Company law Essay Example | Topics and Well Written Essays - 2000 words - 2

Company law - Essay Example ision in good faith and for meaningful purpose Transaction with other company should not reflect personal gains To inform other members of the board concerning the transaction to seek their confidence. Decision should be rational and in the best interest of the company. The above requirements are to be fulfilled by the directors in order to satisfy the statutory duty of care and due diligence6. Business judgment In accordance with the section 134 of the Corporations Act, the upper and the bottom layers of the management should respect the provisions of the Corporations Act and the constitution of the company. The company in its own discretion can have one or more replaceable rules contained in the Corporations Act in place of Constitution. In accordance with Section 140(1) (b) of the constitution and replaceable rules have the direct bearing on a Contract that executes between the company, each director and secretary. Under the mentioned scenario each one agrees to abide by the const itution and the rules in vogue7. Here we can take example of Turquand’s case, according to which, an agent belonging to the company can make a contract without any authority, which is not in knowledge of the outsider. A rule is settled that ensures the protection of outsiders until and unless the security of company is not at stake8. Another case Crabtree-Vickers Pty Ltd v Australian Direct Mail Advertising Co Pty Ltd can be taken as an example to show that a person who lacks actual authority cannot be entered into a contract on behalf of the company and prior approval is required for entering into a contract by some person having actual authority not apparent one9. Sixty-Fourth Throne Pty Ltd v Macquarie Bank Limited [1998] 3 VR 133 is another example where Kandy used authority of... The Corporations Act is an important legislation passed by the legislators that governs the companies in Australia. It deals with the issues of formation and operation of companies in line with the constitution of the company; determine responsibilities of officers, process of acquisitions, mergers and fundraising.Directors should not deploy themselves in a critical position where they are unable to serve in the best interest of the organization. This inclusive of entering into commercial transactions with other entities where one cannot take decisive part in making a decision for the company. With regard to protect the rights of shareholders in case of oppressive changes in the Constitution by the Board of Directors, we may invoke the provision of section 994 of the Companies Act. According to which â€Å"A member of a company may apply to the court for an order on the ground that the company's affairs are being run or have been conducted in a manner that is unfairly prejudicial to the interests of its members generally or of some part of its members† .The mentioned section in fact protects the interest of the minority shareholders in circumstances where the majority shareholders act in a way which is detrimental to the interests of minority shareholders. Moreover, in view the effective role of the Central Bank of Malaysia and the Security Commission of Malaysia, the chances of jeopardizing the interest of shareholders are diminished.

High blood pressure Essay Example for Free

High blood pressure Essay Smoking does stunt your growth which, as well as it giving high blood pressure. When someone hangs around a smoker, they are actually inhaling the smoke, which would make them a passive smoker. A passive smoker is worse than actually being a smoker because breathing the smoke from the air is worse than taking it in through your mouth as it would cause blockages in the nose. Smoking can always cause headaches and colds and it can also give you very bad cough, also known as smoker cough. The thing that makes smoking so addictive is the nicotine that is inside them. They can be replaced with nicotine patches when and if decided to stop. Smoking also can affect your social life as it can cause arguments and it can also means sometimes it would mean you would be left alone outside smoking away while all your friends are inside as they dont smoke. Also the lose of money from smoking is becoming more and more as they are increasing the prices of the cigarettes as the government are tying to prevent people to smoke, and so by you wasting your money on small cancer sticks is pointless. Smoking can also leads to drugs, because it first starts with smoking cigarettes and then it would go further and start smoking drugs. This can completely change the individuals life around. Smoking also affects the eyesight of the individual from the conclusions that they would have to start wearing glasses. Smoking can also be the main causes of strokes, someone collapsing and some to become paralysis. Asthma is the biggest problem when it comes to smoking because smoking damages the lungs and a person who has asthma would already have a bad set of lungs. And so when someone is smoking around them, it could make it even worse and allow them to have a fatal attack. All of this start of somewhere and it is usually when the individual is a teenager because they would want to just try it. And then they would not be able to control themselves and continue smoking for the rest of their lives. With some people smoking doesnt just happen just like that, they would be either forced through peer pressure or from the attitude just trying it out. Stopping smoking is not easy because it takes a lot of will power and determination because it can be extremely difficult, but the government provides a lot of help because they want the nation to become healthier. That is also another reason for the cigarettes being brought up in prices because they want to try to get people of them. There are products out there that can be brought to help you give up smoking like nicotine patches as well as little sticks that you can inhale which would make believe you that your smoking as it gives you the same feeling but you would not be inhaling any smoke which is safer for you and the people around. With some individuals, they try to stop completely all a sudden but it is them type of people that would either most likely go back and start smoking again, or not touch another one for the rest of your life, but for people who find it hard to stop smoking, there is help provided by the NHS and also on the internet as they would be happy to give advice.

Toothbrushes and Tofu :: Short Story Papers

Toothbrushes and Tofu "Yay hyperchocolate hazelnut cake Yay apricot baklava Yay carrot cake and apple crisp Yay periwinkle dining room trim Yay co-ops" - Watermyn house journal, 1986 The co-op is on the corner of Waterman and Governor streets, hunkered there like an old man, into a dilapidated permanence. Two enormous cherry trees occupy the front yard; in the fall their golden leaves are left in peace to coat the lawn until they rot or blow away. A tangled cluster of bicycles clings to a metal sculpture that is perched like an insect under the largest tree. The front garden sprouts renegade tomato plants and Echinacea flowers, long taken over with weeds, and a tin sign hangs feebly from a piece of yellow pipe, its faded letters announcing, "Watermyn Co-op Garden." The newly built front porch smells of wet, cut wood and supports a ratty looking couch, a small mosaiced table, and half a dozen un-opened Wall Street Journals. The Watermyn kitchen never fails to be a stimulating experience. This Sunday night is no exception. Ian and Allison chop vegetables, and the counters swim in piles of mushrooms, carrots, spinach, bowls of crumbled tofu and pans spread with thick pizza dough. Liz Phair plays on the stereo, just loud enough to inhibit a normal decibel of conversation. Old crumpled newspapers litter the two couches beneath the stereo, and rows of red-capped spices, cereal boxes and other assorted dried goods line the racks above the counters. Clippings, sketches and posters plaster the refrigerator and walls. Broken kitchen appliances are stuck above the fridge with black electrical tape and someone has scrawled above them in black marker, "Kitchen appliance graveyard - where all good cooking tools come to die." Ian is tall, with a warm smile and a worn-in look, faded and comfortable like someone's favorite sneakers. He groans as he opens up rotting bags of spinach, "How long has this been in the fridge? I'm not going to use this. Do you think I should use this? No, no one will want to eat this." Allison doesn't offer any suggestions. She smiles unconcernedly and slides an assembled pizza into the oven, holding her long brown hair back with one hand. Dinner is served at 6:30 and in a few minutes co-opers will begin to wander into the kitchen and common rooms, lured by the smell of cooking dough and stir-fried garlic.

Woodrow Wilson

Woodrow Wilson was a politician, scholar, activist, and an idealist who believed that â€Å"there is no cause half so sacred as the cause of a people. There is no idea so uplifting as the idea of the service of humanity†. Yet he was also considered a racist. A. The Child Thomas Woodrow Wilson was born December 28, 1856 at Staunton, Virginia; one of four children to Joseph Ruggles Wilson and Janet Wilson who were of Scottish descent. His family moved to Augusta, Georgia a year after his birth and then in 1870 moving to Columbia and later moved to Wilmington in 1884. Woodrow later drop his first name, Thomas. B. The Student He got his early education from a few ex-Confederate soldiers who set up some schools after the Civil war and his father who taught him religion, literature and British history. At sixteen years of age, Wilson attended Davidson College, North Carolina for one year and later drop out of college due to his health. In 1875, he attended a College of New Jersey which is now known as Princeton University where he graduated in 1879. Later that year he studied law at the University of Virginia but left school again due to personal reasons. He continued his studying law on his own after returning home of Wilmington, North Carolina. He set up a legal practice with a friend from the University of Virginia in 1882 and passed the Georgia Bar Exam. Later, he left the practice of law and decided to continue his education at John Hopkins University, Baltimore. There he was enrolled as a graduate student in history and political science and earned his PH. D in 1886. With his research study, he made the dissertation known as Congressional Government: A Study in American Politics. In this dissertation, Wilson argued about the power the congressional government has over a weak postwar Presidency and for a constitutional change of separation of powers between Congress and the President to that of the British Parliament. In the final year of his graduate school, Wilson, at 28 years old, married Ellen Louise Axson, in Savannah, Georgia. They had three daughters in their life together, Margaret, Jessie, and Eleanor. Woodrow Wilson became an instructor at Bryn Mawr College from 1885 to 1888 teaching political economy and public law. He then accepted professorship at Wesleyan University in Connecticut, teaching history for two years. After 1890, he went back to Princeton University teaching political economy and law. From 1902 – 1910, Woodrow Wilson served as President of Princeton University. Wilson’s tenure helped shape Princeton into one of America’s great universities. C. The Governor Wilson ran for governor of New Jersey accepting the conservative Democrats’ proposal and won the democratic nomination. He shocked the politicians by declaring independence of the political bosses and later won the decisive victory over the Republican opponent and began his reforms against the political bosses. During two year period, Wilson had pushed legislation to allow voters to choose their candidates rather than having party bosses choose as well as secure reform for campaign finances. He also made passage for Workers Compensation for families whose working member is injured or killed on the job as well as improve the public utility commission to improve rates. During his time as Governor of New Jersey, many progressive leaders took interest in Wilson as a potential Presidential candidate, especially the Democrat William Jennings Bryan. D. The President Woodrow Wilson narrowly won the Democratic nomination in 1912 putting him against President Taft of the Republicans, Theodore Roosevelt of the Bull Moose Party, and Eugene Debs of the Socialist Party. Wilson on his platform presented a program called the â€Å"New Freedom† which busted up corporate monopolies to allow the chance for competition to prevent monopolies from controlling the Federal government. Wilson won the election with 41. 9% becoming the 28th President of the United States. Few reforms he first put out was the tariff reform, The Underwood Act; which had lowered rates from 40% to 27%, as well as creating the first federal income tax with the passage of the 16th Amendment. In 1914, Ellen Louise Axson, Wilson’s wife and First Lady, died from Bright’s disease. In 1915, Wilson married Edith Bolling Galt, who happens to be a widow at the time which made her the 2nd First Lady. With the Election of 1916 coming, the main focus came to light about the War in Europe, which Wilson being the Democratic candidate with Marshall as his running mate, bent on neutrality of keeping the United States out of the European War. His opponents were the reunited Republican Party with Charles Evan Hughes of New York as their candidate. Wilson called for military preparedness as well as a world association of peace for maintaining peace after the war in Europe ends, as well as women suffrage, and ending child labor. Democratic delegates also came up with the chant, â€Å"He kept us out of war† as the campaign slogan. Wilson had narrowly won the election in November with 49. 4% vote and 277 electoral vote compared to Hughes 46. 2% vote and 254 electoral vote. E. The Racist Wilson initiated his segregation efforts while president of Princeton University, he discouraged blacks from applying for admission. Wilson's History of the American People (1901) described the Ku Klux Klan of the late 1860s as a lawless reaction to a lawless period. Wilson wrote that the Klan â€Å"began to attempt by intimidation what they were not allowed to attempt by the ballot or by any ordered course of public action†. Wilson considered African American immigrants unfitting for American citizenship and unable to integrate in the American society. He made this very evident in his book, History of the American People. Wilson described slaves as â€Å"indolent† and compared them to â€Å"shiftless children† and thought that slave masters were patient with these lazy laborers. Woodrow Wilson disapproved of the idea of African American being free. He usual related them to animals and commonly referred to blacks as darkies. Wilson held the common neo-Confederate view that the South was demoralized by Northern advocates and Congressional hassle of black equality justified extreme measures to reassert white supremacist national and state governments. Though in 1912, â€Å"an extraordinary number of African Americans left the Republican Party to vote for Wilson (a Democrat), encouraged by his promises to support minorities, Wilson’s cabinet expanded racially segregationist policies. Under Woodrow Wilson administration, most federal government offices were segregated – in some departments for the first time since 1863. Many African American employees were demoted or fired. Some segregationist federal workplace policies introduced by the Wilson administration remained until the Truman Administration in the 1940s. In 1914, Wilson told The New York Times, â€Å"If the colored people made a mistake in voting for me, they ought to correct it†. F. The Public Administrator Wilson believed Public Administration was â€Å"government in action; it is the executive, the operative, the most visible side of government, and is of course as old as government itself†. He was fretful about the implementation of government so he studied public administration because he believed that it could increase governmental efficiency. He condemned political leader who modulated the importance of government administration and made it â€Å"†¦Ã¢â‚¬ ¦.. harder to run the constitution than to frame it†. Woodrow Wilson thought that the United States required greater compromise because of the diversity of public opinion. He compared administration to a machine that functions independent of the changing mood of its leaders. Wilson put it, â€Å"public attention must be easily directed, in each case of good or bad administration, to just the man deserving of praise or blame. There is no danger in power, if only it be not irresponsible. If it be divided, dealt out in share to many, it is obscured†¦. † II. Conclusion In 1919, Wilson suffered a stroke while on a speaking tour in Pueblo, Colorado, making him unable to carry out his Presidential duties effectively. After leaving office, he retired in Washington DC where he spent the remaining three years of his life before passing away on February 3, 1924. He is the only President to be buried in the National Cathedral in Washington DC. He changed the Democratic Party to a â€Å"party of reform† as well as changing foreign policy to internationalism from isolationism. He also left behind the Federal Reserve, the tariff reduction, federal regulation of business, as well as support for the labor unions. He helped prepare the United States for its role in the world with creating the League of Nations only for the US to join its; predecessor the United Nations. Woodrow Wilson left behind an idea that would fuel for global peace.

My apartment Essay

When I was younger, I fantasized about how wonderful life would be when I moved into my own apartment. Now I’m a bit older and wiser, and my dreams have turned into nightmares. My apartment has given me nothing but headaches. From the day, I signed the lease; I’ve had to deal with an uncooperative landlord, an incompetent janitor, and inconsiderate neighbors. First of all, my landlord has been uncooperative since the first day I came to that apartment. As promised, I arrived there at 3 p.m. sharp but he leisurely came there one hour late with depressed looking faces. Then he immediately started to give tour in the apartment and explained a little bit about the rent. After that, he impatiently asked for a deposit even though I’m still touring the apartment for any deficiency in the apartment. At that time I noticed that the flush in the toilet is not functioning and asking him to repair it but him keep insisting me to pay for the deposit first. Thus with an irritating voice, I said to him that he really needs to repair it and I can see his brows frowned. It’s been two months I stayed there, yet no plumber ever came to my apartment and another problem followed in which the air- conditioner started making noise and in the end it broke down. I called and emailed him but there’s no reply at all, so I went straight to his house. Surprisingly, he was there laughing with his friends and my anger cannot hold anymore, so I shouted furiously about the problem happened in the apartment. After a few days, a plumber came and the air – conditioner has been fixed. I’ve had a problem not only with my landlord but also with an incompetent janitor who is a middle-aged man. My first impression toward him is already bad, for he just came to my apartment without brought any equipment to clean the apartment. Not to mention that he used the whole bottle of the cleaning product just to clean the small apartment. I can a ccept if my apartment will be shining but the thing is that I can still see muck in my toilet, dust under my sofa and dirt in my kitchen. There’s one time when he actually made my apartment like his own house. He would laid-back on my sofa and talk with his friends on the phone, watch television and eat my food in the refrigerator without my permission. The intolerable thing I can’t accept is that he thinks himself a plumber by fixing my kitchen’s sink and in the end my sink becomes worse. It has cost money for the sink to be functioning again. Perhaps the worst problem has  been with the inconsiderate neighbors who live in the apartment above me is that they think they own the whole apartment. Even with problem occurred in the apartment and at work, I still felt that my apartment is my heaven but the peaceful moment do not last longer when they moved in the apartment above me after five months I stayed there. Then at that time my dream turned into my worst nightmares in which music being played loudly at 3 a.m. and drums being played deafeningly and people talking boisterously. Sometimes I noticed that my balcony full of dust even when the janitor came to clean my apartment. I assumed that maybe the janitor didn’t sweep the balcony properly but it turn out that the neighbors above me actually was the one who constantly threw dust after they had sweep their house, for they think it’s just debris of dust. Sometimes, my apartment seems like a small, friendly oasis surrounded by hostile enemies. I never know what side trouble is going to come from next: the landlord, the janitor, or the neighbors. Home may be where the heart is, but my sanity is thinking about moving out.

A Critical Evaluation of the Philosophy of Malcolm X

A Critical Evaluation of the Philosophy of Malcolm X Malcolm X, a self-educated [black] Muslim brought essentially two philosophies to the forefront of the civil rights movement of the 1950s and 1960s.After an introduction to the nation of Islam and Elijah Muhammad while in prison, Malcolm developed a philosophy of independence and freedom for the Black race through racial and national separation. Along with this philosophy came a seemingly deep-set hatred for the white race with him often referring to them as a race of white devils.His philosophy was met with much controversy. The theory of racial and national separation was in direct contrast with the theories of the Rev. Dr. Martin Luther King Jr. Dr. King's philosophy included non-violent protest and a vision of a raceless society. Although Malcolm's religion was an inherently peaceful one, he believed that if the Negroes were attacked in any way, it would be fine to use force in retaliation. Because of this view, many regarded Malcolm and the rest of the Black Muslims as militant. Martin Luther King leaning on a lectern. Deutsch: ...According to Malcolm, the idea of integration was a futile one. He believed that the American socioeconomic system was unable to give Blacks what they were really looking for"mass class mobility". Also, if integration were to happen, the best the Black race would be able to expect was an entry into the lowest levels of the working class.1 For this reason, he believed that the Negro race should embrace their African-ness and build the race up from within itself; a theory not dissimilar from those of Booker T. Washington and Marcus Garvey.After a split from the so-called Black Muslim groups, headed by Elijah Muhammad, Malcolm embarked on his pilgrimage to Meccathe Hajj. On his Hajj, Malcolm, or El-Hajj Malik El-Shabazz, saw a different side of the Islamic religion. What he saw was Islam...

John Ericsson - Designer of the USS Monitor

John Ericsson - Designer of the USS Monitor John Ericsson invented an early locomotive, the Ericsson hot-air engine, an improved screw propeller, the gun turret, and a deep-sea sounding device. He also designed ships and submarines, most notably the USS Monitor. Early Life of John Ericsson in Sweden John (originally Johan) Ericsson was born on July 31, 1803, in Vrmland, Sweden. His father, Olof Ericsson, was superintendent of a mine and taught John and his brother Nils the skills of mechanics. They received little formal education but showed their talent early. The boys learned to draw maps and finish off mechanical drawings when their father was director of blastings on the  Gà ¶ta Canal  project. They became cadets in the Swedish Navy at ages 11 and 12 and learned from instructors in the Swedish Corps of Mechanical Engineers. Nils went on to be a prominent canal and railway builder in Sweden. By age 14, John was working as a surveyor. He  joined the Swedish Army at age 17 and worked as a surveyor and was noted for his mapmaking skill. He began constructing a heat engine in his spare time, which used the heat and fumes of fire rather than steam. Move to England He decided to seek his fortune in England and moved there in 1826 at the age of 23. The railroad industry was hungry for talent and innovation. He continued to design engines that used airflow to provide more heat, and his locomotive design  Novelty  was barely beaten by the Rocket designed by George and Robert Stephenson in the Rainhill Trials. Other projects in England included the use of screw propellers on ships, a fire engine design, large guns,and a steam condenser that provided fresh water for ships. American Naval Designs of John Ericsson Ericssons work on twin screw propellers attracted the attention Robert F. Stockton, an influential and progressive U.S. Navy officer, who encouraged him to relocate to the United States. They worked together in New York to design a twin screw-propelled warship. The USS Princeton was commissioned in 1843. It was armed with a heavy gun 12-inch gun on a revolving pedestal that Ericsson designed. Stockton worked to get the most credit for these designs and designed and installed a second gun, which exploded and killed eight men, including Secretary of State Abel P. Upshur and Secretary of the Navy Thomas Gilmer. When Stockton shifted the blame to Ericsson and blocked his pay, Ericsson resentfully but successfully moved on to civilian work. Designing the USS Monitor In 1861, the Navy needed an ironclad to match the Confederate USS Merrimack and the Secretary of the Navy convinced Ericsson to submit a design. He presented them with designs for the USS Monitor, an armored ship with guns on a rotating turret. The Merrimack had been rechristened the USS Virginia and the two ironclad ships did battle in 1862 to a stalemate that nonetheless aved the Union fleet. This success made Ericsson hero and many Monitor-type turret ships were built during the rest of the war. After the Civil War, Ericsson continued his work, producing ships for foreign navies and experimenting with submarines, self-propelled torpedoes, and heavy ordnance. He died in New York City on March 8, 1889 and his body was returned to Sweden on the cruiser Baltimore. Three U.S. Navy ships have been named in honor of John Ericsson: the torpedo boat Ericsson (Torpedo Boat # 2), 1897-1912; and the destroyers Ericsson (DD-56), 1915-1934; and Ericsson (DD-440), 1941-1970. Partial List of John Ericssons Patents U.S. #588   for a Screw Propeller patented February 1, 1838.U.S. #1847 for a Mode of Providing Steam Power to Locomotives patented November 5, 1840. Source: Information and photos provided by U.S. Naval Historical Center