Essay --

Muhammad was a revolutionary he broke many customary ways and beliefs. Muhammads revolution affected all aspects of life. His peace ended disputes of families, tribes and nations but most importantly with all human nature. To Muhammad religion was a comprehensive concept. It was also a set of dogmas and doctrines unsocial with rituals and ceremonies. Religion was a way of life for Muhammad. He came raise mankind to a higher place of peace and progress.Before the rise of Islam Arabia was a forego wasteland whos once great trading cities have fallen on hard times. Arabia is the last of inhabited lands towards the south, and it is the only country, which produces frankincense, myrrh, cassia, cinnamon, and laudanum. (1) The population was divided into allude tribes and clans that worshiped local gods. In the uninhabitable desert zones a wide variety of Bedouin cultures had developed over the centuries based on camel and goat herding. Towns and agriculture flourished on a limited sca le. Over the peninsula the camel nomads, organized in clans were dominant. Although urban Islam had been pressured by writers of the Muslim civilization, the Bedouin world, in which the religion came, shaped the career of its prophet, his teachings, and the spread of new beliefs. Mecca and Medina were large extensions of the tribal culture of the camel nomads. Their populations were linked to kingship by Bedouin peoples. Bedouin herders occupied most of the habitable portions of Arabia. Farmers and town dwellers carved out small communities in the western and southern parts of the peninsula. distant invasion in the inroads of Bedouins people had all but destroyed the civilization before the birth of Muhammad. Mecca, located in the mountainous regions along ... ... In two his revelations and personal behavior Muhammad joined his followers to be kind and generous to the people including slaves. He forbad the rich to exploit the poor through unrealistic rents or rates on interests f or loans. In his last sermon he states, Remember, one day you will appear before ALLAH and answer for your deeds. So beware, do not astray from the path of righteousness after I am gone. (3)The prophets teachings and the revelations of the Koran soon were incorporated into an extensive body of law. This modulate most aspects of the lives of the Muslim faithful. They lived in a manor that would prepare them for the last judgment which in Islam would determine there fate in eternity a strong but compassionate god with a strict but socially minded body of law set impressive standards for the social interaction between adherence of the new faith.

Rudyard Kiplings The Light Yhat Failed :: Essays Papers

Rudyard Kiplings The Light Yhat FailedRudyard Kipling is remembered today mostly as a childrens author. Kiplings poetry and adult fiction are both worth sober examination The Light That Failed is probably the most important of his adult novels, in which he apparently makes the clearest statements of his beliefs about art and the purpose of life. Its a pretty raw picture he paints, cloaked in finery and delight but at the core full of stoic acceptance of misery, hardship and death. While there is a good deal of this that Kipling probably believed, even a casual examination of his own life suggests that this book is more of a bare-bones explication of the fundamental issues than a amply fleshed out portrait of how an artist ought to live. Its particularly telling in light of this that The Light That Failed is dedicated to his mother. How is someone with an artists soul to live in a cosmea where, despite all protestations to the contrary, not even the love of a mother -- much less t hat of any other woman -- can be relied upon? ray Heldar is an orphan, a young savage who is not civilized by the beatings he gets from Mrs. Jennet, his foster-mother, nor by the contempt he receives from his school-fellows for his cheap and shoddy clothing. Coming out of his childhood, he goes off to wander the world, learns to paint, and finds he can see things that others cant, and capture them on canvas. His childhood companion, Massie, who is aptly described as an atom -- indivisible and impenetrable -- withal learns to draw, but with considerably less success than Dick as she fails to give her whole life and soul to the work. Dicks career is given its first great hike up by a chance meeting with Torpenhow, a Special Correspondent for a news syndicate sent to the Sudan to cover the ultimately unsuccessful dispatch to relieve Gordon. Torpenhow sees Dicks talents and immediately signs him up to supply drawings for his syndicate at a pittance. In this world of manly men, its a ssumed that the strong will struggle forrad on the thinest of chances, and the weak will be swept away. Dick and Torpenhow become close friends in the course of the campaign, but in the midst of a bout Dick is wounded on the head and has a moments flashback to the world of his childhood and Massie, whom he fell in love with shortly before they last parted.

Deontologial Theory Essay -- essays research papers

ETHICSDeontological TheoryHistorically ethics was studied from a philosophical tone and viewed as the science of morals. Ethics had been defined as the principles of moral conduct that govern our behavior. Our ethical behavior is developed from various factors, to include our environment, family and beliefs. The origins of ethics screw be traced back to the fifth century, BC ( Banner, 1968, pg.67). Plato, Socrates and Aristotle are among the early teachers of ethics. These teachers along with many other philosophers developed and taught numerous ethical theories based on their beliefs. respectable theories that have evolved through the years include, but are not limited to The Greek ethics of Plato, Socrates and Aristotle center on moral virtues. The Christian ethics of St. Augustine focused on divine revelation.The consequential ethical theory of Bentham theorized that the consequences of ones behavior are crucial when making moral decisions. The non-consequential ethics of Kant which viewed an individuals certificate of indebtedness and moral obligation as paramount when faced with an ethical challenge.Contemporary philosophers define ethics as a philosophical examination of the principles of redress versus wrong, and view morality as the practice of these principles (Souryal, 1998, pg.17). The study of modern ethics and human behavior is a continuum of the examination of many of the same theories studied by earlier philosophers. One such theory is the deontological theory. This ethical theory is based an individuals actions and not the consequences of the actions. Deontological is derived from the word deontos, the Greek word meaning commerce or obligation. There are two sub-categories of the deontological theory. The monistic sub-category bases morality doctorly on one virtue. Examples of the monistic category of ethical theories are hedonism and Kants duty theory. In the theory of hedonism, pleasure is the only good, and in Kants theory on ethics, ones duty or moral obligation is the sole virtue or value of goodness. The multiple sub-category of ethical theories has a minimum of two values of goodness, such as a woman marrying an intelligent and bountiful man. The multiple values of goodness ... ...he human relations aspect of our jobs. Finally, as rational and intelligent individuals we must focus on the beneficial aspects of all-ethical theories and attempt to derogate the non-beneficial components of each theory. We must analyze the ethical dilemma and demonstrate the courage and moral virtue to apply the correct ethical theory that would result in the morally correct resolution to any given ethical dilemma. It is imperative that as rational and thinking human beings we consider the ramification of our actions and conclusively ingest the morally correct decision when faced with an ethical dilemma in law enforcement. ReferencesAlbert, Ethel, M., Denis, Theodore C. Denise & Peterfreund, Sheldon P. (1988). GreatTraditions in Ethics. Belmont, California Wadsworth, Inc. Banner William A. (1968). Ethics An Introduction to lesson Philosophy. New YorkCharles Scribners Sons.Shapiro, David A. (1999). Choosing the Right to Do. San Francisco, California Berrett-Koehler Publishers.Souryal, Sam S. (1998). Ethics in Criminal Justice In Search of the Truth. Cincinnati,Ohio Anderson Publishing Co.

Digital Encoding and Music Sharing :: Internet

Digital Encoding and Music SharingComputers have revolutionized the world of practice of medicine. Through the Internet, users can get any type of medical specialty at little to no cost. They practically eliminate the need to purchase new CDs. This new concept is made possible through the play of digital encoding. The Internet is only a tool allow the freedom of sharing music. Mp3s are the most popular form of encoded digital music and are the most readily available for the Internet. Most Mp3 players are played on winamp, which is available to the public.There has also been a great amount of quarrel at bottom the free sharing of Mp3s. Mp3s stands for Mpeg layer-3 type format media file. Mp3s are digitally compressed songs form CDs. The average track on a CD is proximally 50 megabytes in size. Through the process of digital compression modern software can minimize the amount of space for the said(prenominal) CD track to iodin-tenth the size, making the average Mp3 file 5 megs, losing only minimal amount of quality. The small amount of space that the Mp3 take up on the hard drive is much less than copying a .wav file from a CD. The average modem can transfer 5 Megs of information in about 10 min. It would take hours to transfer a .wav file of the same music quality. This is what makes mp3s so popular for Internet and calculator users. The average CD on the market today costs about 20 dollars. Through the uses of the Internet and Mp3 sharing communities such as Napster, Scour net, File quest, and Imesh, users can frame a music library for a fraction of the cost of purchasing normal CDs from a music store. Napster is one of the front-runners in Mp3 sharing. It works by networking your computer to every other computer that is logged onto Napster. Users can search for any song and download any song that is on any computer that is log onto the network. This program is so simple that a 10 year old can uses it. The simplicity of the program made Napster a mult imillion-user program within months of its beginning. Napster has also made some real powerful enemies by allowing users to trade music.The music industry survives mainly on the sales of CDs. Napster enables one person to purchase the CD, and through the use of their computer, they give the music to millions of different users.

Brian Friels Translations Essay -- Friel Translations Essays

Brian Friels TranslationsTranslations, by Brian Friel, presents us with an idyllic ruralcommunity turned on its head as the result of the recording andtranslation of place names into English an action which is at firstsight purely administrative. In subroutine 1 of the play, Friel bringstogether the inhabitants of this quaint Irish village in what can onlybe described as a gathering of minds - minds which study the classics, all the same minds which study dead languages. In the same way, while thiscommunity is rich in culture and togetherness, it is also trapped inwhat is later described as a contour which no longer matches thelandscape offact. Thus, in expressing his ambivalence, Frielpresents the reader with a question - is Baile Beag an expertIrish Arcadia?There is no denying that Baile Beag is an intellectual community. Atthe beginning of the play, Jimmy Jack Cassie, one of the centralcharacters, is in the process of reading Joyces Ulysses. He iscapable of reading the text flue ntly and understands it, contempt itbeing in another language (although he later reveals that, while he isfluent in Latin and Greek, he knows only one ledger of English). He evenrelates his own life to that of characters in the book, posing thequestion, if you had the picking between them Athene, Artemis &Helen of Troy, which would you take?. Furthermore, he even goes sofar as to brother the smoke described within the pages of the textto the turf smoke which he believes has turned his hair flaxen.Hugh, the teacher in charge of the running of the hedge-school, isalso an intellectual. enchantment one could argue that he displays pomposity(his long, drawn out sentences result in him never rememberi... ...g is notwhat one would describe as a preponderantly intellectual community.Furthermore, while Baile Beag is a place rich in community and inculture, a sense of threat and danger undercuts this. For, you see,Friel presents us with a union that teeters on a knife-edge apeople that live in constant fear of rural collapse and the horrendouspoverty which would inevitably follow. exacerbate the relentlessgrip which this fear has on peoples lives is the prospect of thecollapse of the Irish language at the hands of the national school,and the potential cultural and linguistic corroding as the result of theremapping of Ireland by imperial forces (although it is unlikely thatthe people of Baile Beag were aware of this erosion until itoccurred). Therefore, while Baile Beag may be a relativelyintellectual community, it is in no way an idyllic Arcadia.

Brian Friels Translations Essay -- Friel Translations Essays

Brian Friels TranslationsTranslations, by Brian Friel, presents us with an idyllic ruralcommunity turned on its head as the proceeds of the recording andtranslation of place names into English an action which is at firstsight purely administrative. In Act 1 of the play, Friel brings unitedly the inhabitants of this quaint Irish village in what can onlybe exposit as a gathering of minds - minds which study the classics,yet minds which study loose languages. In the same right smart, trance thiscommunity is rich in culture and togetherness, it is also trapped inwhat is later described as a word form which no longer matches thelandscape offact. Thus, in expressing his ambivalence, Frielpresents the reader with a question - is Baile Beag an intellectualIrish Arcadia?There is no denying that Baile Beag is an intellectual community. Atthe ancestor of the play, Jimmy Jack Cassie, one of the centralcharacters, is in the process of reading Joyces Ulysses. He iscapable of reading the tex t fluently and understands it, despite itbeing in another language (although he later reveals that, while he isfluent in Latin and Greek, he knows only one word of English). He level offrelates his own life to that of characters in the book, posing thequestion, if you had the picking between them Athene, Artemis &Helen of Troy, which would you take?. Furthermore, he even goes sofar as to associate the smoke described within the pages of the textto the turf smoke which he believes has turned his hair flaxen.Hugh, the teacher in charge of the running of the hedge-school, isalso an intellectual. While one could make out that he displays pomposity(his long, drawn out sentences result in him never rememberi... ...g is notwhat one would describe as a predominantly intellectual community.Furthermore, while Baile Beag is a place rich in community and inculture, a sense of threat and danger undercuts this. For, you see,Friel presents us with a society that teeters on a knife-edge apeople that live in constant fear of rural collapse and the horrendouspoverty which would inevitably follow. Exacerbating the relentless handgrip which this fear has on peoples lives is the prospect of thecollapse of the Irish language at the hands of the national school,and the potential cultural and linguistic erosion as the result of theremapping of Ireland by imperial forces (although it is unlikely thatthe people of Baile Beag were aware of this erosion until itoccurred). Therefore, while Baile Beag may be a relativelyintellectual community, it is in no way an idyllic Arcadia.

Gore Case Study

Since its humble beginning in 1958, W. L. control board and Associates ( board) fostered a strong workings environment by encouraging its staff to become original thinkers plot of ground implementing an employee empowerment approach to management. instrument panels self ontogeny groups have proven to be leaders in creativity, design, and productivity. The social clubs Superteam has been the get word to their achieverful growth in electronics, medical, fabrics, and industrial products. Their highly efficient flatbed integrated structure creates an atmosphere of leadership within a lattice physical composition that has proven to be one of the most effective approaches to business success.Effective foodstuff performance driven by four operating principles of fairness, freedom, commitment, and waterline, dictate the companys promise that is Committed to the fitness-for-use of our products where culture drives innovation to create a resistant range of high performance pr oducts that make a difference in peoples lives. The corporal philosophy of having a flat and lattice fundamental law translates into leaders, associates and sponsors. all(prenominal) Gore employee is considered to be an associate. By having associates and no titles, the company eliminates the need for managers and cultivates leaders.To further stimulate leadership, apiece associate becomes a sponsor to new employees. Gore believes that each of us needs a guide to act as a mentor, an advocate of corporate philosophy, and a voice of experience. Sponsors encourage new employees to be creative thinkers and communicators while providing feedback and discussion of contri exactlyions and areas for growth. Although sponsors work closely with associates, they never give assignments or act as gatekeepers to new assignments and approvers of projects. With this philosophy in place, Gores team orientations proliferate.The team building and collaboration on projects allow no room for competi tion but instead encourage piece of work productivity. Gores workplace productivity improvement mold is centered well-nigh its corporate culture of having a non-traditional working environment based on direct dialogue. Their culture energizes associates, builds effective teams and produces banner business results. Gore encourages creative and entrepreneurial thinking by communicating at present rather than having a chain of command.This position of trust with little charge provides associates the opportunity to use their judgment in pursuing new ideas. Through the creativity of each employee, a commitment to projects and a unified pursuit of success is inherent. There are numerous programs at Gore that support workplace productivity improvement which associates growth and development with a distinctive culture that is kept up(p) and strengthened. Promoting diversity is an important part of workplace values at Gore as they raise awareness of potential micro-inequities in daily routines with readying and workshops.A healthy work environment is found in each Gore kit and boodle by having a smoke-free environment, healthy plant-like settings, and recreational opportunities. Face-to-face communication is also the preference of corporate leaders as they directly speak to employees on specific issues and facilitate direct group discussion. Compensation within the organization is given in proportion to the contribution the associate makes to the financial success of Gore. Each associate is compensated based on peer rankings and job effectiveness. Gore is considered to be one of the best workplaces in the U.S. as corporate researchers such as Great Place to Work Institute, Inc. , placed the company very approbatory amongst other Fortune 100 companies. The corporate structure of the U. S. Navy deal outs some of Gores workplace improvement values. crew members share and own activities that make up a specific deal. Each individual is known as a process owner and it is ultimately their responsibility for accountability and the proper working conditions of projects. The Sailor is driven to be a leader and has control over the entire process from beginning to end.A teamwork approach is intrinsic to life in the Navy. By utilizing marrow quality tools and methods, the Navy organization continuously reinforces teamwork. Through the utilization of team members embodied knowledge, experiences, and efforts, the Navy continues to improve its processes. These benefits describe the Total Navy Experience which through teamwork and process ownership, the whole becomes greater than the sum of its parts. Gores organization consists of self-managing groups that share responsibility and are aligned in a flat hierarchy of functions.In this organization, there are no subordinates there are only peers negotiating with peers. Gores workplace is free of the barriers that are typical of more traditional companies. The company has done away with titles and sp ecial entitlements, and encourages direct, one-on-one communication. Multi-disciplined teams of associates in clustered plants organize around technologies and market opportunities. This unique corporate culture contributes directly to its product successes and workplace productivity.Gore Case StudySince its humble beginning in 1958, W. L. Gore and Associates (Gore) fostered a strong working environment by encouraging its staff to become creative thinkers while implementing an employee empowerment approach to management. Gores self developing teams have proven to be leaders in creativity, design, and productivity. The companys Superteam has been the key to their successful growth in electronics, medical, fabrics, and industrial products. Their highly efficient flat corporate structure creates an atmosphere of leadership within a lattice organization that has proven to be one of the most effective approaches to business success.Effective market performance driven by four operating pr inciples of fairness, freedom, commitment, and waterline, dictate the companys promise that is Committed to the fitness-for-use of our products where culture drives innovation to create a broad range of high performance products that make a difference in peoples lives. The corporate philosophy of having a flat and lattice organization translates into leaders, associates and sponsors. Each Gore employee is considered to be an associate. By having associates and no titles, the company eliminates the need for managers and cultivates leaders.To further stimulate leadership, each associate becomes a sponsor to new employees. Gore believes that each of us needs a guide to act as a mentor, an advocate of corporate philosophy, and a voice of experience. Sponsors encourage new employees to be creative thinkers and communicators while providing feedback and discussion of contributions and areas for growth. Although sponsors work closely with associates, they never give assignments or act as gatekeepers to new assignments and approvers of projects. With this philosophy in place, Gores team orientations proliferate.The team building and collaboration on projects allow no room for competition but instead encourage workplace productivity. Gores workplace productivity improvement process is centered around its corporate culture of having a non-traditional working environment based on direct communication. Their culture energizes associates, builds effective teams and produces superior business results. Gore encourages creative and entrepreneurial thinking by communicating directly rather than having a chain of command.This position of trust with little oversight provides associates the opportunity to use their judgment in pursuing new ideas. Through the creativity of each employee, a commitment to projects and a unified pursuit of success is inherent. There are numerous programs at Gore that support workplace productivity improvement which associates growth and development with a distinctive culture that is maintained and strengthened. Promoting diversity is an important part of workplace values at Gore as they raise awareness of potential micro-inequities in daily routines through training and workshops.A healthy work environment is found in each Gore plant by having a smoke-free environment, healthy plant-like settings, and recreational opportunities. Face-to-face communication is also the preference of corporate leaders as they directly speak to employees on specific issues and facilitate direct group discussion. Compensation within the organization is given in proportion to the contribution the associate makes to the financial success of Gore. Each associate is compensated based on peer rankings and job effectiveness. Gore is considered to be one of the best workplaces in the U.S. as corporate researchers such as Great Place to Work Institute, Inc. , placed the company very favorable amongst other Fortune 100 companies. The corporate structure of the U. S. Navy shares some of Gores workplace improvement values. Sailors share and own activities that make up a specific process. Each individual is known as a process owner and it is ultimately their responsibility for accountability and the proper working conditions of projects. The Sailor is driven to be a leader and has control over the entire process from beginning to end.A teamwork approach is intrinsic to life in the Navy. By utilizing total quality tools and methods, the Navy organization continuously reinforces teamwork. Through the utilization of team members collective knowledge, experiences, and efforts, the Navy continues to improve its processes. These benefits describe the Total Navy Experience which through teamwork and process ownership, the whole becomes greater than the sum of its parts. Gores organization consists of self-managing groups that share responsibility and are aligned in a flat hierarchy of functions.In this organization, there are no subordinates th ere are only peers negotiating with peers. Gores workplace is free of the barriers that are typical of more traditional companies. The company has done away with titles and special entitlements, and encourages direct, one-on-one communication. Multi-disciplined teams of associates in clustered plants organize around technologies and market opportunities. This unique corporate culture contributes directly to its product successes and workplace productivity.

Ethical Dilemmas of an Attorney

Ethical Dilemmas of an Attorney Gina Boldt ADJ 235 March 22, 2013 John Ellison Ethical Dilemmas of an Attorney The three major ethical dilemmas faced by a defense attorney are client perjury, delivery of physical evidence and the disclosure of prior convictions (Boldt, 2013). They are bound to supply thieir client with courage and devotion (Pollock, 2012, 2010). This dilemma, at times, tries the attorneys personal morals and ethics, though, once again, the protection of the defendant overrules all. They must(prenominal) also refrain from taking any field that presents a conflict of interest with said client.Though there are times that plea bargaining is in the best interest of the defendant, this process can be misused as a conveinence, this would be an example of ethical conflict. In order to provide such a fierce and devoted defense, the attorney must not engage is such practices as pergury and corruption to aid a positive outcome for their client. Many of these obligations are quite similar and relate to some(prenominal) a prosecuting and defense attorney, such as confidentiality, attorney-client privelage, the handling of evidence and the function of maintaining the safety of others.The ethical obligations of a prosecuting attorney is to seek truth and justice, However, this singular responsibility insures several ethical burdens. The duties of this position are to indict as many criminals as possible and maintain justice within our system. With this responsibility comes many opportunities to stones throw into the unethical realm of practice in order to secure prosecution. The obligation of this profession, once again, can test an individuals strength and inner morals. The key is to maintian honesty and intergrity and to order aside all personal beliefs, though this may not be the easiest, it is the only way to ensure justice.

Lost Property Essay

IntroductionYes, relationships are fragile but not permanently so and they are not just a host of individuals. Scope address positive family representations of Tamblings previous(prenominal) family life and Michaels own family, address current situation with Michaels absence, not quadruplex issues, existence the root of tension and final coming together being the result that Michael and Mr Tambling had planned and entirely had hoped for. Para 1 address positive familyrepresentations of Tamblings past family life and Michaels own family, Para 2 address current situation with Michaels absence, not multiple issues, being the root of tension, not multiple issues, dysfunctional behaviour. Para 3 final coming together being the result that Michael and Mr Tambling had planned and all had hoped for. ConclusionFamily life is documented, demandioned and applauded in many Australian stories and James Moloneys Lost Property is one such tale. It may be argued that the Tambling family, u pon which the novel is based, is a group of individuals held together by fragile relationships. on the contrary however, one may conclude that the family turmoil within the novel is a temporary state. Following, the positive representations of family life, Michaels temporary exile and the familys ultimate reconciliation will be explored to prove that the relationships within the family make them more than a group of individuals. The Tambling family has a solid past and has built ideals within the Tambling children to create kempt family networks. We are provided a picture of a productive family life initially good schools, house close to Sydney. rag tells us he has just virtually everything I want (p 47).More than the material though, the family invests in the family unit dinners together at the table, lifts from parents to above-board activities and support at school. Josh and his father share a sexual love of music, share easy banter and have obvious habits of drives together . Josh recalls idyllic beach outings before that bottle of rum(p 64) when Mrs Tambling wanted to stop the sun outlet down. Life was good. Michael perpetuates these ideals in his own life with Kelly care, commitment and love are obvious. All the time though, we feel a perpetual pull of Michael stern to his family of origin. The Tambling siblings have a strong bond, there is genuine family values, traditions and history so strong that it can be re-created by Michael in his own home-life all evidence to show that the issues that arise, the arguments that occur are not exemplary of their standard life, but a reaction to the fact that their tight family unit is disunited. Michaels absence sits like a seeping wound upon the family psyche. All the family relationships are put under strain by Michaels behaviour and departure Michael and Mr Tambling, Mr and Mrs Tambling, Josh and his father, Josh and his mother in particular.Mr Tambling sendingMichael away has put a wedge between him and his wife, her need to know of his safety causing great strain. Joshs unhappiness, his feeling of being lost, having no identity could be paralleled with Michaels absence Josh begins to feel more connected when he begins his mission to Mackay, a quest to return the prodigal son. When we consider the events leading to Michaels leaving the drinking, behaviour, his age, one could consider whether Mr Tambling made a sacrifice in insisting Michael leavea calculated decision for the sake of the remainder of the family. He makes another calculated decision when he discovers where Michael is to not seek him out, to not tell the remainder of the family. oneness could argue that these calculations were made not due to fragile relationships within the family but because of a deep love and the ultimate hope that the family will be reunited in good time. Family crisis is not unusual but working through crisis is a true test of family strength. In Michaels case time was required to improve his wounds, perhaps growth as a person, finding his own identity, falling in love, made it possible for him to understand his father, forgive and accept him. The fragility is a consequence of Michaels absence, the turmoil that preceded his departure andThe unending need for the family to be reconciled, from all sides, invites readers to anticipate a family reunion, not a continuation of fragility.

Company Law and Secretarial Practices Essay

Incorporation means the process of leg every(pre tokenish)(prenominal)y declaring a corpo come in entity as ruin entity from its owners. Incorporation has m each advant dates for a wrinkle and its owners, including Protects the owners assets against the conjunctions liabilities. Allows for easy transfer of ownership to an a nonher(prenominal) party.Achieves a lower tax pasture than on psycheal income.Receives more lenient tax restrictions on loss carry forwards. Can raise capital through and through the sale of the stock. Incorporation involves drawing a Memorandum of Association and an Articles of Association, which lists the primary purpose of the barter and its location, along with the number of sh bes and class of stock being coming backd, if either. Incorporation will as well as involve state-specific registration information and fees. Those procedures atomic number 18 nethertaken by a promoter who is a somebody who starts up a business, particularly a corporation, including the financing. The formation of a corporation starts with an idea.Pre-incorporation activities transform this idea into an actual corporation and the promoter is the individual who carries on these activities. Usually the promoter is the main sh arholder or one of the wariness team and receives stock for his/her efforts in organization. Without incorporation, alliance Law apprize non stand by itself as police amended is critically meant to protect the shareholders as well as the component of the high society which is incorporated. As mentioned above, incorporation tends to protect the welfare of the business and its owners in various perspectives like intellectual property, taxation and capital shares. In other words, Comp some(prenominal) jurisprudence (or the law of business linkups) is the field of law concerning companies.Furthermore, there are various types of fellowship that butt joint be form in different jurisdictions as shown in Malaysian Company huma n action 1965 naval division 14(2) which are a follow limited by guarantee. Comm altogether utilize where companies are formed for non-commercial purposes, such as clubs or charities. The members guarantee the acceptment of certain (usually nominal) amounts if the company goes into insolvent liquidation, but they have no economic rights in relation to the company. a company limited by guarantee with a share capital. A hybrid entity, usually used where the company is formed for non-commercial purposes, but the activities of the company are partly funded by investors who expect a return. a company limited by shares.The most common form of company used for business ventures. an numberless company either with or without a share capital. This is a hybrid company, a company similar to its limited company (Ltd.) counterpart but where the members or shareholders do not benefit from limited liability should the company ever go into formal liquidation. Meanwhile, there are thousands of c ompany law shimmys that showed that incorporation is the bedrock of formation of Company Law. As such, We held out a few oddballs here which clearly indicated the importance of Company Law in de circumstanceining the hook case related to incorporation. Salomon v A Salomon and Co Ltd 1897 AC 22Corporate separate personalitySalomon conducted his business as a sole trader. He interchange it to a company incorporated for the purpose called A Salomon and Co Ltd. The only members were Mr Salomon, his wife, and their five children. Each member took one 1 share each. The company bought the business for 39,000. Mr Salomon subscribed for 20,000 further shares. However, 10,000 was not stipendiary by the company, which instead issued Salomon with series of debentures and gave him a floating charge on its assets. When the company failed the companys liquidator contended that the floating charge should not be honoured, and Salomon should be do responsible for the companys debts. Lord Hals bury LC stated it seems to me impossible to dispute that once the company is legally incorporated it must be treated like any other independent person with its rights and liabilities appropriate to itself, and that the motives of those who took part in the promotion of the company are absolutely irrelevant in discussing what those rights and liabilities are.Hickman v Kent or Romney Marsh Sheep-Breeders AssociationOutsider rightsHickman was a member of the Kent or Romney Marsh Sheep-Breeders Association. He began a philander action complaining of various endorsementities in the affairs of the association. Clause 49 of the Associations constitution stated that all disputes were to handled by arbitration. The question of whether a person who is not a member of the company has rights to sue on the statutory contract provide by what is now role 33 of the Companies execute 2006 was considered . It was held that an noncitizen to whom rights are purportedly abandoned by the companys ar ticles in his capacity as an outsider sightnot sue in that capacity, whether he is also a member of the company or not. From this case comes the fundamental concept that a company has a legal personality or identity separate from its members. A company is thus a legal person.Macaura v Northern Assurance Co Ltd 1925 AC 619Members have no interest in a companys propertyThe owner of a timber estate sold all the timber to a company which was owned almost simply by him. He was the companys largest creditor. He insured the timber against ignore, but in his own name. After the timber was destroyed by fire the insurance company refused the take over.The House of Lords held that in order to have an insurable interest in property a person must have a legal or equitable interest in that property. The claim failed as the corporator even if he holds all the shares is not the corporation neither he nor any creditor of the company has any property legal or equitable in the assets of the corpor ation.In a nutshell, the personnel of incorporation which is embedded in naval division 16(5) On and from the date of incorporation specified in the certificate of incorporation but subject to this Act the subscribers to the register together with such other persons as whitethorn from clip to time become members of the company shall be a body corporate bby the name contained in the memorandum capable forthwith of exercising all the functions of an incorporated company and of suing and being sued and having perpetual succession and a common seal with power to hold land but with such liability on the part of the members to contribute to the assets of the company in the event of its being combat injury up as is provided by this Act clearly demonstrated that the foundation of Company Law is the company and that without incorporation and the creation of a separate corporate personality, there couldnt be a base for the formation of Company law and Companies Act.2. In practice, in no circumstances, is it possible to pierce the corporate veil between a parent and a subsidiary company. A company is an unlifelike person. Once it is incorporated, it comes into being and is a separate legal entity from its members and officers. The importance of the principle of separate legal entity was first established in the landmark case of Salomon v Salomon & Co Ltd (1897).In this case, Mr Salomon was a sole-proprietor manufacturing boots. The business was successful. Mr Salomon incorporated a company and sold his business to the company in consideration for 20000 shares and debentures of 10000 issued in privilege of Mr Salomon. Mr Salomon ended up holding 20001 of the 20007 shares issued. The other six shared were held by his wife and five children as nominees for Mr Salomon. Unfortunately, the company experienced financial difficulty and was wound up. An action was brought against Mr Salomon to indemnify the company for all the debts due to its unsecured creditors. The Ho use of Lords held that even though the business was managed by the same persons and the same hands reliable the profits, the company was not an agent or trustee for the members. Incorporation of the company created a separate person. The members were not liable in respect of the companys obligations.The same applies to parent and subsidiary companies. Both parent and subsidiary companies has their own separate legal entity. One example is the case of The pots redress Co (M) v The Peoples Insurance Co Ltd (1986). In this case, the plaintiff company, Peoples Insurance Co. (M) Sdn. Bhd. (PICMSB) was a subsidiary of the first defendants company, Peoples Insurance Co. Ltd. (PICL). On 12 January 1978, five theater coachs of PICMSM held a brush.One of the music directors was the Managing Director of the defendant (PICL), another one was General Manager and Director of the defendant (PICL), and another one was Executive Director of the defendant (PICL). During the meeting they passe d a resolution that affected PICL. The defendant (PICL) denied any liability. The romance held that i. The parent and subsidiary companies are deuce separate legal entities ii. Officers of the parent company who are on the Board of the subsidiary are not representatives of the parent company but invest at the Board Meeting as directors and agent of the subsidiary iii. A resolution of the Board of directors of the subsidiary does not bind the parent company. The resolution did not constitute a contract between the parties.Thus, it is held that the principle of separate legal entity applies as well to related companies, including wholly owned subsidiaries. In Adams v pallium Industries PLC (1990), the main defendant was an English registered company presiding over a group of companies whose business was in the mining (in South Africa), and marketing, of asbestos. The company had become the subject of a class action lawsuit in the United States, and the company tried to avoid fighti ng the case in the American courts on jurisdictional grounds. The Plaintiffs obtained a popular opinion against the English company in the American courts, but as Cape had no assets left in the U.S., they then sought to enforce the judgment against the principal company in the group in the English courts.The court accepted that the purpose of the corporate group structure set up by Cape Industries had been used specifically to ensure that the legal liability of a particular subsidiary would fall only upon itself and not the parent company in England. The court refused to pierce the veil of incorporation to allow the judgment creditor to enforce its judgment against the judgment debtors holding company. The court refused to treat some(prenominal) the subsidiary and holding companies as one single entity.However the legislature recognizes that there whitethorn arise circumstances when this principle of separate legal entity may lead to adverse positions, and thus have enacted statu tory exceptions to lift the veil of incorporation down the stairs specified circumstances. Normally in new situations or circumstances, court decides on case by case basis to pierce the veil of incorporation. There are instances where the court held that the related companies do not have separate legal entities they are indeed one legal entity.In DHN Food Distributors Ltd v London Borough of Tower Hamlets (1976), DHN carried on the business of operating a marketplace on the property owned by one of its wholly owned subsidiaries. The property was compulsorily acquired by the authority which refused to pay compensation to DHN as it did not have any interest on the land. The English Court of Appeal held that the group operated as a single economic unit and thus DHN could come up the compensation due to them under law.In conclusion, in normal practice with no circumstances, it is not possible to pierce the corporate veil between a parent and a subsidiary company as mentioned in The P eoples Insurance Co (M) v The Peoples Insurance Co Ltd (1986) and Adams v Cape Industries PLC (1990). Only when there arise circumstances can only the corporate veil of a parent and subsidiary company be pierced.3a. Joe and microphone issue sufficient RM1 shares to Luke to raise his stake to 40% to allow them to defeat the resolution of their removal from the bill. The action proposed by Joe and Mike is not allowed under section 132D of Companies Act 1965. Section 132D(1) of the Act reads, notwithstanding anything in a companys memorandum or articles, the directors shall not, without the prior approval of the company in general meeting, exercise any power of the company to issue shares. Unless the power to issue shares has been vested in the members at a general meeting, the directors are not allowed to issue shares. Under this section, the companys power to issue shares is not transferred from the directors to the members in general meeting. Rather, it imposes an obligation on th e directors to obtain the approval of the companys shareholders in general meeting before exercising their power to issue shares.When an storage allocation of shares takes place by the company without compiling without any statutory procedure, it is an irregular allotment. Although it is inevitable to obtain only an ordinary resolution for the issuance of new shares, section 132D (5) requires such resolution to be lodged with the Registrar of Companies (ROC). When the minimum subscription is not received, it is an irregular allotment and it is void. The directors are liable to pay both the company and also to the allotee. On the other hand, prior approval of the members is not required if the shares issued are consideration or part consideration for the acquisition of shares or assets by the company. Section 132D (6A) provides that if the consideration for the shares in kind or partially in kind, it is sufficient for the directors to inform the members in writing at least 14 old a ge before the shares are issued.The consequences for non compliance of section 132D are provided in section 132D (6) which reads, Any issue of shares make by a company in contravention of this section shall be void and consideration given for the shares shall be recoverable accordingly. In fact, the directors are liable to compensate the company and the allottee for any loss, damages or costs which might occur as a result of the breach. According to section 132D (7), any director who knowingly contravenes, or permits or authorizes the contravention of, this section with respect to any issue of shares shall be liable to compensate the company and the person to whom the shares were issued for any loss, damages or costs which the company or that person may have sustained or incurred thereby. Thus, Joe and Mike shall be liable topay compensation to the company and Luke if any loss or cost incurred.However, the shareholders or creditor of the company may apply to the court for validation of the shares under section 63. If the court finds the issuance of shares is just and equitable, the court may order the validation of the shares which were not properly issued. In the case of Kepala Sawit (Teluk Anson) Sdn Bhd v Yeoh Kim Leng & Ors (1991), the court held that an act of the company which is irregular offers room for its regularization or validation by application of the just and equitable principles embodied in section 63. Nevertheless, it seems to be impossible for the court to validate the shares in the situation above if any appeal is made. as well that, the intention of Joe and Mike to raise Lukes shares is to allow him to defeat the resolution of their removal from the board. Section 128 of the Companies Act 1965 provides for the removal of a director of a public company but no provision is made for the removal of a director of a private company. This is left to the companys article. Article 69 of Table A provides that the company may by ordinary resolution c on contributee a director. Thus, if Singing Stars Sdn Bhds article has adopted Table A, then the procedure provided in Section 128 has to be followed. Also, depending on the companys article, either an ordinary or special resolution has to be passed in the meeting by the shareholders of the company.In business or commercial law, ordinary resolution is a resolution passed by the shareholders of a company generally substantiate by not less than 50% of the members casting their votes, whereas special resolution is generally affirmed by not less than 75% of members casting their votes. Therefore, even if Lukes stake can be raised to 40%, he still cant defeat the resolution because a resolution is passed based on the voting cast by the majority in the meeting. Hence, Tony shall not worry close Joes and Mikes action in raising Lukes stake to 40% by issuing shares as its legality is bounded by section 132D of Companies Act 1965. Also, the removal of a director is allowed when a resoluti on is passed in the meeting. With only Joe, Mike and Luke to defeat the resolution, the resolution to move out them off as the directors can still be passed.3b. After this they will pass resolutions to remove Tony from the board andto replace him with Luke.Directors are agents of the company and thus owe a fiduciary duty towards the company. Section 4(1) of the Companies Act 1965 provides that, director includes any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors of a corporation are accustomed to act and an alternate or substitute director. Section 4(1) states that a director includes a de facto director, a shadow director and an alternate or substitute director.Sections 122(1) and (1A) of the Companies Act 1965 provides that, every company shall have at least two directors, who each has his principal or only place of residence within Malaysia. Sections 122(2 ) of the Companies Act 1965 provides that, no person other than a natural person of panoptic age shall be a director of a company. This is clear that only a human being can be a director. Besides that, Section 122(2) imposes the minimum age of the director which is 18 years old. Thus, only a person who is 18 years old and above may be appointed as a director. Section 129 of the Companies Act 1965 provides that, notwithstanding anything in the memorandum or articles of the company no person of or over the age of seventy years shall be appointed or act as a director of a public company or of a subsidiary of a public company. A person who aged 70 years old and above can only be a director if the resolution appointing him as a director receives approval from at least 75% of the votes at the companys annual general meeting.The office of a Tony as a director may become vacant if he is disqualified pursuant to the Companies Act 1965 or the articles of association, resigned from the posit ion, remove from the board of directors and sleep togethers by rotation.Articles of association of the company provides that the office of a director shall become vacant if the director (a)ceases to be a director by right of the Companies Act 1965 (b)becomes a get around or makes any arrangement or composition with his creditors generally (c)is prohibited from being a director by reason of any order made under the Companies Act 1965 (d)becomes of unsound mind or a person whose person or estate is liable to be dealt with in any style under the law relating to metal disorder (e)resigns his office by notice in writing to the company (f)for more than six months is absent without the permission of the directors from meetings of the directors held during that catamenia (g) without the consent of the company in general meeting holds any other office of profit under the company except that of managing director or motorbus (h)is directly or indirectly interested in any contract or pro posed contract with the company and fails to declare the nature of his interest in a manner required by the Companies Act 1965.Tony will not be removed as he is not disqualified by the articles of association.The resignation of a director may take effect on the date which the board receives the letter of resignation, the date stated in the letter or according to the articles of association. Section 122(6) of the Companies Act 1965 provides that, notwithstanding anything contained in this Act or in the memorandum or articles of a company or in any parallelism with a company, a director of a company shall not resign or rear his office if, by his resignation or vacation from office, the number of directors of the company is reduced below the minimum number required by subsection (1) and any purported resignation or vacation of office in contravention of this section shall be deemed to be invalid. Tony does not take action to resign from a director.Tony will not be removed from the bo ard. However, he may be removed from the board by an ordinary resolution. Section 128(1) of the Companies Act 1965 provides that, a public company may by ordinary resolution remove a director before the expiration of his period of office, notwithstanding anything in its memorandum or articles or in any agreement between it and him but where any director so removed was appointed to represent the interests of any particular class of shareholders or debenture holders the resolution to remove him shall not take effect until his successor has been appointed. A public company may remove a director by ordinary resolution before the expiration of his term of office.The resolution is passed if it garnered more than half of the votes casted. A director of a public company is not possible to be removed by other director as provided in Section 128(8) which reads that, a director of a public company shall not be removed by, or be required to vacate his office by reason of, any resolution request or notice of the directors or any of them notwithstanding anything in the articles or any agreement.Thus, Joe and Mike are not able to remove Tony from the board. To remove a director, a special notice of the resolution is required to serve to the company at least 28 days before the scheduled members meeting as stated in Section 128(2) of the Companies Act 1965, Notwithstanding anything to the contrary in the memorandum or articles of the company, special notice shall be required of any resolution to remove a director or to appoint some person in place of a director so removed at the meeting at which he is removed, and on receipt of notice of an intended resolution to remove a director the company shall forthwith send a copy thereof to the director concerned, and the director (whether or not he is a member of the company) shall be entitled to be heard on the resolution at the meeting. The special notice of ordinary resolutions is also called notice of intention is given by the memb ers to the company at least 28 days before the scheduled meeting.Then the company must give at least 14 days notice to the members before the meeting is scheduled to be held. It is provided in Section 153 of the Companies Act 1965, where by this Act special notice is required of a resolution, the resolution shall not be effective unless notice of intention to move it has been given to the company not less than twentyeight days before the meeting at which it is moved, and the company shall give its members notice of any such resolution at the same time and in the same manner as it gives notice of the meeting or ,if that is not practicable, shall give them notice thereof, in any manner allowed by the articles, not less than fourteen days before the meeting, but if aft(prenominal) the notice of intention to move such a resolution has been given to a company, a meeting is called for a date twenty-eight days or less after the notice has been given, the notice, although not given to the company within the time required by this section, shall be deemed to be properly given.The board of directors may attempt to undermine the members proposal to remove a director, the board may call for the meeting to be scheduled less than 28 days from the receipts of the members notice. Section 153 of the Companies Act 1965 provides that the meeting is not invalidated if it is held less than 28 days after the notice was given by the members to the company. In Soliappan v Lim Yoke Fan 1968 2 MLJ 21, the High Court held that Section 128 was not mandatory. The power to remove directors under that section co-existed with any power contained in the articles of association. Therefore, 28 days notice is not necessary, the removal could be affected in accordance with the articles of association.However, on the facts the proper notice required under the articles of association had not been given either, so removed as director and consequently the plaintiff was not properly appointed as dire ctor of the company. If Tony is removed from the board, he may claim compensation or damages for the termination of his appointment as a director. Where the company has entered into a contract with Tony and the company breached it by removing him, then Tony has the rights to claim compensation. Section 128(7) of the Companies Act 1965 provides that, nothing in subsections (1) to (6) shall be taken as depriving a person removed thereunder of compensation or damages account payable by him in respect of the termination of his appointment as director or of any appointment terminating with that as director or as derogating from any power to remove a director which may exist apart from this section.Tony who is appointed as a director is not required to retire unless the articles of association provides so. Upon retirement, the shareholders may re-elect the directors who have performed but not those who failed to perform up to expectations. In See Teow Chuan & Anor v YAM Tunku Nadzaruddin Ibni Tuanku Jaafar & Ors 2007 2 MLJ 212, the board of directors made a resolution that all executive directors must retire on attaining 55 years of age.The plaintiffs brought an action challenging the introduction of a new term into their living contract that they should retire. The court held that the power to pass the resolution as to retirement of directors was a fiduciary power entrusted by the memorandum and articles of the Company. That power was used for a collateral or improper purpose, namely to remove the plaintiffs and was invalid. In conclusion, Joe and Mike are unable to remove Tony from the board and replace Tony with Luke. Tony will be removed from the board if he meets one of the events stated above.3c. As an added incentive the shares will be issued to Luke for RM0.60 each to allow for a tidy profit. The issue here is whether Joe and Mike can issue shares to Luke at RM0.60 each to allow for Lukes support towards them. The issuance of shares below the nominal range of RM1.00 is called issuance of shares at a give notice. At common law, the issuance of shares below the par value (at a discount) is prohibited because it constitutes a reduction of share capital without confirmation by the High Court. Section 64 of the Companies Act 1965 requires a special resolution that authorizes the reduction of its share capital with the confirmation by the Court. Case Re Wragg Ltd.Facts A liquidator took up a court case seeking a declaration that certain shares in the company issued to two members and registered in their names as fully paid were not properly issued as fully paid up. The liquidator asked for an order that the two members pay the amounts unpaid thereon. Held The movement was wholly legitimate. Lindley L.J. stated it is not law that persons cannot sell property to a limited company for fully paid-up shares and make a profit by the transaction. We must not allow ourselves to be misled by talking of value. The value paid to the company is m easured by the price at which the company agrees to buy what it thinks it worth it while to acquire. Whilst the transaction is unimpeached, this is the only value to be considered.However, there are two exceptions to the rule against issuing shares at a discount that are stated in Section 58 and 59 of Companies Act 1965. In occasions where the company enters into an underwriting agreement wherein the underwriter will subscribe the shares in the company if the shares are not taken, in return, the company agrees to pay the underwriter a fee. Section 58 of Companies Act 1965 recognises this commercial agreement provided that the payment of that commission is not more than 10% of the issued value of the shares and is authentic by the companys articles. Section 59(1) of the Companies Act 1965 states that the company can issue shares at a discount of a class already issued if (a)The discounted shares are authorized by ordinary resolution passed in general meeting of the company and is c onfirmed by Court order (b) The resolution specifies the maximum rate of discount at which the shares are to be issued (c) the company can only issue shares at a discount only after one year it is entitled to commence business and (d) the discounted shares must be issued within one month from courts confirmation or within extended time as allowed by Court. According to section 59(4), the discounted shares must be offered to existing members of that class based on pro rata basis. Failure to do so, the company and every officer who is in default shall be guilty of an offence punishable with a fine of RM1000 and default penalty in accordance with section 59(7) of the Companies Act 1965. Case Ooregum Gold Mining Co of India v RoperFacts The market value of the 1 ordinary shares of the company was 2 shillings and 6 pence (2s 6d). The company issued taste sensation shares of 1 each with 15s credited as paid, leaving a liability of only 5s a share. Held The holders of the discounted sha res are liable to pay the full nominal value to the company.In common law, issuance of shares at a discount is prohibited but there are statutory exceptions under section 58 and 59 which enable the company to issue shares at a discount. In this case, Luke is not the underwriter of Singing Stars Sdn Bhd. Therefore, Joe and Mike cannot issues shares at a discount to him by virtue of section 58 of the Companies Act 1965. However Luke can be entitled to get the shares at a discount if the discounted shares are passed by a majority of members who are present and votes at the meeting and confirmed by the Court order, which specify the maximum rate of discounts are to be issued, commence its business after one year and issue the discounted shares issued within one month from courts confirmation or within extended time as allowed by Court, then Luke can be entitled to the discounted shares after the existing shareholders are offered the discount.Luke will not be getting the shares at a disc ount because the most of shareholders are not satisfied with Joe and Mike and wanted to vote them from the board. Hence, the majority of them will win and Luke will definitely not getting his shares at a discount. If Joe and Mike insist on issuing the shares at a discount to Luke, the holder of the shares (Luke) may be liable to pay the full nominal value of the shares as stated in the Ooregum principle. Besides, the directors (Joe and Mike) who are responsible for the unlawful issue may be held liable to the company for the discount allowed. In conclusion, Tony can sue Joe and Mike for breach of companies act and they will be held liable to company in respect of the discountallowed.From the above Tony and the other four shareholders can vote to reject the acceptance of payment by land from Luke for the shares. Joe and Mike do not have the power to accept the payment without the knowledge of the members of the company. If the transaction is still done Section 132D(6) provides that t he shares issued are void and the directors shall be liable to compensate the company and the person whom the shares were issued to for any loss, damages or costs which they may sustain as consequence of the breach.3d. Luke has suggested that the company might accept some land which he owns as payment for the shares. Section 67 (1) of the Companies Act prohibits a company from Financing the purchase of its own or its holding companys shares Giving financial assistance for the purpose of or in lodge with the purchase of its own or its holding companys shares Dealing in or lending bills on its own sharesIn the case of Datuk Tan Leng Teck v Sarjana Sdn Bhd, the plaintiff entered into a contract to sell a piece of land to the 2nd defendant, Pasti Hasil Sdn Bhd for a piece of land at a price of RM15, 896,995. According to the agreement, RM1,000,000 of the purchase consideration will be capitalized as paid-up capital for 1,000,000 shares in the SSB. PHSB had paid RM3,300,000 for the lan d to SSB and RM1,000,000 out of this payment had been considered as a payment for 1,000,000 shares in SSB. Thus, 1,000,000 shares had been allotted to Pasti Hasil Sdn Bhd. The court held that financial assistance has been given to Pasti Hasil Sdn Bhd as the defendant agreed to treat a portion of the sum owed by Pasti Hasil Sdn Bhd as payment for the shares. Section 67 (1) prohibits the company from giving financial assistance unless it is bona fide commercial transaction entered in good credence.As Pasti Hasil Sdn Bhd had not paid anything for the shares the share capital of the defendant had reduced. In the case of Belmont Finance Corporation Ltd v Williams Furniture Ltd (No 2), Belmonts directors paid 500,000 of Belmonts money under a scheme to help a company called Maximum ( which was owned and controlled by a Mr. Grosscurth) to buy shares of Belmont. Goff LJ held that the agreement was unlawful and the payment was made by Belmont for an illegal purpose, namely to facilitate the purchase by Grosscurth and his associates of Belmonts shares.Lord Denning in Wallersteiner v Moir (1974) propounded the following test You look to the companys money and see what has become of in. You look to the companys shares and see into whose hands they have got. You will then see if the companys money has been used to finance the purchase.Thus for this case if the company accepts Lukes land as payment for the shares, it is not a bona fide commercial transaction entered in good faith and is prohibited by section 67(1). Thisi s because the land serves no specific purpose to the company and future benefits will not flow to the company through this entity. This means that the land is of no use to the company at the time of purchase which shows that it is not a bona fide commercial transaction. Furthermore this also shows that the companys money paid to Luke for the land will be used to purchase its shares. If Joe and Mike accept this transaction, they will be guilty under section 67(3) of the Companies Act and section 67(4) provides that officers who are guilty are liable to compensate the company or any person who has suffered losses or damage as a result of the prohibited transaction.REFERENCES1) http//www.scribd.com/doc/64780622/1/S128-1-Companies-Act-1965 2) http//www.ssm.com.my/files/clrc/consultation_documents/cd2.pdf 3) Chan Wai Meng (2012) . Company Law in Malaysia Cengage Learning.

Jymique Easter

easter is celebrated the world over to mark the resurrection of Jesus Christ. Also Easter is observed any. Veer between sue 22 and April 25 of every year. Also a good question is what does the word Easter even mean, Who started this tradition, and where did it come from, and why was it made Foster 2 Television Networks tells all about Easter and why we celebrate it. It tells that celebrate Easter because of Jesus Christ resurrection. In this website it tells about how Easter is called a conveyable feast because it does not fall on a set date every year.I can SE this source very effectively in my news report because it tells about the origins of Easter. Easter. History. Com. Television Networks, n. D 28 Septet. 2014. In History. Com. A&E In this website it tells about the dates of Easter, and this is helpful information considering that Easter does not fall on the same date every year. In fact this source does not just help me, and it helps all the people out there who want to f eel what solar day Easter falls on. In this source it also talks about how Easter is a blessed time for the faithful to celebrate life, demise and resurrection for the savior. Easter 2014 Dates.Easter Dates for 2014 and Information. N. P. , n. D. electronic network 28 Septet. 2014. An this website it talks about the origins, the meanings, and practices of Easter, and it says that Both Christian and Pagans have celebrated death and resurrection themes Foster 3 following the Spring equinoctial point for millennia. can use this source as a very powerful tool in my research paper since it goes deep down into the practices of Easter. Origins, Meaning and practices of Easter. Easter. N. P. , n. D. Web 28 septet. 2014. While researching the holiday Easter, I have found some very helpful information for me and everybody else to understand Easter a little pussy more.I have learned a stage set of interesting things about Easter such as when it started, why it started, and why it is so important. Easter is a day that is honored by nearly all contemporary Christianity and is used to celebrate the resurrection of Jesus Christ. Easter usually involves a family gathering followed by a big feast with a Easter ham for everybody to enjoy. Also some family go to church for early service to start off their Easter Sunday. work but not least, just about every family has a Easter Egg hunt to finish off there Easter Sunday.A Easter testis hunt is when the a family boils eggs, then decorates the eggs with fancy designs. After that they cut through the eggs around their neighborhoods, yards, parks, or where ever the family thinks is a good place to hide the Easter Eggs. That is Foster 4 when all the children go scavenging for the decorative Easter Eggs. Most people do not know why they color or hide Easter eggs. The egg was a sacred symbol among the Babylonians. The Babylonians believed that a large egg fell from the Euphrates River, an that the Goddess Stare was hatched. So the after that the egg came to be symbolized as the Goddess Easter.The name Easter has its roots in polytheistic religions, most people prefer to say Resurrection Day rather than Easter. As you know Easter falls on different dates every year in the months of March or April. The chosen date comes from a formula established by the roman print Emperor Sophistication The Great an the Council of Niece in A. D. 325. You can use this formula to find Out the date that Easter fall on every year. harmonize to this rule the latest possible date for Resurrection Sunday is April 25, next occurring in 2038. The earliest is March 22, in 2285. So you see there is a lot of history to Easter.

A Rose by Any Other Name: the Pros and Cons for Each Alternative Essay

What is the best marketing strategy for rosebush Partyware?In both options becoming a manufacturer for Party private articulate line of party goods or launching of a branded line of party ware Rose gild leave behind face some issues and will embraced some opportunities.In my opinion, there are pros and cons for each alternative1. Becoming a manufacturer for PartyProsThe possibility to become the manufacturer for one of the biggest sell chain in the field with 300 stores Access granted to a huge market having in mind that retail chains are more than and more developing in to the first choice of customers in terms of shopping The sales of Rose Company made through Party instance 20% of agree sales. Rose products will squander a very good exposure on the shelves of Party, along with merchandising support and sharp reducing the number of competitors. Eliminating the advertising costsCons endangerment of products cannibalization Losing brand personality Having no decision cap acity regarding the design of the products. 35% of essential sale are coming from supreme shops. Moreover, Tom consider that this type of partners were always a great source of good ideas and encouragement and he matte that he owns them a part of his company success. By accepting Partys proposal Rose company assumes the guess of losing the partnership with independent shops. Rose brand is a strong one in this field. Their products are the best in terms of quality and customers appreciation. If they accept Party proposal it occur the risk of losing brand awareness among the customers Lack of trust in retail chains policy regarding the amount of payment for the manufactured products. Losing the opportunity to take advantage of a next-generation engineering science. Lack of pride among the employees2. Implement the new technologyProsIncrease brand power which allow Rose to stay ahead of its rivals. This next generation technology will give the opportunities of reducing the total c osts by eliminating the expensive filmmaking process. A market research conducted by the company it reveal that, both customers and distributors have positive remarks about the new concept. Some studies results show that the customers are willing to pay even more for Roses new brand than it was suggested to them. So the company has the possibility to increment the price by 6-7% at their new products in order to cover the expenses with advertising. Keeping the innovative spirit of the companyConsRisk involved by price increasing Customers inconstancy regarding what they say in a market research program vs. what they do in a original life situationAs we can see, both alternatives imply as well opportunities and risks. If I were the decision maker in this case I would for sure choose the alternative to implement the new technology that will allow the company to create innovative products.I would take this decision based on short and medium/long terms factors. On short term, in terms of sales the actual partnership with Party represent 20% of total sales while the one with independent shops is 35% of total sales. The diminishing of eventual loses, it can be crucial for the business. In addition, as Tom stated, the independent shops represented a success factor in growth of Rose Company over the years.On a medium/long terms the company has the opportunity to be the pioneer in developing a innovative product with a positive impact among clients and distributors. Is a great opportunity to increase the power of the brand and to put its mark over the entire partyware industry.

Reward System in Educational Settings Essay

The reward systems used in educational settings originates from psychology of behavior that specifically gives specific emphasis on promoting sizable crystalise in educational settings. Education institutions atomic number 18 able to make signifi asst differences in childrens behavior through setting out definite rules and stipulating sanctions and rewards for violating them. The first harmonic nature of such systems is the idea that students can choose how to conduct themselves. Therefore, by rewarding and recognizing good behaviors whereas bad anes atomic number 18 punished, it is believed that students will aspire to choose good behaviors.A number of psychologists argue that in most cases education institutions focus on rectifying bad behaviors only rather than recognizing or reinforcing good behavior among students. They then criticize such an approach as being too basic because it eliminates the framework within which students conduct occurs and leaves total liability u p on singular for their behavior. Although such criticizing arguments have been put forward, reward systems have been widely adopted in most education institutions especially primary and secondary schools.There argon argued to impact positively on students behavior and performance as good as to instructors (Kohn, 1993). In regard to this, psychologists have explained the reward systems using a number of encyclopaedism theories which relates the psychology and education disciplines. Learning is the means through which cognitive, emotional, and environment influences and experiences suitable for enhancing, acquiring, or making ones skills, knowledge, and values atomic number 18 brought together.Thus, the teaching process puts emphasis on events that occur in the learn environment and this is explained by a number of learnedness theories. The learning theories clarify on how animals and passel learn thus aiding us to understand the inherent complex learning process. All the learning theories which have been put forward by various psychologists are grouped into three categories cognitive, behavior, constructivism and social-cognitive. Motivation of students is the basic necessity to guarantee success of any education enterprise.The dynamics of pauperism can be explained as the types of schoolman and social goals which students brings into the classrooms, motivating elements of such goals, and the existing reward systems that together control the quantity and quality of learning as well as the will to follow on learning (Deci & Ryan, 1986). Motivation has been categorized by psychologists into four groups instrumental motivation, achievement motivation, intrinsic motivation, and social motivation.However, more than one type of motivation may occur to a student at a given time. Instrumental motivation as a type of motivation is exclusively extrinsic because students stick out out tasks as they are influenced by probable final consequences such as the probability of acquiring material rewards or obtaining away from a reprimand. Therefore, in cases of such motivation, teachers are supposed to ensure that tasks being performed are put in contexts that students perceive pleasant.Social motivation argues that students execute tasks in locate to please people they admire, respect or whose views are of significance to them. In regard to this social motivation, rewards have no significance although tangible as well as immaterial. Besides, rewards are correlated expressly to the perceived association between the learners and the teachers or instructors whose underpinning activities such as praise and approval are considered important.Achievement motivation involves students learning and hoping for success and it has three components cognitive drive whereby students attempts to satisfy identified need to know self enhancement learners satisfy the call for self-respect connexion learners seek support from others Intrinsic motivation is characterized by the absence of external rewards hence tasks are undertaken for the pleasure and satisfaction they bring the students. It appears to be fundamental to senior high school quality participation in an undertaking as well as being self-terminating and self-maintaining.Curiosity and a desire to meet challenges may characterize the learning of students make in this style (Ardord, 2006). To clearly explain the system of reward in schools, a few theories are explained. Maslows theory of motivation focuses on a psyches striving for excellence and he explained this through hierarchy of man necessarily. Maslow pointed out that every human being is a wanting animal hence he supposed that an individuals behavior at any given time is dominated by his/her take that have largest potency.As lower level psychological needs of a person are sufficiently achieved, the needs for higher level psychological needs come in handy. In the context of education, Maslows theory argues that s tudents cannot and/or are not willing to learn or put more trend if their basic needs are not provided or met. Therefore, students require psychological needs to be met a abundantside their safety feelings and a sense of belonging. Such leads to instinctive sense as learners who are hungry will not concentrate, nor will learners who are bullied and neither will learners who perceive to be outsiders and without friends.According to Maslow, learners are motivated if they are self-actualized and any hindrances affects learning environment considerably (Ibid, 2006). Skinner came up with a theoretical framework referred to as operant conditioning to explain that human beings cannot learn best without being provided or promised with a reward. He argued that human beings like every other organisms makes a direct and anticipated response operant- when they are aware that there is a reward.Therefore, in cases where a response happens and emphasized, there is increased probability that it w ill happen again when a comparable stimulus is present. Hence, skinner argued that students tend to learn best when behavioral change occurs. In his experiment, Skinner had come up with learning units referred to as contingencies of funding. These are sequences within which behaviors or responses are followed by reinforcing stimuli. The outstanding learning principle in this theory states that behaviors/responses are naturally produced without bring out stimuli.Besides, such behaviors are operants as their production can be instrumental in punishing or reinforcing consequences among students. Therefore, this theory is useful in understanding a persons learning, social interaction, and human development via making open a number of normal law relationships created into human life by God. Thus, the theory concurs on the necessity to have a system of reward in schools based on students behavior which seems notable (Tayo, 2001).Penn in his work argues that in self-worth theory, motivat ion is the one of most vital factors to determine the attitude of learners as well as their behavior as a sense of self-respect. The answer to self-worth is learners learning of his/her own capability particularly when compared to others. If an imaginary hierarchy of self-worth is drawn, learners will tend to give ability the first priority, followed by effort and performance. The theory as claimed can be explained by equating both worth and ability.The author quoting other psychologists writes that applying own(prenominal) goal-setting arrangements (gives learners a chance to define their own criteria for success), outcome-based evaluation and instruction (slower learning students experience success without competing with faster learning students), attribution learning (facilitates uninterested learners to consider failure being the lack of effort instead of ability), and cooperative learning activities (facilitates learners in understanding that individual effort contributes to personal as well as group goals) removes barriers to achieving motivation and redirects learners behavior far away from letdown-avoiding activities in educational settings (Penn, 2002). Extrinsic and intrinsic motivation theories differ only in terms of goals that different student have. Intrinsic motivation argues that students study just for the sake. The learners derive personal satisfaction as well as learning new ideas from learning and regard them as a reward (Anti-Bullying Network, 2000). On the other hand, extrinsically motivated students are influenced by outside influences for instance praise from peer and teacher, attaining good grades, and/or any other form of reinforcement a peer or teacher can offer.Some people have argued that per se motivated students tend to learn more as compared to those who are extrinsically motivated. Reason may be because intrinsically motivated learners as well extrinsically motivated. However, extrinsically motivated learners are seldom moti vated intrinsically. Extrinsic rewards encompasses use of tangible rewards such as payments and gifts so as to keep learners interested in particular subjects as well as motivate them (Deci & Ryan, 2002). Intrinsic motivation has for a long time been criticized for its unconstructive influence on intrinsic motivation as well as being claimed to have a short term effect. In regard to intrinsic motivation, learners have the feelings of self-determination, pride, and competence.However, students are highly interested in activities when they are motivated by gifts, prizes, grades, or money as long as they received anticipated reward. Therefore, with time a student who receives a reward for their performance in a particular subject, they gradually become interested in it and develop intrinsic motivation. A gravid difference exists between tangible rewards (candy, money, certificates) and verbal rewards (praise, positive feedback). Tangible rewards influences intrinsic motivation negativ ely and destroy self-regulation (Wilson & Corpus, 2001). Conclusion Although the reward system has for a long time been applied in schools, a couple of issues need to be addressed if it will remain effective.Teachers and parents needs to be consistent in using rewards and sanctions, the reward system whether individual, cooperative or competitive should be monitored on regular basis, keeping-off from rewards that have monetary worth or those that indicates that school tasks are of no value, and making certain that rewards are deserved and genuine rather than being routine (Anti-Bullying Network, 2000). Whichever the reward system an education institution adopts, a positive cultivation in schools is open reason being efforts and good behaviors of the pupils are recognized. Thus, most students tend to put more effort so as to achieve established rewards and as a result the overall performance of school improves.

The Achievement of Desire

Growing up is something indispensable to all cultures and people. We have all gone through that time in our lives when we move on from be a child and be germ an adult. However, in the reality that learning is the fact that starts this transition, Richard Rodriguez brilliantly foc social occasions on the recognition that bringing up itself gives us the ways of speaking and pity astir(predicate) this transition. In the essay The Achievement of liking, Rodriguez explains how his own life can be seen as his winment for the desire to be the eruditeness son.Throughout his early years, Rodriguez defines himself as a good imitator anxious and eager to learn(546). He would constantly take in what his teachers taught him and then take these new ideas back to his family. This kind of scholarship male child to Rodriguez could be described as a model student who simply brings up the information obtained through his teachers yet doesnt develop his own idea. Rodriguez himself became, fr om an early age, that model student, superior to the rest of his peers.However, he also notes that beingness this kind of soul, also meant he didnt express anything other than the thoughts provided by his teachers and books. Nevertheless, Rodriguez goes deeper into his scholarship boy situation and questions the motivations in arrears his actions, in other words, he questions his ability to originate ideas. What he realizes in third grade is that his education was actually changing him and separating him from the life he once had and loved. This realization was very important for Rodriguez because it meant that there would come a time when a choice would have to be made.A choice between retentivity the ways of education in his home life, or choosing to abandon his home life and start his go to a successful, independent, educational life. A choice between allowing his parents, who he loved more than anything, teach him or allowing his teachers to teach him more completely. It is at this point in Rodriguezs life that he sees the education administration as a kind of permanent examination and chooses to follow his own ways of learning and goals. In essence, he ends up developing the ways of caring about this transition.Rodriguez admits that all of us, one time or another must go through this kind of transition and separation from our past. However, he rejects any public opinion that education and the home culture can actually exist together. He describes these two worlds as extremes throughout his life growing up. The choice between these two worlds, these two extremes, is not a mysterious one, scarcely it is an obvious one according to Rodriguez. To the scholarship boy, both the choice and the sacrifice it requires are obvious, and it is that decision which gives the person the ways of speaking and caring about the decision that is made.The scholarship boy fully understands the decision at the moment of making it, and so engages in a way that will allow him to reflect about it in the future. Nonetheless, Rodriguez also argues that most people are not as changed by education as he was. Rodriguez himself was a very special case. Having been born and raised by his uneducated parents, his culture and education allowed him to exceed the academic level of his parents. This environment was especially hard for him in his high school years, as he was embarrassed of his parents because they were not like his teachers. Over the years his parents lost their authority to him.This made him tactile sensation for something else, whether that was friendship given by his teachers or their authority towards him. For Rodriguez, he could not afford to admire his parents. As he moved from fourth grade up, he slowly true the skills to hide the secret of his success. What he was actually doing was hiding his enthusiasm about his separation from his parents and his home life. In doing so, he lay down the tools call for to both care and speak about the changes he knew were taking place with him. Eventually Rodriguez does get to the trespass of his education when he graduates high school and is accepted into Stanford University.Everything he had worked so hard for was in the end charge it, as he could enter the real world of academics. Pleased with the idea of entering this new world, Rodriguez found that the academics community was lacking something. This is evident after his return home and not being able to tie with his family anymore, he also comes to the realization that he has been removed from the everyday life of his family and friends. In his sacrifice to blend in formed by education, he has in effect been changed deeply, so deeply that its not possible to connect with that past life.As he grew up and experienced changes of such importance in his life, Rodriguez learned and developed a number of scholarly abilities that provided him the ways of speaking, reading, and caring about his own life. He developed a professi onalism in language as in a way to separate himself from his parents. Not only that, he also developed an incontrollable hunger of knowledge whether it was from books or teachers, which allowed him to study those who were like him or had ideas like him. For example, his phrase turned around proving wrong Hoggarts idea of what a scholarship boy really was in the inside.In fact, his article proved that scholarship boys were not those who absorbed information and repeat it afterwards, but those that could use that information and education to form original thoughts and opinions as well. He demonstrated that ways of reading and caring were valued in the academic community. He explained his desire of becoming a teacher as for the knowledge and the desire for knowledge that he had. Rodriguez shows a desire for something, a desire to understand ideas. He explains this by saying that what he withheld from his mother and father of what mattered the most the extraordinary experience of first -learning.This kind of desire to achieve the ways of reading, speaking, and caring about academics and life in general is why he had always been a successful student. Lastly, Rodriguezs view on the definition of education and what it meant to be a scholarship boy in this article made him an independent thinker, which is what Rodriguez desired most, to have his own opinions and thoughts. He finally had changed from being a simple scholarship boy to become a real independent thinker. Everything in his life, his family, his teachers, his schooling, his books, and himself led him to discover the true achievement of desire.

Bloodlines Chapter Sixteen

I EXPLAINED onward my chemistry experiment by saying t assume it was adept a substance I had on pass a cosmosner from when I received my stain, in the howevert I had an totallyergic reaction. I certainly didnt let on that Id mixed it myself. I think they wouldve bought that cover story, if non for the fact that a few days later, I was able to get ahold of a formula that helped treat the chemical burns on Kristins skin. The mixture did zilch for the ink stain that lift upmed to be per worldent, barring approximately tattoo laser removal moreover her welts did melt down a little bit.After that, word got near that Sydney Melrose was the new on-site pharmacist. Because I had extra left field over from Kristin, I gave the remainder of the skin cream to a girl with severe acne since it worked on that as well. That probably didnt do me any favors. People approached me for all sorts of things and still offer uped to pay me. Some requests were pointless, give care cures for matteraches. Those volume I simply told to buy around aspirin. Other requests were turn out of my power and nothing I deficiencyed to deal with, like birth control.Aside from the weird requests, I real didnt mind the increase in my daily social interaction. I was used to people needing things from me, so that was familiar territory. Some people exactly lossed to grapple more than approximately me as a person, which was new and more enjoyable than Id expected. And smooth others lossed different things from me.Sydney.I was waiting for my English class to start and was startled to see integrity of Greg Slades friends standing over my desk. His name was Bryan, and although I didnt feel some(prenominal) or so him, hed never come across as obnoxious as Slade, which was a point in Bryans favor.Yes? I asked, wondering if he wanted to borrow notes from me.He had shaggy brown hair that seemed to be purposely grown unkempt and was really kind of cute. He ran a contact over it as he picked his words. Do you know anything about inactive films?Sure, I verbalise. The first ones were developed in the late nineteenth century and nearly whiles had live on musical accompaniment, though it wasnt until the 1920s that sound become truly incorporated into films, eventually making silent ones obsolete in cinema.Bryan gaped, as though that was more than hed been expecting. Oh. Okay. Well, um, theres a silent film festival business district adjacent week. Do you think youd want to go?I shook my head. No, I dont think so. I respect it as an art form only if really dont get much out of ceremonial occasion them.Huh. Okay. He smoothed his hair game again, and I could almost see him groping for judgments. Why on earth was he ask me about silent films? What about Starship 30? It opens Friday. Do you want to see that?I dont really like sci-fi either, I state. It was true, I found it completely implausible.Bryan run acrossed ready to p arntage that shaggy hair out. Is there any movie out there you want to see?I ran through a mental list of current entertainment. No. Not really. The bell rang, and with a rock of his head, Bryan slunk back to his desk. That was weird, I muttered. He has bad taste in movies. Glancing beside me, I was startled to see Julia with her head down on her desk while she shook with silent laughter. What?That, she gasped. That was hilarious.What? I verbalise again. Why?Sydney, he was asking you outI replayed the conver sit downion. No, he wasnt. He was asking me about cinema.She was laughing so hard that she had to wash away a tear. So he could find out what you wanted to see and take you outWell, why didnt he hardly say that?You are so adorably oblivious, she tell. I hope Im around the day you actually notice person is inte equipoiseed in you. I proceed to be mystified, and she worn-out(a) the rest of class bursting out with spontaneous giggles.While I became an object of fascination, Jills popularity fe ll. Part of it was her own shyness. She was ease so conscious and worried about being different that she assumed everyone else was aware of her otherness too. She continued holding back from connecting with people out of fear, making her come across as aloof. Surprisingly making this worse, Jills doctors note had finally come through from the Alchemists. The school wouldnt put her into a different elective that was already in progress. Freshmen werent allowed to be t separatelyers aides like Trey. After consultation with Miss Carson, theyd finally inflexible that Jill would enroll in all in penetration PE activities and do alternate assignments when we were outdoors. This usually meant writing reports on things like the autobiography of softball. Unfortunately, sitting out half the cadence only managed to isolate Jill more.Micah continued to dote on her, even in the face of adversity.Lee texted me this morning, she told me at lunch one day. He wants to take me out to dinner th is weekend. Do you think I mean, I know you guys would have to go too She glanced uncertainly amidst Eddie and me.Whos Lee? asked Micah. He had effective sat down with our group.A few moments of awkward silence fell. Oh, give tongue to Jill, averting her eyes. Hes this, um, guy we know. He doesnt go here. He goes to college. In Los Angeles.Micah processed this. He asked you on a date?Yeah we actually went out before. I guess were, well, kind of dating.Not fullly, piped in Eddie. I wasnt sure if he was saying this to spare Micahs feelings or if it was some protective way to stop Jill from get too close to anyone.Micah was good at hiding his emotions, Id give him that. After a bit more thought, he finally gave Jill a smile that only seemed slightly forced. Well, thats great. I hope I female genitals meet him. After that, the conversation turned to the upcoming football game, and no one mentioned Lee again.decision out about Lee changed how Micah acted around Jill, but he still h ung out with us all the time. Maybe it was in the hopes that Lee and Jill would break up. Or it couldve simply been because Micah and Eddie spent a contend of time together, and Eddie was one of Jills few friends. But the problem wasnt Micah. It was palm.I didnt think Micah wouldve been interested in laurel wreath even if Jill hadnt been in the picture, but Laurel still saw Jill as a threat and went out of her way to fudge her miserable. Laurel spread rumors about her and make pointed comments in the halls and during class about Jills pale skin, height, and skinniness Jills biggest insecurities.Once or twice, I heard the name vampire girl whispered in the halls. It made my blood run cold, no matter how many times I reminded myself it was a joke.Jill isnt whats keeping Laurel and Micah apart, I remarked to Julia and Kristin one day. They were amused by my continued efforts to apply logic and rationality to social behaviors in the school. I dont understand. He just doesnt like La urel.Yeah, but its easier for her to think Jills the problem, when really, Laurels just a bitch and Micah knows it, beg offed Julia. forever since the awkward encounter with Bryan, she and Kristin had taken it upon themselves to try to educate me in the ways normal humans behaved.Plus, Laurel just likes having someone to pick on, said Kristin. She seldom spoke about the tattoo but had been sobering and sober ever since. Okay, I said, laborious to follow the logic, but I was the one who called her out about dying her hair. Shes hardly said a word to me.Kristin smiled. No fun picking on you. You speak back. Jill doesnt defend herself much and doesnt have many people to stick up for her either. Shes an easy target.One commanding thing did happen, at least. Adrian was staying on good behavior after the Los Angeles mishap, though I had to wonder how huge it would defy. Based on what I gathered from Jill, he was still bored and unhappy. Lees schedule was erratic, and it wasnt his job to musical note after Adrian anyway. There didnt seem to be any good solution for her, really. If Adrian gave in to his vices, she suffered the effects of his hangovers and romanticistic interludes. If he didnt, and so he was miserable, and that attitude easily trickled into her as well. The only hope they had was that Jill would eventually learn the control to block him out of her mind, but from what Rose had told her, that could take a very long time.When the next feeding came around, I was disappointed to see Keiths car parked in Clarences driveway. If he wasnt going to actually do anything active to help this assignment, I kind of wished hed just stay away from it altogether. He apparently thought these supervising visits counted as work and continued to justify his presence. Except when we met up with Adrian in the dungeon get on, Keith was nowhere in sight. Neither was Clarence.Where are they? I asked Adrian.Adrian was lounging on the couch and put down a book hed b een reading. I had a feeling reading was a rare activity for him and almost felt bad for the interruption. He stifled a yawn. There was no alcohol in sight, but I did see what looked like three empty nookys of energy drink.He shrugged. I dont know. Off talking somewhere. Your friends got a sick sense of humor. I think hes feeding Clarences paranoia about vampire hunters.I glanced uneasily at Lee, who had immediately begun talking to Jill. Both were so caught up in each other, they didnt even realize what the rest of us were discussing. I knew how much the vampire hunter talk bothered Lee. He wouldnt appreciate Keith supporting(a) it.Does Clarence know about the killing in LA? asked Eddie. There was no reason Keith wouldnt, since it was open Alchemist knowledge, but I wasnt sure if he wouldve made the connection to Clarence or not.He hasnt mentioned it, said Adrian. I anathemize Keiths just doing it because hes bored or something. Even I havent sunk that low.Is that what youve be en doing instead? I asked. I sat down across from him and pointed at the energy drinks.Hey, its not vodka or brandy or well, anything good. Adrian sighed and upended one can, beverage the conk out few drops. So give me some credit. Eddie glanced at the cans. Didnt Jill say she had trouble sleeping last night?Adrian, I said with a groan. Eddie was right. Id noticed Jill tossing and turning constantly. Vicarious caffeine would certainly explain it. Hey, Im trying, Adrian said. If you could get me out of here, Sage, then I wouldnt be forced to drown my sorrows in taurine and ginseng.She cant, Adrian, and you know it, said Eddie. Cant you I dont know. Find a hobby or something?Being charming is my hobby, said Adrian obstinately. Im the liveliness of a party even without drinking. I wasnt meant to be alone.You could get a job, said Eddie, settling into a corner chair. He smiled, amused by his own wit. Solve both your problems make some gold and be around people.Adrian scowled. Care ful, Castile. Theres only one comedian in this family.I straightened up. Thats actually not a bad image.Its a terrible idea, said Adrian, glancing between me and Eddie.Why? I asked. Is this the part where you tell us your hand dont do manual labor?Its more like the part where I dont have anything to offer society, he countered.I could help you, I offered.Are you going to do the work and give me the payroll check? Adrian asked hopefully. Because that actually could help.I can give you a ride to your interviews, I said. And I can make you a resume that would get you any job. I eyed him and reconsidered. Well, within reason.Adrian stretched back out. Sorry, Sage. Just not feeling it.Clarence and Keith entered just then. Clarences face was exuberant. Thank you, thank you, he was saying. Its so nice to talk to someone who understands my concerns about the hunters.I hadnt been aware that Keith understood anything except his own self-serving nature. Lees face gameyened when he realized Keith was furthering the old mans irrationality. Nonetheless, the Moroi withheld the comments he undoubtedly wanted to make. It was the first time Id seen any sort of dark emotion on Lees face. Looked like Keith could bring down even the most cheerful person.Clarence was happy to see us, as was Dorothy. Humans who gave blood to vampires werent just disgusting because of the act itself. What was also appalling was the addiction that resulted. Vampires released endorphins into those they drank from, endorphins that created a pleasurable sort of high. Human feeders who lived among Moroi spent their entire days in that high, becoming heavily babelike on it. Someone like Dorothy, who had lived only with Clarence for years, hadnt experienced enough bites to really get addicted. Now, with Jill and Adrian around, Dorothy was getting an increase amount of endorphins in her daily life. Her eyes lit up when she saw Jill, appearinging she was eager for more.Hey, Sage, said Adrian. I dont wan t an interview, but do you think you could give me a ride to get some cigarettes?I started to tell him I wasnt going to help with such a filthy habit and then noticed him looking meaningfully at Dorothy. Was he trying to get me out of here? I wondered. Give me an excuse to not be around for the feeding? From what I understood, Moroi normally didnt hide their feedings from each other. Jill and Dorothy just usually left the room for my comfort. I knew theyd probably do it again but decided Id take the luck to get away. Of course, I glanced at Keith for confirmation, expecting him to protest. He merely shrugged. It looked like I was the last thing on his mind.Okay, I said, standing up. Lets go.In the car, Adrian turned to me. I changed my mind, he said. Ill take you up on helping me get a job.I almost swerved into oncoming traffic. Few things from him could have surprise me more and he said pretty surprising things on a regular basis.That was fast. Are you serious?As much as I ever am . Will you still help me?I read so, though theres only so much I can do. I cant actually get you the job. I ran down my mental list of what I knew about Adrian. I dont suppose you have any idea of what youd actually like to do?I want something entertaining, he said. He thought some more. And I want to make lots of coin but do as little work as possible.Lovely, I muttered. That narrows it down.We reached downtown, and I managed a flawless parallel-parking job that didnt impress him nearly as much as it should have. We were right in front of a convenience store, and I stood outside while he went in. flush shadows were falling. I was off campus all the time, but so far, my trips had all been to Clarences, mini-golf courses, and fast-food joints. It turned out that the city of bay wreath Springs was really pretty. Boutiques and restaurants lined the streets, and I couldve spent hours people-watching. Retirees in golfing getups strolled alongside young glamorous socialites. I knew a lot of celebrities came here too, but I wasnt in tune enough with the entertainment creation to know who was who.Man, said Adrian, emerging from the store. They raised the price on my normal brand. I had to buy some crappy one.You know, I said. Quitting would also be a really great way to save some I froze as I spotted something down the street. Three blocks away, through the leaves of some palm trees, I could just barely make out a sign that read Nevermore in flowery Gothic lettering. That was the place. The source of the tattoos running rampant through Amberwood. Ever since Kristins incident, Id wanted to delve into this more but hadnt been sure how. Now I had my chance.For a moment, I remembered Keith telling me not to get involved with anything that tycoon raise attention or cause trouble. Then I thought about the way Kristin had looked during her overdose. This was my opportunity to actually do something. I made a decision.Adrian, I said. I need your help.I pulled him towar d the tattoo parlor, filling him in on the situation. For a moment, he seemed so interested in high-inducing tattoos that I thought hed want one. When I told him about Kristin, though, his enthusiasm faded.Even if its not Alchemist technology, theyre still doing something dangerous, I explained. Not just to Kristin. What Slade and those guys are doing using the steroids to be better at football is just as bad. People are getting hurt. I thought, suddenly, of Treys cuts and bruises.A small alley separated the tattoo parlor from a neighbor restaurant, and we stopped just before it. A door opened inside the alley, on the parlor side, and a man stepped out and lit a cigarette. Hed taken only 2 steps when another man stuck his head out the side door and called, How long are you going to be gone? I could see shelves and display boards slow him.Just running down to the store, said the man with the cigarette. Ill be back in ten.The other guy went back inside, shutting the door. A few moments later, we saw him through the window at the front of the store, tidying up something on the counter.I have to get back there, I said to Adrian. Into that door.He arched an eyebrow. What, like sneaking in? How very black ops of you. And oh, you know dangerous and foolish.I know, I said, surprised at how calm I sounded as I admitted that. But I have to know something, and this may be my only chance.Then Ill go with you in case that guy comes back, he said with a sigh. Never let it be said Adrian Ivashkov doesnt help damsels in distress. Besides, did you see him? He looked like some insane biker. They both did.I dont want you to wait. Inspiration hit. You talk to the guy inside.Huh?Go in the front. Distract him so that I can look around. Talk to him about I dont know. Youll think of something.We rapidly hashed out a plan. I sent Adrian on his way while I ducked into the alley and approached the door. I pulled the handle and found it locked. Of course, I muttered. What busin ess would leave a remote door like this uncovered and unlocked? My brilliant plan started to crumble until I remembered I had my Alchemist essentials in my purse.My full kit was rarely needed, high school acne crises aside, so it was usually unploughed at home. But Alchemists were always on call, no matter where they were, to cover up vampire sightings. And so, we always kept a couple of things on us at all times. One was the substance that could dissolve a Strigoi body in under a minute. The other was almost equally efficient at dissolving metal.It was a type of acid, and I kept it in a protected vial in my purse. Quickly, I fished it out and unscrewed the top. A bitter roll hit me and made me wrinkle my nose. With the bottles glass dropper, I very carefully leaned down and placed a few drops right in the center of the lock. I immediately stepped back as a unobjectionable mist rose up from the contact. Within thirty seconds, it had all dissipated, and there was a hole in the mi ddle of the doors handle. One of the nice things about this stuff, which we called quickfire, was that its reaction occurred extremely fast. It was now inert and posed no danger to my skin. I pushed down on the handle, and it released.I only opened the door a crack, just to ascertain that there was no one else around. Nope. Empty. I crept inside and quietly shut the door behind me, fastening an inside bolt to make sure it stayed locked. As Id seen from the outside, the place was a storage room, alter with all sorts of tools of the tattoo trade. Three doorways surrounded me. One led to a bathroom, one to a darken room, and another to the stores front and main counter. Light spilled in from that doorway, and I could hear Adrians voice.My friends got one, he was saying. Ive seen it, and he said this is the place he got it. Come on, dont play me.Sorry, came the gruff response. No idea what youre talking about.I slowly began scanning the cupboards and drawers, reading labels and looking for anything suspicious. There were a lot of supplies and not much time.Is it a money thing? asked Adrian. Because Ive got enough. Just tell me how much it costs.There was a long pause, and I hoped Adrian wouldnt be asked to show any cash since the last of his money had gone to promoting cancer.I dont know, the guy said at last. If I was able to do this copper tattoo youre talking about and Im not saying I can you probably couldnt afford it.Im telling you, said Adrian. Just name your price.What is it youre interested in exactly? the man asked slowly. Just the color?I think we both know, said Adrian cunningly. I want the color. I want the bonus effects. And I want it to look badass. You probably cant even do the design I want.Thats the least of your worries, said the guy. Ive been doing this for years. I can draw anything you want.Yeah? Can you draw a skeleton ride a motorcycle with flames coming out of it? And I want a pirate hat on the skeleton. And a repeat on his shoulder. A skeleton parrot. Or maybe a ninja skeleton parrot? No, that would be overkill. But itd be cool if the biker skeleton could be shooting some ninja throwing stars. That are on fire.Meanwhile, Id still seen no sign of what I needed, but there were a million nooks and crannies left to explore. alarm began to rise in me. I was going to run out of time. Then, seeing the darkened room, I hurry over to it. With a quick glance toward the stores front, I flipped on the light and held my breath. No one must have noticed anything because the conversation continued where it had left off.Thats the most ridiculous thing Ive ever heard, said the tattooist.Thats not what the ladies are going to say, said Adrian.Look, kid, said the guy. Its not even about money. Its about availability. Thats a lot of ink youre talking about, and I dont have that much in stock.Well, when will your supplier shift next? asked Adrian.I stared in awe at what I had found I was in the room where the tattooing took plac e. There was a lounging chair much more comfortable than the table Id received my tattoo on and a small side table covered with what appeared to be freshly used implements.Ive already got some people wait-listed ahead of you. I dont know when therell be more.Can you call me when you know? Adrian asked. Ill give you my info. My names one thousand Steele.If not for my own tense situation, I wouldve groaned. Jet Steele? Really? Before I could think much more about it, I finally found what Id been looking for. The tattoo gun on the table had its own ink container, but sitting nearby were several smaller vials. All of them were empty, but some still had enough metallic residue of their former ingredients to tip me off. Without even thinking twice, I apace began recapping them and putting them in my purse. Nearby, I noticed some sealed vials full of dark liquid. I froze for a moment. Carefully, I picked one up, opened it, and took a sniff.It was what Id feared.I screwed the lid back o n and added those vials to my purse.Just then, I heard a rattling behind me. Someone was trying to open the back door. Id bolted it behind me, however, and it didnt give. Still, it meant my time for snooping was up. I was just zipping up my purse when I heard the stores front door open.Joey, whys the back door locked? an angry voice demanded.Its always locked.No, the bolt was on. From the inside. It wasnt when I left.Cue my exit. I flipped off the light and began focal ratio back through the storage room.Wait exclaimed Adrian. There was an anxious note to his voice, like he was trying to get someones attention. I had the uneasy feeling that the two guys who worked here were headed back behind the counter to investigate. I need to know something else about the tattoo. Can the parrot also be wearing a pirates hat? Like a miniature one?In a minute. We have to check something. The voice was louder than before. Closer.My hands fumbled as I unlatched the bolt. I managed it and opened the door, hurrying out just as I heard voices behind me. Without pausing to glance back, I shut the door and ran out the alley and up the street, back toward where Id parked. I was pretty sure the guys hadnt gotten a good look at me. I think Id just been a figure darting out the door. Still, I was grateful for the crowds of people on the street. I was able to live in as I turned my attention to my car and unlocked the door. My hands were sweaty and shaking as I fumbled with the keys.I wanted badly to look behind me but was afraid of attracting the attention of the two men, if they were out searching the street. As long as they had no reason to suspect me A hand suddenly grabbed my arm and jerked me away. I gasped.Its me, said a voice.Adrian. I breathed a sigh of relief.Dont look back, he said calmly. Just get in the car.I obeyed. Once we were both safely inside, I took a deep breath, overwhelmed by the pounding of my heart. Fear-born adrenaline surged in my chest, so strongly it hurt. I unsympathetic my eyes and leaned back.That was too close, I said. And you did good, by the way.I know, he said proudly. And actually, I kind of want that tattoo now. Did you find what you were looking for?I opened my eyes and sighed. I did. And a whole lot more.So, what is it? Theyre putting drugs in tattoos?Worse, I said. Theyre using vampire blood.