Frey House II Photo Tour in Palm Springs, California

I Have Re Enlisted At Valley Forge - 941 Words

Pelaki Foliaki Mrs. Taigen/Keithly ELA 3rd/SS 2nd 23 November 2015 Would you have re-enlisted at Valley Forge? George Washington once said, â€Å"To be prepared for war is one of the most effective means of preserving peace.† George Washington had to prepare his soldiers at the winter camp at Valley Forge. The winter of 1777 was great for Washington, because he could keep an eye on the General Howe’s British soldiers. Washington had a major problem. Some men were signing up for one to two year enlistment, but the most common was nine months.The living conditions were a horrid situation. Many had no shoes and little clothing, which is not a good combination for a frigid Pennsylvania winter. The winter was not pleasant, and most soldiers had diseases, like smallpox, and dysentery. Men are dying, running away, or deserting their post. My term is almost up. I am concerned about my family, and my aging mother. I could desert and leave for home, or stay and fight. The question has come down to this; If you were a soldier at Valley Forge, wou ld you have quit. In this situation, to quit is to not re-enlist. I have decided to re-enlist because our great leaders, the doctors and sickness treatment, and respect. If you re-enlisted, you would get to stay with our great leaders, like General George Washington and Friedreich Wilhelm von Steuben. In Jane Root’s Video â€Å"America, The Story of Us†, said that Washington stayed with his army the whole winter. He could of left if he wanted to, butShow MoreRelatedThe Women Present At Valley Forge809 Words   |  4 PagesThe Women Present at Valley Forge As Abigail Adams will write to her husband John to â€Å"remember the ladies† during the Continental Congress, so to must we must not forget the many women who played a vital role here during the winter encampment at Valley forge from 1777-1778. During the Winter Encampment at Valley Forge there were close 400 women, a ratio 1:44 to the enlisted men. Officers’ Wives Martha Washington- (1732-1802)- During the Revolutionary War Martha joined her husband for part ofRead MoreThe Most Important Election Ever1164 Words   |  5 Pagesfrom the critical needs of this Republic. I know, you hear that this is the most important election ever, well if this is true then please make your stand, for I m sure that those voting in 1860 were convinced they too were involved in the most important election in history. Regardless of the outcome in November, we must not resign or retreat from the conflict. Yes, it s an ongoing conflict, a relentless struggle for the very soul of our nation. As you have heard so many times Freedom is not FreeRead More1000 Word Essay85965 Words   |  344 Pageseducation, and treatment. Implement alcohol and other drug risk reduction and prevention strategies that respond to potential problems before they jeopardize readiness, productivity, and careers. Restore to duty those substance-impaired Soldiers who have the potential for continued military service. Provide effective alcohol and other drug abuse prevention and education at all levels of command, and encourage commanders to provide alcohol and drug-free leisure activities. Ensure all military and civilianRead MoreProject Mgmt296381 Words   |  1186 PagesMcGraw-Hill/Irwin series, operations and decision sciences) Gray’s name appears first on the earlier editions. Includes index. ISBN-13: 978-0-07-34033 4-2 (alk. paper) ISBN-10: 0-07-340334-2 (alk. paper) 1. Project management. 2. Time management. 3. Risk management. I. Gray, Clifford F. II. Gray, Clifford F. Project management. III. Title. HD69.P75G72 2011 658.4904—dc22 2009054318 www.mhhe.com About the Authors Erik W. Larson ERIK W. LARSON is professor of project management at the College of Business, OregonRead MoreOne Significant Change That Has Occurred in the World Between 1900 and 2005. Explain the Impact This Change Has Made on Our Lives and Why It Is an Important Change.163893 Words   |  656 Pagesreferences. ISBN 978-1-4399-0269-1 (cloth : alk. paper)—ISBN 978-1-4399-0270-7 (paper : alk. paper)—ISBN 978-1-4399-0271-4 (electronic) 1. History, Modern—20th century. 2. Twentieth century. 3. Social history—20th century. 4. World politics—20th century. I. Adas, Michael, 1943– II. American Historical Association. D421.E77 2010 909.82—dc22 2009052961 The paper used in this publication meets the requirements of the American National Standard for Information Sciences—Permanence of Paper for PrintedRead MoreInternational Management67196 Words   |  269 Pagesbusiness enterprises—Management—Case studies. I. Doh, Jonathan P. II. Hodgetts, Richard M. International management. III. Title. HD62.4.H63 2012 658 .049—dc22 2011002070 www.mhhe.com Dedicated in Memory of Richard M. Hodgetts A Pioneer in International Management Education iii This page intentionally left blank Preface C hanges in the global business environment continue unabated. The global financial crisis and economic recession have challenged some assumptions about globalizationRead MoreDeveloping Management Skills404131 Words   |  1617 Pagesaware of a trademark claim, the designations have been printed in initial caps or all caps. Library of Congress Cataloging-in-Publication Data Whetten, David A. (David Allred) Developing management skills /David A. Whetten, Kim S. Cameron.—8th ed. p. cm. Includes bibliographical references and index. ISBN 978-0-13-612100-8 1. Management—-Study and teaching. 2. Management—Problems, exercises, etc. Kim S. II. Title. HD30.4.W46 2011 658.40071 173—dc22 I. Cameron, 2009040522 10 9 8 7 6 5 4

Global Warming And The Climate Change - 2582 Words

A meeting discussing global warming and the ongoing climate change (and the impact CO2 emissions have on the growing problem) has been in session in Peru for the past few days. Dozens of world leaders are gathering to discuss possible changes that can be implemented to halt the increase in temperature seen around the globe. However, many prominent scientists have stated that it may be too late for these world leaders to make any significant impacts (Associated). These scientists, and many other people around the world, believe that humans have contributed significantly to global warming, and as a result mankind needs to do whatever it can to combat this ongoing crisis. Nearly 3,500 miles away from Peru, United States Senator James Inhofe is in Washington D.C., representing Oklahoma in the United States Senate. Senator Inhofe is one of the loudest preachers of the belief that global warming is not the dire threat that so many scientists make it out to be. Inhofe has claimed that it is â€Å"arrogant for people to believe human beings are able to change what He (God) is doing in the climate† (Tashman). The Senator believes that only God controls the climate and the environment, and to even think that humans are impacting the earth’s climate is misguided (Tashman). These two opposing viewpoints bring with them questions of religion, politics, human responsibility, and ultimately the fate of the planet. On one side, there are those who say that the science is so concrete, and theShow MoreRelatedGlobal Warming And Climate Change974 Words   |  4 Pagesabout global warming, whether it is true or false. Is there evidence to prove that global warming has impacted the climate due to the rise in the earth’s temperature? Climate change is a problem that is worldwide that should be reviewed. The rise in the earth’s temperature has caused some impact to the weather and climate changes to many places worldwide. This rise in temperature ha s the potential of causing drastic changes to the earth in many ways. It is time to view the global warming concernsRead MoreClimate Change Of Global Warming924 Words   |  4 Pages Figure 0.1 shows the different effects of global warming. Global warming is the warming of our planet at an extreme rate. The Earth’s climate has warmed by 7.8OC since 1880. (Quick facts about science, 2015). What causes global warming? The cause of global warming is the carbon dioxide. This acts like a blanket. Protecting the earth, and heating the earth. Sun rays would normally bounce around the earth, but with the blanket, the sun rays heat the blanket which heats the earth. (Petersen ScienceRead MoreGlobal Warming And Climate Change1398 Words   |  6 Pages Global warming and climate change have been frequent topics of discussion over the past several years. Although people tend to focus on the politics, it is important to look past the media aspects of it into the cold hard facts of what our Earth is currently experiencing, and what has caused it in the first place. The cause of climate change includes natural causes, but human causes are what is generating such a rapid global temperature change. It’s time that the ways in which humanity affectsRead MoreClimate Change And Global Warming1060 Words   |  5 PagesClimate change (Klaus) 1000 The terms â€Å"global warming†, â€Å"climate change† or â€Å"greenhouse effect† have become more than just parts of the popular lexicon as they rather are subject of public discussions, scientific research or political debates. Despite the popularity and the ubiquity of these terms, the public’s theoretical and conceptual understanding of them and their causal relations is often based on superficial knowledge and buzzwords or caricatures outlined and depicted in several popular mediaRead MoreClimate Change : Global Warming1194 Words   |  5 PagesDonya Curtis April 19, 2017 English 1001-rough draft Global Warming Global warming is one facet of the broader term climate change. It is the increase in the average temperature of the Earth s surface air and oceans from the mid 20th century and the projected continuation. The Global warming is primarily the consequence of building up greenhouse gasses in the atmosphere. Emission rates for most important anthropogenic greenhouse gas, CO2, have increased 120 fold in the past 140 years. WhileRead MoreClimate Change and Global Warming1074 Words   |  5 PagesClimate change and Global Warming are out of control. This means that, no matter what policies, processes or actions are implemented, the Earth as we know it will never be the same again. There is significant evidence to support this hypothesis. The dilemma becomes whether we can limit the damage and adapt to a new status quo or not. Rising sea levels and the damage caused by this phenomenon has irreversible impacts on coastlines worldwide. Damage to sensitive reef systems cannot be fixed. This alsoRead MoreClimate Change And Global Warming1022 Words   |  5 PagesWhat = Climate Change Who = Emma, Aoife, Julia, Rachael, Mariah and Cà ©line What is it? Climate Change is a change in the demographic distribution of weather patterns, and related change in oceans, land surfaces and ice sheets, happening over time scales of decades or longer. It’s the world’s greatest threat. Climate change is the change in temperature over a period of time. It involves the greenhouse effect and global warming. Where is it? It is an issue affecting everyone everywhere. ClimateRead MoreClimate Change And Global Warming1474 Words   |  6 Pagesphenomenon, known as â€Å"smog† became an often daily occurrence in big, urbanized cites across the globe. Also, Al Gore’s book, An Inconvenient Truth, popularized the issue of climate change and global warming as a result of the damage that the modern world has done to the atmosphere. He noted that people resist the facts about climate change due to the inconvenience of changing their lifestyles. But, uninhibited industrialization of several countries has led to intense modernization and revolution of theRead MoreClimate Change And Global Warming928 Words   |  4 PagesThis paper will discuss climate change and global warming on the economy. The paper also gives a description on climate change and global warming. As well as what it hold for future business owners. It will also discuss what the government is doing about climate change/global warming. Climate change is a long-term shift in the statistics of the weather (including its averages). For example, it could show up as a change in climate normal (expected average values for temperature and precipitation)Read MoreClimate Change And Global Warming1630 Words   |  7 PagesClimate Related Threats Global warming will lead to uncontrollable devastation such as famine, war, and economic instability. Climate change will accelerate the dislocation of hundreds of millions of people and the extinction of many species. The negative effects of climate change are obvious on every continent. Professor Le Quere, director of the Tyndall Centre for Climate Change Research at the University of East Anglia said, The human influence on climate change is clear. The atmosphere and

Ocean Acidification And Its Effects On The Environment

Our Oceans are a vital bloodline carrying humans, water, and different types of animals and plants. Now more than ever our oceans are in peril due to the disastrous effects of Ocean Acidification. According to, NOAA Director Dr. Jane Lubchenco (2016), â€Å"Ocean Acidification is often referred to as global warming’s equally evil twin† (The Osprey pg.1). Ocean Acidification is an issue that the general public knows very little about yet is just as dangerous. Our Oceans are like a gigantic beaker with a mix of different solutions but because of ocean acidification this might disturb the balance for the planet. According to, Ludwig of The Science Teacher (2015), â€Å"OA is a harmful consequence of excess carbon dioxide in the atmosphere and poses a threat to marine life† (p.42). The high amount of carbon dioxide creates a toxic environment for sea life. As a society, it is our duty to help restore our oceans and prevent the dangerous possibility of massive sea los s, economic downfall, and coral bleaching. To begin, Our Oceans absorb tremendous amounts of carbon dioxide. According to Castro of Marine Biology (2013), â€Å"About half the CO2 we pump into the atmosphere dissolves into the ocean† (p.236). With these statistics in mind it is important to notice that everyday large amounts of Carbon dioxide head into our oceans. As the carbon dioxide is consumed by ocean water, â€Å"CO2 dissolves in seawater and it forms carbonic acid† (Marine Biology pg.236). As carbonic acid is added into theShow MoreRelatedOcean Acidification And Its Effects On The Environment Essay1220 Words   |  5 Pagespeople are familiar with the probability that looks reefs to submerged rainforests. Coral reefs orchestrate the most biodiverse living spaces in the ocean, and their closeness is crucial to the survival of a clearing number of other marine species - an awe-inspiring piece of which we rely on upon for support. To understand carbon developing i n ocean water we need to appreciate the carbon condition. Right when CO2 segregates in seawater to go on watery CO2 (CO2(aq)) it moreover shapes carbonic dangerousRead MoreOcean Acidification And Its Effect On The Environment1084 Words   |  5 Pagesrole in the processes within the ocean, having a huge influence over the chemistry of seawater carbonate and its equilibrium process (Hopkins 2010). One way it impacts the ocean is via a process called ocean acidification. Carbon dioxide is a compound that can be found in nature, but the elevated carbon dioxide levels caused by humans can have a lot of unintended consequences, particularly to the seawater carbonate chemistry (Hopkins 2010). Ocean acidification can be explained by a series of simpleRead MoreThe Effects Of Climate Change On The Environment Essay1268 Words   |  6 PagesOCEAN ACIDIFICATION Smog, contaminated water, melting of snow packs. These are some of impacts that Climate Change has had on the Earth over the past years. All of these are product of the increase in carbon dioxide emissions by humans and their polluting activities. Since the Industrial Revolution, these events have escalated and, they have been becoming more noticeable and prolonged across the globe. Some of these events are more palpable and pronounced in certain parts of the hemisphere. For exampleRead MoreHow Acidification Threatens Ocean From The Inside Out Essay976 Words   |  4 PagesLu Understanding Our Environment ENVS 100-03 Professor Gretchen Coffman October 13, 2016 Literature Summary and Critique Hardt, M.J. and C. Safina. 2009. How acidification threatens ocean from the inside out: Carbon dioxide emissions are making the oceans more acidic, imperiling the growth and reproduction of species from plankton to squid. Scientific American 301:66-73. â€Å"How acidification threatens ocean from the inside out: Carbon dioxide emissions are making the oceans more acidic, imperilingRead MoreThe Shark : The Predator Of The Sea1607 Words   |  7 Pagesas a negative feature to the environment, which is prolonging the effect to prevent shark species from becoming extinct. With that in mind, not only are human over-fishing sharks, but also the CO2 emission into the ocean are also at an all time high and quickly rising. Some private as well as national organizations have accepted the challenge of educating and informing individuals concerning the existence of the shark specie and also the effect of ocean acidification to its importance to the seaRead MoreThe Effect Of Oa On Marine Biodiversity1704 Words   |  7 Pagescontend that, while ocean acidification is occurring at an increasing global rate, there is not enough evidence to show significance of OA to marine biodiversity. He agrees with the position of Rockstrà ¶m et al. (2009 ), Turley Gattuso (2012), Keller et al. (2009) and Veron (2008), which is that calcification is the most sensitive process responding directly to ocean acidification. However, he asserts that the warnings in the scientific community claiming that ocean acidification is a major threatRead MoreHuman Impacts on the Environment677 Words   |  3 PagesHuman Impacts on the Environment: Ocean Acidification Ecological human effects on the planet are now about 40% greater than the planet can support in a sustainable fashion (Grossman, 2010). One of the many areas with significant damage is the marine biosphere. Ocean acidification is a great threat to marine and subsequently human life. The pH level in the ocean has been a relatively constant 8.15 to 8.25 and organisms have evolved under these circumstances for over 50 million years. HoweverRead MoreThe Effects of Increased Atmospheric CO21655 Words   |  7 Pagesparts per million per year (Kudela, 2013). This sharp increase in atmospheric CO2 has had an impact on the ocean, and can be seen by the increase in the levels of gaseous CO2 in the seawater. When the CO2 rich atmosphere comes in contact with the surface of the ocean, CO2 is readily absorbed which causes the pH of seawater to become more acidic. Many enzymes and processes that occur in the ocean, like test building, are pH sensitive (Calderia, 2003). Any change in the pH would result in the breakdownRead MoreThe Fourth Extinction : An Unnatural History By Elizabeth Kolbert1112 Words   |  5 Pagesfive major mass extinction on earth triggered by a distinguishable event, but in The Sixth Extinction: An Unnatural History, Elizabeth Kolbert writes of the narrative of the sixth extinction caused directly by human impact. The book identifies the effects of human activity on how, over humans history on earth, the natural world has been affected. Every environmental impact stems into three basic groups of global problems to nature: Pollution, Habitat loss and Invasive Species. Kolbert explains thatRead MoreEnvironmental Issues Affecting The Worlds Oceans1175 Words   |   5 PagesOcean covers 71 percent of the world s surface and holds 97 percent of the total water on Earth. For centuries, people have regarded it as an inexhaustible resource and a useful transport route. The ocean also plays a significant role in regulating the climate, the atmosphere, carbon cycling, and nutrition flow. However, environmental problems, particularly over the last few decades, have pushed the ocean to its limits. This essay will argue three major environmental issues impacting the world s

Tanzimat Free Essays

Reform program in the Ottoman Empire from 1839 until 1876. Tanzimat is Turkish for â€Å"reorganization†, and was a program that based itself on the changes started by sultan Mahmud 2. The actual program was started under sultan Abdulmecid 1, and corrupted and destroyed by sultan Abulaziz. We will write a custom essay sample on Tanzimat or any similar topic only for you Order Now The Tanzimat program was one of highest importance to the Ottoman Empire. It was initiated by reformists who understood why the empire was growing weaker while neighbour countries were growing stronger. The situation was clearly illustrated by numerous military defeats.Inside the empire also, there were many dangerous tensions that could lead to conflicts and demands of autonomy. This had already happened in Egypt, when Muhammad Ali achieved autonomy. But high in the empire there were many people with conservative ideas, as well as many who (accurately) feared for their own positions, and who opposed the reform processes. One characteristic of the Tanzimat that made it hard to accept for many, was that it had been formed upon European ideas and ideals.And Europe was considered the lands of the infidels. The reforms of the Tanzimat was administered under the Grand Vizier. The most known of the Tanzimat viziers was Mustafa Resid Pasha, who served altogether 6 terms. While the Tanzimat program might have saved the Ottoman Empire, or at least prolonged its existence, one may assert that it came too late. But even more grave, it was discontinued by sultan Abdulaziz’ abuse of politics and little respect for the reforms.And there was even less hope for the reforms when Abdulhamid 2 ascended the sultan throne in 1876, and as among the first of many despotic acts stopped the Tanzimat. The program The program was defined in a document of 1839 called Hatt-i Serif (Noble Edict of the Rose Chamber). It contained new regulations in several fields: New administration: Provincial representative assemblies (nothing to do with democracy in modern terms, of course) were established, together with state courts that ruled independent of the religiously learned.But more important than that, the local administrations started to function as parts of large state stru cture. Also, new codes of commercial and criminal law were introduced. Standardized system of taxation: Earlier there had been abuses in many provinces, allowing local rulers to enrich themselves on the locals. The system of taxation also applied to military conscription and training, a system that now was regulated, and involved less pressure on the locals. New conscript system: The Ottoman Empire now introduced a conscript system based upon Prussian patterns.This involved the total end of the devsirme system, from which the Janissaries had been recruited. Rights of the individual: No matter what race or religion a citizen had, his or her security of life, property and honour was guaranteed inside the empire. In return, the state demanded that all citizens were loyal to the sultan and the Ottoman administration. Secular school system: Earlier, Islam had been the foundation for schooling. Now, modern ideals were introduced instead. How to cite Tanzimat, Papers

The Corporation Law of Australia

Questions: Question 1 Cotton Limited holds 89.5% of the shares in Satin Co Limited. The remaining shares are held by Silk and several other small investors. The Board of Satin wants the company to become a wholly owned subsidiary of Cotton Limited as they expect this will result in both taxation benefits and a saving on accounting fees and administration charges of about $230,000. Cotton Limited offers to buy the shares held by Silk and other minority members but they refuse. Arrangements are made to hold a members meeting to pass a resolution changing the constitution of Satin by inserting a new clause 53 any member entitled to 80% or more of the issued shares may compulsorily acquire all the remaining shares. Silk and other minority members receive written notice of the company meeting together with a proxy form and a valuation certificate stating the shares were worth $2.50 each. Although the offer is fair Silk does not want to sell her shares and wants to start legal action to prevent the proposed alt eration to the constitution. Discuss whether she may succeed in her action. Would your answer be different if the real reason for compulsorily acquiring the shares from Silk was that she discovered operating a business in competition with Satin Co and was using information gained as a member to take away some of Satins business? Question 2 Polyester is a director of Style Pty. Limited involved in making womens clothing. Has she breached any duties under the Corporation Act in the following situations? Situation 1. She arranges with the companys bank to transfer an amount of $65,000 from the company account into a personal bank account held by her in her own name. She uses the funds to finalise some outstanding personal debts. Situation 2. As a director she receives information that the company is in a serious financial position. She arranges to transfer a larger amount of the assets of the company over a new proprietary company that she formed with the intention of caring on the same business. Situation 3. Contrary to a resolution of the Board and notwithstanding established business practice that limits credit to $20,000 she allows a trade debtor (who has a history of bad debts) to exceed its credit limits by $25,000. The debtor fails to pay the outstanding amount of $45,000. Can she rely on the business judgment rule in this situation? Answers: 1. The Legal Position The corporation law of Australia had a strong command over the majority rule among the companies. The companys management is said to be in the hand of the board of director and hence they can run the company as they use their power within approved duties. As a result, the minority shareholders have a little, if any, control or influence over the operations of company. They may also be powerless for influencing the management, development and the direction of company in which they have their money invested. It is possible that the BOD and the shareholders decision are different on same transaction and at that time the BOD and majority of the shareholder can suppress the minority decision purposefully. The law provides protection to such minority shareholders who are purposefully suppressed. As per section 233 the minority shareholder can make an application to demand protection. The court may direct in such case to buy the stake of minority shareholder, also the direction of the winding up of the company. Sections 232 and 233 of As per Sec 233 of the corporation Act 2001, the Court is empowered to order that it may consider it to be appropriate in the situations where the necessities of the Sec 232 are been met. Such power may include the power of making the order that the party may purchase the shares of any another shareholder with the reduction in the share capital of company or in the order in which the company shall be wounded up. The Sec 232 of this Actstates that Court may have it ssole discretion to make such order if: -The affairs of the company is handling in manner or -Proposed move, act to be taken by company or its authorised or - Any resolution passed by class of members That affects shareholders interest or found oppressive on class of shareholders Compulsory acquisition The person who is bidding can also acquire remaining share compulsorily in the class of bid if following fact exist: If the bidder or and its associates hold 90% or more interest in bid class And acquired 75% or more shares as offered in particular class bid. under the takeover bid may also acquire compulsorily any of the remaining shares in the bid class if during the offer period, the bidder or their associates have: Significant interests in at least 90 percent (by number) of the shares in the bid class and Purchased at least 75 percent (by number) of the shares that the bidder had offered to purchase under the bid. Ch 6Astates the requirements for the compulsory acquisition process. Case Law Involved Oppression on the minority shareholder The ruler inthe case of Ample Source InternationalLtd v Bonython Metals Group PtyLtd; Re Bonython Metals Group PtyLtd (No 6)[2011] FCA 1484had held that there were number of cases where minority shareholders are oppressed . This oppression had been brought due to the manner in which the activities of BMG were operated, specifically: The Part management of the BMG in a way which is commercially unfair to the Source; Failure to give the significant information to the Ample Source; The judge ordered that the BMG shall be wind up under the sec 233(a) of the Act. The Given Case Facts And Figures Following are the facts of the given case: 1. Satin Company Ltd is a Subsidiary Company of Cotton Limited which holds 89.5% of its shares and the remaining shares were held by Silk Ltd and other minority shareholders. 2. The board of directors of Satin Ltd wishes that the company shall become a Fully owned subsidiary of Cotton Limited and that the remaining shares held by Silk Ltd and other minority shareholders shall be acquired by Cotton Limited, due to which there would be tax benefits and accounting or administration charges of both the companies, resulting in savings of $230,000. 3. Cotton Limited proposes Silk Ltd and other minority shareholders to sell their shares, but they denied the proposal, as a result of which the board decided to hold a shareholders meeting for passing a resolution to change the constitution of Satin Ltd. 4. Satin Ltd inserted a new clause 53 stating that, any member entitled to 80% or more of the issued shares may compulsorily acquire all the remaining shares. 5. Silk Ltd and other shareholders also received a notice stating that the company shall meet to pass the above mentioned resolution and they also received a valuation certificate stating that the shares $2.50 each. However Silk Ltd is not ready to accept this offer. Identification Of Relevant Issues Following is the relevant issue that aroused in the given case: Silk Ltd wanted to Sue the Satin Ltd for the proposal offering it to sell its shares. Whether Silk Ltd would succeed in this case or would it get a relief from oppression under sec 233 of corporation act 2001. Conclusions To Be Drawn As per Section 232 and Section 233 of Corporation Act 2001, the Court is empowered to order that it may consider it to be appropriate in the situations where the requirements of the sec 232 are been met. Such power may include the power of making the order that the party may purchase the shares of any another shareholder with the reduction in the share capital of company or in the order in which the company shall be wounded up. The Sec 232 of this Actstates that, Court has its sole rights to make such order if: The conduct of the affairs of company; or An proposed or actual act by or on behalf of the company; or A resolution of the members or class of members; is either: Contrary to the members interest as a whole; or Oppressiveto,prejudicialto, ordiscriminatoryagainst, the members whether in such capacity or in any other capacity. Hence, in the given case Silk Ltd has a right to initiate a legal action against Satin Ltd in the lights of Sec 232 and 233 of the Corporation Act 2001. However, the position would differ in case where Silk Ltd uses the Operative information of Satin Ltd i.e. its Competitor, by being its member and thereby getting insider information of the activities and transactions to be performed by Satin Ltd, in which case the court may order Compulsory Acquisition of the shares held by it under the provisions of Corporation Act 2001 as discussed above. 2. The Legalposition Duties Of Directors Under Corporation Act 2001 Directors are the top most authorities in the company and also the key persons for managing the companys affairs. The directors shall know their duties and responsibilities towards the company and its stakeholders. The careless, Ignorant and dishonest directors who do not care for their duties towards the company may lose their reputations and image and the savings and may also be subject to imprisonment, because they do not bother to connect the laid down standards which the law has imposed upon them. General Duties Of Directors Following are various general duties of directors: To bonafidely act towards the companys interest. To exercise the power as a director and shall not use them for any own benefits. Not to be occupied in such position for the conflicting interest. Fiduciary Duties Of Directors Following are some Fiduciary duties of the directors: Not to obtain any illegal benefit for their own selves They shall not utilise any information that they gained during their tenure of directorship to get the undue advantage. They shall put their powers for well-being of the company. They shall call their executives for any personal interest in case of conflicts. The directors may be held responsible towards the company for the gains made by breaching their Professional duties. Such duties are created if: 1. The directors had shown their own likeliness to act as the agent on behalf of the shareholders of company. 2. For a related company, the director having family relation and providing the advices or suggestions for the shares to any family shareholders, then it may create a strong relationship between the director and shareholders. The Conflicting Rule The director should not allow his duties and interests for the company in a conflicting state. He shall ask: For the conflicts that are more than the actual proposal? Should a director end to engage in the arrangement soon after getting a fact that he will have the chance of interests which is conflicting for the company? Is there some sorts of conflict whereby a director held the shares in any another related entity? As per Sec 191(1) the director may also possess a responsibility for notifying the remaining directors that he has a personal interest in the material transactions of the company and that he shall not remain present in the events of such meetings and discussions in which such material transactions are been held, otherwise there will be a conflict of the Professional duties and responsibilities of such director for which he may held guilty for the misconduct under the provisions of this act and may also be held culprit under the Corporation Act 2001. Because of this act, the reputation of the entity may be endangered and that the other directors image may also be affected. Following are various general duties of directors: To bonafidely act towards the companys interest. To exercise the power as a director and shall not use them for any own benefits. Not to be occupied in such position for the conflicting interest. Material Or Personal Interest According to Sec 195(1) the director having a own interest in some transaction, which has been confirmed at any of the meetings of board, may not have any voting right on the resolutions to be passed for such transaction , he will not be able get involved in the meeting where such transactions are considered. However, according to Sec 195(2),all the other directors who do not have anysuch personal interest are allowed to pass a resolution which states that all the directors are happy with even that the rights of particular director does not have power to restrain from attendance of meeting and voting, According to per Sec 195(3), the ASIC can o its own judgment that the said director will attend meeting as well as vote. The Given Case Facts And Figures Following are the facts of the given case: Polyester is a director of Style Pty. Ltd which is involved in making the womens clothing and has performed following activities: 1. Arranges for the transfer of $65,000 from the companys bank account into her personal account and utilises the funds for finalising some outstanding personal debts. 2. Receives information that the company is in serious financial position and that she transfer large amount of assets over a new company which is formed for caring the same business. 3. Allows a debtor having a bad history in past to credit the limit exceeding $25,000 as against the resolution passed by board. Issue Under Consideration The main issue in this case is that, whether Polyester shall be held responsible for negligence of Professional duties in the above cases. Conclusions To Be Made 1. As discussed above, the director who does any act for his personal interest shall be deprived from attending any board meeting in which such transaction is discussed and shall also be held responsible for breach of professional duties. As such in the first instance, Polyester has transferred $65,000 belonging to the company for her own personal interest shall be held liable for Professional misconduct under Corporation Act 2001. 2. In the second case, Polyester has transferred the companys assets to the newly formed business to carry on the companys business for the betterment of company. This act shall be deemed to have been done in good faith and for the benefit of company and thus she shall not to have breached her duties under corporation act 2001. 3. In third case, Polyester has allowed a higher credit to one of the companys Debtor having bad track record and also did not considered the resolution passed by board of directors. In this case also, she is said to have breached her professional duties as a director under Corporation Act 2001. The Compliance with Section 195(1)would not free any of the directors from the obligations of complying with the relevant Law. 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