

For whom the bell tolls Hemingway Essay Example | Topics and Well Written Essays - 1000 words

For whom the bell tolls Hemingway - Essay Example He takes sides with the natives of Spain fighting against the Nationalist Generalissimo Francisco Franco. Robert Jordan leaves the comforts of his home and the safety of his career to face the challenges of guerilla life. The â€Å"pine needle floor of the forest† (1) is what he chooses when he leaves America, and all the dangers involved with guerilla warfare. A strong sense of duty compels him to make this choice. It is the result of his realization that the suffering of others is not something one can watch from the safety of one’s own home. Instead, it is a call for action to help alleviate the suffering if it is within one’s power. Every suffering individual is not someone different from each one of us, but we ourselves. This is the driving force that brings all the members of this guerilla band together. The intense comradeship felt among the guerillas is remarkable. This feeling reinforces the conviction of the individuals involved that no man is an I-land. The self does not come into concern. It is the others, the common cause that is of vital significance. The sense of belonging to the larger humanity than to a narrow, small group of people is the pervading feeling that binds the people together. The lack of modern machinery and the versatility, power and speed that comes with it are absent among the guerillas. Against the modern, well-equipped, powerful enemies, all that the guerilla group has is quite limited. A comparatively smaller number of people with real commitment, a few horses and some explosives – these are their only strongholds. But what gives them real strength is the intense companionship – the feeling that they are all one entity – for that matter all those in the whole world who are sympathetic towards them. The readiness to let go of themselves for the sake of the common cause, for the sake of others is the hallmark of the guerilla band. Robert Jordan and his elderly guide Auselmo are all geared to face

HEARTS AND MINDS (1974) Essay Example | Topics and Well Written Essays - 500 words

HEARTS AND MINDS (1974) - Essay Example Besides, he also shot much new material and footage. This documentary relies on interviews of many common and important people related to the Vietnam War, interviews of a number of soldiers and policy makers, and many important civil and military leaders directly linked to the Vietnam War. Right from the start the movie tries to analyze and showcase the rise of the US as a superpower after the World War I and the American insistence on exercising dominance over nations and political groups unacceptable to it. The movie unravels the utter militarization of the American political thought and culture which made the nation arrogant enough to engage in senseless military adventurism as the Vietnam War. The essential thing about the movie Hearts and Minds is that it tries to extend to people an insight into the mindset, beliefs, goals and ideology of a generation of political leaders, military policy makers and soldiers who envisaged, carried out and justified the Vietnam War. It exposes the prejudices and biases of the American civil and military leadership that managed and conducted the Vietnam War. For instance, one finds it really shocking to hear American general William Westmoreland saying that â€Å"The Oriental doesn’t put the same high price on life as a Westerners†, in the back ground of clips showing Vietnamese fathers, children, mothers and wives weeping and wailing by the graves of their loved one’s lost to war. In one other footage the movie shows US Lieutenant Coker, a prisoner of war, expressing his views about Vietnam as â€Å"If it wasn’t for the people, it was very pretty. They just make a mess of everything.† The movie shows as to how many of the American military generals, officers, pilots and soldiers harbored a highly dehumanized view of the Vietnamese military opposition and common people. One is surprised to find the pilots and technicians who

Andy Stern’s A Country That Works Essay Example for Free

Andy Stern’s A Country That Works Essay The president of the largest, Andy Stern, fast-growing and dynamic union in North America named SEIU or Service Employees International Union has just recently launched his new book and even conducted a nationwide tour just to promote it. The SEIU president’s new book which is entitled â€Å"Getting America Back on Track: A Country that Works passes judgment on the union of laborers or workers which are present or established nowadays because they have not adjusted or conformed to the current political landscape. Furthermore, he disapproves on the labor unions failure to bring the workers together and unite them on a common goal. Andy Stern in his books lays out a plan that he believed would refurbish or repair the current tax system. Furthermore, the plans that he proposed aimed the transformation of the health care system and fix the retirement system. His new book also includes certain strategies or arrangements to improve the current existing education. Andy Stern’s book is basically concern with the decline of the United States trade union movement. Andy Stern is aware that economy is changing and that there is a great mass of working class that requires equality. The economy is changing by shifting the power more towards those in the authorities and less to the working class. Furthermore, there is a decline or decrease in the rate of private sector unionization and reached the lowest level even before the year 1900. In addition to this, as economy changes and the power shifts to an inequality, the role of the labor in the economy is also changing. As the occurrence of mass protests, especially those that come from the immigrant workers in the United States, and the worker or labor strikes and protests conducted in France continues to increase, the losses which the companies or corporations incur also increases. As the labor tends to slow down, the process and company’s working time decreases and productivity is affected. Andy Stern’s new book is actually not directly aimed at the workers. Furthermore, it does not also include the advancement of any serious strategy in combating the present or occurring corporate assaults on the jobs of individuals and most especially to the living standards. On the other hand, the book is able to inform or give a certain warning to the administrators in the corporate world and the ruling elite. It warns them that if the unions who have worked hard and served the corporate world, more especially in America for already a long period of time, is allowed to collapse, there would be serious and dangerous social upheavals. Furthermore, it gives a forewarning that these social upheavals, if it goes outside the control of those in power or of the labor bureaucracy, would greatly increase. The labors which are organized should be in an innovative position as to create new leadership and perspectives. In the old days, manifestations from the labor unions are mainly expressed through strikes and workers tend to stop from working. This is not a good habit for it does not only incur losses to the corporations but also to the workers as well. Being laid-off from work could also be a problem in the old ways, especially if a union continues to ask its members to do strikes or constant protests. The new organized labor should innovate or reinvent itself to create more ideas in creating solutions to the root of the problem. There would be no serious struggle against the present social inequality if the organized labor’s old ways continue to be of practice. It is therefore necessary or required that the labor union would create or establish an independent political and socialists movement that is composed mainly, if not solely, of the working class. On a different perspective, it can be noted that it is impossible not to understand and be familiar with the effect no matter the degree or even if it was immense, of the increasing productions made by the transnational corporations. It is also impossible to recognize what globalized productions could do with regards to the old labor organizations. On the other hand, acknowledging this fact and be able to create ways of moving forward through a progressive answer are poles apart. According to Andy Stern, the country or the United States labor bureaucracy could outsource the strikes conducted by the labor unions or workers. He stated that the country could give the workers who are in strike a certain â€Å"pay strike† especially in low wage countries. Furthermore, he believed that this could be an alternative in calling out its own members on strike, would eventually reduce the number of strikes conducted by the labor unions. If the workers or labor unions are ready in conducting strikes in the United States and the companies or corporations would also be ready in paying them to strike, then there would be an increase in the losses incurred. It would be very much costly as to when a pay was not given to those who would go on strikes. But, paying the laborers in India, Indonesia or other places to conduct strikes and protests against the same global employer would incur less loss and is basically not that expensive. These assumptions are however blunt and has a mark of certain arrogance to it. It should be noted that an international working class movement should have its grounds on a plan or an agenda that ensures mutual solidarity in achieving liberation for all. It is not good to use workers from other countries to serve as pawns in achieving a narrow and constricted national interest. The final chapter of Andy Stern’s book includes his proposals for the reordering of the society. From his proposals, it could be analyzed that here is none that goes beyond the milk toast reforms which are pressed forward by the sections in the Democratic Party. In addition to this, it can also be noted that his proposals have no chance of being adopted or accepted because the big businesses or corporations do not want any infringement on its profits. These measures which Andy Stern stated were supported by another proposal that he made. He proposed to the capitalists and even to their political representatives that these are under their best interest. Though on the other hand, it may somehow state a conscious duplicity or self-deception and cynicism vaguely. In some cases, cynicism somehow dominates. Andy Stern has some dulled statements which support these points of view and somehow admit that the labor bureaucracy’s alliance together with the Democratic party is worthless or hollow. The statement is somehow correct, in the point of view of an individual who understands through politics or capitalist politics. But in the point of view of a political struggle in general, that statement is basically incorrect. Andy Stern, in some parts of his book, is able to write or create reactionary conclusions which are basically based from the right or proper observations. He puts forward or suggests addressing the incapability, generally the failure, of the labor unions’ alliance with the Democratic Party. On a different point of view, it can be said that this only puts the labor unions in forming closer ties with the Republicans. Generally, Andy Stern’s book, from one chapter or part to the other, is really thought-provoking as to what methods or proposals should be really followed.

Marries Is Better Than Being Single Essay Example for Free

Marries Is Better Than Being Single Essay There are lots of discussion and arguments about to being single or getting married nowadays. The new generation might not willing to bound into marriage life and they wish to remain in single life so they can have more privacy, freedom and the commitment of   responsibilities. However, marriage is union ordained by God and it is also a wonderful union of two people in love. It is unique, opposite-sex union with legal, social, economic and spiritual dimensions. Getting married does bring a lot of advantages to a person either family. The biggest advantage for getting married is emotional stability. Married people treat their own family as shelter and they can feel secure and relax when staying together with their family. Family provides a peace and comfort zone for those married people to restore their energy. Marriage can helps the couple to become more tolerant, unselfish, caring and more responsible. Its provide a chances for the husband and wife to grow with and sharing their life’s challenges, rewards and sorrows with a person who actually knows and understand what you going through and feels the same frequency. There are a lots of difficulties have to learn by marriage people as that is not easiest to living with someone for the rest of their life. They have to overcome all the problems facing by them and to learn how to take care of others feeling, patience, emotion control, temper, time management and attitude towards their family. In a marriage life, there are always someone’s to hear your companions. It is good to have someone there to have a share, to bounce ideas or to have a witty exchange of remarks. Companionship among the married peoples also offers support and can be particularly important at times of trouble or stress. At such times, married people have distinct advantages over being single. The other advantage for marriage is that allows couples to pool their both incomes to share the cost of living and debts, save more money for retirement and doing investment. The married people can also sharing a house, car and food so they can enjoy save cost for basic living conditions compare with a single person. Therefore, people who are married become less poverty but more wealth and their money goes further. It is because, they tend to specialize, exchange, and share roles and functions in ways to generate higher earnings, encourage savings, helping each other’s to restrain from impulse spending, and generally leave the family financially better off. Marriage can also leads to better health and greater longevity for people. There are more likely to enjoy better physical health. The spouses are intimately aware of and impacted by their spouse’s choices. In a sense, couples have a significant vested interest in watching out for one another and encouraging healthy choices and behaviour. For example, the wife might not allow her husband drinking, smoking or other unnecessary risk-taking and also control his weights. Compared to single, divorced or widowed people, the married people experience less depression, anxiety, and other types of psychological distress. Besides, the married people will have active, satisfying and safety sex lives compared with single people. The married people tend to have more sex because it costs them less in time, money and psychic energy. They have find it more satisfying because their sex partner is more available, less distracted, more eager and more secure and able to please. The higher levels of satisfaction for married couples is related to the fact that marriage adds meaning to the sexual act because it symbolizes a union that is based on sexual fidelity, stronger commitment and emotional intimacy. It had increased their commitment and their sense of responsibility, and had generally strengthened their relationships. In addition, the married life can brings greater safety towards the married people and expand their social network. It’s because, the married people have companion to visit places together, visit friends or holiday together. For the single person, that is far more difficult as often modern social life is geared around couples and the single person can often feel left out or sometimes, simply not invited. At times, perhaps, having children might seem to impede their social life but it just brings a change in your social life and much of that social life involves being with your children. Lastly, married people will create a family with a new and challenging life instead of boring life compared with single people. Families are created and held together by the lifelong commitment of a man and a woman who live cooperatively and raise and nurture the children born to them. Families are the building block essential to the formation of a community, and strong social structure arises from the foundation many families provide. A thriving society and culture depend on stable marriages. For example, as marriage declines in a culture,  the state must spend more money and care for children who less of the financial stability with divorce family background. Strong marriages statuses are at the heart of thriving family and community. In conclusion, getting married is better than being single as there married leads to emotional stability, financial stability, train the couples become more independent and responsible, better health and greater longevity, have wonderful sexual life, easy to expand social networks and have a new challenging life instead of boring life compared to single people. Getting married is not an easy but it does bring a lot of meaningful to individuals, family and the community.

Abortion pro life vs pro choice

Abortion pro life vs pro choice Pro-life vs. pro-choice is a nasty debate that doesnt seem to have many answers. There are many questions and facts to back up both sides of the argument. Some people say abortion is a womens rights issue. Other people say its an issue of morality, and still others an issue of just being right. The issue of abortion rights is an opinionated controversy in public life. Every person has an opinion about abortion rights, and it seems that a moral objective has become divided into two different arenas-social issues vs. religious issues, with the Church and the politicians in the direct line of fire. On one side of the abortion rights debate are the pro-life proponents. In the United States, the position of most Christian churches is that the Church has something to say about public life and the good society. The primary involvement of the U.S. Catholic bishops in public life in the last decade focused on abortion. The movement is not flexible, and while the movement recognizes that some women might not be ready to become mothers, pro-life supporters offer women a chance to give up their babies or offer support services. The pro-life movement is simple: abortion is murder and murder is bad. Pro-lifers measure life as beginning at the moment of conception. Anything which may disrupt a pregnancy (including birth control) is wrong. On the surface, the pro-life movement seems to impact the reproductive rights of women-because it does. While Roe vs. Wade 1973 allows women the right to choose to have elective abortions, pro-life supporters believe that the law abortion 3 should stop this from happening. Pro-lifers believe that all abortions are wrong and that every baby should have a chance to be born. The pro-life movement gave rise in the sixties. The proponents maintain that the fetus is alive and human. They believe that the unborn fetus is a person and physically independent, and as a person, the fetus has human rights. Pro-life believers agree that killing an unborn fetus is murder. There appears to be a competition between the U.S. Catholic and American politics. The bishops describe abortion and euthanasia as pre-eminent threats to human dignity because they directly attack life itself. The bishops declare that killing an unborn child is evil and to make such an evil action legal is wrong. Their opposition to legal abortion is the primary social issue. The Churchs teaching that direct abortion is morally wrong has become a tradition in the Church itself-the Church teaches that abortion is not only morally wrong, it is murder. Pro-lifers argue for the rights of unborn fetuses. Catholic moral teaching is based on the dignity of the human person, and the principles based on this foundation of human dignity apply across the board to all life issues. Abortion is now the fundamental human rights issue of today. The outcome of the debate between pro-choice and pro-life opponents needs to be politically correct and morally right. Pro-life and pro-choice are terms of political framing. The Catholic Church does not give women a personal choice in the abortion issue. Abortion is murder and pro-life is anti-abortion. The end abortion 4 result could possibly be that the U.S. bishops and the American politicians will both win their side of the controversy at hand: the social issue and the religious issue of abortion rights will not be morally right, and abortion will not be legal. In the argument for pro-choice, those who want women to have the choice whether or not to have an abortion, the debate does not discuss whether life begins at fertilization. The argument in pro-choice is not necessarily that all women should HAVE abortions, but that women should have the CHOICE whether or not to have one. Pro-choice is a middle ground; anti-choice is forced motherhood. Pro-choice supporters believe abortion should be settled privately between a woman and her doctor. Pro-choice is not pro-abortion. Supporters include those who are personally against abortion, but who do not impose their viewpoint on all women. The pro-choice movement does not advocate abortion over birth-it simply defends the right of women to decide for themselves. The pro-choice believers support and work towards preventing unwanted pregnancies, reducing abortion, promoting contraception, educating women and youth, and ensuring that families have the necessary resources to raise healthy happy children. Abortion clinics and hospitals follow proper protocol for abortion. These clinics must provide full information on the risks and side effects and procedures. They must allow a woman to view the embryo, inform her if there are twins, and provide fetal development photos. All women are counseled on birth control, and counselors offer non-judgmental options to the women. abortion 5 Most women have already made up their minds to have abortions when they visit an abortion clinic, yet 1 to 5% change their minds after counseling. Clinic counselors clear up womens anxieties and fears about abortion. An abortion clinic counselor saves far more unborn babies in a year than an anti-abortion picketer saves in a lifetime. The pro-choice movement and abortion providers are in the business of protecting and respecting womens rights, their moral autonomy, and their choices. They want every woman to be willing and every child to be wanted. Pro-woman, pro-child, pro-family, and pro-life in the true sense of that term. The movement struggles alone in efforts to decrease the need for abortions. Anti-choice opposes contraception and sexual education-a possible return to illegal unsafe abortions. Legal safe abortion is a matter of fundamental rights for women BECAUSE LAWS AGAINST ABORTION DONT STOP ABORTION. Pro-choice supporters do not want to debate with those who wish to strip women of their rights. In my opinion, the moral issue has been transferred from Church to state. Pro-life is a struggle between what is politically correct and morality. Both the pro-life and pro-choice movements have become a moral and political debate between the Church and the lawmakers and work toward their own desires and goals. The Catholic Church says that killing an unborn child is evil and to make such abortion 6 an action legal is wrong. The Church interprets abortion as killing and teaches that killing is a mortal sin. I question where the interpretation comes from: the Bible? The Ten Commandments? The Vatican? The Church thinks that abortion is a threat to human dignity because it directly attacks life itself. The moral issue of abortion becomes a social issue because of the Churchs opposition to legal abortion. They are saying that the act of making an abortion legal is wrong. Its almost like blaming the lawmakers for the sin of abortion. Then, they want the law to enforce their teachings. The abortion issue is not whether a woman is committing a sin by having an abortion, its who is legally responsible for her decision and the outcome. A woman should have the rightful freedom to believe what she wants to believe, and her sin (if it is a sin), is between her and God-not the Church, and not the law. The Church does not give women a personal choice in the abortion choice, therefore, they are taking away their fundamental human rights. I am not going to debate whether pro-life issues are correct or false, but rather, try to understand what pro-life is, what it means, and why its still being argued as the right way. On the other hand, the pro-choice movement is an ethical view that women should have the choice to continue or terminate a pregnancy. If abortion is not legal, women will return to illegal unsafe abortions. I believer that a woman should have the RIGHT to choose what to do with her body, and at the same time, I support the teachings of the Catholic Church that abortion is morally wrong. Abortion is a moral choice for any woman wishing to abortion 7 control her body-and this should be a certain unalienable right. If I were attempting to exercise my right of choice to have or not have an abortion, I would need to ask myself the following questions: -Is the fetus alive? Of course. Its a biological mechanism-a genesis of new life. But it does not have human rights-including the right to be aborted during its gestation. -Is it human? Yes-a human being in an early stage of development-not with full human rights. -Is it a person? No-just a potential person. -Is it physically independent? No-absolutely dependent on another human being for its continued existence. -Does it have human rights? Yes and no. Not before birth. -Is abortion murder? No-its not an independent person. While I support the teachings of the Church, I believe that a women should have the right to choose what to do with her body. The pro-choice movement wants every woman to be willing and every child to be wanted. Pro-woman, pro-child, pro-family, and pro-life in the true sense of that term. No one has the right answer, but no one has the wrong answer either. Although the woman always has the right to choose, the pro-life movement makes some good points any scared and single mother might want to consider. As for my feelings, I believe that abortion is a private issue-an issue that abortion 8 should be between a woman and God. I believe the Churchs teaching that God gave me free will to make my own decisions. I think that the pro-choice movement struggles alone in its efforts to decrease the need for abortion. Legal safe abortion is a matter of fundamental rights for women because LAWS AGAINST ABORTION DONT STOP ABORTION. Pro-life vs. pro-choice is a vicious debate that doesnt seem to have many answers. Some people say abortion is a womens rights issue. Other people say its an issue of morality, and still other an issue of just being right. abortion 9

Comparing the poems Dulce Et Decorum Est and Anthem for Doomed Youth Es

Comparing the poems Dulce Et Decorum Est and Anthem for Doomed Youth, comment on the poet's use of language and poetic technique showing how successful he is in conveying his message. 'Comparing the poems 'Dulce Et Decorum Est' and 'Anthem for Doomed Youth', comment on the poet's use of language and poetic technique showing how successful he is in conveying his message. 'Comparing the poems 'Dulce Et Decorum Est' and 'Anthem for Doomed Youth', comment on the poet's use of language and poetic technique showing how successful he is in conveying his message. Wilfred Owen wrote both the poems 'Dulce Et Decorum Est' and 'Anthem for Doomed Youth' during the First World War. Wilfred Owen was a British poet born in 1893. He entered World War 1 (1914 - 1918) in October 1915 and fought as an officer in the battle of the Somme in 1916 but was hospitalised for shell shock in May 1917. Here he met Siegfried Sassoon, a poet whose anti-war works were in harmony with Owens concerns. Under Sassoon's care, Owen began producing the best work of his short career. His poems are suffused with the horror of battle and are a passionate expression of outrage at the horror and pity for the young soldiers sacrificed in it. Owen was awarded the military cross for serving in the war with distinction. He died one year after returning to battle and one week before the war ended in 1918. I believe that Owen wrote these poems because he wanted to tell people about the horrible things he has seen and been through. Also I believe he wrote them to deliver the truth to the people at home and to the people who were thinking of going to war because it was glorious. I don't think he was telling them not to go to war but to go to war... ...poems have a few differences, which make them contrast with each other. 'Anthem' is describing the funerals/burial of people at home and 'Dulce' is about the death on the battlefield. 'Anthem'is a reflective poem whereas 'Dulce' is very visual and extremely graphic giving it a deeper impact on the reader. 'Anthem' is written as a sonnet because it has 14 lines, 3 quatrains and one rhyming couplet. This immediately gave me the impression that the poem was softer than 'Dulce' (Which is written in free verse) because I tend to associate a sonnet with Romeo and Juliet, which is all about love. In conclusion I think that 'Dulce Et Decorum Est' effectively conveyed Owen's message to the reader because it was much more visually disturbing, and made you feel pity and sympathy for all the thousands of people who die like that in the wars we have had in the past.

Child Abuse in A Child Called It by Dave Pelzer Essay -- A Child Calle

In American society today we fail to address several issues that need to be addressed. Unfortunately, child abuse is one of the major issues that our country is plagued with, yet we neglect to bring this to the attention of the entire nation. It is often over looked because everyone has a different view of what exactly defines child abuse. The International Child Abuse Network (ICAN) uses four basis categories to docunment the child abuse cases. They are: emotional abuse, neglect, physical abuse, and sexual abuse. I will be describing the first three. Emotional Abuse, (also known as: Verbal abuse, mental abuse, and psychological cruelty) includes acts or the failures to act by parents or caretakers that have caused or could cause serious behavioral, cognitive, emotional or mental disorders. This can include parents and/or caretakers using extreme or bizarre forms of punishment, such as the child being confined in a closet or dark room, being tied to a chair for long periods of time, or threatening or terrorizing a young mind. Less severe acts, but no less damaging is overly negative criticism or rejecting treatment, using degrading terms to describe the child, constant victimizing or blaming the child for situations. Neglect (the failure to provide for the child?s basic needs) can be physical, educational, or emotional. Physical neglect can include not providing adequate food, clothing, appropriate medical care, supervision, or proper weather protection (heating or coats) to the child. Educational neglect can include failure to provide appropriate schooling or special educational needs, allowing excessive truancies, to the child. Psychological neglect is the lack of any emotional support and love, never attending to the child, spousal abuse, or drug and alcohol abuse including allowing the child to participate in drug and alcohol use. Physical abuse is to cause or inflict physical injury upon the child. This may include, burning, hitting, punching, shaking, kicking, beating, or otherwise harming a child. The parent or caretaker may claim not to have intended to hurt the child, that the injury was an accident. It may have however, been the result of over-disciplines or physical punishment that is inappropriate to the child?s age. In 1998 NCANDS (National Child Abuse and Neglect Data System) calculated the Fatalities by Maltreatment, Child Abuse... ... Year Published:  2004 3. The Child Welfare League of America. (1999). State Child Welfare Agency Survey. US Bureau of the Census; ?Estimates of the population of state by age, sex, race & Hispanic origin: 1990 to 1999;? published 12/29/99 Administration for Children and Families Fact Sheets and Publications Table of Contents: Child Maltreatment 2000 Chapter 5 4.  Ã‚  Ã‚  Ã‚  Ã‚  The World Wide Web Virtual Library: The Men's Issues Page  Ã‚   Child Abuse and Neglect Statistics from the National Committee to Prevent Child Abuse April, 1994 and 1995 Number of Child Abuse and Neglect Reports Nationwide  ·Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  American Association for Protecting Children (AAPC). (1988) Highlights of Official Child Neglect and Abuse Reporting, 1986. Denver, CO.: American Humane Association.  ·Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ogintz, E. The Littlest Victim. Chicago Tribune, Thursday, October 6, 1988.  ·Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Sedlak, A. (1990) Technical Amendments to the Study Findings--National Incidence and Prevalence of Child Abuse and Neglect: 1988. Rockville, MD: Westat, Inc.  ·Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Wiese, D. and Daro, D. (1995) Current Trends in Child Abuse Reporting and Fatalities: The Results of the 1994 Annual Fifty State Survey. Chicago, IL.: NCPCA. Child Abuse in A Child Called It by Dave Pelzer Essay -- A Child Calle In American society today we fail to address several issues that need to be addressed. Unfortunately, child abuse is one of the major issues that our country is plagued with, yet we neglect to bring this to the attention of the entire nation. It is often over looked because everyone has a different view of what exactly defines child abuse. The International Child Abuse Network (ICAN) uses four basis categories to docunment the child abuse cases. They are: emotional abuse, neglect, physical abuse, and sexual abuse. I will be describing the first three. Emotional Abuse, (also known as: Verbal abuse, mental abuse, and psychological cruelty) includes acts or the failures to act by parents or caretakers that have caused or could cause serious behavioral, cognitive, emotional or mental disorders. This can include parents and/or caretakers using extreme or bizarre forms of punishment, such as the child being confined in a closet or dark room, being tied to a chair for long periods of time, or threatening or terrorizing a young mind. Less severe acts, but no less damaging is overly negative criticism or rejecting treatment, using degrading terms to describe the child, constant victimizing or blaming the child for situations. Neglect (the failure to provide for the child?s basic needs) can be physical, educational, or emotional. Physical neglect can include not providing adequate food, clothing, appropriate medical care, supervision, or proper weather protection (heating or coats) to the child. Educational neglect can include failure to provide appropriate schooling or special educational needs, allowing excessive truancies, to the child. Psychological neglect is the lack of any emotional support and love, never attending to the child, spousal abuse, or drug and alcohol abuse including allowing the child to participate in drug and alcohol use. Physical abuse is to cause or inflict physical injury upon the child. This may include, burning, hitting, punching, shaking, kicking, beating, or otherwise harming a child. The parent or caretaker may claim not to have intended to hurt the child, that the injury was an accident. It may have however, been the result of over-disciplines or physical punishment that is inappropriate to the child?s age. In 1998 NCANDS (National Child Abuse and Neglect Data System) calculated the Fatalities by Maltreatment, Child Abuse... ... Year Published:  2004 3. The Child Welfare League of America. (1999). State Child Welfare Agency Survey. US Bureau of the Census; ?Estimates of the population of state by age, sex, race & Hispanic origin: 1990 to 1999;? published 12/29/99 Administration for Children and Families Fact Sheets and Publications Table of Contents: Child Maltreatment 2000 Chapter 5 4.  Ã‚  Ã‚  Ã‚  Ã‚  The World Wide Web Virtual Library: The Men's Issues Page  Ã‚   Child Abuse and Neglect Statistics from the National Committee to Prevent Child Abuse April, 1994 and 1995 Number of Child Abuse and Neglect Reports Nationwide  ·Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  American Association for Protecting Children (AAPC). (1988) Highlights of Official Child Neglect and Abuse Reporting, 1986. Denver, CO.: American Humane Association.  ·Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ogintz, E. The Littlest Victim. Chicago Tribune, Thursday, October 6, 1988.  ·Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Sedlak, A. (1990) Technical Amendments to the Study Findings--National Incidence and Prevalence of Child Abuse and Neglect: 1988. Rockville, MD: Westat, Inc.  ·Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Wiese, D. and Daro, D. (1995) Current Trends in Child Abuse Reporting and Fatalities: The Results of the 1994 Annual Fifty State Survey. Chicago, IL.: NCPCA.

Constructive Teaching Methods: Nursing

I am a registered nurse working in one of the largest NHS hospitals in the UK. There are three different specialities on my ward. Infection disease, Tropical disease, Immunology, but we are well known as the Infection Disease ward. My ward is a Fourteen bedded ward; consisting of mostly single and double lobby side rooms, we also have five bedded bay. Due to the NMC (2008a) confidentiality code I must refrain from using any information regarding the identity of people in order to protect the identities, trust and clinical settings. The purpose of this assignment is to explore the experience of mentoring student nurses and also to establish a working relationship. This professional study will enable me to nurture the student nurses and improve the outcome of the student learning process and how the experience will affect my future practise. The definition of a mentor is a registrant professional e.g. nurse, midwives or any other professionals who has successfully completed an accredit ed mentor preparation programme from an approved HE programme. The NMC definition of a mentor is, a registrant who following successful completion of an NMC approved mentor preparation programme – or comparable preparation that has been accredited by an AEI as meeting the NMC mentor requirements – has achieved the knowledge, skills and competence required to meet the defined outcomes† (NMC, 2008b).Mentors need to be qualified for at least a year in their current profession and most mentors would have worked with students as co-mentors. A mentor is therefore an individual who has achieved the knowledge, skills and competence required to meet the defined outcomes of stage 2 of the developmental framework to support learning and assessment in practice (NMC, 2008b). The role of the mentor is teach and guide future nurses in a clinical area, whilst keeping to the NMC standards of mentoring in health and social care (NMC, 2008b). Mentors play a vital role in supporting , teaching and assessing students in the practice area. Helping study to learn or have better understanding of the ward speciality, according to their level of learning stage.Relate learning and teaching strategies to ensure effective learning experiences and the opportunity to achieve learning outcomes for students by giving the student nurses the confidence to ask questions about their learning experience. Communicating and evaluating principles of assessment, including direct observation to the demonstration of competence, utilising appropriate  criteria for the student nurse. Facilitating learning opportunities, by allowing students to work with the Multi-Disciplinary Team (MDT) and going to surgical or non-surgical procedures to improve their learning development.Part 2.The NMC also known as The Nursing and Midwifery Council is a supervisory body for nurses and midwives. The main purpose of the NMC is to protect the health and welfare of the general public by retaining a regi ster of all nurses, midwifes and specialist community public health nurses that are able to work inside the UK. They ensure this by setting up a framework for their education, conduct, training, presentation and principles.When issuing new standards or giving advice, the NMC turn to nurses and midwives as well as potential nurses and midwives, the general public, employers and all those involved in the teaching and educating of nurses and midwives. When those standards have been set, they are revised once every five years (NMC, 2004a). As part of the NMC standards for mentors; practice teachers, teacher nurses and midwives must correspond to the 8 domains. †¢Establishing effective working relationships†¢Facilitation of learning †¢Assessment and Accountability †¢Evaluation of learning †¢Creating an environment for learning †¢Context of practice †¢Evidence-based practice †¢LeadershipEstablishing an effective working relationship and creating an environment for learning are two important standards that a mentor must create at the start of their mentorship. When establishing an effective working relationship with their student they must exhibit a decent understanding of all factors that affect how the undergraduates integrate into the practice as well as helping the student overcome obstacles that would affect meeting that standard.They must also provide the continuous support and guidance to simplify change from one learning environment to another by providing the student with time to adjust to the changeover. Above all a mentor must have  an authentic professional and semi-professional working relationship to support the student with their entry into the register (NMC, 2004). When creating an environment for learning, a mentor must remember to give guidance and support to a student by identifying the level their working at and by giving the right provision that they need.Also they must use a variety of learning experienc es including patients, clients, carers and the professional team; to meet definite learning needs; also they must classify aspects of the learning environment which could be improved by discussing with others to make suitable alterations. But above all they must perform as a resource to simplify the personal and professional growth of others. The daily challenges that mentors face is time and having a place to address their students. As a mentor you have your own job to carry out as well as teaching and assessing students, which makes time-keeping difficult.A mentor is expected to perform different roles, the main focus lies on a mentor's ability to serve as a role model to nursing students. A mentor cannot neglect their other duties as a nurse, they need to be able to carry out the duty of being a nurse which is a time consuming job, and this also affects how they assess their students as they have barely enough time to do so. Another problematic issue that is hard to solve is havi ng a place to address students in the work environment, it is understandable that a hospital isn’t exactly an office building but a busy environment where all the employees need to be attentive, however this is our place of work nonetheless and students deserve a place where their mentors can thoroughly converse with them on any issues they may have.If mentors were able to instruct their students on certain responsibilities that they need instructions on and assess their students without the challenges that occur around the work place, mentors would have less of a hard time trying to see to all of their responsibilities at once (NMC, 2008b). The Nursing and Midwifery Council standards are to support the learning and assessment in the practise setting. The practise do provide a framework for mentors, however the nature of documents it is not comprehensive enough to consider all angles of competence in the interpretation of the student assessment (Cassidy, 2009)It could be refl ected that on some level of assessment that it can remain biased despite the framework being provided, due to the innate nature of the involved profession and the variation of skills to be  assessed. Duffy (2003) identified that one reason mentors may â€Å"fail to fail† students in practise is lack of knowledge of the assessment process. Price (2005) says that practise-based assessment needs to be conducted transparently, rigorously and fairly, and discussed two purposes of assessment: Formative and summative assessment.Holistic assessment of competence is challenging to structure on a framework, predominantly when considering a student reflexive action to develop their knowledge skills and attitude with emotional intelligence (Freshwater and Stickley 2004). This is somewhat corrected by the responsive development of a ‘sign off mentors’ who make a final judgement on the fitness for practice of the student at the end of their training at the end of their third year placement (NMC 2008b).Part 3: My practice based assessment sessionPractice based assessment is a core method of assessing the knowledge, skills and attitude of a student (Bloom 1956, Wallace 2003), but is complex to ensure objective management (Carr, 2004). To accommodate a diversity of patients and needs (Dogra and Wass, 2006), different types of assessment are necessary, all of which are part of the mentor student relationship (Wilkinson et al 2008, Figure 3, NMC 2008b).Type of assessmentClinical evaluation exercise; is a demonstrations of the student performing an important clinical skill, this can be integrated into ward environment or routine patient encounter (e.g. seeing a student wash their hands with alcohol gel after seeing a patient) Direct observation of procedural skill; observing a student carrying out a procedure and providing feedback afterwards (e.g. performing the seven stages of the hand washing technique). Case based discussion; this is a structured intervi ew to explore behaviour and judgement (e.g. discussing aspects of a study and what a student did or observed). Mini peer assessment; is when a qualified professional providing feedback on an individual’s performance, including self-assessment (e.g. feedback from observers that supervise a student in their clinical placement).Validity and reliability are the cornerstones of a fair and objective method assessment, and mentors need to ensure that their  assessment sessions is appropriate to the level of the learner (Walsh, 2010) Assessment is formal knowledge that allows mentors to review of abstract of knowledge, including the possibility of probable risks or other influencing factors. Assessing an individual in practice, is related to collecting information as evidence of the student’s ability to perform particular in a clinical settings, these includes observing, measuring, interviewing and making decision (Gopee, 2011).These skills are also used to evaluate a studen ts’ knowledge and skills. For the evaluation of health professional learners’ for the clinical competencies and related knowledge, assessments can be described as a purposeful observation and questioning commenced to ascertain the learners’ ability to perform particular clinical interventions in a precise accordance with established or approved guidelines, and the knowledge of rationales for each action (Gopee, 2011).Consistent assessments have limitations regarding validity and reliability for many reasons. There is an obligation for co-ordination between educators and service providers to approve on suitable assessment pathways for formative and summative assessments, allowing a fitting level of an assessment and practice theory link (Price, 2007). Mentoring in a complex clinical setting, makes it difficult to assess the competence of our student learners, also student skills might be ignored due to congruence necessary between possession of personal qualities and their applications in a moment of care, given the complexity of many nursing situation.Therefore, mentors need to be conscious of providing safe, high quality patient care while supporting the participants and learning in complex care situations (Cassidy, 2009). This is critical, as being an expert practitioner may not automatically equate with being a proficient assessor (Cassidy, 2009). Competence has become especially significant to the achievement of clinical learning outcomes as 50% of fitness for practise (Department of Health, 1999).My assessment was to assess the competence of a first year student using the seven stages hand washing technique in a clinical setting. I consider hand washing to be an important skill in nursing because it prevents the spread of diseases and infections from carer’s to patients. Poor hygiene enables infections and bacteria to spread around the hospital, especially when health professionals do not wash their hands thoroughly before and after seeing a patient.Therefore, if everyone washed their hands thoroughly we  would reduce the risk of cross contamination. By teaching my student the importance of the hand washing technique this would then make a huge impact on their learning outcome. I would consider this assessment a direct observation of a procedural skill (Wilkinson et al, 2008). During my assessment, an observing qualified mentor was present and observing at all angles of the assessment and feedback. The observing assessor has completed the written feedback about the assessment provided (Appendix 2). My assessment was planned using the criteria and a number of selected questions developed, to test the students understanding (Appendix 1).The criteria for the assessment, was planned at an appropriate level for the student to comprehend on both a theoretical and practical level (Stuart, 2007).I will establish a rapport by introducing myself to the student and explaining the teaching that I will do without ma king the student learner feel anxious or nervous. I am planning to do a checklist where my student will be able to evaluate my teaching by completing a questionnaire. In this questionnaire my student will be able to evaluate me by choosing a mark between 1-5, 1 being very bad and 5 being very good (Appendix 3). With this plan I will be able to reflect on my teaching and identify my weaknesses so that future students will be able to learn even more from me.My observer informed me that I had established a good rapport with my student which helped reduce any anxiety with the student, also I was informed that I connected with my student which helped the student feel comfortable. The environment was calm which means that the location was suitable for the teaching session. My observer also indicated that I had a good use of verbal language which also means that the student and I had no difficulties communicating pre and post teaching sessions.My positive attitude helped the teaching outco me as it eased the student’s anxiety and provided a good learning atmosphere. Considering the feedback and upon my own reflection on the assessment, there is need for my future development. However, I can say that my teaching was affective in a positive light, and I feel that my student has demonstrated a good hand washing technique that they have learnt from my teaching demonstrations.For future references, I will arrange for my student to take on more responsibilities for example; doing a hand washing audit. In conclusion, my observing assessor thought that my assessment of the student was suitable for their level of knowledge, skill and attitude (Bloom 1956,  Hinchliffe 2009, NMC 2008b) and effective in defining the level of competency in this clinical area.Part 4: My practice based teaching sessionI have arranged a teaching plan (Appendix 4), a power-point presentation and a hand out of the presentation prior to the teaching session. My presentation mentions the importa nce of the hand washing technique and gives step by step instructions that my student will find valuable. This teaching took an andragogy approach as an opposed to pedagogy approach, however, during my demonstrations it was clear that the learning allows for a more pedagogy approach. The pedagogy approach uses a descriptive of the old-style approach to teaching which regards the teacher as the font of all knowledge and upon whom the student is dependent. The learning theory descriptionThe humanistic approach takes into account base feelings, attitudes and values when examining knowledge and skills and recommends that rationale for learning in personal growth. This approach is very useful in nursing, as the attitudes and ethics are closely linked to nursing. One of the key factors of this approach is the importance of creating an independent, student centred, pleasant and safe teaching environment. The humanistic theories identify two different types of teaching approach, andragogy a nd pedagogy. The andragogy uses the concept of adult learning, where the pedagogy is generally regarded as relating to teaching children. There are four basic differences between the adult learner and child learner. Self-concept:Adult are more responsible for their own learning experience, they are less dependent and self-directed in their own learning. Adults are more involved in the planning and evaluation of their work, whereas children rely predominantly on the teacher to plan and also evaluate their learning. Experience:Adults use their past experiences and previous knowledge as a guide to their future learning. Readiness to learn: Adult learners are likely to be in education of their own accord therefore they take their initiative for learning and tend to focus more on that which has direct relevance on their lives. Orientation to learning:Adults are more enthusiastic to try and apply their learning to life and will usually become more problem focused rather than content orien ted.The difference between the cognitive and behaviourist learning theories is that behaviourist believe that learning is based upon the key concept of stimulus response and condition whereas the cognitive believe that learning involves the mental process such as perception, reasoning, memory and information processing (Walsh, 2010).I have arranged for a qualified mentor to assess and observe my teaching and my feedback that I provided to the student (appendix 5). My assessor provided written feedback on my session. My assessor also noted how beneficial the use of further reading and hand outs. Provision of printed hand-outs, particularly with space for notes beside them, may help accommodate students who have dyslexia, and may otherwise struggle to absorb the information provided (White, 2007).I arranged the presentation to a standard where my student would be able to comprehend, with visual and audio guidance where each slide has just enough information to be thoroughly understood ; as I was going through the presentation I was keeping good eye contact and body language to ensure that my students felt comfortable. At the end of the slide, I asked my student if they understood what I said and demonstrated. My assessor commented upon the open questions I asked, keeping the student interested, engaged and relating to practice, encouraging andragogy learning.Learning StyleVisual; Learns through images, visual tools or imagining events. Completed tasks on time, has a reasonable interest in theoretical values Auditory; Learns well through talks or lectures. Absorbs sequenced organised information well, Uses checklist. Great at multitasking. Can focus well and understands the big picture. Kinaesthetic (Tactile) Learns through doing. Tends to enjoy the experience of learning. Finds it easy to demonstrate. Can  completely understand instructions or information when presented orally. Finds attention to detail simple.Upon reflection I can use this experience to expand my personal knowledge and how to develop my skills as mentor in the future. I will different resource to expand on my teaching as a mentor, different methods to suit the individual needs to learn. A wider range of learning styles would accommodate all types of learning (Rassool and Rawaf 2007, Pashler et al 2009). I would also ask my student, the best way to learn and accommodate their learning needs. I can also put more emphasis on patient safety issues (Beskine 2008).Part 5During my mentorship preparation, I have learnt that being a mentor is essential part of the student learning curve. As a mentor it is my responsibility to support my student in meeting the continues professional developments needs in agreement to the Code of Practice (NMC 2008b, Ali and Panther 2008). I also learnt that being a mentor is fragment and section of leadership behaviour to teach students (Girvin, 1998). Transformational direction focuses on the ability to influence circumstances or people by affect ing their methodology of thought and their role modelling (Girvin, 1998). Transformational guidance in nursing inspires independence and allows students or staff to reach their potential and encourages good interprofessional rapport (Pollard, 2009).By assessing and addressing the daily obstacles mentors face in clinical environment, I would act as role model to overcome the difficulty of time and having a quiet place to assess my student. I would manage my time by planning ahead and adhere to this set time and book a room to interview my student in advance. This will help me to develop my student and help me as a mentor, but would also set a good example for the other mentors on the ward, this will improve their behaviour and practice in a positive way (Girvin 1998, Pollard 2009).Overcoming obstacles such as bad staffing levels, busy ward situation and the burden of clinical commitments influence me on a harmful effective working relationship between the student and I (Beskine 2009, Hurley and Snowden 2008, McBrien 2006). Finding time to provide written feedback in the student’s documentation can be limited (Price, 2007). By e-mailing other colleagues mentors regarding the student progress on regular basis it may become common practice providing a greater range of student evaluation and a positive learning environment (Cassidy, 2009). This feedback can then be sent to the mentor at a quieter time, and discussed with the student prior to signing and entry into their documentation with time being less of an issue. Despite this being a good use of resources and time management (Beskine 2009).Preventing influencing factors such as anxiety of the student or I affecting the reliability, subjectivity and the validity of the assessment (Price, 2007). This can be supported by facilitating the learning of my student by having flexibility and understanding of the different learning styles of the student, including students with learning difficulties or disability (White 2007, Stuart 2007). As mentors, we must place strong relations between practice and theory to ensure suitability of assessment and teaching. With these concerns, the student mentor relationship must be encouraged to provide a good quality learning experience (Ali and Panther, 2008).Pre-assessing my students learning style in the initial interview would help me encourage the student to participate in a higher standard of learning (Knowles, 1990). This would help me to adjust my working strategy to build a better relationship between the student and I. I am currently mentoring a first year student on their first clinical placement, and from observation I could identify they lack a great deal of experience with adult learning and constantly need extra support and provision of resources to facilitate the learning curve, predominantly with practical skills.Orientation is the gateway to a positive placement (Beskine, 2009). All students deserve to be assessed fairly and objectively (Ali and Panther 2008), however this might cause hostile emotions or teaching environment to both the student and assessor, so it is important that this is done properly, to ensure student  progression is not impaired (Duffy 2003, Wilkinson 1999) and competence is insured to maintained patient safety(NMC 2008b, Lomas 2009).My main concern is to ensure that all the students I work with are properly assessed and are competent and fit for practice (NMC, 2008b). It is vital to frequently work with students and have clear objectives set for them from the initial interview (Duffy and Hardicre, 2007a). I am aware that my responsibility as their mentor is to make sure all concerns with the student performance are raised by midpoint the latest, so we can set action plan for the final interview. There should be no sudden surprises for the student summative assessment and for their progress and level of competence (Duffy and Hardicre, 2007a).In conclusion, mentoring is a complex and diverse role, and it is a role I will take on with focus and knowledge and the endeavour to continue to develop as a practitioner, assessor and teacher in the clinical setting. This reflective process has been incredibly valuable in preparing me to be a mentor, and my personal and professional development. I have gained a much deeper understanding of the mentor student process through investigation of the various aspects of NMC standards, as well as various assessments and teaching strategies. Areas on which I must develop are clear and in completing this course I feel adequately prepared, and look forward to further developing my skills and knowledge within this role.

Consider the presentation of Beatrice and Benedick’s relationship early in the play, in particular, how does Shakespeare make Act two Scene 3 entertaining for the audience? Essay

[Consider the presentation of Beatrice and Benedick’s relationship early in the play, in particular, how does Shakespeare make Act two Scene 3 entertaining for the audience?] â€Å"Much Ado About Nothing† was written by William Shakespeare in the late 1500’s, and is set in Messina, Sicily. The play is a comedy, about love and deception, and in it we see a battle of the sexes and themes such as, love, hate, jealousy and friendship. The play centres around two relationships, one between sharp-witted Beatrice and light-hearted Benedick, and another between young lovers Hero and Claudio. To pass time, Don Pedro sets a â€Å"Lover’s Trap† for Benedick, a bachelor, and Beatrice, his favourite arguing partner. Meanwhile, the evil, Don John conspires to break up Hero’s and Claudio’s marriage by accusing Hero of having an affair. Shakespeare interweaves two plots in this story which in the end, as the title says all turns out to be ‘Much Ado About Nothing.’ In the beginning of the play Shakespeare presents Benedick as a light-hearted character, he does this by showing the audience that Benedick is witty and has clever insults when he is mocking Beatrice, â€Å"I would that my horse had the speed, and so a good continuer.† Shakespeare is preparing the way for the audience to realise Benedick is perfectly matched with Beatrice way before he does, even when he teases her he uses metaphors and word play, this is a form of dramatic irony. Benedick is the entertainer; he uses witty hyperbole to express his feelings. Benedick vows he will not marry. He engages in a competition to outwit, Beatrice, but his friends Don Pedro, and Claudio, believe he has deeper feelings for Beatrice. Act 2 scene 3 ends with a soliloquy â€Å"if I do not take pity of her, I am a villain! If I do not love her, I am a Jew† [Lines 239-240].This line is from Benedicks’ soliloquy. It shows the audience a different side of Benedick and leaves them, wondering if he will really love Beatrice, or if he is doing it for himself, his pride and honour. By not having Benedick makes this clear Shakespeare builds tension because the audience left knows that something important has not been said this makes the audience feel involved and manipulates our sympathies. When Benedick hears Claudio, Don Pedro and Leonato discussing Beatrice’s love for him, Benedick admits to being â€Å"horribly in love with her,† [Act 2 Scene 3 Line 215]. Beatrice is the niece of Leonato, and is close friends with her cousin Hero, Leonato’s daughter. Beatrice is feisty, witty, clever and sharp and Shakespeare portrays her as being almost like the female version of Benedick. Beatrice keeps a â€Å"merry war† of wits, with Benedick. The play suggests that she was once in love with Benedick but that he led her on and their relationship ended. In the comic there was a conversation between Don Pedro and Beatrice that suggests this, Don Pedro says â€Å"You have lost the heart of Signior Benedick.† Beatrice replies â€Å"Indeed, my lord, he lent it to me awhile, and I gave him used for it, a double heart for a single on. Marry, once before he won it of me with false dice: therefore your Grace may well say I lost it.† [Act 2 Scene 1 Lines 245] Similar to Benedick, Beatrice refuses to marry because she has not found the perfect, equal partner. Beatrice rages with fury at Claudio for mistreating her cousin, and rebels against the unequal status of women in Renaissance society. For example, in Act 4 scene 1 Line 309-310 she says, â€Å"O that I were a man for his sake! Or that I had any friend would be a man for my sake!† And in Act 4 Scene 1 Line 313-315 she passionately says: â€Å"I cannot be a man with wishing, therefore I will die a woman with grieving†¦Ã¢â‚¬  This tells us that Beatrice is frustrated because in the Renaissance Society that she lives in women had no equal rights. It also shows the audience that Beatrice is very independent for her time. Early in the play Shakespeare presents Benedick and Beatrice as individuals that will never get married. Beatrice says â€Å"I had rather hear my dog bark at a crow than a man swear he loves me†¦Ã¢â‚¬  [Act 1 Scene 1 Lines 107-108]. Beatrice puts herself out of reach from Benedick and from all men. Benedick also says, â€Å"It is certain I am loved of all ladies, only you excepted. And I would I could find it in my heart that I had not a hard heart, for truly I love none†¦Ã¢â‚¬  [Act 1 Scene 1 Lines 101- 104], he describes himself to be a ‘ladies man’ every woman loves him apart from Beatrice. At this point both of them are sure they will never marry or fall in love. In Act 2 Scene 3, Leonato, Don Pedro and Claudio work together to try and convince Benedick that Beatrice is in love with him. Benedick unknowingly finds himself caught in the position of being the one deceived. He thinks that he is eavesdropping on his friends, but, they deliberately speak louder so that he will hear them. In this scene Benedick realises that he is in love with Beatrice. In a soliloquy Benedick says that there is no shame in changing his mind about marriage, and declares, â€Å"I will be horribly in love with her†¦. the world must be peopled. When I said I would die a bachelor, I did not think I should live till I were married† [Act 2 scene 3 Lines 207-215]. This speech gives the audience an emotional glimpse into Benedick’s generous and compassionate heart. Although Beatrice comes across as being very sharp, she is vulnerable. Once she overhears Hero describing that Benedick is in love with her, she opens herself to the sensitiveness and weakness of love. Beatrice is overwhelmed by the fact that Benedick is in love with her, Benedick and Beatrice both change after the â€Å"trick†. No one can trick you into loving someone you either do or you don’t. One of the ways that Shakespeare makes Act 2 Scene 3 entertaining for the audience is by using hyperbole. In this scene Claudio describes Beatrice’s feelings for Benedick by saying she, â€Å"Weeps, sobs, beats her heart, tears her hair, prays, curses- ‘O sweet Benedick! God give me patience!† [Act 2 Scene 3 Lines 140]. This use of hyperbole serves two different purposes, firstly Claudio uses it to persuade and convince Benedick of the depth of Beatrice’s love for him and that what he is overhearing is the truth. Secondly, Shakespeare uses this hyperbole for the audience’s benefit; to entertain them and to create comedy. It shows Don Pedro, Claudio and Leonato enjoying them at Benedick’s expense, exaggerating to show that Beatrice is a mess because she is torn between desperately keeping her feelings secret, and letting Benedick know about her love for him. Don Pedro, Claudio and Leonato realise that they have to be very convincing and put on a good show to fool Benedick. Another way in which Shakespeare makes this scene entertaining for the audience is by having Benedick very quickly change his opinion about love. Part of the comedy in this scene is watching Benedick start off very clear about his life and his position about women, and see him at the start of Act 2 Scene 3 mocking men who laugh at other men for being in love but then fall in love themselves, and then by the end of Act 2 scene 3, Benedick has fallen in love himself. He is completely changed and has become very romantic, and he has no doubts about his feelings for Beatrice. Shakespeare makes this entertaining for the audience by having Benedick go through a complete change of mind. Shakespeare adds to the entertainment at the end of this scene by having Benedick interpret Beatrice’s action as evidence of her being in love with him, â€Å"You Take pleasure then in the message!† [Act 2 Scene 3 Lines 231] Beatrice who is innocent to all of the trickery dismisses him and teases him like she always does, â€Å" Yea, just so much as you may take upon a knife’s point, and choke a daw withal† [Act 2 Scene 3 Lines 232-323]. Beatrice is unaware of any change in Benedick. During the course of the play Shakespeare uses different types of wordplay to convey the characters thoughts and feelings; he also uses different types of themes such as jealousy, Hate, Love, and self deception. Shakespeare uses a lot of figurative language in his plays this helps to show the characters is feeling and it helps to convey emotional intensity. Beatrice and Benedick’s playful relationship is in contrast to the more romantic and serious relationship between Claudio and Hero. Hero and Claudio’s relationship provides the romantic plot line in the comedy, and they tend to speak in verse. However through the use of language, Shakespeare presents them as being more artificial and sentimental in the way they view love. Three quarters of the play is written in prose, similar in structure to the English spoken today. The use of prose in the play shows the down to earth approach of the verbal play fighting between Beatrice and Benedick. Beatrice and Benedick use a lot of prose and most of the plays comedy depends on this. An example of this is in Act 1 Scene 1 Lines 218, Benedick says, â€Å"If I do, hang me in a bottle like a cat, and shoot me.† Here he is saying if he ever falls in love (with Beatrice) then Don Pedro should hang him in a wicker basket, which the Elizabethans’ used for target practice and kill him, like they would kill a cat. In ‘Much Ado About Nothing’ the use if imagery provides insight into the characters and stirs the audiences imagination. An example of it is when Claudio says, â€Å"O ay; stalk on, stalk on, the fowl sits.† [Act 2 Scene 3 Lines 90] Claudio says this to Don Pedro and Leonato, he is using a metaphor for hunting, and is saying move quietly, they prey does not suspect, and gives the impression that Benedick is their prey, and they are stalking him, getting ready to shoot. This also creates Dramatic Irony as the audience is given information that the characters on stage do not have which creates a sense of anticipation. When Shakespeare wrote ‘Much Ado About Nothing’, society’s values and traditions were different from what they are now. In Elizabethan times it was common for, parents and friends to act as matchmakers. They selected the husband, performed careful examination of his economic prospects, and they brought the couple together to find out if there were any strong feelings of dislike between them, in order to ensure that the couple would get along in marriage. In ‘Much Ado about Nothing’ this type of arranged relationship is shown between Hero and Claudio. In Elizabethan times parents did not advocate ‘forced’ marriages because they knew that the best marriages were the ones that were equally consensual and desired by both parties. In the play Hero was happy to marry Claudio, and she accepted the arrangement.

Company Law Essay – Cavendish University Law Lecturers Notes

DEFINITION OF COMPANY: The Companies Act Cap 110 definition section states that â€Å"company† means a company formed and registered under the Act or an existing company. The companies Act does not sufficiently define what a company is but authors have developed a definition of a company. Professor David Bakibinga in his book company law in Uganda at page 2 defines a company as an artificial legal entity separate and distinct from its members or shareholders. This legal person is distinguishable from natural personality.Natural persons are born by natural people/persons and their lives end at death, artificial persons (corporations) are created by law and their existence is ended by the law. The possession of a legal personality implies that a company is capable of enjoying rights and being subject to duties, separately from its members. As an artificial legal person, a company is capable of the following;- * It has an existence separate from that of the members and as such;- * It has its own name by which it is recognised. It can own its own property ie assets like buildings, land, bank accounts. etc * It can sue or be sued in its own name. * Even if a member or all the members die, the company will still remain in existence, in other words it has perpetual succession. * It can borrow money in its own name and use its assets as security and it will be responsible for paying back such debts.. * It can employ its own employees, including its members or shareholders. i) This principle of legal personality was first distinctly articulated in the British House of Lords Judgment in the case of Salomon Vs.Salmon & Company Limited (1897) AC 22 At the court of first instance and appeal court, it was held That therefore the company was a legal entity capable of a separate existence and liable to pay its own debts, and Salomon was not personally liable to pay the debts of the company. ii) That a company is at law a different person altogether from the subscribers although it may be that after incorporation, the business is exactly the same as was before, the same persons are the managers, and the same hands receive the profits.TYPES OF COMPANIES. Under the Companies Act, provision is made for two major types of registered Companies, which can be lawfully formed in Uganda. Principally these can be further divided into 2 broad categories. 1. Private company. 2. Public company. PRIVATE COMPANIES The Companies Act defines a private company as * A Company, which by its articles restricts the rights to transfer shares of the company. * Secondly, it limits the number of its members to 50 including past and present employees of the company who are shareholders. Thirdly, a private company prohibits any invitations to the public to subscribe for any shares or debentures of the company (investments in the company). * Here the required minimum number of members is 2 people. This position was laid down in the case of LUTAYA Vs. GANDESHA (1987) HCB 49 in which a man and his wife formed a private company and of the 1500 shares of the company, the wife held only 2 shares. This position was also stated in the case of Salomon Vs. Salomon & Co (1897) AC 22.The second person needed may not be an independent person. He could be the nominee of the first person. Where a private Company does not comply with these requirements, it loses exemptions and privileges conferred on a private company. This failure can only be remedied upon showing court that it was caused by accident or inadvertence or some other sufficient cause. Under the Companies Act, Companies in Uganda can also be further divided into: * Limited by shares * Limited by guarantee * Unlimited companies (a) A company limited by shares.This is a company where the members enjoy limited liability. This means that in case of winding up of the company if the company's assets are unable to meet the company's debts, then the members will only be liable to contribute to the debts of the com pany only such amounts as a member may not have paid for the shares they bought. i,e. , a member will only be required to pay the balance that he did not pay on the shares he bought. Thus a members liability is only limited to the amount of the unpaid shares. a) A Company limited by guarantee This is one where the liability of its members is limited to such amount as the members may have undertaken to contribute to the company's assets in the event of its winding up. This guarantee must be expressed in the memorandum of association. i. e. there must be an express statement/undertaking by the subscribers / members that the members guarantee that they will pay a specified amount of money if in the event of winding up of the company, if the company's assets are not sufficient to meet its debts. b) An unlimited company This is a company in which there is no limit on the liability of the members. This means that in the event of winding up, the members are liable to contribute money suffi cient to cover all the company’s debts without any limitations, if the company for example has debts of millions and millions of shillings, the members have to be responsible to pay all the debts and the members personal estate/property can be encroached upon to discharge the liabilities of the company. PUBLIC COMPANIESThe minimum required number for public companies is 7 and it goes up to infinity in other words there is no limit as to the maximum number of members a public company can have. A public company should be a limited liability company. Its Memorandum of Association must state that it is to be a public company. Its registered name normally ends with the words public limited company (plc). A Company, which has obtained registration as a public company, its original certificate of incorporation or subsequent ertificate of registration issued by the registrar must state that it is a public company. Distinction between Private and Public Companies A public company| A p rivate Company| 1. Minimum of 7 members. For such company to do business there must be a minimum of at least 7 members. Where the company continues to do business when the number of members has fallen below the legal minimum, then this is a ground for the winding up of the company. (Winding up is the process of putting the company’s existence to an end. ) 2.No maximum limit of members. 3. There must be a minimum of two directors 4. Cannot commence business until and unless it obtains a certificate of trading/certificate of commencement of business, in addition to a certificate of incorporation. 5. Must hold a statutory meeting between l & 3 months from the date of commencement of business. Directors are required under the law to send a statutory report to every member within 14 days to the date of the meeting. Such report must also be sent the registrar of companies. 1. Minimum of two members For such company to do business there must be a minimum of at least 2 members. Where the company continues to do business when the number of members has fallen below the legal minimum, then this is a ground for the- winding up of the company. 2. The maximum number of members is 50 3. Only one director can suffice 4. Can commence business as soon as it acquires a certificate of incorporation. 5. No statutory meeting is required of such companies. | HOLDING AND SUBSIDIARY COMPANIES.A subsidiary company is one that is controlled by another company called a holding company or its parent (or the parent company). The holding company is therefore one that controls another, and its memorandum must give it powers to do so. The most common way that control of a subsidiary is achieved, is through the ownership of majority shares in the subsidiary by the parent Examples include holding companies such as MTN (Uganda) is a subsidiary of MTN (South Africa), Stanbic Bank Uganda is a subsidiary of Standard Bank (South Africa FORMATION/ REGISTRATION PROCESS.A company is formed by re gistering it with the Registrar of Companies and obtaining a certificate of incorporation. The registration process goes through the following steps;- 1. RESERVATION OF THE COMPANY NAME. The promoters must choose a name of their choice and then make an application to the registrar of companies to reserve the name for their company.The name should not be identical with that of an existing company or so nearly resemble it as to be calculated to deceive, it should not also Contains the words â€Å"chamber of commerce† except where the nature of the company’s business so justifies it and lastly it should not suggests patronage (a connection) from government or be associated with immorality, crime or scandalous in nature. If the registrar is satisfied that the name meets the above requirements, he will approve and reserve the name, the company must then register within 60 days.Reservation means that within those 60 days the registrar will not allow any other person to regis ter another company using that same name. To guard against the possibility of a negative reply from the Registrar, promoters must have in mind one or more suitable alternatives. Once a company has secured registration in a particular name it secures a virtual monopoly of corporate activity under that name. In case the Registrar inadvertently approves a name which by law is not adequate, then the new company may change its name within 6 months.A company may change its name by special resolution and with the written approval of the Registrar. ‘Where the Registrar refuses to register a name without good reason, an application for an order of mandamus to compel the registrar to perform his duty and register the company can be filed in the High Court. 2. PRESENTATION OF THE REQUIRED DOCUMENTS BEFORE THE REGISTRAR FOR REGISTRATION. Within 60 days after the reservation of the name, the promoters will then present the following documents to the registrar to have their company register ed. * Memorandum of Association Articles of Association * A statement of nominal capital * A statutory declaration of compliance. * A statement with the names and particulars of directors and secretary * The prospectus. * The Memorandum of Association of the company. The memorandum of association is the most important of all the company documents because it contains the powers of the company, it describes the company and the nature of activities that the company is authorized to do or engage in. * Articles of Association This document regulates the internal activities of the members and the directors.It contains information on, management, who will be the directors of the company, who will be the managing director, secretary, appointment of the board of directors, qualifications of directors, the chairman of the board, meetings (how meetings of the company should be called and conducted), the classes and rights of shareholders, transfer of shares , borrowing powers of the company, i ts properties, control of the company finance, dividends/profits and how they should be distributed auditing of books, the company seal and how it should be used etc * Declaration of complianceThis is a statement declaring that all the necessary requirements of the Companies Act with regard to the formation of the company have been duly complied with and that the directors agree to continue complying with them. * A statement of nominal capital This is a statement which shows the capital with which the company is starting with. ie the initial capital of the company. * List of names and particulars of Directors and Company Secretary This document contains the details of the names, age, addresses, occupations of the directors and company secretary of the company.It should also contain an undertaking by the directors to take and pay for the qualification shares if any that such persons may be required to acquire. * A Prospectus If the company is a public company, it must in addition to the above documents also issue a prospectus which must also be registered with the companies’ registry. It is a document setting forth the nature and objects of a company and inviting the public to subscribe for shares in the company.It sets out the number of the founders/management, the share qualification of directors, names, description and addresses of directors, the shares offered to the public for subscription, property acquired by the company, the auditors, etc. The purpose of the prospectus is to provide the essential information about the position of a company when it is launched so that those interested in investing in it can properly assess the risk of investment. 3. PAYMENT OF STAMP DUTY AND REGISTRATION FEES.The registrar will then assess how much duty is to be paid on registration of that company; it is sassed basing on the capital that the company is starting with, the more the capital the greater the stamp duty. Registration fees are also paid. 4. ISSUANCE OF A CERTIFICATE OF INCORPORATION. After all these requirements, a certificate of registration is issued if the Registrar is satisfied. THE MEMORANDUM & ARTICLES OF ASSOCIATION OF A COMPANY. The memorandum of AssociationThe Memorandum of Association of a company, which is required to be registered for purposes of incorporation, is regarded as the company’s most important document in the sense that it determines the powers of the company. Consequently, a company may only engage in activities and exercise powers, which have been conferred upon it expressly by the memorandum or by implication there from. Contents of the Memorandum The Memorandum of Association of a company limited by shares must state the following:- 1.The name of the company with â€Å"Limited† as the last word. 2. The registered office of the company is situated in Uganda. 3. The objects of the company. 4. A statement as to the liability of the members. 5. A statement to the nature of the company (Whether private or public). 6. The amount of share capital and division thereof into shares of a fixed amount. In addition, the memorandum must state the names, address and descriptions of the subscribers thereof who must be at least two for a private company and seven for a public company. 1. The name.The name of the company should be indicated and if it is a limited company, it should have the word limited at the end eg Stanbic Bank Uganda Ltd. 2. Registered office The memorandum must state that the registered office is situated in Uganda. However, the actual address must be communicated to the Registrar of Companies within 14 days of the date of incorporation or from the date it commences business by registration of a company form called Notice of situation of registered office of the company, this form will indicate the exact location of the company eg plot 8 industrial area Kampala. . The objects clause This sets out the principle activities the company has been incorporated to pursue. For example; trading in general merchandise, carrying on business of wholesalers and retail traders of all airtime cards, mobile phones and all phone accessories, carrying on the business of mobile money agents etc. The objects must be lawful and should include all the activities which the company is likely to pursue.The objects or powers of the company as laid down in the memorandum or implied there from determine what the company can do. Consequently, any activities not expressly or impliedly authorized by the memorandum are â€Å"ultra vires† the company. The ultra vires doctrine restricts an incorporated company under the Companies Act to the purse only the objects outlined in its registered Memorandum of Association. The doctrine of ultra vires is illustrated in the case of ASHBURY RAILWAY CARRIAGE CO. LTD VS. RICH (1875).A company which was not authorized by its memorandum of association to lend money or finance any activity made an agreement with the defendant to prov ide him with finance for the construction of a railway in Beligium, later on the company repudiated this agreement and did not actually provide the finances, the defendant sued the company for breach of contract, the company in its defense argued that financing railway construction was not one of the activities it was authorized to do, it was held that indeed such an act was beyond the powers of the company and such an ultra vires contract was void and un enforceable.To evade this restrictive interpretation of the objects clause, draftsmen inserted words as â€Å"and to do all such other acts and things as the company deems incidental or conducive to the attainment of these objects or any of them. In BELL HOUSES LTD -VS-CITY WALL PROPERTIES LTD (1966) 2 QB 656, a company was formed to carry on the business of General Civil Engineering contracts and in particular to build houses. It had power to carry on any other trade and to do any other things that incidental to the above company ’s objects.The Court held that the company could lawfully contract for a fee to procure loans to other concerns, from or business whatsoever which it can in the opinion of the board of directors be advantageously carried out sources of finance which it had resorted to in the past. It further held that cementing good relations with the financiers would be valuable when the company needed finances for its activities. The Memorandum of Association spells out the main objectives and powers of the company. However, certain powers may be implied in the Memorandum of Association.For example, in the case of FERGUSON V WILSON (1866) 2CH. A 277, a power to appoint agents and engage employees was implied in the Memorandum of Association. This is only sensible because a company as a fictitious person can only work through agents and employees; and therefore if such a power was not implied, then the company could not function at all. Similarly in GENERAL AUCTION ESTATES & MONETARY CO. V. SMITH (1891) 3CH 432, the court implied powers of borrowing money and giving security for loans. Subsequent cases have also adopted this position.In NEWSTEAD (INSPECTION OF TAXES) V FROST (1978)1 WLR 441 AT PAGE 449, the court implied powers of entering into partnership or joint venture agreements for carrying the on the kind of business it may itself carry on i. e. intra vires. In PRESUMPTION PRICES PATENT CANDLE CO (1976), the court implied a power of paying gratuities to employees. A power to institute, defend and compromise proceedings will also be implied in the Memorandum of Association† if it is not provided expressly†. Courts at times imply powers because the particular nature of the company’s undertaking demands it.In EVANS, (1921) I CII. 359. The court observed that a company formed to manufacture chemicals had powers to make grants to Universities and other scientific institutions to facilitate scientific research and training scientists although it may not obtain any immediate financial benefit from the venture. Therefore before the court implies powers it seems: * There must be some reasonable connection between the company’s objects and the power it seeks to exercise. It is not sufficient for it to merely show that it will benefit in some way by exercising that power. It is important to show that the company will in fact benefit in some way even though remote in the exercise of the power (see Evans, (above). However, though the Court may imply these powers in the Memorandum of Association, its better practice to expressly state them. This is only sensible because:- * The company often needs powers which the courts have not ruled that they can be implied and therefore the company can only obtain them by express provisions in the Memorandum of Association, (e. g. the power to buy a share from another company though recognized under the Act has not yet been implied). To avoid uncertainties or expenses of litigation, it is s afer to insert them expressly in the memorandum of association. 4. The liability of members The memorandum of a company limited by shares or by guarantee should indicate that the liability of members is limited. With respect to a company limited shares, the liability of a member is the amount, if any, unpaid on his shares. With regard to the liability of a member of a company limited by guarantee, this is limited to the amount he undertook to contribute to the assets of the company in the event of winding up.A company may also be registered with unlimited liability. In such a situation, the members liability is unlimited and in cases the company does not have sufficient credit to pay its creditors, then the shareholders personal property may be encroached on to pay the company’s debts.. 5. Share capital (clause) The memorandum requires that a company having a share capital must state the amount of share capital with which the company is to be registered and that such capital is divisible into shares of a fixed amount.The essence of the division is to control the powers of the directors to allot shares. The law does not prescribe the value but they are usually small amounts to encourage people to hold as many shares as possible. The amount of capital with which a company is to be registered and the amount into which it is to be divided are matters to be decided upon by the promoters and will be determined by the needs of the company and finance available. For example if a company has its initial share capital/ startup capital of 5,000,000 it can divide this into 100 shares of 50,000 each.So of s member subscribes for 50 shares, he will contribute 2,500,000/= . ARTICLES OF ASSOCIATION The Articles of Association contains regulations for managing the internal affairs of the company i. e. the business of the company. They are applied and interpreted subject to the memorandum of association in that they cannot confer wider powers on the company than those st ipulated in the memorandum. Thus, where there is a conflict or divergence between the memorandum and articles, the provisions of the memorandum must prevail. anagement, who will be the directors of the company, who will be, appointment of the board of directors, qualifications of directors, the, the classes and rights of shareholders, transfer of shares , , auditing of books, Contents of the Articles * The board of directors (management) and how they will be appointed, their qualifications, how they can resign or be removed from office. * The chairman of the board. * The managing director and how he will be appointed. * Secretary and his appointment. eetings (how meetings of the company should be called and conducted and the required quorum/ number of members that must be present to conduct a valid meeting of the company) and the different types of meeting that the company may hold from time to time voting rights of the members, the right to receive notice and to attend and vote etc . * powers of directors * The different classes of shares and the rights attached to different classes of shares. * Borrowing powers of the company. its properties, control of the company finance, its bankers, dividends/profits and how they should be distributed * appointment of auditors * the company seal and how it should be used etc The Articles must be printed in the English language, divided into paragraphs, numbered consecutively, signed by each subscriber to the memorandum in the presence of at least one witness who must attest the signature. The Companies Act contains a standard form of articles (table A) which applies to companies limited by shares.These regulate the company unless it has its own special articles which totally or partially exclude table A. The advantages of statutory model articles are: * That legal drafting of special articles is reduced to a minimum since even special articles usually incorporate much of the text of the model. * There is flexibility since any company can adopt the model selectively or with modifications and include in its articles special articles adapted to its needs. INTERPRETATION OF ARTICLES AND MEMORANDUM OF ASSOCIATIONThe Memorandum of Association is the basic law or constitution of the company and the articles are subordinate to the Memorandum of Association. It follows therefore that if there is a conflict, the Memorandum of Association prevails. In other words if there is a contradiction between the provisions of the memorandum and the provisions of the articles of association, then the provisions of the memorandum will be followed and those provisions in the articles which are contradicting the memorandum will be void and of no effect.If there is no conflict, the Memorandum of Association and articles must be read together and any ambiguity or uncertainty in either can be removed by the other CONSEQUENCES OF INCORPORATION The fundamental attribute of corporate personality from which all other consequences flow is that â€Å"the corporation is a legal entity distinct from its members†. Hence it’s capable of enjoying rights and being subject to duties which are not the same as those enjoyed or borne by its members. In other words it has a legal personality and it is often described as an artificial person in contrast with a human being-a natural person. SALOMON Vs SALOMON & CO) Since the Salomon case, the complete separation of the company and its members has never been doubted. It is from this fundamental attribute of separate personality that most of the particular advantages of incorporation spring and these are: 1. LIABILITY: The company being a distinct legal â€Å"persona† is liable for its debts and obligations and the members or directors cannot be held personally responsible for the company’s debts. It follows that the company’s creditors can only sue the company and not the shareholders.In in the case of Salomon V Salomon (1897), creditors o f the company sought to have Solomon a managing director of the company personally liable for the debts of the company but court held that the company and Solomon were two different persons and that the company as a legal person is liable for its own debts and Solomon a managing director could not be held personally responsible for the debts of the company. In the Ugandan case of Sentamu v UCB (1983) HCB 59, it was held that individual members of the company are not liable for the company’s debts.The liability of the members or shareholders of the company is limited to the amount remaining unpaid on the shares. For instance, where a shareholder has been allotted 50 shares at Shs. 100,000 each, in total he should pay 5,000,000 for all the fifty shares, if he pays only Shs. 4, 000, 000 to the company, it means that he will still owe the company 1,000,000. This is what is called uncalled capital. The company may call on him to pay it any time. If that does not happen, then at th e time of winding up the company, he will be required to pay the Shs. 1, 000, 000.In the case of a company limited by guarantee, each member is liable to contribute a specific amount to the assets of the company and their liability is limited to the amount they have guaranteed to contribute. If the company has unlimited liability, the members liability to contribute is unlimited and their personal property can be looked at to discharge the company creditors but that is only after utilizing the company’s money and it is not enough to pay all the debts. 2. PROPERTY: An incorporated company is able to own property separately from its members.Thus, the members cannot claim an interest or interfere with the company property for their personal gain/benefit. Thus, one of the advantages of incorporation (corporate personality) is that it enables the property of the company to be clearly, distinguished from that of the members. In the case of MACAURA Vs NORTH ASSURANCE CO. (1925) AC ( see page 3 for facts). In that case Lord Buckmaster of the House in Lords held that no shareholder has a right to any item of the property of the company, even if he holds all the shares in the company.In the case of Hindu Dispensary Zanzibar v N. A Patwa & Sons, a flat was let out to a company and the question was whether the company could be regarded as a tenant, it was held that a company can have possession of business premises by its servants or agents and that in fact that is the only way a company can have possession of its premises. 3. LEGAL PROCEEDINGS: As a legal person, a company can take action to enforce its legal rights or be sued for breach of its duties in the courts of law.If it the company being sued, then it should be sued in its registered name, if a wrong or incorrect name is used, the case will be dismissed from court for example in the case of Denis Njemanze V Shell B. P Port Harcourt, the plaintiff sued a company called Shell B. P Port Harcourt which was a no n existing company, counsel for the defendant company objected that there was no such company and the suit should be dismissed, counsel for the plaintiff sought courts leave to amend and put the right part but court refused to grant the leave and dismissed the case.In the case of Wani V Uganda Timber, 1972 HCB the plaintiff applied for a warrant of arrest against a managing director of a company instead of suing the company, chief justice Kiwanoka held that a managing director of a company is not the company and cannot be sued personally, that if there is a case against the company then the company is the right party to be sued not its managing director. 5. PERPETUAL SUCCESSION: s. 15 of the companies Act provides that a company is a legal entity with perpetual sucession.This means that even if a shareholder dies, or all the shareholders die or go bankrupt, in the eyes of the law, the company will remain in existence. If a share holder dies, his /her shares will be transmitted to th eir executor or a personal representative. Also in case a shareholder no longer wants to be a shareholder in a company, he will simply transfer his shares to someone else and to company will continue to exist. The only way a company can come to an end is by winding up, striking it off the register of companies or through amalgamation and reconstruction as provided by the Companies Act.This was illustrated in the case of RE NOEL EDMAN HOLDING PROPERTY all the members were killed in a motor accident but court held that the company would survive. Thus, this perpetual succession gives the certainty required in the commercial world even when ownership of shares changes there is no effect on the performance of the company and no disruption in the company business. 5. TRANSFER OF SHARES: A share constitutes an item of property, which is freely transferable, except in the case of private companies.When shares are transferred, the person who transfers ceases to be a shareholder and the perso n to whom they are transferred becomes the shareholder. In private companies, there is a restriction on the transfer of shares for example one may not transfer his shares except to an existing member or shareholder, and not to an outsider. This is essential and is in any event desirable if such a company is to retain its character of an incorporated private company. 6. BORROWING:A company can borrow money and provide security in the form of a floating charge. A floating charge is a security created over the assets of the company. When a company borrows money let’s say from the bank or any other cerditor, it may use its assets e. g. cars, bank accounts and other assets as security, the security/ charge will then float over those assets, in case the company defaults on payment, the charge can settle on one or all of those assets and the bank/creditor of the company can sell those assets to recover their money.It is called a floating charge because it floats like a cloud over th e whole assets of the company from time to time, it only settles/crystallizes if the company defaults on payment. So before the charge settles on the assets, the company is free to deal with those assets even to dispose them off in the usual course of business. 6. CAPACITY TO CONTRACT. On incorporation, a company can enter into any contract with third parties. In the case of Lee V Lee & Air Farming Co. Ltd (1961) A. C 12, it was held that a company was it is incorporated it has capacity to employ servants, even the shareholders.THE ULTRA VIRES DOCTRINE. a) Meaning of ultra vires. The object clause of the memorandum of association of a company contains the object for which the company is formed. An act of a company must not be beyond the object clause otherwise it will be ultra vires. The expression ultra vires means beyond powers, therefore an act or transaction that is beyond the powers of the company as stated in the objects clause of the memorandum is an ultra vires act or transa ction, such an act that is ultra vires is void and cannot be ratified by the company.Sometimes the term ultra vires is also used to describe a situation where the directors of a company have exceeded the powers delegated to them, where a company exceeds the powers conferred upon it by its memorandum of association, it is not bound by it because it lacks the capacity to incur responsibility for that action, but when the directors of a company exceed the powers delegated to them, the company in a general meeting may choose to ratify their act or omission. b) Distinction from illegality.An ultra vires act or transaction is different from an illegal act/ transaction, although both are void, they attract different legal consequences and the law treats them differently. An act of a company which is beyond its object clause is ultra vires and therefore void even if it is legal. Similarly an illegal act done by a company will be void even if it falls squarely within the objects of the compa ny. c) Importance of the doctrine. The doctrine of ultra vires was developed to protect the investors and creditors of the company.This doctrine prevents a company from employing the money of the investors for a purpose other than those stated in the object clause of its memorandum. Thus the investors of the company are assured that their money will not be employed for activities which they did not have in contemplation at the time they invested their money into the company. This doctrine also protects the creditors of the company by ensuring that the funds of the company to which they must look to for payment are not dissipated in unauthorized activities. ) Establishment of the doctrine. The doctrine was established firmly in 1875 by the House of Lords in the case of ASHBURY RAILWAY CARRIAGE CO. LTD VS. RICHE (1875). A company which was not authorized by its memorandum of association to lend money or finance any activity made an agreement with the defendant to provide him with fina nce for the construction of a railway in Beligium, the directors made this ultra vires contract on behalf the company but subsequently the company ratified this contract in a meeting. ater on the company repudiated this agreement and did not actually provide the finances, the defendant sued the company for breach of contract, the company in its defense argued that financing railway construction was not one of the activities it was authorized to do. It was held that indeed such an act was beyond the powers of the company and such an ultra vires contract was void and could not be enforced against the company.Court also held that an ultra vires contract cannot even be ratified by the company and that the subsequent act of the company purporting to ratify this contract in a meeting was void, court emphasized that an ultra vires contract is void and cannot even be ratified by a unanimous decision of all the members of a company. In that case, the HOL expressed the view that a company inc orporated under the Companies Act had power to do only those things which are authorized by its object clause and nything outside that is ultra vires and cannot be ratified by the company. Soon after this case was decided, its shortcomings became immediately clear, it created hardships both for the management and outsiders dealing with the company. The activities of the management of the company were subjected to strict restrictions, at every step of transacting the business of the company; management was required to ascertain whether the acts which were sought to be done were covered by the object clause of its memorandum of association.The business men thought this unduly restricted the frequency and ease of business, if the act was not covered by the memorandum, it would mean having to alter the object clause to add that activity and alteration of the memorandum required a lengthy procedure. Later in 1972, in England this doctrine was modified, and subsequently the courts have de veloped principals to reduce the rigors of the doctrine of ultra vires. They include the following. 1. Powers implied by statute.According to this principal, a company has powers to do an act or exercise a power which has been conferred on it by the companies Act or any other Act of Parliament even if such act is not covered by the object clause in the memorandum of association. 2. The principal of implied and incidental powers. This principal was established in the case of ATTORNEY GENERAL V GREAT EASTERN RAILWAY CO (1880) 5 AC 473, in this case the HOL affirmed the principal laid down in the earlier case of ASHBURY RAILWAY CARRIAGE CO. LTD VS.RICHE (1875) but made a slight departure and held that the doctrine of ultra vires ought to be reasonably and not unreasonably understood and applied. Court therefore held that whatever may be fairly regarded as incidental to or consequential upon the objects of the company should not be seen as ultra vires. That case therefore led to a clear conclusion that that a company incorporated under the companies act has power to carry out the objects set out in its memorandum and also everything that is reasonably necessary to enable it carry out those objects. ) Ascertainment of the ultravires doctrine. An act is therefore intra vires (within the powers) the company if; * It is stated in the object clause of the memorandum of association of that company. * It is authorized by the Companies Act or by any other Act of parliament. * If it is incidental to the main objects of the company or reasonably necessary to enable it carry out those objects. In the case of ATTORNEY GENERAL V. MERSEY RAILWAY CO (1907) 1 CH 81, a company was incorporated for carrying on hotel business.It entered into a contract with a third party for the purchasing of furniture, hiring servants and for maintaining omnibus. The purpose or object of the company was only to carry on a hotel business and it was not expressly mentioned in the objects clause in th e memorandum of the company that they could purchase furniture or hire servants. The contract was challenged on the ground that this act of the directors was ultra vires. The issue before court was whether the transaction was ultra vires.Court held that a company incorporated for carrying on a hotel business can purchase furniture or hire servants and maintain an omnibus to attend at the railway station to take or receive the intending guests to the hotel because these objects are reasonably necessary to effectuate the purpose for which the company has been incorporated, and consequently such acts are within the powers of the company, although these may not be expressly mentioned in the objects clause of the memorandum of association of that company.However not every act that is beneficial to the company is intra vires , it is not enough that the act is beneficial to the company , the act must be reasonably necessary for the company to carry out the activities mentioned in the memor andum. f) Effect of ultra vires transactions. * Ultra vires contracts. These are void and cannot be enforced by or against the company.In the Case of RE JON BEAUFORE (LONDON) LTD (1953) CH 131, it was held that ultra vires contracts made with the company cannot be enforced against a company. Court also held that the memorandum of association is constructive notice to the public and therefore if an act is ultra vires, it will be void and will not be binding on the company and the outsider dealing with the company cannot take a plea that he had no knowledge of the contents of the memorandum because he is deemed to know them.In England, the European Communities Act 1972 has lessened the effect of application of the Ultra vires doctrine in this manner. In England, third parties dealing with the company in good faith are protected and can enforce an ultra vires contract against the company if the third party acted in good faith and the ultra vires contract has been decided by the directo rs of the company.However in Uganda, the ultra vires doctrine has not been modified by statute or case law and there is therefore no legal provision where third parties dealing with the company in good faith are protected and can enforce an ultra vires contract against the company if the third party acted in good faith Thus in Uganda the doctrine of ultra vires is applied strictly with the effect that where the contract entered into by the third party is found to be ultra vires the company, it will be held void and cannot be ratified by the company and the company cannot enforce it against the third party and neither can a third party enforce it against the company. * Ultra vires borrowing. In Uganda a borrowing that is ultra vires is void and cannot be ratified by the company and the lender is not entitled to sue the company for the return of the loan. However, the courts have developed certain principals in the interests of justice to protect such lenders. The reliefs include; * I njunction.If the money lent to the company has not been spent, the lender can apply to court for an injunction to prevent the company from spending the money. * Tracing. The lender can recover his money as long as it can still be found in the hands of the company in its original form. * Property acquired under ultra vires transactions. Where the funds of the company are applied in purchasing some property, the company’s right over that property will be protected even though the expenditure on such purchasing has been ultra vires. * Judgments from ultra vires transactions. Because the law considers ultra vires acts void by their very nature, the company and third parties cannot even with consent attempt to validate an ultra vires act.In RE JON BEAUFORE (LONDON) supra, builders of a factory for purposes which were apparently ultra vires demanded for their money and by consent it was ordered that the company should pay, on winding up, the liquidator refused to pay that debt that was arising out of an ultra vires transaction, the court held that the liquidator was well entitled to reject the claim as a company cannot do what is beyond its legal powers by simply going into court and consenting. LIABILITY OF DIRECTORS ON ULTRA VIRES TRANSACTIONS . 1. Liability towards the company. It is the duty of the directors to ensure that the funds of the company are used only for legitimate purposes of the company. Consequently if the funds of the company are used for a purpose foreign to its memorandum, the directors may be held personally liable to restore to the company the funds used for such purpose. Thus a share holder can sue the directors to restore to the company funds which they employed in transactions which the company is not authorized to engage in. 2.Liability towards third parties. The directors of a company are treated as agents of the company and therefore have a duty not to go beyond the powers that the company gives them. Where the director represents to a third party that the contract entered into by them on behalf of the company is within the powers of the company while in reality the company does not have such powers under its memorandum, the directors may be held personally liable to the third party for the loss on account of breach of warranty of authority. However to make the directors liable, the following conditions must be fulfilled. i) There must be a representation of authority by the directors.It should be a representation of fact not law. ii) By such representation, the directors must have induced the third party to make a contract with the company in respect of a matter beyond the powers of the company. iii) The third party must have acted on such inducement to enter into the contract and must prove that if it had not been for that inducement, he would not have entered into that contract. iv) That as a result, the third party suffered loss. EXCEPTIONS TO THE ULTRA VIRES DOCTRINE. 1. Property acquired /investments m ade by the company using money from ultra vires transactions. 2. Activities which are not expressed by the memorandum but are implied by law. 3.Activities which are not expressed by the memorandum but are incidental or related to or reasonably necessary for the company to carry out its express objects. 4. Ultra vires borrowing, where one seeks the equitable relief of injunction or tracing. LIFTING THE VEIL OF INCORPORATION A company once incorporated becomes a legal personality separate and distinct from its members and shareholders and capable of having its own rights, duties and obligation and can sue or be sued in its own name. This is commonly referred to as â€Å"the doctrine or principle of corporate personality†. No case illustrated the above principles better than the noted House of Lords decision in Salomon v. Salomon.However, in some circumstances, the courts have intervened to disregard or ignore the doctrine of corporate personality especially in dealing with grou p companies and subsidiaries and where the corporate form is being used as a vehicle to perpetrate fraud or as a â€Å"mere facade concealing the true facts. † Upholding the abiove principal in such cases would result into and perpetuate injustice. In this topic, we will examine the concept of lifting the veil and the circumstances where the court may â€Å"pierce† or â€Å"lift† the veil of incorporation. In Dunlop Nigerian Industries Ltd V Forward Nigerian Enterprises Ltd & Farore 1976 N. CL. R 243, the HC of Lagos stated that in particular circumstances, e. where the device of incorporation is used for some illegal or improper purpose, the court may disregard the principle that a company is an independent legal entity and lift the veil of corporate identity so that if it is proved that a person used a company he controls as a cloak for an improper transaction, he may be made personally liable to a third party. The legal technique of lifting the veil is recogn ized under 2 heads: 1. Statutory lifting of the veil 2. Case law lifting of the veil Statutory lifting of the veil 1. Where the number of members is below legal minimum. Under S. 33 of the Companies Act if a company carries on business for more than 6 months after its membership has fallen below the statutory minimum, (2 for private companies and 7 for public companies), every member during he time the business is carried on after the 6 months and who knows that the company is carrying on business with less than the required minimum membership is individually liable for the company’s debts incurred during that time. In such a case therefore the corporate veil is lifted in order to hold those members personally liable for the company’s debts incurred during that time. 2. Where the- company is not mentioned in the Bill of Exchange. S. 34 of the Companies Act provides that a bill of exchange shall be deemed to have been signed on behalf of a company if made in the name of the company, by or on behalf of the company or on account of the company by any person acting under the company’s authority. S. 09 (4) (b) prohibits any officer of the company from signing or authorizing to be signed a bill of exchange on behalf of the company in which the company’s name is not mentioned in legible characters/ clear letters. Any officer who does this is personally liable on that bill of exchange for the money or goods for that amount unless it is duly paid by the company. Therefore in such case the corporate veil is lifted in order to hold that officer of the company personally liable. 3. Holding and subsidiary companies. Where companies are in a relationship of holding and subsidiary companies, group accounts are usually presented by the holding company in a general meeting.In this regard, the holding and subsidiary companies are regarded as one for accounting purposes and the separate nature of the subsidiary company is ignored. S. 147 of the Compan ies Act requires each company to keep proper books of accounts with respect to * Money received by the company and from what source. * Money spent and what it was spent on. * All sales and purchases of goods made by the company. * The assets and liabilities of the company. These accounts are meant to give a true and fair view of the state of the company’s affairs and to explain its transactions. Directors of the company are required at least once a year to lay before the company in a general meeting a profit and loss account (or income & expenditure account for non profit making companies) plus a balance sheet.Where at the end of each year a company has subsidiaries, then as that parent company presents its accounts, it should also present a group account dealing with the affairs of that parent company and its subsidiaries, the group account consists of a consolidated balance sheet and a consolidated profit and loss account of both the subsidiary and the parent company. 4. Re ckless and Fraudulent Trading: Under sect 327, it is provided that if in the course of winding up, it appears that any business has been conducted recklessly or fraudulently, those responsible for such business may be held liable without limitation of liability for any of the company’s debts or liabilities. 5. TaxationUnder the income tax Act, the veil of incorporation may be lifted to ascertain where the control and management of the company is exercised in order to determine whether it is a Ugandan company for income tax purposes. 6. Investigation into related companies Where an inspector has been appointed by the Registrar to investigate the affairs of a company, he may if he thinks it fit also investigate into the affairs of any other related company and also report on the affairs of that other company so long as he feels that the results of his investigation of such related company are relevant to the main investigation. Lifting the Veil under case law . Where the compan y acts as agent of the share holders. Where the shareholders of the company use the company as an agent, they will be liable for the debts of the company. Agency is a relationship which exists whenever one person authorizes another to act on his or her behalf. The person acting is called the agent, and the one he is acting for is called the principal. Where such a relationship exists, the acts of the agent are taken to be the acts of the principal. Therefore in an agency relationship, the acts of the agent are taken to be the acts of the principal. In case of liability it is the principal who is held liable and not the agent.This is because of the dictum that he who acts through another acts for himself. Thus where share holders employ or use the company as an agent, then those shareholders will be personally liable for the acts of the company as principals behind the agent. 2. Where there has been fraud or improper conduct. The veil of incorporation may also be lifted where the cor porate personality is used as a mask for fraud or illegality. In Gilford Motor Co V. Horne [1933] Ch. 935 Home was the former employee of Gilford Motor Co. He agreed not to solicit its customers when he left employment. He then formed a company which solicited the customers. Both the company and Home were held liable for breach of the covenant not to solicit.The company that Home formed was described as a â€Å"mere cloak or sham for the purpose of enabling him to commit a breach of the covenant†. In Jones V Lipman [1962]1 W. L. R 832 Lipman in order to avoid the completion of a sale of his house to Jones formed a company and transferred the house to the company. Court ordered him and the company to complete payment, even though the ownership of the house was no longer in his names but in that of the formed company. The company was described as a creature of Lipman, a device and a sham, a mask which he held before his face in an attempt to avoid recognition by the eyes of equ ity. In Re Williams Bros Ltd. (1932) 2ch. 1, a company was insolvent but the Directors continued to carry on its business and purchased its goods on credit. It was held that if a company continues to carry out business and to incur debts at a time when there is to the knowledge of the directors no reasonable prospects of the creditors ever receiving payments of these debts, it is in general a proper inference that the company is carrying on business with intent to defraud. R V Graham (1984) QB. 675 makes it clear that a person is guilty of fraudulent trading if he has no reason to believe that the company will be able to pay is creditors in full by the dates when the respective debts become due or within a short time thereafter. 3. Public interest/policySometimes, courts have disregarded the separate legal personality of the company and investigated the personal qualities of its shareholders or the persons in control because there was an overriding public interest to be served by do ing so. In Daimler Co Ltd Vs Continental Tyre And Rubber Co (1916) A. C 307, a Company incorporated in England whose shares except one were held by German nationals resident in Germany brought an action during the First World War. All its directors were also German nationals resident in Germany, which was an enemy country at the time. The Court disregarded the fact that the company had a British nationality by incorporation in England and rather concentrated on the control of the company’s business and where its assets lay, in determining the company’s status. 4. In determining residence of a company for tax purposes.The court may look behind the veil of the company and its place of registration so as to determine its residence. The test for determining residence is normally the place of its central management and control. Usually, this is the place where the board of directors operate. But it can also be the place of business of the M. D where he holds a controlling i nterest. MANAGEMENT OF A COMPANY The control and management of a company is distributed among its principal officers and these include the auditors, accountants, Board of Directors, Managing director (if any) and any other officers of a company. There are basically two organs responsible for the management of a company. These are: – 1. The Shareholders through company meetings and 2.The Board of Directors. The shareholders and Company Meetings The shareholders have an opportunity of influencing the company's management through the company's meetings. There are 4 types of meetings through which the shareholders can participate in the affairs of a company. 1. Statutory Meetings: These are provided for under S130 of the Companies Act which requires every public ltd company to hold such type of meeting within 30 days from the date of commencement of business. The meeting is held once in the company's life and never again. The meeting is a must hold for all public companies, priva te companies are not required to hold this meeting. 2.Annual General Meeting (S. 131). Unlike the Statutory Meeting, an AGM is required of all types of companies. It must be convened by notice of not less than 21 days. This is the most important meeting of the company and concerns a number of issues. Although the companies Act does not exactly indicate the nature of the business transacted at such a meeting, the business invariably includes appointment of auditors, fixing their remuneration, declaration of dividends, consideration of the company’s profit and loss accounts and the balance sheet, consideration of the reports of the directors, auditors and election of new directors or auditors if need arises.The purpose of the annual general meeting is important for the protection of the members because it is the one occasion when they can be sure of having an opportunity of meeting the directors and questioning them on the profit and loss accounts, on their report and on the co mpany’s position and prospects. It is at this meeting that normally a proposition of the directors will retire, come up for re-election:- and it is at this meeting that the members can exercise their only real power over the board i. e. the power of dismissal by voting them out. Most of these things could of course be done at the extraordinary meeting but the members who want to raise these matters may not be able to insist upon the convening of such meeting, the annual general meeting is valuable to them because the directors must hold it whether they like it or not.If the company fails to convene such a meeting, there are two consequences that occur:- i. The registrar may himself convene that meeting or order that the meeting be convened and in extreme cases he may further order that any one shareholder present in person or by proxy be deemed to constitute the meeting. ii. Every director who is in default of convening that meeting as well as the company itself are liable to a default fine not exceeding shs 200/= and every officer of the company who is in default is liable to a default fine of shs. 40/= (1981) HCB 60). Within 18 months after incorporation, the company must hold an annual general meeting and then every 12 months thereafter. 3. Extra-Ordinary General Meeting (S 132):This is usually convened by the directors at their discretion ( art 49 table A) to deal with urgent matters which cannot wait till the next annual general meeting. However the directors must hold such meeting irrespective of any contrary provision in the articles if holders of at least 10% of the company’s paid up capital or 10% of the members carrying voting rights ask/ requisition for it. They must state the reason why they want such a meeting. If the directors do not convene the meeting within 21 days of the requisition, then the requisitionists may themselves convene the meeting and recover expenses from the company which may in turn recover the same from the defau lting directors. 4. General meeting convened under court orders (S. 135).It provides that if for any reason it is impracticable to call a meeting of the company in any manner in which meetings of the company may be called, the court may on application of any director or member of the company who would be entitled to attend and vote at the meeting order a meeting of the company to be called, held and conducted in any manner that the court thinks fit, and court may for that matter direct that only one person present at the meeting shall constitute quorum. PROCEDURE, ATTENDANCE AND QUORUM (17. 3. 05) 1. NOTICE OF MEETINGS. s. 133 provides that any meeting of a company must be called by a notice of a period not shorter than 21 days and any provision in that articles providing for a shorter notice is void and of no effect. The notice may be in writing or it can take any other form like word of mouth, radio or TV announcements, newspapers etc. it must state the exact date time and place w here the meeting will take place and what is intended to be discussed at that meeting, if the notice does not indicate the above then it is not a proper notice and if any shareholder is absent from the meeting because his notice had not fully disclosed the agenda, he can seek a court order to declare such a meeting null and void.. However a meeting may be called by a shorter notice than 21 days if all the members entitled to attend and vote at the meeting agree to such a shorter notice. 2. QUORUM. This relates to the minimum number of members that must be present at a meeting of the company for it to be a valid meeting. The company’s articles will normally provide for the required quorum but where they are silent on this, s. 134 (c) of the Act provides for the requisite quorum as 2 members present in case of a private company and in any other case three members personally present.Quorum need not be maintained throughout the meeting though at the beginning it must be there. 3. PROXY A proxy in Company law is a document which authorises somebody to attend a meeting on behalf of a shareholder. S. 136 provides that any member of a company entitled to attend and vote at a meeting of the company is entitled to appoint another person to attend and vote instead of him of her and any notice calling for a meeting should indicate that that person is entitled to attend by proxy. 4. VOTING. S. 134 provides that every member shall have one vote in respect of each share he has and in case of a company having a share capital and in other cases every member shall have 1 vote.Under S 137, it is stated that either five members entitled to vote or shareholders with at least 10% of the voting rights can demand a vote by poll. OFFICERS AND MEMBERS OF THE COMPANY 1. Board of Directors There is no definition of a director whether in the Act or by case law. Nevertheless, S2 of the Act states that a director includes any person occupying the position of a director by whatever na me called. In most private companies directors are usually share holders and in public companies , there is a requirement that directors must take up qualification shares, which is not the case in private companies unless the articles provide for it. According to S 177, a public company must have at least 2 directors. It’s an offence to have one director.Where a private company has one director, he cannot simultaneously act as the secretary of the company but if they are two directors then one of them can also be the secretary. Under the act, a director is defined as â€Å"any person occupying the position of a director by whatever name called† this definition includes a â€Å"de jure director