Lab Report Marine Populations Sample

Lab Report: Marine Populations Paper If the starting population of the predators is higher than the prey, he resulting population of the whales will be higher than the population of the seals. Prediction 3: If the prey growth rate increases, the resulting population of the seals will be higher than the population of the whales (both starting populations set to 25. ) Prediction 4: If the death rate of the whales increases, the resulting population of the seals will be higher than the population of the whales. (Both starting populations set to 25. Materials: The Population Dynamic Lab Activity Population Dynamics Lab Report Procedures: ***Do not need to include here. *** Data Observations: Table 1: Predation and Carrying Capacity Starting Seal population Starting Whale Highest Seal Population Highest Whale Trial 1 25 49 51 Trial 2 50 72 79 Trial 3 Table 2: Growth Rate and Capture Efficiency Seal birth rate Whale 0. 05 0. 005 48 0. 08 54 71 Whale death rate Whale capture efficiency 0. 07 45 1 . Using Table 1, which of the three trials produced the highest population for both the whales and the seals? Why do you think this trial had the best outcome for the whale and seal populations? Trial 1 3 the same outcome, I Think this trial ad the best outcome for the whale and seal population because the higher the seal population gets, also the higher the whale population will be. 2. Using Table 2 and 3, explain how the birth rates of the seals and the death rates of the whales affected the population for both whales and seals. The birth rate of the seals will decrease of the capacity that they carry, so this will cause the Whales rate to increase. However, the death rate of the Whales will increase when both mammals population. 3. Climate change (an biotic factor) has slowly decreased habitat for the arctic ells. Predict how a reduction in habitat could change the capture efficiency of the killer whales. How would this affect the carrying capacities for both the whales and the seals? This will affect both capacities of whales and seals because the Whale population will increase, and because the seals produce a little faster, they will decrease because their habitat will slow down at this point and will be easy to consume. . If another source of prey were available to the whales, what changes in population size would you expect for the seals and the whales? Depending n the type of prey added to this chain will determine the Whales and Seals population. The population size of the Whales will probably increase and also will the seals because the whales will no longer have consume that one prey anymore, the whales will increase, t he seals will also, but just not as fast 5. In this lesson, you learned about two patterns of population growth and decline, the sigmoid and peak phenomena. Does the seal and killer whale relationship represent a sigmoid or peak phenomenon? Please provide supporting details. The pattern of the Seal and the killer whale relationship presents a sigmoid patter, it represents this because the fact that both species have a population that they carry that cannot go past a certain point that theyll stop at. We will write a custom essay sample on Lab Report: Marine Populations specifically for you for only $16.38 $13.9/page Order now We will write a custom essay sample on Lab Report: Marine Populations specifically for you FOR ONLY $16.38 $13.9/page Hire Writer We will write a custom essay sample on Lab Report: Marine Populations specifically for you FOR ONLY $16.38 $13.9/page Hire Writer If so their pact will drop. 6. What are the limitations of the population dynamics lab? Is the lab activity a realistic representation of an arctic marine ecosystem? Note: Please provide detailed support for your opinion. The limitation of this population Dynamic lab is from seals, whales, and killer whales. No this is not a lab the represents an arctic marine ecosystem because these three species feed on each other, almost calling them rivals.

Origins of the French Revolution in the Ancien Regime

Origins of the French Revolution in the Ancien Regime The classic view of the ancien rà ©gime in  France- the state of the nation before the French Revolution of 1789- is one of opulent, corpulent aristocrats enjoying wealth, privilege, and the finery of life, while totally divorced from the mass of the French people, who stooped in rags to pay for it. When this picture is painted, it is usually followed by an explanation of how a revolution- a massive smashing of the old by the massed ranks of the newly empowered common man- was necessary to destroy the institutionalized disparities. Even the name suggests a major gap: it was old, the replacement is new. Historians now tend to believe this is largely a myth, and that much once regarded as purely the result of the revolution was actually evolving before it. A Changing Government The revolution did not suddenly change France from a society where position and power depended on birth, custom, and being obsequious to the king, nor did it usher in an entirely new era of government being run by skilled professionals instead of noble amateurs. Before the revolution, ownership of rank and title was increasingly dependent upon money rather than birth, and this money was increasingly being made by dynamic, educated, and able newcomers who bought their way into the aristocracy. 25% of the nobility- 6000 families- had been created in the eighteenth century. (Schama, Citizens, p. 117) Yes, the revolution swept away a vast number of anachronisms and legal titles, but they had already been evolving. The nobility was not a homogenous group of overfed and debauched abusers- although these existed- but a vastly varying set which included the rich and the poor, the lazy and the entrepreneurial, and even those determined to tear their privileges down. Changing Economics A change in land and industry is sometimes cited as happening during the revolution. The supposedly ‘feudal’ world of dues and homage to a master in return for land is supposed to have been ended by the revolution, but many arrangements- where they had existed at all- had already been changed into rents before the revolution, not after. The industry had also been growing  pre-revolution, led by entrepreneurial aristocrats benefiting from the capital. This growth wasn’t on the same scale as Britain, but it was large, and the revolution halved it, not increased it. Foreign trade before the revolution grew so much that Bordeaux nearly doubled in size in thirty years. The practical size of France was shrinking too with an increase in travelers and the movement of goods and the speed with which they moved. Lively and Evolving Society French society was not backward and stagnant and in need of a revolution to clear it out as once claimed. Interest in enlightened science had never been stronger, and the cult of heroes took in men like Montgolfier (who brought people to the skies), and Franklin (who tamed electricity). The crown, under the curious, if awkward  Louis XVI, took on board invention and innovation, and the government was reforming public health, food production, and more. There was plenty of philanthropy, such as schools for the disabled. Arts also continued to evolve and developed. Society had been evolving in other ways. The explosion of the press which helped the revolution was certainly bolstered by the end of censorship during the upheaval but began in the decade before 1789. The idea of virtue, with an emphasis on the purity of oration over text, sobriety, and scientific curiosity was evolving out of the trend for ‘sensibility’ before the revolution took it to more extreme heights. Indeed the whole voice of the revolution- in as much as historians ever agree on a commonality among the revolutionaries- was developing before. The idea of the citizen, patriotic to the state, was also emerging in the pre-revolutionary period. The Importance of the Ancien Rà ©gime on the Revolution None of this is to say that the ancien rà ©gime was without problems, not least of which was the management of government finances and the state of the harvests. But it is clear that the changes wrought by the revolution had many of their origins in the earlier period, and they made it possible for the revolution to take the course it did. Indeed, you could argue that the upheaval of the revolution- and the ensuing military empire- actually delayed much of the recently proclaimed ‘modernity’ from fully emerging.

Quality Improvement Project Coursework Example | Topics and Well Written Essays - 5000 words

Quality Improvement Project - Coursework Example There is the need to have clear aims of improvement, ways of monitoring the progress, as well as the willingness among all the clinicians to implement changes whenever evidence is presented. For this to be achieved Clinicians should lead in the health care reforms and avoid being destructed or driven by the existing regulations, payments or otherwise fear of the unknown. There are tools and methods that can help the clinicians to work together in studying the practice issues to help them arrive at agreed upon method. One of the nurse-sensitive indicator that clinicians should consider as a means to implementing changes in health care services is the Dengue Fever infections, which is one of the break bone fever. The dengue fever is among the known infectious tropical diseases brought about by the dengue virus (WHO, 1997). Dengue disease is among the emerging infectious diseases that has been posing threats to the human population commonly in blood transfusion recipients. It is current ly an expanding problem in both the tropical, as well as subtropical regions (Knoop, 2010). On the global scale, it is the most frequent arbiviral infectious disease, estimated at 100 million cases for dengue fever yearly, 300,000 cases for dengue hermorrhagic, and about 30,000 deaths annually (Gubler, 2010). The infections for Dengue virus are reported in more than one hundred countries, with estimated 2.5 billion people living in dengue endemic areas. It has been reported that Dengue cases commonly occur among the international travelers (Chen, 2010). It has, therefore, emerged to be a major concern for the international public health. Dengue disease is transmitted by some mosquito species in the genus Aedes. Some of the symptoms of dengue fever include pains of the muscles and joints, fever, and headaches. It is characterized by the skin rash resembling measles rushes (Chen, 2010). The disease might develop into dengue hemorrhage fever, which is life-threatening and this might le ad to bleeding, low blood pressures and plasma leakages (Suharyono, 2007). So far, there is no known developed vaccine for the disease. Prevention of the disease is, therefore, sought through the reduction of the habitat and the mosquitoes, as well as limiting exposures to the mosquito bites. The environment that aggravates the occurrence of dengue infections include the mosquito prone environments such as tropical warm regions, bushy areas that favor mosquito breeding, and other conducive mosquito favoring conditions (Wolff, & Johnson, 2009). For the past ten years, incidences of dengue fever have dramatically increased in Villas de Trujillo. Reported cases range from five thousands to ten thousands per year in Villas de Trujillo area alone. This paper explores the planning of a Dengue Community Action Program, which is meant to reduce the rising cases of Dengue infections in Villas de Trujillo. The paper involves examining of the authentic workplace quality improvement need for th e residents of Villas de Trujillo using data to support Dengue community Action Program, applying the quality improvement model in the identified need, determining members of the quality improvement team, and identifying a leader who would champion the quality improvement initiative. To address the issues listed above, the paper is segmented into five parts. Part one involves clearly

Descriptive Statistics Project Example | Topics and Well Written Essays - 1500 words

Descriptive - Statistics Project Example Consequently, an organization can meet expectations among all target consumers and at the same time optimize its sales volume and profitability. Similarly, understanding statistics on consumption helps business organizations in planning their productions, an aspect that affects wastes in storage cost, and goods that expire before sales. Understanding demand is also important for informed decisions among producers and consumers through generating information on alternatives that can be compared for decision-making (Apte, 2009). For producers and aspiring producers, understanding distribution in levels of expenditures for different classes of goods and services may indicate more profitable ventures for exploration while a consumer’s understanding of trends in major expenditures could develop awareness of possible utilities for exploration. Understanding that others spend significant amount of money on entertainment may, for example, be an indicator that entertainment is benefici al to professional and personal health and influence a consumer’s opinion on entertainment expenditure level. Expenditure and its determinants are also important for theoretical understanding of relationship between demand and its associated factors. According to law of demand, level of demand for a commodity is inversely proportional to the commodity’s price, should all other factors be kept constant (Friedman, 2009), and this establishes a basis for studying microeconomic factors such as demand and its relationship with other factors, to ascertain the theory, based on changing environments. Studying demand and its associated factors also offers a basis for extending the theory of demand to explaining correlations among the factors to demand such as levels of income, fraction of income spent on different types of utilities (Chauhan, 2009), and â€Å"cultural

Changes in american family during world war 2 Research Proposal

Changes in american family during world war 2 - Research Proposal Example During this period, President Roosevelt of America advocated that for the greatest level of loyalty from the citizens, both men and women. While joining the army was a career dominated by men, World War 2 saw women join in war to reinforce the army and this became a new change in the family structure; a family where both a husband and wife would be in war and children would be left under the care of their grandparents or under a foster parent. In response to the call of the president, many women were enrolled in the army and they set out to take part in the world war. The entry of women in the war was one of the causes of family instability. Witwoski seems to refer to the massive killing that was witnessed during the war that has been regarded as source of family breakdown by many authors of history. In the event of the war, a good number of army members lost their life and the consequence of this is that many children were orphaned. Coupled with the massive killing that was evidence during this period, many parents lost their lives and children were left homeless and unattended. Resultantly, orphaned children became victims of circumstances and most of them became part of the poverty-stricken population in America. Secondly, one of the most significant implications of the war was that most men went to war leaving behind their wives. In this case, many women had to step in and take the role of men in the family. This saw many women change from home care takers to breadwinners of the family.... Secondly, one of the most significant implications of the war was that most men went to war leaving behind their wives. In this case, many women had to step in and take the role of men in the family. This saw many women change from home care takers to breadwinners of the family. More notably, most of the men killed in the war had to leave their families in disarray. This meant that the women left behind had to become single mothers perhaps for the rest of their lifetime. However, others may have opted to get married again, causing the children to have multiple fathers. While it was a temporary solution to family crisis, this is an issue that brought about a change in the family structure, and America had to appreciate family structures that had not previously been witnessed in this state. Thirdly, this was a period in which the highest order of racism was manifested in the history of America. The Black Americans and the Japanese were among the races that were greatly affected by the sudden surge of racism in this period of war. On the West coast, Americans who had a Japanese descent were discriminate and as the tension of the war heightened they were forced into isolation camps. This was a sensitive matter to the family structure at a period when intermarriage had already penetrated in America. American wives who had married Japanese men were subjected to permanent widowhood and they became a vulnerable part of the society. In addition, Black American experienced a high level of seclusion especially in the job market, and getting a job was not easy in America. If they could get any employment, it would be manual labor and the wage would well below 64 cents (Wheeler 19). Therefore, the Black American families continued to wale in poor health and feeding habits, with

American Vs Australian Healthcare Systems

American Vs Australian Healthcare Systems The following essay discusses personal observations of the United States of Americas health care system and breaks it down in terms of equity efficiency and access. These observations are then compared with knowledge of the Australian health system and produce detailed evidence of the positive and negative aspects of both. Through this comparison the Australian use of the mixed market of operating healthcare is seen to be superior due to its greater development in both equity and access as apposed to the Americans use with only major benefits found within the systems efficiency. The health care system in operation in the United States of America is one oriented towards self provision (Hsiao and Yip 2000). It is designed in a way in which its people are largely responsible for their own health care costs at their own choice. This is the result of the extensive push towards the private sector of health. Personal funding for American health care is usually achieved through employment (Hsiao and Yip 2000). That is, when a person seeks to purchase health insurance they can do so through their employer. This means that people who are unemployed do not experience the same luxury of opportunity. The production of a government funded scheme to support these people was implemented in 1965. The scheme allows for the elderly to attain health care, as well as the poor financed by the federal and the state governments (Nelson, 2007). As this system of health care seems to cover the two ends of society it would seem one of success, although there are still between 45-47 mi llion uninsured people within America that have to pay entirely for any medical expenses they incur, which of course can be quite expensive (Hsiao and Yip 2000; Nelson, 2007). The Australian health care system is designed to incorporate two major contributors to funding, the public sector (as a result of the nations revenue and taxation) and the private sector (private organisations that insure peoples health at an incurred cost). The Australian system provides necessary public funding to areas of what Hsiao and Yip (2000p.2), refer to as adequate need at both a federal and state level. These adequate need services surround the use of general practitioners and hospital visits. As these are not necessarily the extents in which people use the health care system, privately purchased insurance is then available to provide funding for a greater number of health care needs (Hsiao and Yip 2000). The Australian health care system has a similar mixed market structure to health care as the American. This similarity is evident due to the presence of both public and private sectors providing funds to deliver health care. Although there is a similarity in the design of the market associated with health care there are vast differences within the orientation of the health care system itself (Hsiao and Yip, 2000). As opposed to the American system, the Ideology behind the Australian system is that all people should have equal rights to health care. This describes the equity present within the systems Equity within health care is the subject of much debate. Even the definition of the term equity itself is subject to various views and opinion. Mooney and Scotton, describe equity in health care as equal access for equal need (p.13 1999). The reason for this debate resides within the context of values within the society in which it is being attributed to. This leads to the concept of equity within the American model. The American model produces the lack of want and or need by the majority of people to create equity. Equity is seen to be non existent within the American health care model and as noted by Leeder (2003), is admitted to by American health care service managers. The explanation for this lack of equity is due to the ideology of American people. This ideology resides in relation to independence, associated with monetary success. As the association between health insurance and employment is evident throughout the American system, Americans themselves feel it is the responsibility for each individual to look after them selves when it comes to health care (Leeder, 2003). By attaining well paid jobs and thereby access to quality insurance the American system achieves and promotes the self resilience valued by its society at large. The downside of this ideology is that there are in excess of 45 million Americans without any insurance whatsoever. All of these have a reduced access to health ca re services and in most cases a greater need, creating a definitive example of inequity (Mooney, 2003). Equity within the Australian context of health care is of greater ideological value. The policies of adequate care as previously mentioned allow for all Australians no matter there level of income, social status or ethnicity to have a basic level of funding allocated to there health (Hsiao and Yip, 2000).The concept of equity is seen in Australian society to be of higher value as apposed to American society, with the societal desire for a fair go. Many of the developed nations, such as the United Kingdom, value equity in a similar approach to Australia with a greater support for the public sector of health rather than the private (Nelson, 2007). In recent years though, the Australian government has altered its support of the public sector and pushed for the privatisation of health care to cope with problems regarding the current systems efficiency (Hall and Maynard, 2005). This change provoked much debate amongst Australians in conjunction with their values surrounding equity of health care. Efficiency within health care has been described by Bolnick in four main interrelated sectors, these include; Delivering services, creating resources, financing and stewardship (2003 p.5). Delivering Services is an aspect of efficiency that is most evident within a health care system. The term refers to the ability for a system to provide services to its population, for example a health care system that delivers services efficiently would be one with low waiting lists that delivers a quality of resources. For services to be efficient they need a variety of resources to be allocated to them, which develops the need for appropriate financial allocations to these resources. For all of these factors to be successful the need to appreciate the views of the society they impact is necessary, this relates to the concept of stewardship (Bolnick, 2003). Within the American systems service delivery and resources are of high quality, waiting lists for services are low and their variants vast (Hsiao and Yip 2000; Oberlander, 2002; Leeder, 2003). This is one major benefit of the strongly privatised system in place. These aspects of efficiency are strongly recognised by the American people as previously noted by Leeder, creating quite an efficient model of care. The large downside evident in the efficiency of the American model is its allocation of finances. The United States as described by Oberlander, is the highest spender of money on services related to health (2002). This level of spending is greater than all of the other countries that in fact according to WHO are seen to achieve better health (Bolnick, 2003). This excess spending shows inefficiency through Mooneys analysis, in the system through the out weight of costs in association to benefits achieved (1999). Within the Australian system, service delivery, resources and finance are not so efficient. Waiting lists within the system are long making ability to provide resources difficult. As mentioned the recent government has promoted the privatisation of health to encourage Australias efficiency to improve (Hall and Maynard, 2005). Due to the need to accept public values and incorporate stewardship the use of both the pubic and private avenues of funding are still evident within the countries health care system. The last of the areas of health care to be covered is that of accessibility. As alluded to within discussions on equity, access to health care plays a major role in the systems effectiveness. The public model of care is the one that greatly promotes equality and in turn access. The socioeconomic status of individuals plays a major role in their access to health care therefore the application of a publically funded system is necessary to adhere to this populations needs (Hsiao and Yip, 2000). Countries that place a large amount of weight on the private sector of health tend to reduce the amount of access available to their people. The private sector does contribute to the greater ability of higher income earners to receive greater access to health care at their own cost. This may hold great advantage for some but does not deliver the same ability to those of lower socioeconomic status due to their inability to afford health insurance premiums (Hsiao and Yip, 2000). The American access to health care is lacking enormously, as access and equity have strong ties it proves another area of inadequacies. Not only do the people without employment of which dont fit government subsidy criteria have little ability to purchase insurance but many of those who are employed find it difficult to attain insurance due to employer implications. Without health care of any sort the individual themselves is made to pay the complete fund of any of their medical bills without subsidy. Due to the expensive aspects of medical care this makes access near impossible for many Americans (Nelson, 2007). The ethnic population are also at an accessible disadvantage, according to Nelson, (2007) creating a racially achieved gap in the access of the private system. Under the Australian health care system access to health care is achievable for people of all socioeconomic background although this is limited. The greatest problems that occur under this system are the lack of access delivered to the indigenous population of the country (Leeder, 2003). The reasons for this are seen largely to be due to cultural factors as well as geographical restrictions, as white Australians in rural settings also but not to the same degree have less access to health than their metropolitan counterparts (Dwyer, 2005). Through use of my observations and professional knowledge living in a society such as Australia is far more relevant due to my feelings in conjunction to the ethics and values considered within the health care system. A society that is content with trading efficiency for equity such as the United States of America is a society that has significant differences to my morals and beliefs hence the conclusion that the Australian variation of the mixed market, while in short supply of efficiency produces much more access and equity to its people verifying my observations of its superiority.

Deforestation Causes Climate Change Essay -- Global Warming Essays

"Ladies and gentlemen, the world's forests need to be seen for what they are—giant global utilities, providing essential public services to humanity on a vast scale." -- Prince Charles on Deforestation Many development institutions and politicians regard population pressure as the major factor causing rainforest destruction. Nobody can deny the serious global problem of population growth. However, the belief that this is the main cause of rainforest loss is used by many governments and businesses to imply that there is little or nothing they can do about the problem of rainforest destruction. An examination of forest destruction on a regional basis reveals that this is not so. In fact it is large companies and the inequities of international trade which are the root causes of rainforest destruction. For instance, millions of hectares of primary rainforests are being destroyed in South East Asia by logging, and the driving force in this industry is not the local population but international demand for timber. Because landless people will follow logging roads into primary rainforest areas, it is the logging industry which is the main immediate factor responsible for colonisation of rainforest. In Central America, 40% of all the rainforests have been cleared or burned down in the last 40 years, mostly for cattle pasture to feed the export market (often for US beefburgers). This industry in particular, and the continuing consolidation of land ownership in general, force the poor into rainforest in their search for land. Latin American environment groups have cited skewed land distribution as the most important factor frustrating the conservation and sustainable use of rainforest areas. Throughout South East Asia there are the... ...an 7 per cent of the planet's surface. They generate the bulk of rainfall worldwide and act as a thermostat for the Earth. Forests are also home to 1.6 billion of the world's poorest people who rely on them for subsistence. However, forest experts say governments continue to pursue science fiction solutions to the coming climate catastrophe, preferring bio-fuel subsidies, carbon capture schemes and next-generation power stations. Putting a price on the carbon these vital forests contain is the only way to slow their destruction. Hylton Philipson, a trustee of Rainforest Concern, explained: "In a world where we are witnessing a mounting clash between food security, energy security and environmental security - while there's money to be made from food and energy and no income to be derived from the standing forest, it's obvious that the forest will take the hit." Deforestation Causes Climate Change Essay -- Global Warming Essays "Ladies and gentlemen, the world's forests need to be seen for what they are—giant global utilities, providing essential public services to humanity on a vast scale." -- Prince Charles on Deforestation Many development institutions and politicians regard population pressure as the major factor causing rainforest destruction. Nobody can deny the serious global problem of population growth. However, the belief that this is the main cause of rainforest loss is used by many governments and businesses to imply that there is little or nothing they can do about the problem of rainforest destruction. An examination of forest destruction on a regional basis reveals that this is not so. In fact it is large companies and the inequities of international trade which are the root causes of rainforest destruction. For instance, millions of hectares of primary rainforests are being destroyed in South East Asia by logging, and the driving force in this industry is not the local population but international demand for timber. Because landless people will follow logging roads into primary rainforest areas, it is the logging industry which is the main immediate factor responsible for colonisation of rainforest. In Central America, 40% of all the rainforests have been cleared or burned down in the last 40 years, mostly for cattle pasture to feed the export market (often for US beefburgers). This industry in particular, and the continuing consolidation of land ownership in general, force the poor into rainforest in their search for land. Latin American environment groups have cited skewed land distribution as the most important factor frustrating the conservation and sustainable use of rainforest areas. Throughout South East Asia there are the... ...an 7 per cent of the planet's surface. They generate the bulk of rainfall worldwide and act as a thermostat for the Earth. Forests are also home to 1.6 billion of the world's poorest people who rely on them for subsistence. However, forest experts say governments continue to pursue science fiction solutions to the coming climate catastrophe, preferring bio-fuel subsidies, carbon capture schemes and next-generation power stations. Putting a price on the carbon these vital forests contain is the only way to slow their destruction. Hylton Philipson, a trustee of Rainforest Concern, explained: "In a world where we are witnessing a mounting clash between food security, energy security and environmental security - while there's money to be made from food and energy and no income to be derived from the standing forest, it's obvious that the forest will take the hit."

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

Hitlers Appeal essays

Hitlers Appeal essays The unemployment in Germany from 1928 to 1932 was devastating to the nations economy. Reasons are varied but all are contributing factors. Unemployment soared, it grew 3 1/2 times in just five years. The treaty of Versailles was to blame, as it took away much land, where many natural resources were obtained. Also was the disarmament, which caused much job cuts, as no more weapons were being made. The Jewish were blamed for the bankruptcies and inflation because they were in charge of many financial institutions. Hitler proclaimed that they somehow tampered with the banking system to promote their own financial needs. All allegations were false; they were only used to help Hitler in his political race to rule the country, and eventually the world. Hitler made these speeches to make German residents think that all the other countries blamed them and their allies for the war. Hitler made their country sound strong, but also capable of doing a lot because of the quarantine imposed on them. Germans were gaining a false sense of pride and hope for the future from Hitler. Germans were feeling anger towards the nations forcing the treaty of Versailles against them because of many things. One, Loss of German territory, overseas and much of their own connected land. Payments of reparations were severe, especially because of their economic state of depression. Germany was also ordered disarmament, which only lowered their defense and decreased employment. Germany and their Allies were blamed for the war, even though Germany was under a new government, their old leaders also took responsibility for all losses. Their old national leaders and their allies, who were overthrown, signed the treaty. The new government had to assume responsibility. Citizens of Germany seemed to love Hitler; he represented hope for a new country, a strong country. A country whose power would be dominant over all other countries. Here was a man who could brin ...

Advertising Variety Essays

Advertising Variety Essays Advertising Variety Essay Advertising Variety Essay The production of goods without quick sale is to no purpose. We have different kind of advertisement to promote sales. Advertisement gives information about new products, about health and safety is called informative advertisement. The kind of advertisement that persuades peoples to buy thing is called persuasive advertisement. Persuasive advertisement is directed to consumers who do not need to buy products very much. However, through effective advertisement they are brought round to buy them. Then there is deceptive advertisement. Deceptive advertising makes peoples believe products or goods to better then they are. When persuasive advertising becomes deceptive, the results are often negative. We look at the innumerable posters, notices, small boards and hoardings, huge boards on the outside of buildings and banners for advertisement at road crossings and street corners or in busy public places. At night the advertisement are well lit, and they seems to add glamour to the areas around. However, the large hoardings or billboards with pictures and slogans only block the view of natural scenery and restrict pennes. Advertisement is something of a necessity in the modern world of competition and conflicts. Firstly, they introduce the new products to the general public; for example, the public comes to know readily of some new medicines for diseases, effective techniques of constructing houses through companies having specialized knowledge. The government advertises its schemes and policies to inform the public and to make it participate in them. It has advertised in the past its new housing plans, saving schemes, educational policies, issue of identity card etc. Mom off and on. Advertisement in newspapers for job in government departments and private organizations are highly useful. They help the offices and agencies to get readily trained manpower from the public. They help the educated public to get jobs and production centers through newspaper advertisements. The education private sector mostly depends on advertisement and publicity to attract students to educational institute. Advertising of cigarettes, undesirable dress, expensive food, harmful soft drink and the time wasting games should be discouraged. Cosmetic and items of make-up that cause waste of time and money and also negative effect on the health should not be put up at public places. Any advertisement that effect health and character negatively and helps develop bad habits should immediately be disallowed by the government. The advertisement who misinform the public about their products and services and about those of their competitors should be tried in court of law and punished. There should be strict law for this, which carefully and forcefully implemented. Advertisement should be developed as an art that pleases and inform the peoples rightly about the best products and services. It should be not misused for popularizing of defective or expensive industrial goods, expensive luxuries, foreign products and even publications that can be harm full to the people in any way. Having investigated this branch we can made next conclusion: advertisement has become our need. For launch new products we have to advertise that product. And then that product will start running if that product has some quality.