Company Law Essay – Cavendish University Law Lecturers Notes

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

Work Force Diversity

Executive Summary: We've looked at the challenges that Indian companies face because of diversity, both at the workplace and the marketplace. Wave also seen the ways companies can use, to not only manage existing diversity but also to promote it and gain a competitive advantage in the market. Probably, the most important aspect that comes out from the study is that diversity is finally all about human beings, and how they differ from each other.Any company that understands Its key stakeholders well – Its employees, TTS shareholders, its partners and most importantly, its customers, can thrive in the most diverse of environments. â€Å"The next time some academics tell you how important diversity Is, ask how many Republicans there are In their sociology department† – Thomas Swell I: Diversity in the context of an Indian Business Organization The objective of this article is twofold. Firstly it tries to identify the various elements of diversity, as it exists in a modern Indian Business corporation.Secondly It looks at he methods that the companies can employ, not only to understand and cope with the diversity but also to leverage it towards building wholesome business relationships. Diversity in many ways Is closely connected to another term that we see commonly used today, which is ‘Change'. Managing diversity is an essential part of change management. If Indian companies have to thrive in today's changing global marketplace. It has to learn to manage diversity, both within the company and without. Managing Workforce DiversityDiversity is defined as the personification of various cultures within a social or business environment. The fundamental principles of any culture include their value systems, beliefs, habits, and lifestyle. The varied inclusions consist of individuals from different ethnic backgrounds, cultures, and religious beliefs; without regard to their gender, age, or lifestyle. Diversity Includes dimensions that expand t he criteria outlines in the U. S. Government equal opportunity and affirmative action mandates (Anonymous, 2005).Diversity In the workplace has become the number one targeted objective In organizations globally. Effectively managing diversity in areas such as religion, culture, stress, age, gender, race, and sexual orientation is the key to achieving global success in the workplace. Work Force Diversity By motivates at the workplace and the marketplace. We've also seen the ways companies can use, each other. Any company that understands its key stakeholders well – its employees, diversity is, ask how many Republicans there are in their sociology department† – f diversity, as it exists in a modern Indian Business corporation.Secondly it looks at relationships. Diversity in many ways is closely connected to another term that we marketplace, it has to learn to manage diversity, both within the company and their gender, age, or lifestyle. Diversity includes dimension s that expand the criteria (Anonymous, 2005). Diversity in the workplace has become the number one targeted objective in organizations globally. Effectively managing diversity in areas such as

“On Dumpster Diving” by Lars Eighner Essay

Introduction â€Å"On Dumpster Diving†-by Lars Eighner, is a story of a man discussing his life being homeless and how he came to acquire his livelihood by scavenging through dumpsters, or in the author’s words; Dumpster Diving. The story begins with Eighner telling us, the readers about how he was always fascinated with the word dumpster before being homeless and also while being homeless; how he forged food, beverages, and other miscellaneous items in public dumpsters. Lars Eighner tells us nothing of how he became homeless, but he tells the life of him and his wife (Lizbeth) as Dumpster Divers. In this passage Eighner discusses the topics of shame, and pride. I will write about both of these themes in two separate paragraphs, while showing both are relevant to us as college students. â€Å"Dumpster Diving† talks about many college students and how wasteful they can be; especially when it is unnecessary. Lars Eighner said, â€Å"Students throw food away around breaks becau se they do not know whether it has spoiled or will spoil before they return†. Eighner also says, â€Å"Some students, and others, approach defrosting a freezer by chucking out the whole lot†. (Page 22) The story of this man’s life is and should be humbling, also simultaneously a life lesson for us all to follow as an example of how to be frugal and appreciate all that we possess. Pride The theme of pride was the first topic Eighner discussed when referring to a dumpster diver. â€Å"At first the new scavenger is filled with disgust and self-loathing. He is ashamed of being seen and may lurk around†. Eighner- (Page 23) The scavenger or dumpster diver is showing that he or she has pride, although in need they are conscious of what society might think of them. Eighner also speaks of pride in a different sense as well. He shows us that by the refuse of others, the items being discarded is also pride in the ones that have more than enough. To the readers Eighner shows us their apathy for what they have and how they take it for granted; as if these things will always be available. Pride is a terrible thing to have at times. Society looks at those who ask for assistance or a helping hand as weak; but it takes a strong individual to set pride to the curve and ask for help.  Just as the dumpster diver scavenging through the trash; although it seems disgusting, when in need one must do what one has to. Shame The next theme which was discussed was shame; but in a more subliminal way. Eighner- â€Å"I live from the refuse of others. I am a scavenger. I think it a sound and honorable niche†. (Page 20) Eighner always made the term dumpster diver seem elegant. This word for many would imply filthiness, and impoverished. Eighner subtly edifies the word to hide the shame that was felt from the memories of being homeless and eating out of the trash; one would naturally do the same as Eighner. Shame is something that is felt by all at different points in our lives just as the â€Å"divers† felt. Eighner tells us that â€Å"While Lizbeth and I lived in a shack we began to eat from the dumpsters†. (Page 20) Eighner felt shame and embarrassment from the things he and Lizbeth were doing. While reading about this particular time in Eighner’s life, there is no way that anyone could not be humbled by his words. This way of living is well below modest; it is almost unreal the way he lived. It is impossible to fathom how this can be; and that is what Eighner wants us to realize. Eighner wants us as the readers to not see the trouble of people’s shame but the struggle from the shame, because we should appreciate where we are now, no matter how difficult life is or may seem; because it could always be worse. Pride and Shame As we take a look at both themes Eighner shows how they both coincide in reference to the dumpster diver. In the life of a dumpster diver Eighner explains how he felt pride and a sense of being in a better state of living as opposed to those more fortunate; and he explains how he felt shame as he was reduced to this decadence. In one particular memory Eighner says, â€Å"Every bit of glass may be a diamond, they think, and all that glisters, gold†. (Page 24)Now in this sense Eighner talks about how particular dumpster divers take everything they see of some value and they go over board; but nonetheless they take pride in the things that others call trash. Eighner himself speaks of how he took pride in his vast findings. â€Å"I am grateful, however, for the number of good books and magazines the students throw out†. (Page 26)Although Eighner talks about pride he shows us the shame that lies  in dumpster diving and how they are closely related. Eighner- â€Å"Dumpster diving is outdoor work, often surprisingly pleasant†. (Page 27) â€Å"I have no better place for her than a dumpster. And after all, it is fitting, since for most of her life her livelihood has come from the dumpster†. (Page 26) Now even though Eighner finds joy in his life, he also finds discomfort and embarrassment. Pride and Shame coincide and simultaneously differ; and the two emotions left Eighner ambivalent about him and Lizbeth’s future. Conclusion After reading â€Å"On Dumpster Diving† I am inclined to agree with Eighner, â€Å"Take what you can use and let the rest go†. (Page 27) In life if we use or take more than we truly need, we never learn the value of things nor do we learn to appreciate them. I believe this because I have been given so much in life and used so little, whether it was food, money or time. I believe that us as Americans waste so much that we have forgotten the value of truly living and remembering others less fortunate; I know I have. While reading this passage it has changed my outlook on life and how much I consume and will consume in the future. I believe I will use less and appreciate what I do have, while encouraging others to do the same. Also while reading I felt remorse and sympathy for those less fortunate like Eighner. In conclusion this story is very touching and uplifting. Eighner shows us that no matter what life may throw our way we can survive and beat the odds, no matter how much they are against us.

The Changes in American Foreign Policy at the Turn of the 20th Century Essay

The Changes in American Foreign Policy at the Turn of the 20th Century - Essay Example In addition to US political, social and economic influence on other countries, foreign policy also covers humanitarian, military, and ideological concerns. This paper seeks to discuss the changes in American foreign policy at the turn of the 20th century. Controlling territories and political alliances During the initial years of the 20th century, United States had less imperial powers as compared to European countries. In order to gain control over other territories including Philippines, Cuba, and Spain, US resulted into war. However, the occurrence of great depression in 1930s weakened the US military strength. This made the country to lack ability to retaliate when Pearl Harbor was struck by Japan in 1941. One of the major initiatives that made US to be involved in European affairs was the World War 1. A major change in US foreign policy was experienced after World War II. After the war, US led in establishing United Nations that was focused at restoring peace in the world and av oiding occurrence of another World War (James 36). Even though US emulated the aspect of isolationist after World War 1, the country was again involved in European affairs when it initiated Marshall Plan that aimed at restoring the political strength of European countries. In addition to the creation of UN, US also established other political alliances such as the North Atlantic Treaty Organization (NATO). One of the major implications on the alliances was creation of strong relationship between US and foreign countries resulting to political and economic growth in many countries. Containment of the Soviet Union The economic, ideological and military competition that existed between Soviet Union and US, led to the creation of massive nuclear weapons. Even though the two countries did not go to war, the strategy of containing the communism and the Soviet Union resulted to the involvement of US in the Vietnam and Korean (James 17). US leadership In order to ensure democracy in US and other countries, United States emulated effective leadership styles. The responsibility of Theodore Roosevelt in building US and controlling other countries cannot be ignored. For example, during the establishment of Panama Canal, Colombian government resisted the US move to make the canal enter the Republic of Colombia. However, even though Roosevelt who was then US president had the power to fight Colombia government, he did not directly go to war with Colombia but supported Panama to fight Colombia as the former sought for independence. The diplomacy depicted by Roosevelt is evident when he led in the negotiation between Russia and Japan in 1905 that resulted to the end of war between the two countries. The leadership style adopted by Roosevelt had a positive implication on the US and other countries culture in that it portrayed the importance of recognizing the importance of emulating negotiation to solve cultural conflicts that are experienced in many countries especially third world nations. Gulf invasion The invasion of Iraq by US in 1990 was not only based on the annexation of Kuwait by Iraq but also it was due to other political and economic reasons (Hiro 23). Due to the high amount of oil in Saudi Arabia, US wanted to support Saudi Arabia in order to benefit from the oil supplies from Saudi Arabia. In addition, the abuse of human rights by President Saddam propelled the invasion of Iraq by US. As a result of the Gulf conflict, the economy of many countries was affected regardless

LITERARY TERMS, CONVENTIONS, & GENRES Essay Example | Topics and Well Written Essays - 2750 words

LITERARY TERMS, CONVENTIONS, & GENRES - Essay Example the pens and brushes of the artists present, preserve and draw out the socio-cultural values of their environment in an excellent and elegant mode, which are sure to turn into the intellectual heritage of their society for the future centuries to come. Since it is social and cultural features that provide the raw material to creativity on which the foundations of literature are eloquently erected, so the realities of life give birth to the formation and growth of various forms and genres of literature. In view of the fact that realities are both bitter and sweet ones, the true writers do never hesitate in depicting divergent aspects of society while creating their works. The same can be observed by examining the novels under study including â€Å"Gulliver’s Travels† by Jonathan Swift and â€Å"Mrs. Dalloway† by Virginia Woolf. Produced and published during the first half of eighteenth century, Gulliver’s Travels is undoubtedly a wonderful piece of literature created in a superb way by renowned writer and satirist Jonathan Swift. The author has ironically criticized the social injustices and inequalities adopted and observed by the kings, queens, nobility, clergy and courtiers during the Swift’s times by throwing light on the hypocrisy and double standards observed by the elite stratum of society. The novel is based upon the travels the protagonist character i.e. Gulliver made after the wrecking of his ship during his voyage. After the wrecking of the ship Gulliver, a doctor by profession, reaches several strange lands and comes across diverse types of creatures, which are not only absolutely different from the normal humans in size and activities, but are also observe quite eccentric and awkward behavior while interacting with one another. Hence, the novel is full of thrill, action, suspense and amusement, which reveals the outstanding talent and observation of the author on the one hand, and his command over drawing out characters and creating amusements

Homosexuality Essay Example | Topics and Well Written Essays - 500 words

Homosexuality - Essay Example This paper analyses both the genetic and environmental factors involved in homosexuality. One study revealed that â€Å"if one identical twin was gay, the other was also gay 50% of the time. If they were fraternal twins, they were both gay 22% of the time. And if one was adopted, the chances fell to 11%† (Dr.Starr). Ciani et al (n. d) also have pointed out that â€Å"homosexuals have more maternal than paternal male homosexual relatives†. The above statistics and conclusions clearly point towards genetic factors involved in homosexuality. Even though the percentage has slight differences, both identical twins and fraternal twins shows the tendency of becoming homosexuals if they genetic elements of homosexuality. The possibility of existence of homosexuality gene is widely discussed at present. â€Å"Although biologists are still far from answering this question, scattered evidence for a possible gene influencing sexual orientation has recently encouraged scientists to map out a guide to future research† (Is there a homosexuality gene?). Even though, such a gene has not been discovered yet, many of the biologists are confident of identifying such a gene which will answer all the questions related to the reasons of homosexuality. â€Å"Writing in the scientific journal Archives of Sexual Behavior, researchers from Queen Mary's School of Biological and Chemical Sciences, and Karolinska Institutet in Stockholm report that genetics and environmental factors are important determinants of homosexual behavior† (Homosexual behavior due to genetics and environmental factors). Homosexuality is common in military.

Business Plan for setting up an e-commerce site Coursework

Business Plan for setting up an e-commerce site - Coursework Example Government incentives to prep up this technology and support programmes to reach a larger customer base have paid dividends. (Payman, Rosemario et al, May 2006) 3. Social factors like the willingness of the both the newer and older generation who have embraced this technology and have asserted themselves in becoming computer literate. (Zorayda Ruth Andam, 2003) 4. Economic factors where higher GDP growth has lead to higher incomes have provided incentives to people to look for alternative shopping options. Innovations in banking like net banking, debit card and credit card banking have also helped customers to try out this area of virtual shopping. (Payman, Rosemario et al, May 2006) With these infrastructures in place the idea of a online site for quality paintings seems to be a workable proposition especially since the market for interior decoration is booming and there are people who, similar to gold are willing to invest in painting as they see it fetching them an exponential ret urn should they plan to sell the same in the future. Marketing Concepts for the e-commerce environment and the use of social networking sites Some of the different models of e-commerce used for marketing of a product include B2B (business-to-business), business-to-consumer (B2C), business-to-government (B2G), consumer-to-consumer (C2C) and mobile commerce (m-commerce) 1. In the B2B model, businesses sell their products to other businesses. This model of marketing forms a significant chunk of the e-commerce market. (Zorayda Ruth Andam, 2003) This employs techniques such as e-distributor where a company hosts products viable for use in different businesses. 2. In the B2C model, the business transaction takes place... Business Plan for setting up an e-commerce site As a business plan, the idea is to introduce a segment that would target a niche audience as well as create a platform for others to showcase their products on the website. I plan to develop a website that would cater to the lovers of art and painting. As part of my research I have found that there are limited areas where true connoisseurs of art are able to purchase quality painting or works of art. In cases where an actual physical auction takes place, some buyers miss the event simply due to their ignorance regarding the sale or they are not able to make it to the event due to prior commitments. The idea of such a website is that information regarding the best pieces of art that are up for sale are sourced from various countries through a ground network and these works are actually showcased in this website. A minimum price is fixed along with a cut off date so that art lovers can place their bid by the closing date. After the closing date & time, the piece would be shipped to the customers shipping address provided in the transaction using the services of a reliable courier like Fedex. The money after taking a percentage cut would be transferred via net banking to the creator of the artistic piece. A robust infrastructure has already proved to be quite effective in the rapid growth of e-commerce.The business plan draft required in this assignment is a form of C2C commerce wherein a website designed by me shall act as a platform for online auctions for products related to paintings and other crafts.

Employees Performance & Assessment system used in your organization Assignment

Employees Performance & Assessment system used in your organization - Assignment Example This has thus forced organizations to ensure proper training and support for those conducting the assessment, and assessing the risk possibilities to reduce legal liabilities. A job performance evaluation system is only considered effective if it can clearly show employees responsibilities, motivate them, show their contribution and give information that can be useful in making personnel decisions. This essay will evaluate the forced distribution system of performance evaluation, its advantages, disadvantages and ways of improving the system. In a forced distribution evaluation system the managers are expected to distribute ratings for the evaluated employees, into a pre-specified performance distribution ranking as described in Concise Blackwell Encyclopedia of Management by Cooper & Argyris. Meisler defined forced distribution performance evaluation as; It's a workforce-management tool based on the premise that in order to develop and thrive, a corporation must identify its best an d worst performers, then nurture the former and rehabilitate and/or discard the latter. It's an elixir that in these slow-growth times has proved irresistible to scores of desperate corporate chieftains - but indigestible to a good many employees (44-49). Just like the name suggest this system forces the managers to ensure that the performance evaluation reflects the true performance of each member within the organization. This system aims to improve overall productivity within the organization. Most organizations have developed their own criteria of ranking, which functions by developing the criteria and employees and ranked according to it. The performance criteria can either be in terms of goals or expected behavior expected of the employees. Microsoft organization rates its employees using a unique scale. Their 5 point scale ensures that employees also get a ranking for being either the most valuable or the least valuable in terms of performance. Through lifeboat discussions man agers will decide on the rankings by choosing the employees that they consider as the most valuable (Abelson,1). This form of ranking allows for determination of the least performing employee, because of this some organizations use the same system as a means of determining which employees are to be laid off. This ranking that allows for firing of workers has led the forced distribution system to be termed as ‘rank and yank’ system (Osborne & McCann, 6- 9). This system though employed by some organizations has both positive and negative features. It is imperative when considering an evaluating system to use in an organization to look at both of these features. This enables an organization to decide on which best fits the organization and will ensure that the employees feel secure in the workplace and promotes effectiveness and productivity. One of the advantages of fixed distribution performance evaluation system is that is that the use of this type of system can help to ensure that common errors that occur during performance evaluation are eliminated. These errors include; poor rating of the employees, or leniency errors whereby the employees are rated questionably well. The latter is the most common, and it is found in most cases that an employee is

An E-fashion Retailer Analysis Essay Example | Topics and Well Written Essays - 2500 words

An E-fashion Retailer Analysis - Essay Example The essay "An E-fashion Retailer Analysis" presents an overview of different companies strategies for their online sales. There has been a growth in internet accessibility and usage on the whole. Online sales of clothing rank fourth highest with travel services, software and media sector occupying the first three positions. More consumers across the globe are purchasing computers and gaining access to the internet and are, therefore, attracted to a myriad of online websites operated by fashion retailers. Typically, consumers in the past were wary of buying apparel online. Females, in particular, would want to touch and see the apparel physically for obvious reasons such as buying the size that best fits them or feeling the quality of the fabric. In recent years, this trend has been changing and more consumer, including females, are comfortable with purchasing apparel online. The theory of buyer behavior demonstrates the buyer black box of which the buyer decision process is a subset. Consequently, the model of consumer buying process explains how consumers engage in information search after they have realized the need to purchase a product. This has been catered to by online fashion retailers who have now adopted the model of a â€Å"virtual store† whereby consumers can have a 360-degree view of products they intend to buy by seeing the product from different sides. The â€Å"zoom in† function can help consumers see the fabric/texture as well as design that they could o therwise have viewed had they been present physically at the store. Although the initial target market was U.K customers, ASOS has expanded to include American customers through its online store. 3. Online Marketing Mix a. Product ASOS primarily sells clothing that is worn by celebrities in the media. The company offers various brands under one umbrella and includes affordable clothing as well as expensive lines. The company sells over 50,000 product lines from approximately 800 global brands including Ralph Lauren as well as designer brands such as Sonia Rykiel (Perrey & Spillecke, 2013). As per the company’s marketing strategy, over thousands of new products are added on a weekly basis, thereby sustaining the interest of customers. With its strong and multi-brand product portfolio and customer service, the company ranks as the 5th most popular online shopping destination in U.K, beating H&M in terms of having twice the number of unique customers visiting the website (Perrey & Spillec

Book Review Essay Example | Topics and Well Written Essays - 1250 words - 2

Book Review - Essay Example Frustrated from being treated as losers, some students took extreme steps like injuring others and more dangerously killing fellow students and others. If we start analyzing the issue from the root cause, we can understand the reasons why children at young age or adolescents develop the tendencies like harassment, discrimination, maltreatment, singling out, humming and hounding which is nothing but bullying. It is clearly understood that bullying has many forms of intriguing aspects related to it. Boys or girls may start at a tender age but it has its own reasons for such strange behavior. The major reasons for children start bullying depends on the characters of parents and teachers etc., since these are the immediate guardians to the children, if not this parents or teachers at school whoever are close to the children with respect to time get to influence them. Human beings develop or grow by observing the surroundings and so they are called as social animals. Bullying is not what which is imbibed by birth, the situations and people around them make children harass whoever comes in contact with them. Children at young age don’t have that much understanding to differentiate between genders or elderly people, teachers, family members and friends are the easiest scapegoats. The beginning of bullying may start from people surrounding the child start interfering in their matter and trying to alter their thoughts and at the same time molding them in a way what their parent or guardians need their wards to grow. This noble effort may be a good weapon to blend their children into a multi-talent adolescent, but it may have serious consequences if the child is already preoccupied by thoughts of his own. At this time if someone tries to interfere with their thoughts and intentions, emotions that may burst paving a way of bullying whoever tries to bother them. The greatest responsibility of molding

The Theory Of Gentrification Essay Example | Topics and Well Written Essays - 1250 words

The Theory Of Gentrification - Essay Example The theory of gentrification and the rent gap (Smith 1979), suggests there has been a great deal of pressure for change in some parts of the city. This paper argues that history matters to how gentrification unfolds in Boston and this explains the pressures that have led to change in that Boston’s gentrifying neighborhoods. Smith (1979, 538) states that after a period of sustained deterioration, many cities in America are experiencing gentrification of certain central city neighborhoods. He states that the initial signs of revival in the 1950s grew in 1960s and by 1970s had caused widespread gentrification that affected most of the older cities in the country. The earlier issues of sustained deterioration acted that occurred in American cities over time shows a historical aspect that influenced the changes in terms of gentrification in the country. The signs of revival that were recorded in the American cities between the 1950s and the 1960s represent the pressures that led to the cities’ gentrifying neighborhoods. Lewis (1979, 23) states, â€Å"History matters to the structure and look of a landscape. We inherit a landscape, which forms the basis for any changes, or developments we subsequently make. Change itself is uneven (historically lumpy).† Lewis clearly shows that history contributes to the manner in which a landscape changes. A landscape cannot just change without an influence. There must be some past issues that influence how a city changes. The history might be desirable or not but either of them influences how a city changes. If the history is desirable, it will contribute to positive change in terms of improvement from the past. However, if the history is undesirable, it will influence the city to change considerably aiming for desirable outcomes. However, this does not mean that the change must be consistent because generally, change is uneven. In Boston, for instance, history has played a major factor in terms of is gentrification. Originally, the city was a forested land.

Importance Of Values Essay Example for Free

Importance Of Values Essay Importance of Values 1. Values are guides for our behaviour. 2. It is signi? cant to our life and the society in general. 3. It gives direc? on to our lives. Its value are clear and consistent. 4. Values tell us the importance of people. What things are desirable and sa? sfying. 5. Values are principle by which individuals are guided on their proper behaviour in a society. 6. Values have something to do with the total forma? on of a person. 7. Value mean whatever is actually prized, esteemed, desired, approved, or enjoyed by anyone at a ? me. 8. Values allow the members of an organiza? on to interact harmoniously. Values a(ect their forma? on and development as individuals, and make it easier to reach goals that would be impossible to achieve individually. 9. Values is being itself or the richness of being in as much as it has power to a+ract the cogni? ve and appe ve poten? als of men. 10. Values refer to the major priori? es that one chooses to act on. 11. Values are seen as growing from a person’s experiences. It is, therefore, expected that di(erent experiences would give rise to di(erent values. Process of Valuing Louis Raths, et al. de? ned value or the process of valuing as having seven aspects and made it clear that unless all the seven are present, then what person has chosen is not a value. Values possess criteria which can be divided into three categories: CHOOSING, PRIZING, and ACTING. Hence: C – Choosing 1. To choose freely 2. To choose from alterna? ves 3. To choose alterna? ves a=er considering the consequences of such alterna? ves. P – Prizing 4. To cherish and be happy with the choice 5. To be willing to a? rm the choice publicly A – Ac? ng 6. To actually do something about the choice 7. To act repeatedly to a? rm the choice publicly. In the area of choice, the value must be chosen freely and he person is totally accountable for the choice he made. The choice must consider the consequences of the alterna? ve evident. Essen? al to the valuing process is that the choice must be acted upon and should become part of the life of the person. Finally, the person must be happy with the choice, a choice that enhances the emo? onal and spiritual development of that individual. Values, therefore, are major priori? es that a person choses to act on, that crea? vely enhances his life and the lives of those with whom he associates. Our live are mo? vated and guided by values. In the words of hall, all of life is worth living when we have sincerely commited ourselves top the realiza? on of our goals. Fr. Jaime Bulatao, a Filipino psychologist in his ar? cle â€Å" The Manilenos Mainspring,† gave four large areas of values from the total ? eld of values: 1. Emo? onal closeness and security in a family. In any society, the home always provides love, understanding, acceptance, a place where, no ma+er how far or how wrongly one has wandered he can always return. The Filipinos are noted for manifes? ng close ? es in the family. As many Filipinos would say, â€Å"There is no place like home. † 2. The authority value. This may be de? ned as â€Å"approval by the authority ? gure and by society. † A part of the Filipino tradi? on is that children may marry only with the consent of parents; even when they elope, the parents are s? ll expected to work for reconcilia? on. Authority ? gures must be respected and obeyed within the limits. Authority ? gures are feared and served with awe, but some? mes are not really loved. One looks at authority ? gures for help in obtaining a job and other bene? ts. 3. Economic and social be? erment. This value o=en refers to a desire to raise the standard of living of one’s family, or of one’s hometown. O=en it is repayment of one’s debt of gra? tude to parents and rela? ves. 4. Pa? ence, su? ering, and endurance. This value has been fused with the religious value since it seems that God is called upon when other means fail. It is associated with women more than with men.

Examining The Important Business Of ERP Implementation Information Technology Essay

Examining The Important Business Of ERP Implementation Information Technology Essay Enterprise resource planning systems, also called enterprise systems (ES) are among the most important business information technologies that emerged during the last decade. While no two industries ERP systems are the same, the basic concept of ERP systems is focused on standardization and synchronization of information, and as a result, improved efficiency. The benefits of ERP systems include Coordinating processes and information Reducing carrying costs Decreasing cycle time, and Improving responsiveness to customer needs The decision to implement an ERP system is not made lightly. It is expensive, and it usually takes eighteen to twenty-four months to implement from the start of the process to when the first function goes live. A complete suite of functions going live can take three to four years, or more. ERP Implementation Without successful implementation of the ERP system, the projected benefits of improved productivity and competitive advantage would not be forthcoming. This creates trade off for decision makers to find causes and to manage the consequences. Literature suggests that adoption and implementation depends upon various factors during the course of initiation to benefits realization. These factors are influential and hence their understanding is critical to success. Critical Success Factors The following table presents 19 CSFs extracted from the literature and their dominant perspectives that are identified as imperative for successful ERP adoption and implementation. For example, Top Management factor is related to the stakeholders; therefore, it should be implemented by focusing on the Stakeholders perspective of ERP. These factors have been arranged in order of their importance in relation to each of the perspectives. ERP Implementation Critical Success Factors ERP Perspectives Critical Success Factors Importance Stakeholders Top management commitment High Project Champion High Execution Team High External advisory support Medium Vendor Partnership Low Total end-user involvement Low Process Business Process Design High Customization approach Medium Performance measurement and control Low Technology Package requirements and selection Medium System Testing Low Organisation Change Management High Effective Communication High Business vision goals and objectives High Training and education Medium Organisational structure and culture Low Project Project Management High Budget-cost parameters Low Time Low Critical Failure Factors ERP has been implemented all over the world by many companies but their high failure rates suggest that understanding and implementing ERP is a challenging task. The following nine factors are found to be critical in the failure of ERP implementations (A. Momoh, R. Roy, E. Shehab, 2010) Excessive customization Dilemma of internal integration Poor understanding of business implications and requirements Lack of change management Poor data quality Misalignment of IT with business Hidden costs Limited training Lack of top management support Challenges in ERP Implementation There may be various reasons for such rejection or unsuccessful conclusion to ERP adoption as discussed below Management may not be clear about the needs and requirement of IT system such as ERP that why and how they are adopting it or whether such a capital investment is needed or not. A mismatch is created because most of the times managers do not understand the integration between their core business, IT processes, and firms positioning; they may not know about the role that IT can play to their organisations. Management of the firm may not know that these new IT systems can bring multiple synergies or benefits to their company. Firms may not have resources like access, skills, capabilities or dynamic capabilities to generate any tangible output from these systems. Globally operating organisations many times use single ERP solution for all its subsidiaries. This can lead to problems in local subsidiaries such as over budget and time resources spending, lack of technical expertise and compromises in business process. Many firms are not able to leverage already implemented ERP systems for exploiting new business opportunities arising with latest market developments. This creates falsehood of ERP being not successful especially to the top management. Primary focus on adoption and implementation often neglects post-implementation maintenance and support from an early stage after roll out in the life cycle. ERP Integration The benefits of an ERP application are limited unless it is seamlessly integrated with other information systems. Organizations face many challenges in ERP integration The challenges of integrating various functional ERP modules The challenge of integration with other e-business software applications The challenge of integration with legacy systems. The success of ERP implementation is the success of ERP integration. Integration of ERP Modules Packaged ERP software consists of many functional modules (production planning, inventory control, financial and HR). Organizations tend to install modules from the same ERP vendors in the initial ERP implementation. Not all companies will purchase all ERP modules from a single ERP vendor (SAP, Oracle, PeopleSoft etc.). The implementation of ERP systems could last many years. The integration of ERP modules could be either the integration of modules from different vendors, or the different versions of the modules from the same vendor. Integration of E-Business Applications E-business practice is the combination of strategies, technologies and processes to electronically coordinate both internal and external business processes, and manage enterprise-wide resources. E-business software systems generally fall into four categories: Enterprise Resource Planning (ERP), Customer Relationship Management (CRM), Supply Chain Management (SCM) and Knowledge Management (KM). To get the most out of ERP systems, ERP should be tightly integrated with other e-business software Supply Chain systems, CRM, knowledge management, B2B exchange and ecommerce storefront on the Internet. Integration with Legacy Systems Over the years, legacy systems have accumulated vast amount of data vital to the survival, operations, and expansion of corporations and non-profit organizations. Integration of ERP systems with legacy systems is more complex than the integration of ERP modules and Integration of e-business Applications. It routinely requires the installation of third-party interface software for the communication between ERP software systems and legacy systems. Second generation ERP systems use relational database management systems (RDBMS) to store enterprise data. Data conversion from legacy systems to RDBMS is a often a time-consuming and tedious process. While most interface software provides API for ERP to access legacy systems, some vendors offer integration module that automates or accelerates the transformation of legacy application logic and data into reusable components with XML, SOAP, J2EE and .NET interfaces. Cost of ERP Implementation According to any accounting method, ERP investments are among the largest single concentrated investments in dollars and human resources in most industrial organisations. An ERP implementation generally has three cost phases Acquisition Implementation, and Post-implementation Acquisition Costs Initial planning and acquisition costs are a real part of ERP implementation costs. Most of these initial costs fall in the area of human resource expenses (people) due to the amount of time key staff must dedicate to carefully analyzing the need for an ERP system, making a decision to pursue the implementation, and then planning for it. Implementation Costs Once the decision is made to implement an ERP system, the development of the implementation budget can begin in earnest. A realistically developed and funded implementation budget that covers all components and aspects of the project ensures as smooth a process as possible and lessens to some degree the stress an ERP implementation places on staff. An appropriate budget will minimize the surprises of unexpected costs and the abrupt search for funds to cover these costs. The following are the major cost components of an ERP system implementation Cost of new hardware: One major cost, usually, is the cost of new hardware, including network infrastructure, database servers, application servers, Web servers, disks, load-balancing switch, and storage and disaster recovery devices. Cost of additional hardware: The more people there are who use the system on a daily basis, the more application servers will be needed. A quick response time requires more application servers, more memory, and a faster processor speed, among other components. To avoid system downtime, redundant database servers are needed to provide automatic backup when one server malfunctions. The cost of additional hardware must be balanced with how much the organization wants the new system to improve client services and business processes. Software licensing costs: Software licensing costs include the ERP vendor software package and any third-party software the organization decides to include as part of the initial implementation. The ERP vendor software includes the functional software for human resources and student records as well as all the software components required to run the new system, including the database, system tools, operating systems, compilers, and network and integration software. Third party software is often purchased to enhance the functionality of the system. Software maintenance cost: The majority of ERP vendors include a software maintenance cost component in their contracts. These maintenance costs generally vary between 18 and 24 percent of the initial licensing cost, depending on the level of maintenance the organisation requires. Software maintenance fees typically cover software patches, new releases, vendor help-desk support, user mailing list servers, and the right to attend a vendors user conference. Hardware maintenance fees: Hardware maintenance fees are similar to software maintenance fees and cover many of the same support services that software maintenance fees cover, for example, vendor help desk, user mailing list servers, and patches and upgrades to operating systems. In addition, organisations should build in hardware replacement costs as part of the ongoing budget. The life cycle for most hardware is three years. Staffing costs: A third significant cost associated with implementing an ERP system is staffing. To fully staff a project an organisation must consider internal staff assigned to the project (some think of internal staff as an indirect budget cost), backfill for these staff positions, and vendor or other outside consultants. The staffing needs of the implementation must be fully understood and proactive approaches to potential staffing problems must be taken. Training Costs: Training project implementation staff on a new system is vital if the new system is to meet the institutions implementation objectives. Vendor consultants usually provide hands-on training for key functional users and technical support staff. The cost of this training is usually included under consultant costs in the budget. Customisation Costs: Customization of vendor software generally adds significant cost to an ERP implementation, and it is a cost that will repeat itself every time there is a new release of the software. Organisations must carefully consider the implications of customizing vendor software. Post Implementation Costs Staffing costs are associated with every patch, fix, new release, or new version of the system. If any modification was made to the underlying code, the code has to be recreated every time a new release or version is installed. As mentioned previously, there are ongoing software costs (such as when a new database is released, upgrades are made to operating systems and networking systems, or new third-party software is installed). Additionally, there are ongoing hardware costs as hardware is upgraded or replaced, and there are yearly hardware and software maintenance fees. Consulting fees continue as new releases and new versions of the software are implemented. Knowledge Management Issues The following table outlines the Main KM issues found in various stages of ERP adoption. Life-cycle Stage KM Issues Agenda formation When the original idea to adopt ERP is accepted, preparations were made to facilitate adoption. Team members with different knowledge backgrounds and expertise faced a challenge to externalize the embrained knowledge within the team. Developing strong internal team bonds during the early phase appeared critical in facilitating knowledge sharing and creation in later phases. Broader awareness was encourages as the wider community needed to be more actively involved during the design and adoption phases. Design Involves understanding ERP and organizational processes and fashioning a mutual fit. Team focused on accessing the embodied and embedded knowledge distributed in the wider organization to capture knowledge. There was a need to build relationships between the team and other BU members to understand the processes and improve chances that the various stakeholders would view the new ERP systems positively. The project team accessed knowledge through developing a more open network structure that facilitated wider information flow. Accessing distributed knowledge that was embodied and embedded across the organization relied on a variety of social networking activities that involved bridging with others across the organization. Implementation Involves configuring the IT system and introducing changes to organizational systems and processes. Main challenge stemmed from need to change users knowledge and encourage them to share knowledge with each other. The team managed to surface and change some of the deeply embedded and encultured collective knowledge through social interactions to remove boundaries between functions. Team integrated knowledge through mapping of information, processes and routines of the legacy systems into the ERP modules with the use of conversion templates. Team managed to encourage users, using a participative policy, to identify tacit knowledge within their work processes through informal discussions and numerous brainstorming sessions. Fostering social relationships among users was found to be crucial to the success of ERP implementation Appropriation ERP system is fully embedded within the organization so that it is accepted as a routine. A knowledge-based hub (CSC) was formed to codify some of the knowledge about ERP system use and encourage the sharing of knowledge and experiences in facilitating the ERP process. Knowledge-enabling structures contributed to the ERP systems in facilitating the development of organization memory and improving structural integration across the organization. The integration of internal and external ERP processes may create new barriers that could hinder future cross-functional knowledge integration unless prior personal relationships are established. Overcoming ERP Implementation Challenges In order to overcome the challenges and objections to ERP implementation, first and foremost, the following aspects of the system need to be carefully considered during implementation Function: The functions of the ERP system should be well defined to cover the companys necessary business functions. It is also important to choose the right software considering whether or not it can support the defined functions as well as its functionality. Subjective norm: All the members in the company should be encouraged to use the ERP system because their use can increase the companys business value and productivity. Output: To make the ERP system more useful, the company should focus more on enhancing the quality of output during its implementation, especially in management and measurement reports. Perceived ease of use: The ERP system should be easy to use. A complex system decreases usefulness, which also make users reluctant to work with. To make the system easier, many researchers recommended that it should be carefully designed to be user friendly, considering screen design, user interface, page layout, help facilities, menus, etc. Result demonstrability: The company should clearly define what positive results can be expected from the use of the ERP system before or during ERP implementation. This action can make the system more useful, and help employers understand why they should use the ERP system. In order to ensure a successful implementation of the ERP system, the following model is proposed Description of Variables in ERP Success Model Variable Explanation Output Quality of the system output including management and performance report Job relevance An individuals perception regarding the degree to which the target system is applicable to his or her job Image The degree to which use of the system is perceived to enhance ones image or status in ones social system Result demonstrability The tangibility of the results of using the system, including their observability and communicability Compatibility Quality of the system in exchanging data with other systems System reliability The degree to which the system ensures the delivery of data to the users Internal support The degree of the companys internal support for the ERP implementation project (top management support, training, and project planning) Function The functionality of the ERP software and its matching with the companys necessary business functions Consultant support The degree to which consultant support helps to make ERP implementation successful Subjective norm The persons perception that most people who are important to him think he should or should not perform the behavior in question Perceived usefulness The degree to which a person believes that using a particular system would enhance his or her job performance Perceived ease of use The degree to which a person believes that using a particular system would be free of effort Intention to use User behavior in intention to use and actual system use ERP benefits The degree of user satisfaction with the ERP system and Individual and organizational impacts from the ERP system Project success/progress The degree to which the implementation project was completed on time, and within the budget as initially planned Project success/quality The degree of the quality of the ERP system and matching the scope of the ERP system with the companys needs