The Emerging Role of Electronic Markets

Internet-based electronic marketplaces leverage information technology to match buyers and sellers with increased effectiveness and lower transaction costs, leading to more efficient, â€Å"friction-free† markets. The Emerging Role of Electronic Marketplaces on the Internet Markets play a central role in the economy, facilitating the Yannis Bakos exchange of information, goods, services, and payments. In the process, they create economic value for buyers, sellers, market intermediaries, and for society at large.Recent years have seen a dramatic increase in the role of information technology in markets, both in traditional markets, and in the emergence of electronic marketplaces, such as the multitude of Internet-based online auctions. Functions of a Market Markets (electronic or otherwise) have three main functions, summarized in Table 1: matching buyers and sellers; facilitating the exchange of information, goods, services and payments associated with market transactions; and providing an institutional infrastructure, such as a legal and regulatory framework, that enables the efficient functioning of the market.In a modern economy, the first two functions are provided by intermediaries, while the institutional infrastructure is typically the province of governments. Internet-based electronic marketplaces leverage information technology to perform these functions with increased effectiveness and reduced transaction costs, resulting in more efficient, â€Å"friction-free† markets. Matching Buyers and Sellers. Markets â€Å"clear† by matching demand and supply. This process of matching buyers’ demand with sellers’ product offerings has three main components: determining Matching uyers and sellers †¢ Determination of product offerings – Product features offered by sellers – Aggregation of different products †¢ Search (of buyers for sellers and of sellers for buyers) – Price and product information à ¢â‚¬â€œ Matching seller offerings with buyer preferences †¢ Price discovery – Process and outcome in determination of prices Facilitation of transactions†¢ Logistics – Delivery of information, good, or service to buyer †¢ Settlement – Transfer of payment to seller †¢ Trust – Credit system, reputations, rating agencies like Consumer Reports and Better Business Bureaus Institutional infrastucture †¢ Legal – Commercial code, contract law, dispute resolution, intellectual property protection †¢ Regulatory – Rules and regulations, monitoring, enforcement Table 1. Functions of a market COMMUNICATIONS OF THE ACM August 1998/Vol. 41, No. 8 35 Establishing a dialogue and a sense of community among customers can create value by enabling the sharing of experiences, problems and solutions, but also allows the collection of important information about individual consumers. product offerings, search, and price discovery. The behavior of buyers, sellers, and intermediaries is motivated by their desire to maximize their private utility. When markets function well, this also leads to an efficient allocation of productive resources. Viewed this way, markets are the engine and steering system of our economy.Markets provide sellers with information about demand that allows them to employ economic inputs such as capital, technology and labor, and develop products with characteristics that match the needs of buyers. Sellers determine a schedule of product offerings that they expect will maximize their profits based on: †¢ information about buyer demand; †¢ the cost of inputs; †¢ the available technology for production and distribution of the information, goods and services purchased by the buyers; and, †¢ the transaction costs of administering production, distribution, and payment. Buyers select their purchases from the available product offerings after considering factors such as price and product characteristics. In obtaining and processing this information, buyers face search costs.These osts include the opportunity cost of time spent searching, as well as associated expenditures such as driving, telephone calls, computer fees, magazine subscriptions, etc. Typically, sellers exploit these search costs by raising their prices, and thus enjoy higher profits. Similarly sellers may face search costs in locating qualified buyers for their products, such as market research, advertising and sales calls. A key function of markets in our economic system is price discovery, which is the process of determining the prices at which demand and supply â€Å"clear† and trade occurs. For certain markets, such as financial markets, this is their primary function.Markets can employ a number of mechanisms for price discovery. 36 August 1998/Vol. 41, No. 8 COMMUNICATIONS OF THE ACM For instance, some financial markets use one or more of the several types of auctions to determine prices, such as the â€Å"call market† auction at the opening of a trading day at the New York Stock Exchange, when bids are accepted up to a certain time and exchange occurs when the market opens. This is the first price that is communicated via the stock market ticker to the market at large, kicking off a day of â€Å"continuous market† trading. Other markets, such as the traditional automobile dealership, employ negotiation between buyers and sellers until a price is reached.In still other markets, such as the typical department store, merchants make firm offers that customers can either take or leave. Facilitation of Transactions. The matching function of a market establishes a bilateral relationship between a buyer and a seller. After a transaction is agreed upon, the product sold must be transported to the buyer (logistics), and payment must be transferred to the seller (settlement). Markets typically incorporate mechanisms for logistics and settlement: when a tr avel agent uses an airline reservations system to book a flight, the system will generate the itinerary and the ticket, and will process a credit card payment.Furthermore, market transactions require the establishment of a certain level of trust, which protects buyers, sellers and intermediaries from the opportunistic behavior of other market participants. For instance, this trust role may include banks issuing letters of credit, credit reporting bureaus, or rating agencies such as Consumer Reports and Better Business Bureaus, which keep track of product information and seller reputations, and thus discourage opportunistic behavior. Finally, markets provide the physical infrastructure that allows transactions between the buyers and the sellers to take place. This includes real assets such as physical structures and trading floors, computers and communication networks, and transportation systems. Institutional Infrastructure.The institutional infrastructure specifies the laws, rules and regulations that govern market transactions, such as issues related to contract law, dispute resolution, and intellectual property protection, and provides mechanisms for their enforcement. In addition, the dynamics of electronic markets may raise certain antitrust issues. For example, there are large economies of scale in distribution, as a single online retailer or intermediary can serve a very large market. There are also potential demand-side economies of scale in payment mechanisms and software. These may lead to a winner-takeall market structure [1] with one or a few firms dominating the market. Purchasing a new home – Research city and neighborhood – Find a house – Inspections, title research, appraisals, contracts – Get a mortgage – Moving services – Decorators, furniture, etc. †¢ Planning a vacation – Research destination – Arrange accommodations and travel – Purchase maps, books, information – C heck out weather, items to take †¢ Purchasing a car – Research make and model – Select a dealer – Get a loan or arrange a lease – Purchase insurance Table 2. Components of consumer processes and transaction/distribution cost How the Internet Affects Markets Electronic marketplaces, especially Internet-based markets, are having a major impact on the roles of markets discussed previously [2, 12]. Product Offerings.Two major emerging trends distinguish products in electronic marketplaces from their traditional counterparts: increased personalization and customization of product offerings, and the aggregation and disaggregation of information-based product components to match customer needs and to support new pricing strategies. Electronic marketplaces support personalization and customization in two ways: †¢ Consumer tracking technology allows the identification of individual buyers; information about these buyers, such as relevant demographics, co nsumer profiles, or comparison with the known preferences of similar consumers, can be used to discover or estimate their specific preferences. Information-rich products lend themselves to cost-effective customization; for instance, delivering an electronic newspaper tailored to the interests of an individual reader need not be more costly than delivering the same copy to all subscribers. Current personalization and customization technologies use either rule-based systems like Broadvision (www. broadvision. com) that draw upon sets of expert rules, or collaborative filtering systems like the Firefly Network (www. firefly. net) that utilize the feedback and experiences of consumers with a profile of likes and dislikes similar to the targeted buyer. This allows the practice of â€Å"one-to-one marketing,† which is based on understanding individual consumers.For instance, establishing a dialogue and a sense of community among customers can create value by enabling the sharing of experiences, problems and solutions, but also allows the collection of important information about individual consumers. The ultimate objective is to provide customized services according to individual preferences, whether expressed or inferred. Increased selling effectiveness comes from being able to design appropriate products to address the needs of individual consumers, and from being able to identify the moment when a customer’s purchasing decision is most likely to occur and to be prepared for that moment, one step ahead of the competition. When determining their product mix, sellers must decide which product components or features will be included in each product offering.For example, the developer of an operating system must decide which features to implement, and whether they will be marketed and priced individually or in a single bundle. These decisions are driven by the relative cost of different product bundles, which includes the following types of costs: †¢ Production cost: the cost of producing additional units for inclusion in the bundle, including storage, processing, and communications costs incurred in the process. †¢ Transaction and distribution cost: the cost of distributing a bundle of goods and administering the related transactions, such as arranging for payment. †¢ Binding cost: the cost of binding the component goods together for distribution as a bundle, such as formatting changes necessary to include news stories from wire services in a newspaper bundle. Menu cost: the cost of administering multiple prices. If a mixed bundling strategy is pursued, where the available components are offered in different combinations, then a set of n goods may require as many as 2n prices (one for each subset of one or more goods). COMMUNICATIONS OF THE ACM August 1998/Vol. 41, No. 8 37 c Marginal Costs Mean Valuation c0 Marginal production, distribution, and transactions are high enough to make both bundled and unbundled Unbund led sales dominate sales unprofitable bundling Bundling is more profitable than unbundled sales Distribution Costs d Figure 1. Phase diagram for bundling and unbundling strategies as a function of marginal costInternet marketplaces are changing the constraints imposed by these costs and thus are fostering new types of intermediaries that create value by aggregating services and products that traditionally were offered by separate industries. For instance, Table 2 shows the components of three processes that generate value for consumers. In traditional markets, these components are provided by separate industries. A consumer in the market for a new car might select a make and model based on the experience collected from test drives, research from auto magazines and Consumer Reports, and recommendations from friends. She would then agree on price, order the vehicle, and take delivery through a car dealer, arrange financing through a bank, and purchase insurance from an insurance compa ny.By dramatically lowering the transaction, distribution and binding costs, the Internet has allowed intermediaries such as Auto-byTel (www. auto-by-tel. com) or Microsoft’s Carpoint (www. carpoint. com) to offer all of these products and services, with the exception of an actual test drive. Similar intermediaries are emerging in other areas, such as the Travelocity (www. travelocity. com) and Microsoft’s Expedia (www. expedia. com) travel services aggregators, or Microsoft’s Boardwalk Web site that will aggregate products and services related to real estate transactions. The Case of Information Goods. Digital information goods, such as news articles, digital images or music, allow perfect copies to be created and distributed almost without cost via the Internet.The Internet is thus precipitating a dramatic reduction in the marginal costs of production and distribution for these goods, while micropayment technologies are reducing the transaction costs for their commercial exchange. Bakos and Brynjolfsson [6] point out that this creates new opportunities for repackaging content through strategies such as bundling, site licensing, subscriptions, rentals, differential pricing and per-use fees. All of these schemes can be thought Figure 2. ComputerESP price comparison engine 38 August 1998/Vol. 41, No. 8 COMMUNICATIONS OF THE ACM of as either aggregating or disaggregating information goods along some dimension.For instance, aggregation can take place across products, as when software programs are bundled for sale in a software suite or when access to various content of an online service is provided for a fixed fee. Aggregation can also take place across consumers, as with the provision of a site license to multiple users for a fixed fee, or over time, as with subscriptions. Many information goods have been bundled solely to save on transaction, distribution and menu costs, yet these costs are much lower on the Internet. Thus software and othe r types of content may be increasingly disaggregated and metered, as on-demand software applets or as individual news stories and stock quotes.Independent of the cost considerations mentioned previously, Bakos and Brynjolfsson [6] show that aggregation of arge numbers of information goods can be a powerful strategy that results in higher profits for sellers as well as a socially desirable wider distribution of the goods. This is due to the ability of aggregation to change the shape of the demand curve faced by the sellers to one that is easier to exploit. Aggregation can be a surprisingly profitable strategy when marginal production costs are low and consumers are homogeneous. Bakos and Brynjolfsson’s analysis provides a framework to understand the emergence of intermediaries that aggregate online content, such as America Online and Yahoo! , as well as the increasing use of subscription pricing in the sale of information goods by companies such as Netscape, Dow-Jones, or Reut ers.Figure 1 graphically summarizes this discussion and depicts the impact of marginal cost c and distribution/transaction cost d on the desirability of bundling large numbers of information goods. Search. Electronic marketplaces lower the buyers’ cost to obtain information about the price and product features of seller offerings as well as the sellers’ cost to communicate information about their prices and product characteristics. For instance, a buyer in the market for a 400MHz Pentium II microprocessor can easily compare the prices of different sellers by using a specialized search engine like Pricewatch (www. pricewatch. com) or ComputerESP (www. computeresp. com), as shown in Figure 2.Similarly, links to manufacturers’ Web sites can be used to obtain detailed information about the product features of different laptop computers. By lowering buyers’ search costs, electronic markets increase economic efficiency. Not only do buyers incur lower costs even after considering more product offerings, they also benefit from being able to identify and purchase products that better match their needs. Several Internet-based technologies assist buyers’ searching: multimedia, high bandwidth, and rating sites provide more product information. Search engines help buyers identify appropriate seller offerings. The search engines can be hierarchical directories (like Yahoo! , generic tools (like AltaVista in early 1998), or specialized tools that work best in the context of specific markets (such as Pricewatch and ComputerESP for computers and peripherals, or Expedia and Travelocity for airline tickets and other travel products).Intelligent agents such as Bargainfinder (bf. cstar. ac. com/bf) or Jango (www. jango. com) have been developed to scout the Web and compare product offerings by price or features on the behalf of the buyers. These technologies keep lowering buyers’ search costs. The lower search costs enable new markets to e merge. For example, low buyer search costs and global reach allowed Onsale. com (www. onsale. om) to create markets in goods like secondhand cameras; otherwise the search costs would be too high to enable potential buyers and sellers to find each other in a conventional market. Several other intermediaries are emerging to facilitate the process of matching buyers and sellers. Among many others they include Yahoo! , Pricewatch, Netbot’s Jango, and several other search engines, Web directories and shopping agents. They also include providers for product information (e. g. , CNet, trade magazines), recommendations and personalization (e. g. , Firefly Network), and information about sellers such as Bizrate. Price Discovery. Electronic marketplaces enable new types of price discovery to be employed in different markets.For example, some airlines auction last-minute unsold seats to the highest bidders, and Web-based auctions at Onsale. com have created for consumer goods markets th at function like the financial markets. Intermediaries such as Priceline (www. priceline. com) allow buyers to specify product requirements and the amount they’re willing to pay, and then make corresponding offers to the participating sellers, reversing the traditional functioning of retail markets. Finally, agents such as Kasbah (ecommerce. media. mit. edu/kasbah) and Tete-a-Tete (ecommerce. media. mit. edu/tete-a-tete) that can negotiate purchases on behalf of buyers and sellers, may restructure the price discovery process in Internet marketplaces [11].The ability to customize products, combined with the ability of sellers to access substantial information about prospective buyers, such as demographics, preferences and past shopping behavior, is greatly improving sellers’ ability to price discriminate—that COMMUNICATIONS OF THE ACM August 1998/Vol. 41, No. 8 39 is, to charge different prices for different buyers. Price discrimination is a powerful tool that al lows sellers to increase their profits, and reduces the consumer surplus enjoyed by buyers. On the other hand, price discrimination enables sellers to service buyers who would otherwise be priced out of the market, an outcome that increases economic efficiency.These new types of price discovery, such as the ability of buyers to make offers and the ability to conduct electronic negotiations between buyer and seller agents, are changing the â€Å"microstructure† of consumer markets. Finance theory has shown that market microstructure affects both the efficiency of markets and the bargaining power of their participants. The increasing importance of electronic commerce emphasizes the need to carry this type of research analysis to electronic marMarkketplaces. It is unclear who the beneficiaup ries of this process will be. The ability to r implement different price discovery mechanisms may result in more efficient marr/2 kets, thus benefiting buyers and hurting inefficient sellers . As menu costs decrease, sellers will move away from fixed pricing, and more prices will become negotiable [7].While savvy buyers may benefit, the 0 ability to negotiate prices may not be pleasant or result in a good deal, as many visitors to auto dealerships have discovered. Furthermore, when sellers are better informed, they are likely to increase their profits by charging different prices to different buyers. Economic theory predicts that buyers with more bargaining power, typically the more affluent ones, will fare better in this situation. Facilitation. The cost of logistics—the process of transporting products from the seller to the buyer— has been estimated at more than 10% of the GNP [8]. Electronic marketplaces improve information sharing between buyers and sellers, helping lower the cost of logistics and promoting quick, just-intime deliveries and reduced inventories.The distribution of information goods such as newspapers, music, videos and software, is lik ely to be completely transformed, as the information infrastructure will replace physical distribution systems. Sellers in Internet marketplaces are typically responsible for delivery to their customers, and increasingly contract with third-party providers for direct delivery from the manufacturer to the final consumer, reducing costs and time-to-delivery. Thus, direct sellers like Dell Computer are squeezing out traditional intermediaries such as wholesalers and distributors, while delivery providers such as FedEx and 40 August 1998/Vol. 41, No. 8 COMMUNICATIONS OF THE ACMUPS are emerging as major Internet intermediaries, because of their logistics expertise and their economies of scale in distribution. Electronic payment systems will further lower transaction costs in Internet marketplaces, and micropayment systems will lower the cost of small transactions, enabling new pricing strategies such as the metering of software use. As face-to-face marketplaces are replaced by electronic ones, there is increasing need to protect market participants from opportunistic behavior. Technologies such as public key cryptography can provide security and authentication of transactions, while intermediaries like Bizrate (www. bizrate. om) will use information from consumers to keep track of merchants’ reputaAs search costs fall from very high to moderate, new markets emerge, and both sellers and buyers benefit. However, if search costs continue to fall, market prices fall and sellers are made worse off, while buyers benefit from the lower prices and their improved ability to find products that fit their needs. r 2/4t r 2/t market breakdown buyer search cost Figure 3. The impact of buyer search costs in a differentiated market tions.Credit bureaus and credit card companies will provide credit information or guarantee payment for consumers. Finally, intermediaries like Verisign (www. verisign. om) are emerging as â€Å"certificate authorities† that match legal id entities to the possession of cryptographic keys—a public key infrastructure. Internet Marketplaces and Competition Impact of Lower Search Costs. The ability of Internet marketplaces to reduce search costs for price and product information may significantly affect competition. Bakos [4, 5] shows that lower buyer search costs in electronic marketplaces promote price competition among sellers. This effect will be most dramatic in commodity markets, where intensive price competition can eliminate all seller profits. It will also be significant in markets where products are differentiated, reducing the monopoly power enjoyed by sellers, and leading to lower prices and seller profits.Figure 3 shows the equilibrium prices for a differentiated good with zero marginal cost, which The dynamics of friction-free markets are not attractive for sellers that had previously depended on geography or customer ignorance to insulate them from the low-cost sellers in the market. consumers value at r and has a degree of differentiation t. As search costs fall from very high to moderate, new markets emerge, and both sellers and buyers benefit. However, if search costs continue to fall, sellers are made worse off since buyers can more easily find the lowest-cost seller, while buyers benefit from the lower prices and their improved ability to find products that fit their needs.The dynamics of friction-free markets are not attractive for sellers that had previously depended on geography or customer ignorance to insulate them from the low-cost sellers in the market. As geography becomes less important, new sources of product differentiation, such as customized features or service or innovation, will become more important, at least for those sellers who don’t have the lowest cost of production. Also, like an arms race in which both sides develop increasingly powerful weapons, sellers can exploit the reduction in menu costs to compensate for the lower search costs in electr onic marketplaces. Specifically, sellers can make it difficult to compare the price of alternative product offerings, and they can attempt to collect information about buyers that allows more effective price discrimination.Airlines, for example, have implemented extremely complicated and ever-changing fare structures, flight restrictions, and ticket availability, sometimes offering hundreds of fares for travel between certain pairs of destinations. It is also interesting to note that when informational inefficiencies prevail, a large number of sellers does not necessarily result in a competitive and efficient market. If search costs are high, individual sellers do not have a strong incentive to lower their prices because few buyers would discover them. As the number of sellers increases, it becomes more difficult for buyers to locate discounters, and thus the market may become more monopolistic as the number of sellers increases!This behavior is likely in certain markets with little or no advertising, such as some markets for professional legal and medical ser- ices. Internet marketplaces could provide price cutters with the means to reach a larger fraction of the buyers, and thus undermine the monopolistic nature of these markets. While there is much speculation about the effect that electronic marketplaces have on prices, thus far there has been little systematic analysis. One exploratory study by Bailey and Brynjolfsson [3] did not find much evidence that prices on the Internet were lower than prices for the same goods sold via traditional retail channels. Their analysis was based on data from 52 Internet and conventional retailers for 337 distinct titles of books, music compact discs, and software.Bailey and Brynjolfsson provide several possible explanations for their unexpected findings, including the possibility that searching on the Internet during the sample period was not as easy as is sometimes assumed, that the demographics of the typical Internet u ser encouraged a higher price equilibrium, that many of the Internet retailers were still experimenting with pricing strategies, and that Internet retailers were differentiating their products (for example, via delivery options or customized recommendations). Clearly, more empirical research is needed in this area. Increasing Differentiation and Lowering the Cost of Product Information. A higher degree of product differentiation leads to an increase in seller profits, which may partially or completely offset the decrease caused by lower search costs. Sellers in electronic markets will thus want increasingly to differentiate their products, possibly utilizing the personalization and customization technologies discussed earlier.Buyers in a differentiated market face two types of search costs: the cost of obtaining price information and the cost of obtaining information about the product characteristics of a seller’s offering. If sellers can control the type of electronic market introduced, they should favor a system emphasizing product information rather than price-shopping. COMMUNICATIONS OF THE ACM August 1998/Vol. 41, No. 8 41 A key variable for such a system is the cost of product information relative to the cost of price information about the product. For instance, an electronic marketplace designed to promote priceshopping makes it easy to compare price information, but might still require a higher-cost inquiry (such as a visit) to obtain detailed product information.For example, a buyer looking for a computer monitor on the Internet can easily compare prices from a large number of sellers, but then must obtain and evaluate the monitors’ specifications, assess the sellers’ reputations and return policies, and ideally locate a display model at a showroom or at a colleague’s office. By contrast, an electronic marketplace can be designed to promote competition based on product features. For example, high-quality multimedia product descriptions in standardized formats could help identify product offerings matching the buyer’s preferences, while price information could be left out of these descriptions or could be obscured by offering a large number of prices and making it difficult for the buyers to figure out which price actually applies. tained as electronic intermediaries gain a significant market share. Instead, the physical experience component might be unbundled to a physical intermediary.Auto-by-Tel, for example, may pay a fee to the intermediary where the test drive took place, a service that could be provided by a traditional dealership, but also by a specialized showroom or a car rental company. Internet-based electronic marketplaces are still at a formative stage, and it is hard to fully predict their impact on the structure of markets. However it is becoming clear that they will promote greater economic efficiency, and help sustain economic growth. In the process, they are creating major tra nsformations, full of strategic opportunities for intermediaries ready to compete by adding value for buyers and sellers rather than by exploiting information asymmetries.  References 1. Arthur, B. Increasing returns and the new world of business. Harvard Business Rev. , (July–Aug. 1996), 100–109. 2. Bailey, J. and Bakos, Y. An exploratory study of the emerging role of electronic intermediaries. International J. Electronic Commerce 1, 3 (Spring 1997).3. Bailey, J. and Brynjolfsson, E. In search of friction-free markets: An exploratory analysis of prices for books, CDs and software sold on the Internet. In Proceedings of the 25th Telecommunications Policy Research Conference (Alexandria, VA, Sept. 1997). www. stern. nyu. edu/~bakos/big. pdf.

The Job Description of A Budgeting Manager

One of the most important functions that budgeting accounts for is the planning function1. We will be arguing for the importance of the planning function in the overall budgeting activity and will be arguing for the many ways the budgeting planning function is coordinating with the company's strategic planning. First of all, the planning function in terms of budgeting refers to the planning activities that the company, starting with the financial department, needs to (1) determine what the company's long-term strategy is, (2) determine what projects bring most added value to the company and (3) determine what priority these projects should have. Let's refer to each of these steps in part and determine how they impact the budgeting strategy of a company. The long-term strategy for a company is essential in determining the overall objective of a company. For the long run, this may be increasing the volume of sales or increasing the market share or promoting the company's image. In any case, these differ in terms of the projects they will imply and the ways they will be affecting the budgeting strategy. For example, increasing sales will perhaps only include increasing spending on advertising and the promotion budget, while promoting the company's image may include costly promotion campaigns that will have a significant impact on the company's budgeting management. The second issue is a project portfolio management issue. The economic theory tells us that the resources are always limited, while the needs are not. Applied in this particular case, this means that we are always likely to have a greater number of projects we will wish to perform than the financial resources the company will have at a certain point. This is where the selection issue, corroborated with the budgeting strategy comes in the game. The top management, working with the financial department, will need to establish which are the projects that bring highest added-value to the company and spend the company's budget on those alone. The selection phase can only come hand in hand with a proper planning of the budgeting activity. On one hand, we have the projects the company wishes to perform, on the other, we have the budgeting restrictions. In terms of budgeting planning, the company and the top management needs to ensure that projects deriving from the current selection will also have sources of financing. An example will properly elucidate this perspective. We will simply take a software project. In the beginning, the primordial activities refer to selecting the working team and creating a project on which work will be done (following the customer's requirements). On the other hand, while the initial part of the project is strictly related to the programming stage, one mustn't ignore the fact that, after the project is completed, a tester also needs to be hired in order to test the project's performances. This means that the initial budgeting scheme will need to be created so as to include several other subsequent factors, factors that are likely to appear at a certain time in the future. Finally, the third phase of the selection phase, correlated with the budgeting procedures, involves deciding on the projects' priority. This is basically an issue of deciding which of the projects bring added value to the company and to the company's activities. This means that planning your budgeting policy also needs to consider the future plans in the company. If the company will want to develop different areas into the future, then the budgeting campaign needs to be designed so as to cover any future needs of the company. This is practically what the planning function in terms of budgeting refers to. The argumentation we have previously presented practically comes forth so as to demonstrate the close connection existing between budgeting and budget planning and the company's overall planning strategies. Indeed, the budgeting policies serve to help the company fulfill its long-term plans and projects, as well as short-termed ones. In this sense, the company planning strategy needs to be fully correlated with the budgeting planning, otherwise there will be no financial support for those plans. Among the management functions we already know about we can also include the budgeting function because, in my opinion, all the others cannot properly function without it. You cannot have a successful planning or organizing within a company without correlating these with the budgeting function, in order to obtain the realistic backup of any project. Budgeting and planning go, in this sense, hand in hand, and you cannot really have one without the other in the company.

Nternational Marketing and Marketing Research

International Marketing and Marketing Research Compare the advertising campaigns (message, media, target audience†¦ )which company may use a) to launch new product b) to support a long established product whose sales are slowly declining Introduction Due to new challenges which business organisations encounter in ever changing environment, the present marketing must focus on much more than creating new products or services. It is vital to price them attractively and make them available to increasing demands of customers at place where they require them.However, an ffective marketing mix can be only successful only if all it parts take place One of the core aims of firms' marketing departments nowadays is to give emphasis to communication with their customers. The communication is based on understanding people's needs. The mission of marketing specialist is to create and design an unique sales promotion. Marketing communications is part of marketing mix. An important goal of adve rtising is to influence customers' choices and buying decisions, which will lead to accomplishment of marketing plans of the firm.Advertising has to be visible, clear, and easy to take in. Also, it has to identify the advertiser and their products or services. Marketers bring into play different advertising campaigns. during the ptoduct life cycle, product go through four different stages: introduction stage, growth stage, mature stage and declining stage. When the product is introduced for the first time in the market place, advertisement is aggressive; companies employ many means of direct and indirect marketing to promote it.Mass media are used since there is only little knowledge about this product among customers. Introducing new consumer goods is so-called informative advertising. Its main objective is to build a primary demand. A strategic aim firms follow when promoting the product for the first time is to inform potential buyers about it and highlight its features which dis tinguish it from competitors. Furthermore, this will create awareness about the product and influence consumers' perception. It also helps to build the firm's brand.In contrast, an advertisement of a new product is completely different from an advertisement of already established product, which has declining sales. Usually, these are products, which consumers have already known or used them and at some oint the sales curve start to decline. In this case, the promotion and advertising have marvellous impact to turn sales in opposite way. For example, the company offers some extra services. Furthermore, certain products can be offer with a complimentary product or discounts can take place. Price and non-price competition should be used at this point to keep the product at the market.When the sales are declining the main aim of marketing advertising strategy is to remind consumers of the product or service. The campaign in this case is trying to boost sales and profits. Advertising cam paigns vary. Firms can use a means of below and above the line marketing. below the line marketing include direct means of communication, most commonly direct mail and e-mail, often using highly targeted lists of names to maximize response rates and above the line embrace advertising such as television, cinema, radio, print, and Out-of-home to promote brands or convey a specific offer.Literature review Advertising is non personal form of communication, presentation and promotion of consumer goods, which will lead to increasing the sales. The information about certain organization and its products is conveyed to potential buyers through mass edia, such as television, radio, newspapers, magazines, direct mail, public transport, outdoor displays, catalogues, internet. (Dibb, 2009) The main purpose of advertising is to inform or persuade members of particular audience about new products which will enter the market , or for the existence of promotions which will be appropriate for some c ostumers.On the other hand , the main use of advertising embrace the promotion ot products or an organization in order to awareness among target consumer segment. The most important sides of advertisement are stimulation of demand, off settings of rivals' advertising strategy, and to support elling drives. (Dibb, 2009) Also, advertising marketing strategy has to notify and educate a certain target market about a brand and its heightened marketing mix or product benefits(Dibb, 2009). Due to these facts, the general idea of all advertising campaigns is to enhance consumption of consumer goods.Identifying the target market The target market is a specific group of people within the market at which the advertising message will be convoyed through the mass media. The target market or audience can be created from people from the same gender, age group, or based on other common features. Researchers attempt to understand the needs of certain target audience and this will lead to creating of marketing message that will make consumers to respond. The consumer feedback plays an important role in designing an advertising campaign.Advertising budget The most difficult marketing decision is how much a company should spend on advertising. According to Kotler(2001), advertising budget usually is influenced by different stages of product life cycle. A product first appearance in the market place usually need higher advertising budget. The company in that stage has to emphasize n building awareness and to gain target consumers. Market shares also affect the budget, expanding the market share require higher advertising cost, on the other hand low share brands often have high advertising spending, which aim to increase sales.Rivals have the main point when a company sets its advertising budget. Developing advertising strategy Consisting of successful advertising strategy depends on advertising message and selecting media. In advertising, different creative strategies are used in order to obtain consumer attention and provoke shoppers to purchase or use a specific product. Advertisers use different ways of thinking to create catchy slogans that capture consumers' attention. Creative strategies promote publicity, public relations, personal selling and sales promotion.

Illiteracy Essay Example | Topics and Well Written Essays - 1500 words

Illiteracy - Essay Example The U.S. does not have this capability which many have argued has led to a great increase in the levels of illiteracy in the country. According to a US government report, The State of Literacy in America, released in 1998 by the National Institute for Literacy (NIL) (cited in Roberts, 1998), there has been a significant growth in illiteracy in America. â€Å"Over 90 million US adults, nearly one out of two, are functionally illiterate or near illiterate, without the minimum skills required in a modern society† (Roberts, 1998). Many experts have blamed this failing on an educational system that focuses almost exclusively upon a sight-based reading program that has proven to be ineffective for the majority of learners (Hoerl, 1997). Not surprisingly, there is a very high rate of illiteracy among children and young adults in the juvenile justice system according to a study revealed in the book Retarding America the Imprisonment of Potential. It has been shown that these kids who learn to read while incarcerated have a strikingly lower recidivism rate than those who do not. Despite these findings, the majority of juvenile and adult prisons, as well as many schools and adult assistance institutions, teach the sight-based reading system (Brunner, 1993). Unquestionably, the debate regarding reading education methods have brought about emotional responses from all those affected for over a century. Why Johnny Can’t Read, written by Rudolph Flesch in 1955, sparked a nationwide discussion. Flesch suggested that practically all reading problems experienced by children in the U.S. were caused from educators and publishers who had banned together in an effort to deny phonics instruction. Following the publication of Learning to Read: The Great Debate (Chall, 1967), an evaluation of all published research to date on the effects of various approaches to beginning

Catholic Papacy Essay Example | Topics and Well Written Essays - 1250 words

Catholic Papacy - Essay Example Peter to be the rock on which the Church would be built and St. Peter was martyred in Rome and thus making Rome the very symbol where Catholicism was focussed. The first century saw St. Peter as the first pope and since then, the continued line of popes goes on unabated, some of them obscure, some unknown to history, some ineffective, some power hungry to the extent of shaming the princes and a few, real serene father figures. In the beginning, it was a period of fighting for religion, being condemned, and persecuted and even being killed. The spirit of Christianity and its doctrines were yet to be established as nothing much had been done in that direction during the short life span of Christ. To the followers, everything was new guesswork and there was a dire necessity of creating principles and doctrines, much needed for any organised religion. Most of the initial popes quietly melted into the pot of history without being mentioned much. We come to know that Miltiades (311 - 314) held an open Council in Rome's Lateran Palace and was instructed to do so by the Emperor himself thus marking the beginning of interaction between Church and State. This interaction created many problems in later centuries and brought more difficulties than good. Before the roman church attained prominence worship was told to be conducted in houses rather secretly dreading persecution against the new religion. Emperor Constantine established three very important churches in Rome, making it obvious that the royal accent is granted to Christianity, especially so, because of the cathedral, now St. John Lateran, next to the emperor's Lateran palace while the other two in honour of two martyrs, Peter and Paul. Leo the Great (440 - 461) was the first Pope to wield certain powers and had an undisturbed reign of 21 years and was an admired and very effective pope who could control heretics and lay down role regulations to his successors. Hen defined Catholic Orthodoxy in the form of Tome and said it was Jesus' wish that Pope had to control other bishops and this wish was passed on to St. Peter by Jesus through the 'Power of Keys'. This worked well and was accepted by the other bishops and Christianity came under one papal umbrella and was honoured under the dictum: 'I will give you the keys of the kingdom of Heaven. What you forbid on earth shall be forbidden in heaven, and what you allow on earth shall be allowed in heaven." In 410 came the sack of Rome by Alaric and his Visigoths while Emperor Honorius and Pope Innocent I were at Ravenna. Buildings were not destroyed and Alaric was happy with the booty. Huns, Vandals and Visigoths continued to undermine the royal power and slowly the power diminished giving an opportunity to Ambrose in Milan to almost control the imperial authority. In 452, Attila the Hun was the biggest threat to Christianity and Papacy and Gaiseric the Vandal was not far behind. Leo had to take diplomatic steps to negotiate with both and to some extent achieving a deal, papacy has now clearly stepped into the political arena. Gregory the Great (590 - 604) was another milestone in the development of papal power and authority. In 592, he accepted the papal responsibility for Rome while facing Lombards and persuaded them by agreeing to pay an annual sum. "Rome's relations with the Lombards were

Death Penalty Outline Coursework Example | Topics and Well Written Essays - 250 words

Death Penalty Outline - Coursework Example by Sangiorgio will help in understanding how death penalty violates human rights standards, and how numerous states have started shifting away from this sentence. Death penalty is cruel and unfair based on race and ethnicity. Schweizer (2013) argues that capital punishment is unfair especially to the black people who live in the United States. Courts also pronounce this sentence based on the resources and benefits that they get from the plaintiff or the defendant. The article by schweizer (2013) will help in analyzing the cruelty and unfairness of capital punishment. Capital punishment wastes time, energy, and finances. Courts have to spend a lot of time and money while implementing death penalty. These resources would have been used in preventing crimes that are punished through death penalty. McLaughlin (2014) will help the research in understanding how death penalty wastes resources. Capital punishment prevents defendants from enjoying the due process of the law. Since new laws are created every day, defendants should be allowed to benefit from the upcoming laws instead of taking away their lives. An article by Sarver (2013) will help in understanding how death penalty prevents victims from enjoying the due process of

A Contemporary Study of the Relationship between CEO Duality and Dissertation

A Contemporary Study of the Relationship between CEO Duality and Organizational Performance - Dissertation Example This means that the companies which have unity of command, i.e. the same individual is charged with the responsibility of CEO and chairman of the board, perform financially at a lower level. However, these findings and conclusions are representative of the companies operating in Kuwait only, and keeping in view the prominence of family owned and managed companies in Kuwait, the trend of duality is on the larger side. In other countries, this trend may change or there may be no duality at all, and therefore the projection of these findings and conclusion is invalid for such regions.Board duality is a situation where one individual holds both positions of Chairperson and CEO (Kwok 1998). This is a phenomenon that has been commonly observed in countries with weaker regulatory and accounting frameworks. Various studies have been conducted throughout the world regarding differences in duality within boards of directors and the impact on company performance. Company shareholders have assis ted with these studies in order to improve understanding and the relationship between board duality and company performance. Duality in board structure is relevant to corporate governance, and it includes a wide range of disciplines, such as international affairs, economic laws and political science. Duality in the boards of the listed companies in Kuwait and the performance of these companies has become questionable because of the dual function in leadership. There are many reasons behind this research. However, the foremost purpose of conducting the research is that corporate governance is a relatively new subject in Kuwait and few people are aware of its company laws and legislation. Another reason is that the issue of duality is not specified in the legislation of corporate governance (Rechner and Dalton 1991). For example, Kuwaiti company law does not specify whether the CEO of the company can also serve as the chairperson. The dual role of CEO/chairperson creates a problem bec ause it can affect the company’s disclosure. A chairperson who is also acting as the CEO has the liberty and power to conceal from shareholders any information that could damage the standing of the firm. This is a very important issue which has not been addressed before. The aim of this research is to resolve this problem (Al-Sultan and Al-Shammari 2010). A compounding problem is that families run most of the companies in Kuwait. Therefore, it is very difficult to remove dual functioning from these companies, and the dual role of the company’s owner can negatively affect the firm (Omran, Bolbol and Fatheldin 2008). Some studies have shown that a positive relationship exists between duality and its impact on company performance. Corporate governance

Healthcare Ethics and Law Essay Example | Topics and Well Written Essays - 2000 words

Healthcare Ethics and Law - Essay Example In addition, medical profession has defined its standards of accountability through a formal code of Ethics. Legal challenges and court decisions can seriously affect a medical professional's future. Thus, patient's perceptions of health care, particularly disagreements and researches of various kinds with medical professionals have caught the attention of every one since 1980s in Great Britain. These disagreements have turned often into legal complaints (Ellen Annandale 1998). These disagreements turned legal complaints lead to long medical litigations. In UK, the Court usually award three types of damages for such litigations.1.Compensatory damages - for an injured plaintiff's economic losses, costs of health care and lost wages. 2.Compensatory damages - for non-economic losses including pain, suffering associated to injury and 3.Punitive damages - in cases where a defendant has been found to have acted in a willful fashion, demonstrating negligence with no regard for the patient's well being. Thus, punitive damages aim to punish the defendants and are very damaging to the medical professionals. Medical malpractice law is part of tort, or personal injury law. The standard used to evaluate whether the breach in question rises to the level of negligence is called 'medical custom'. Medical custom is the quality of care expected of a medical professional. This custom is primarily based on the testimony of experts in the medical profession and practice guidelines. There has been a shift in recent years from the custom towards a more independent determination by the court. Unlike health care facilities that are well placed under the risk coverage through insurance, medical professionals are not covered for such litigation risks (Brennan.T 2004). Although, medical malpractice system functions theoretically well, the actual operation of the system is much more complicated. Evolution of Malpractice litigation in UK: Despite a series of medical litigations in the nineteenth century, suing medical professionals was not so easy until the later part of this century. Rights for advance directives, doctrines such as informed consent have created a new approach to medical litigations. The increase in frequency of medical litigations can be attributed to five main factors: 1.Greater public awareness of medical errors; 2.Loss of confidence in health care delivery system: 3.Technological advancement.4.Increased expectations of medical care and 5.Reduced interest of the plaintiff in accepting compensations outside the preview of the jury due to higher compensation chances through jury. (Brennan.T, 2004). The medical practice is liable for six kinds of legal authority, viz, 'The federal or central law', 'The law of the state', The international code of physicians', 'Institutional rules and regulations', 'Standing orders of the chief' and 'Precedent court decisions' (Zwemer, 1995). There are certain areas in medical practice, which have important legal implications called legal hazards. On account of the above-discussed factors, there has been a departure from traditional approach to management of disputes between the medical professionals and patient. The important approaches in medical care today include

Career Assessment Plan Essay Example | Topics and Well Written Essays - 1000 words

Career Assessment Plan - Essay Example Besides this would help me to be competitive in my work and in ensuring that I can carry out any duty assigned to me with a lot of ease and with very minimal consultation and supervision at all levels. All in all, offering such assistance to my country has been of my major interest form the early times of my life. In this paper is a description of my dreams, long term and short term, knowledge base and skills that will enable me to achieve these dreams in the times to come and to satisfy my passion as an American criminal detector and justice administrator. Knowledge, skills, and abilities you possessed Educational qualification I have gained relevant knowledge related to my field of interest, which is criminal justice and administration. My areas of study have been in line with my area of interest to ensure that I develop my skills in criminal justice and administration in order for me to be more competitive and effective in carrying out my mandates. After my elementary and high sch ool studies, I joined Berkeley College for a Bachelors of Science Degree in Criminal Justice in June 2013 which I hope will equip me with the necessary skills and knowledge to make me more competitive in doing my work once I land my dream job. At Berkeley College, we gain much knowledge in criminology and crime detection. This bulk of knowledge I believe will enable me to build my skills as far as criminal justice is concerned. I put a lot of efforts in my studies and always try to do my best in class work as well as during exams. I take my assignments with a lot of seriousness and ensure that I pay the uttermost attention to even the smallest things my professors say in class. During my own free times, I try practicing justice and criminal detection in conjunction with the security guards in my school so as to make my studies more relevant and practical. As a practical part of my studies I enjoy watching and helping the guards in their work and this develops my skills tremendously. My practical classes with the security guards help me acquire adequate training in line with my area of specialization. Skills and abilities Over the time I have ventured into the process of actualizing my dreams, I have gained a great deal of skills working with certain firms and sectors offering duties which have helped me shape my skills in crime detection and justice administration. The following are the areas I have worked in and the mandates I am carrying out or have carried out in the past as part of my responsibilities: From Jul 2012 to date, I have been working at K-mart in Linden, NJ as a Loss Prevention Associate where I was charged with the following responsibilities: To Investigate known or suspected internal theft, external theft, or vendor fraud, Collaborate with law enforcement agencies to report or investigate crimes, Conduct store audits to identify problem areas or procedural deficiencies, Identify and report merchandise or stock shortages, Maintain documentation or reports on security-related incidents or investigations, Testify in civil or criminal court proceedings, Apprehend shoplifters in accordance with guidelines. The above mentioned responsibilities have helped me develop outstanding skills related to criminal detection land Justice which will actually make me more competitive before my employers while seeking for employment. I am as well been working with Securitas company in New Jersey from June 2012 to

The Darlling by Anton Chekhov Research Paper Example | Topics and Well Written Essays - 1250 words

The Darlling by Anton Chekhov - Research Paper Example Although Olenka is charming, sweet and impassive, her weakness is found in forming personal opinions which changes in her encounters with men. The story presents a woman’s pursuit for love characterized by constant heart-breaks, loneliness, and disappointment. Moreover, it portrays the Russian society’s way of life as it was in the Nineteenth century. This paper examines the styles, themes and traits of characters as portrayed in the short story. Style Realism The realism style features predominantly in Chekhov’s story. This realistic style provides the reader with ideas concerning unfavorable way of life rather than ways in which he or she can lead a productive life. "The Darling" portrays people’s way of life in a Russian village to a certain extent. Chekhov focuses on the ordinary particulars of daily life as significant pointers of character, which gives the tale a fairly static tone, as relatively small events occurs in Olenka's life. In this sense, O lenka’s life is characterized by a sequence of marriages as well as deaths signifying the mundane activities or incidences in the society (Garnett 6). Soliloquy In the story, soliloquy is used in a number of instances, especially by the protagonist. Chekhov has used soliloquy to present the ideas of his characters as well as present their personal thoughts concerning her life and incidences that occurs around her. Olenka usually admires other people but keep the complements to her, because of the doubts that they may not be received with appreciation. This marks part of the soliloquy in the story. For instance, Olenka gives a soliloquy when she portrays her admiration towards Sasha, "You pretty pet! ... my precious! ... Such a fair little thing, and so clever." (Chekhov 12). Narrative Tone Narrator’s tone in the story provides Chekhov’s perspective regarding the character of Olenka. The protagonist’s character tends to portray a woman solely dependent on her relationships with men in order to find meaning in life. In addition, Chekhov evokes sympathy for various predicaments that women experience, which are associated with their lack of education as well as social reputation or status. Women facing these education and social status related troubles are portrayed to have a life of intellectual and emotional reliance on men. Besides, â€Å"The Darling† celebrates the protagonist’s character as a model of self-sacrificing maternal love. Denouement Chekhov used denouement to depict the climax of the story. Close to the end of the story, Olenka’s life assume a more fulfilling turn with the homecoming of Vladimir and his son Sasha. Her life begins to brighten with every encounter with Sasha as her presumed son. However, she is still worried that the things might turn out like they have been in her past life. Olenka fears that she may lose Sasha to his mother in the future. Although she happy for the time, things may c hange to what they are used to be: a lonely life full of grieve and heart breaks. Themes Female Disempowerment One of the themes apparent in Chekhov’s story is that of female disempowerment. In â€Å"The Darling†, Chekhov used his central character to present female disempowerment through her characterization as a model of female selflessness. It can be observed that use of the kind word "darling" not only patronizes but also demeans the protagonist. The society tends to congratulate or praise Olenka for subordinating or depending extensively on male intellect as well as

Biodiesel as an Alternative Fuel Essay Example for Free

Biodiesel as an Alternative Fuel Essay As time goes on, humans are discovering new ways to improve their means of living. Whether the upgrade affects us financially, socially, or if it helps the Earth, or better health and education, things are changing. Multiple enhancements in fueling one’s car have risen. Gas has become pricey, and the controversial argument that oil will one day perish are factors that have led people to find other alternatives. Biodiesel is an efficient alternative fuel, for the reason that biodiesel is a safe, eco-friendly, and affordable option. Biodiesel is a clean burning alternative fuel. It is renewable and generated from a variety of vegetable oils and animal fats, not raw vegetable oil. Raw vegetable oil cannot be utilized because it has not undergone the process of transesterification. Transesterification is a process in which oils and fats are obtained organically and are combined with alcohol with the help of a Catalyst to form esters. Biodiesel can be used either in its pure form of 100% biodiesel, or can mix with petroleum as a biodiesel blend (ex: B20, 20% biodiesel, 80% petroleum diesel). Biodiesel began in the 1890s with Rudolph Diesel. Diesel thought early diesel engines could run on pure vegetable oils and believed there would be a grand benefit to those living in poor areas where there was no petroleum. The modern biodiesel that is derived from the transesterification process did not surface until the 1930s in Belgium. But today’s biodiesel really began in Europe in the late 1980s. The early diesel engines ran on many substances, until vegetable oil seemed to be an efficient alternative. That is when Rudolph Diesel got to work and researched vegetable oil, concluding farmers could make their own fuel. However, Diesel died a short while after and petroleum became found in many forms. There was abundance of petroleum and in low cost, so the diesel engine was changed to match diesel petroleum fuel. The petroleum diesel spread quickly and biodiesel was ignored. Yet, the biodiesel industry kicked off after the transesterification process was launched and became a preferred method as an alternative fuel. All good things are flawed, and biodiesel does include some disadvantages. The production of biodiesel can result in more land use. If many of us switch to using biodiesel, there would be much land devoted to our biodiesel fuel needs. Biodiesel transportation and storage can be a hassle. Since biodiesel does not flow well during winter, storage can become an issue. Also, biodiesel cannot travel in pipelines. A truck has to transport it, resulting in higher cost. Biodiesel becomes a gel in cold weather and does not flow; therefore one can experience driving difficulties in the winter time. The diesel creates wax crystal which can clog filters and fuel lines in your car’s fuel system. Even with its disadvantages, biodiesel has not become a popular alternative fuel for nothing. It has many advantages that persuade people to make the switch. Biodiesel is easy to use, and any vehicle can be converted into a diesel engine car. Also, because biodiesel can be blended with petroleum diesel, one could switch from biodiesel to petroleum whenever wanted, without having to make any changes. Biodiesel pumps at gas stations across the country are growing daily. Pure, 100% biodiesel will have about 5%-10% less energy than petroleum diesel. Usually people notice very little change in their mileage or performance. When using a biodiesel blend, the numbers change. Using B20, there is less than 2% change in energy and users notice no change in mileage or performance. Using biodiesel is an advantage that is greatly helpful to the environment. Biodiesel is nontoxic, causing less damage than petroleum diesel if it is spilled or somehow released to the environment. It is also safer than petroleum diesel because it is less able to explode or catch on fire. The combustion temperature for biodiesel is higher than 150Â °C, and about 52Â °C for petroleum diesel. Biodiesel is safe to handle, store, and transport. B100 use reduces carbon dioxide emissions by more than 75% compared with petroleum diesel. Using B20 reduces carbon dioxide emissions by 15%. Also, in both soil and water, biodiesel degraded at a rate 4 times faster than petroleum diesel. Because of its clean nontoxic emissions, easy use, and many other benefits, biodiesel is becoming one of the fastest growing alternative fuels in the world. Due to its expense, biodiesel is cost competitive with petroleum diesel. Millions of users have switched to using biodiesel and are enjoying its benefits. If we create biodiesel in a reasonable manner, it can help the world with the topic of petroleum supply. It’s clean, renewable, and cost effective fuel will provide us with economic and environmental advantages for the future.

Nursing Theory and Research Essay Example for Free

Nursing Theory and Research Essay What is nursing (caring) according to Fawcett (1984)? Nursing is defined by American Association (1980) as the diagnosis and treatment of human responses to actual or potential health problems (cited in Fawcett, 1984, pg. 84). Diagnosis, according to the nursing process is when the nurses identify the actual problems and find out how to treat them in order to prevent any potential problems. According to Walker, 1971) nursing is establishing limits or boundaries in terms of the person  providing care; person with health problems receiving care; the environment in which care is given and an end-state, well-being (cited in Fawcett, 1984). This is related to what I mentioned before that the four concepts are interrelated; they cannot work on their own. The connections among the four metaparadigm concepts were clearly identified by Donalson and Cowley (1978) which states that nursing studies the wholeness or health of humans, recognizing that humans are in continuous interaction with their environments (cited in Rolfe, 1996, pg.6). This statement may be considered the major proposition of nursings metaparadigm. B: Christensens (1990) Partnership Model: Christensens (1990) Partnership Model identify the concept of a partnership as a basis for involvement between a nurse and a patient. This concept provides a sound humanistic foundation for nursing practice. From the patient view point, a partnership of equality and respect provides security. From nurses, patients are vulnerable or faced a situation, which requires care from health services. The experience of partnership empowers and enables people when they are patients, and we believe that security proved by the nursing partnership is a basic human right for a patient. For a partnership to exist and work effectively, there must be a willingness from all partners to collaborate as equals, and then to jointly make decisions and endeavour to solve problems. Christensen (1990) described partnership is initiated when the patient is admitted to hospital and ceases when they go home. It is a continuous process, which offered ways of looking at what happened when a nurse offered learned expertise to a person who is going through a health related experience. The learned expertise is known as nursing (caring). What is nursing (caring) according to Christensen (1990)? Although many nurses scholars described nursing according to their own research, Christensen (1990) defined nursing when a nurse offered learned expertise to a person who is going through a health related experience (pg.  47). Also, New Zealand Nurses Association (1990) defined nursing is a specialised expression of caring, concerned primary with enhancing the ability of individuals and groups to achieve their health potential within the realities of their life situations (pg. 7). So, nursing is the actions or treatment to help the patient promote health not only part of his body, but nursing is looking at the person holistically. As discuss by Christensen (1990), the major work of nurse-patient partnership is commences at the time of admission to hospital and continues until the patient goes home, as mentioned before. We could see that the work of the nurse is dynamic and sensitive as nursing strategies are selectively used to ease the pathway of each patient through an individual passage. The passage, according to Christensen (1990) is a social process, which can be used to describe an experience of a significant change in a persons circumstances (pg.26). It is characterised by the giving and receiving of nursing in order for the patient to make optimal progress through a health related experience. So, nursing is attending. According to Christensen (1990) attending takes place during the time of contact between the nurse and patient and also accompanies the patient through hospitalisation. Attending is the essence of partnership because it shows that nursing is caring and concerning about the change in patients life. Therefore, Christensens model of nursing partnership involved two or more people in a shared venture. It requires the nurse to view nursing as a collaborative between the nurse and the client. It initiated when the patient is admitted to hospital until they go home. It is a continuum process, which offered ways of looking at what happened when a nurse offered learned expertise to a person who is going through a health related experience. According to Peplau define nursing is how to put the constitution in such a state as that it will have no disease(Cited in Nightingale, 1992, pg. 48), which means what can and should nurses do to promote health, prevent illness and recovery from disease. As I mentioned above in Christensens model,  nurses work alongside with the patient but using nursing strategies to ease the path of the person by listening to them and taking heed of what they are saying. Moreover, is to comforting them in order to aid recovery from diseases they present. Harmer Henderson (1995, cited in Rolfe, 1996) point out that the unique function of the nurse is to assist the individual, sick or well, in the performance of those activities contributing to health or its recovery (or peaceful death). In Christensens partnership model is very similar to this idea as to assist the patient and supporting during this journey of sickness or seeking help with things that they are unable to do for themselves. That is the goal of nursing is to use their knowledge to find the most efficient and effective ways of carrying out nursing procedures to help their partner in nursing care, as the patient. Moreover, according to attend, being their for the patient and spending time with him in order to understand their needs. Also, ministering which Christensen defines as a selective application of nursing knowledge and skills to meet the identified needs of the patient. Within that knowledge, nurses have a systematic body of knowledge that underpins practice, which means, they know what to do, how to do it and why they are doing it. For example, an eighteen months old baby was brought from theatre whom he had a Gastrostomy. I took observations on him for half hourly for two hours and hourly after that. Why do I have to do that, because to identify any signs and symptoms of haemorrhage which is potential for shock. That is the basic knowledge that I have taught so far that this baby has a tendency of bleeding. It was very important for me for these observations. According to Christensen (1990) that the work of the nurse is dynamic and sensitive as nursing responds to the immediacy of the patients situation. During this time the nurse and the patient negotiate their partnership by looking at the work of the nurse and the work of the patient in order to cushion the impact on the patient of the disturbances associated with hospitalisation. Moreover, according to Christensen (1990) the passage is a social process  which can be used to describe an experience of a significant change in a persons circumstances (p.26). It is characterised by giving and receiving of nursing in order for the patient to make an optimal progress for a better health. In reality it may or may not lead to a beneficial passage. But, the work of the nurse begins as soon as the patient admitted to hospital. It is known as the beginning phase, which is to assist the client to attain the means, opportunities and the ability to act within the present circumstances, though the nurse-client partnership exists for all nursing goals and the expected outcomes may not always turn out as desired. The beginning is marked by the patient experiencing a health-related problem. The phase begins with awareness that something is wrong which requires an admission to hospital it may be days or weeks or whenever the patient takes responsible for his own self-management. This period precedes entry into the partnership, at the same time the patient prepares for the upcoming experience, whereas the nurse serves to make patient complete, whole being of a person or independent. And I believed this includes identifying the problems of the whole being of the person, that is, culturally, psychosocially and mentally. This relationship includes respect and acceptance of where the person is and the nurses openness to another persons reality. Caring relationships occur with individuals and family and their significant others. According to Levine (1973) described nursing as a human interaction. It is a discipline rooted in the organic dependency of the individual human being on his relationships with other human beings (Cited in Fawcett, 1984, pg 122). She further describe nursing as a subculture, possessing ideas and values which are unique to nurses, even though they mirror the social template which created them (ibid, pg, 123). This is true with nursing is caring for another human being which have their own culture, ideas and values which recognise themselves from whom they come from. When we compare with Christensens model (1990), interpreting is the attempt made by the nurse to attach meaning to the status of the patient and the situation (pg. 42). Including observing, monitoring, analysing,  translating, conceptualising, synthesising and decision-making. When assessing the patient and collecting data, nurses should recognise the social issues and cultural needs of the patient in order to provide treatment that are suitable for them. Moreover, as Christensen stated that the intentional presence of the nurse is essential for coming to know and understand what it means to be human and humans in relationship or partnership. This knowledge provides the basis for the mutual selection of interventions that can promote health and self-determination. That is the essence of partnership is engaging the person in the process of their journey from the time they face the problem and come in to hospital until they go home. Partnership includes intimacy, trust, and authenticity. Furthermore, commitment, responsibility and accountability, which are the nature of nursing which Christensen identifies. Not only that, caring takes place within the context of a therapeutic relationship and is considered a moral vital of nursing. According to Hendersons definition of nursing I say that the nurse does for others what they would do for themselves if they had the strength, the will and knowledge. But I go on to say that the nurse makes the patient independent of him or her as soon as possible. Nurse serves to make patient complete, whole or independent (Cited in USA Nursing Knowledge Consensus Conference, 1998) Conclusion: Although I found very difficult to understand Fawcetts description of the metaparadigm but at the end I found this very interesting to know that metaparadigm is like a framework that help me in my practice. Nursing has a unique responsibility to promote, protect and restore the clients holistic health. REFERENCES: Christensen, J. (1990) The Ethics of Care: Towards Partnership in Nursing, Lincoln University Press with Daphne Brasell Associates Ltd, London. Fawcett, J, (1984) The Metaparadigm of Nursing: Present Status and Future Refinements. Images: The journal of Nursing Scholarship, Vol. XVI, No. 3, pg. 84 7. Fawcett, J, (1984) Analysis and evaluation of conceptual models of nursing, F. A Davis Company, Philadelphia. USA Nursing Knowledge Consensus Conference, 1998, Consensus Statement on Emerging Nursing Knowledge, A value-Based Position Paper Linking Nursing knowledge and Practice Outcomes, Boston, Massachusetts

Urbanism and Architecture Concepts

Urbanism and Architecture Concepts â€Å"Dwelling is the combination of architecture and urbanism† Dwelling, as a place to live, can be a house, a flat, an apartment or other place of residence. It is a place where human spent of most of their time while indoors. The concept of dwelling has been changed over the last hundreds years, in that period, the many dwelling building in different place of the world represent an unique local culture with different interior, exterior, structure, etc. However, in modern days, most of these symbols and architectural styles had already disappeared, dwelling buildings on this planet all blend into one style – Urbanism. It becomes more of an urban spaces, a place offers convenience and rest instead of an art product within its unique architectural style. Remmert Koolhaas was born in 1944 in Rotterdam, one of the greatest modernism architecture in the world. In early years he was a reporter and scriptwriter. After studying architecture between 1968 and 1972 in AASchoolArchitecture, and in Cornell University, with Zaha Hadid, Elia Zenghelis they established OMA. During his architecture life his famous works include Villa of Bordeaux, CCTV Headquarters in Beijing and Seattle Central Library in USA etc. In 2000, He acquired the Pritzker Architecture Price. His works are heavily based on surrealism combined with neoplasticism. Furthermore he adds the unique feature of the environment and society into building’s shape and structure in order to express different ideas and thoughts from human. Villa of Bordeaux is a perfect example showing Rem’s style dwelling, combining urbanism’s convenience and technology and beauties of the architecture. â€Å"Now we are left with a world without urbanism, only architecture, ever more architecture.† In the book â€Å"S, M, L, XL†, â€Å"What ever happened to urbanism†, Rem Koolhaas suggests that â€Å"Now we are left with a world without urbanism, only architecture, ever more architecture.†(S, M, L, XL, Rem Koolhaas, Bruce Mau, 1995, pp. 967). Of course urbanism still exist today, but the urbanism we have is the one different to what Rem Koolhaas described, it is the one impact by the modernization, it is a failure of urbanism. Nowadays urban expanding so quick with the negative impact from 20th century’s modern movement, in the past decades global economy and financial growth are slowly destroying traditional urban and its quality. This leads to the urban today where city is the form of citizen’s present needs as Rem described as â€Å"Exile to the virtual world†. (S, M, L, XL Rem Koolhaas, Bruce Mau, 1995, pp. 967) When architects designing cities, buildings or landscapes, too many things that cannot be controlled. Therefore architectu re is necessary or even essential for new urbanism. Rem suggests several points for the ideal ‘new urbanism’ should â€Å"no longer be concerned with the arrangement†¦ no longer aim for stable configurations†¦ denying boundaries†¦ discovering hybrids†¦reinvention of psychological space†¦Ã¢â‚¬ (S, M, L, XL Rem Koolhaas, Bruce Mau, 1995, pp. 969-971). In Bordeaux, an old couple wanted a new house after the husband experienced a car accident and has to spend the rest of his live on the wheelchair. Rem was the designer. Considering husband’s inconvenience, an elevator was added to the house as a representation of the urbanism, and turns into his personal world where he can find the sense belonging. In the villa he made the elevator a movable floor slab. Elevator moves among underground floor, ground floor and relatively enclosed first floor, beside is a wall vertically through the entire building, with all husband’s personal stuff, the arrangement is R.Koolhaas/OMA, Lemoine house, Floirac, near Bordeaux, 1994-98, In collaboration with Ove Arup. Preliminary sketch no longer a concern. While it is moving, this elevator becomes husband’s personal place and an independent space in the building. This becomes a type of urbanism’s â€Å"reinvention of psychological space†, denying boundaries of the floor. To husband’s point of view, the building is no longer separated as three different floors but as one structural space. Furthermore, this villa feature of hybrid of new urbanism by using different sorts of material is different parts of the building. Building was located on the top of the hill, surrounded with peaceful grass land and bush. Therefore the ground floor and first floor was mainly built by glass wall so that person live inside the villa can have the great view of Bordeaux city. Above the glass wall is the bedroom made by concrete, appear as a heavy box floating in the air determining a certain solution for layout of the building and quality of the space. However, glass wall cannot afford the weight of the conc rete slab, Rem use a special structure to solve the problem: A steel portal and a hollow piloti with a large diameter in reinforced concrete, reminiscent of the ones in the project for Agadir. To introduce a further, decisive degree of visual instability. (Roberto Gargiani, 2008, pp. 212). On the top of the concrete piloti is a long shiny stainless steel structure with the large concrete box on one side, on the other side is a large over-hanged concrete block buried in the patio garden, achieving equilibrium and make the top concrete box seems to float even more vividly. This technology is connected with the tradition launched by ledoux with the house pended. The perfect combination and hybrid of glass wall and concrete wall structure again express Rem’s ideal urbanism. The over-hanged concrete block buried in the patio garden. â€Å"Instead of enforcing coexistence, Bigness depends on regimes of freedom, the assembly of maximum difference.† It sounds impossible for an architect or even architects to control a large thing like skyscraper, large landscape or even a city. When the modernized urbanism meets architecture, the problem of the large occurs. â€Å"Beyond a certain scale, architecture acquires the properties of Bigness.† (S, M, L, XL Rem Koolhaas, Bruce Mau, 1995, pp. 494-516). Nowadays, between modernizations which is what citizens need and acquire, and architecture which is the art of the building, urbanism choose what citizens need and this is when architecture start to fall. Art and beauty of architecture is useless against urbanism. However, bigness is a solution, â€Å"it is the one architecture that can survive, even exploit†. (S, M, L, XL Rem Koolhaas, Bruce Mau, 1995, pp. 494-516). Just like what Rem said, Bigness is the solution or maybe the only solution for urbanism and architecture’s assembly. â€Å"Instead of enforcing coexistence, bigness depends on regimes of freedom, the ass embly of maximum difference.† Suggests Rem’s idea: by using bigness, freedom and large space to combine architecture and urbanism. Evoke the idea of bigness is to offer everyone live under urbanism maximum space, freedom and privacy. There are several uses of the bigness and in Rem’s residential work – villa of Bordeaux, such as elevator. In the theory of bigness: â€Å"The elevator – with its potential to establish mechanical rather than architectural connection.† (S, M, L, XL Rem Koolhaas, Bruce Mau, 1995, pp. 494-516). The art of architecture become useless in the large size building. To avoid this Rem turn the traditional elevator into a movable giant floor slab. Instead creating a single room for the husband, this elevator makes the all three floor as a space for husband, remain the technology of bigness and the ‘art’ of architecture at the same time. The R.Koolhaas/OMA, villa Lemoine, Floirac, near Bordeaux, 1994-98, in collaboration with Ove Arup. Elevator-living room with the mobile platform. elevator can move from opening public living room to private bedroom, gives him enough space but at the same time – regimes of freedom. Another example is the Glass wall under the concrete box bedroom. With a brief look from outside, the building looks like typical modernised urbanism type house. However the comparison of the top concrete close up type bed room and opening ground floor with glass wall surrounded represent the assemble of two different concepts and ideas. This villa has more than 400 metre square land and three floors. The large space combined with glass wall enlarge the sense of freedom and â€Å"The seeming failure of the urban offers an exceptional opportunity† Modernization heavily impact on urbanism on the negative side. Within globalization in urbanism, dwelling building all over the world are becoming more and more similar, some unique feature are decreasing. More buildings share same structure, same shape and same style. These took the original ‘urbanism’ away from the city, instead, urban become a solemn place full of steel framed building. This is the where Rem Koolhaas pointed out that â€Å"In a landscape of increasing expediency and impermanence, urbanism no longer is or has to be the most solemn of our decision; urbanism can be lighten up, become a Gay Science – Lite Urbanism.† (S, M, L, XL Rem Koolhaas, Bruce Mau, 1995, pp. 961-971). In modern days, under the fail urbanism, the new environment of urban is no longer a series place for living but a place where people can find themselves belong to, a place that not only bring them convenience and comfort, but also a simple place where they find enjoy to s tay, where they can find happiness and care. R.Koolhaas/OMA, villa Lemoine, Flo-rac, near Bordeaux, 1994-98, in col-aboration with Ove Arup .Intermediate upper-level plans;cross section In that case, Villa of Bordeaux can be the representation of ‘Lite urbanism’, building itself was a product of urbanism, offer people who live inside a place to rest, elevator offer husband who has to spent his life on wheel chair convenience, On the wall of the floating box, several holes with different height enable people at different level to look at the view outside. Furthermore about urbanism, house was locate on the top of the hill surrounded with no other building but quite grass land and bushes, different from the normal dwelling building locate in the city. Evokes an idea of the owner of the building who wants to take root of this place and live in seclusion. Without the crowd and noise, villa of Bordeaux becomes a representation of â€Å"Lite Urbanism†. Although the failure of the urbanism brings negative effects to cities, still Rem Koolhaas treats it as an opportunity at the same time and he designed lots of amazing architectural buildings such as Vil la of Bordeaux. Rem Koolhaas, 1996. Rem Koolhaas: Conversations with Students (Architecture at Rice). 1 Edition. Princeton Architectural Press. Roberto Gargiani, 2008. Rem Koolhaas/OMA (Essays in Architecture). 1 Edition. Rouledge http://wp.architecture.com.au/venicebiennale/venice-events/

hero :: essays research papers

Heroes   Ã‚  Ã‚  Ã‚  Ã‚  If I had to identify someone as a hero, I would have to say that my personal hero would have to be Will Taubin, aka â€Å"Ratboy.† Will Taubin is a freestyle BMXer, like myself. We used to ride together until he moved to California two years ago. Will Taubin has taught me the three most important things in my life. The first thing that he taught me is to set a goal and never give up until you have achieved it. The second thing that he taught me is â€Å"You can if you think you can.† The third thing that he taught me is â€Å"You only get out what you put into something.†   Ã‚  Ã‚  Ã‚  Ã‚  Will’s goal since about age 10 was to become sponsored by a BMX corporation. Nobody believed that he could get a sponsor. He rode his bike everyday and had people film him and sent his tapes to different bike companies in a hope to get sponsored. Three years ago at the 2-Hip Meat the Street Contest, the owner of Standard Bikes asked if he wanted to ride for them. He said yes and he set it was the best thing that ever happened to him.   Ã‚  Ã‚  Ã‚  Ã‚  The second thing that Will taught me is, â€Å"You can if you think you can.† One day we were riding and he did an alley-oop 180 barspin to fakie feeble grind to half cab 180 out on the mini ramp sub-box. No matter how hard I tried, I could not land the halfcab 180 out of the fakie feeble. After about a half-hour of me trying this he rode up to me and said, â€Å"You can if you think you can.† I got back onto the deck of the mini ramp and said, â€Å"I can do this.† I took off and got the first half of the trick pretty good, but on the 180, my front tire slipped out. I tried again and I landed it almost perfectly.   Ã‚  Ã‚  Ã‚  Ã‚  The third thing that Will taught me is â€Å"You only get out of something what you put into it.† Will told me that when we were talking about biking, but I use that saying on everything I do in my life. For example, I never expect a good grade on a test if I don’t study.

The Lunch Time Book Buddies - Pass It On Program Essay -- Literacy Ess

There’s no denying that reading is the foundation for all academic achievement (paths, whether they lead you down the road of a doctoral degree or to the door of parenting). It reinforces language and communication, without it you cannot read a menu, bus schedule, recipe, street sign, bank statement or loved ones letter, not to mention phone texts or discovering a favorite book. Reading navigates us through our day-to-day life and fuels our imagination (and opens up worlds of possibilities: new countries, new cultures, and your own history). However, the 2011 National Assessment of Educational Progress (NAEP), aka â€Å"Nation’s Report Card†, revealed 34% of fourth grade students in public schools fell below the basic reading level and one in six students not reading proficiently in the third grade do not graduate high school on time. These staggering statistics along with the accountability reforms of No Child Left Behind (NCLB) have led scholars and educat ors to look for more effective means of reading instruction and have contributed to the development of alternative, supplemental reading activities and programs to support/bolster literacy improvement. Research shows that the level of reading fluency in third grade is a predictor of future academic achievement. Third grade is when reading transitions from decoding to comprehension of text (Stevens, 2006). These key literacy skills build students’ capacity to learn independently, from all academic fields and social environments (Shanahan, 2010). It is no surprise that reading instruction is such a strong focus of curriculum in pre and early elementary education. Educational trends regarding reading instruction have vacillated between traditional phonics and holistic langu... ...2007). Tips for teaching: Using partners to build reading fluency. Preventing School Failure, 51(2), 52-55. National Center for Education Statistics (2011). The Nation’s Report Card: Reading 2011(NCES 2012–457). Institute of Education Sciences, U.S. Department of Education, Washington, D.C. Retrieved from http://nces.ed.gov/nationsreportcard/pdf/main2011/2012457.pdf Shanahan, T. (2010). Improving reading comprehension in kindergarten through 3rd grade. Washington, D.C.: U.S. Dept. of Education, Institute of Education Sciences, National Center for Education Evaluation and Regional Assistance. Smith, M. K. (2004). Nel Noddings, the ethics of care and education. The Encyclopaedia of Informal Education. Retrieved from www.infed.org/thinkers/noddings.htm Stevens, R. J. (2006). Developing reading fluency: What does the research say? Catalyst For Change, 34(1), 37-44.

Lazy is the American Essay -- Argumentative Technology Technological P

Lazy is the American Today’s American society consists of many technological achievements. The cars we drive, the classes we take, and even the things we do in our spare time has changed due to the increasing amount of technology that is available to us. Technology is a wonderful thing to behold, but then we can look at the one thing technology has done to humans and especially Americans. Technology has created a society of many lazy people. In order to support my argument, I believe that it is imperative to answer one question in great detail. How has technology made us lazy? Laziness has gradually increased in the past ten years. Kids no longer want to play outside. â€Å"It’s too hot?† or â€Å"Let me finish this game!† are just a couple of excuses kids make these days for staying indoors and not enjoying an outdoor activities. Air-conditioners and video games have done some extreme damage to youths and their physical activity. I am only 19 years old but I remember playing a pick-up game of baseball or wiffleball after school or during the summer in the afternoon. Kids these days have forgotten how to enjoy the outdoors. Sure there are those few kids in town who still enjoy doing such things. Hell, I still enjoy playing a game of baseball or wiffleball. But for most kids, the interest is non-existent. Kids in the 90’s grew up with new inventions such as the Playstation and the PC. Why go outside when all you need is inside? Nowadays there is a television in almost every room in many typical American families’ home s. Kids even have televisions in their rooms with their game consoles plugged in and their computer next to their bed. Our family had one TV to share and a game system was connected to it. I was forced to share... ... or shooting some hoops with mom or dad, can resolve some laziness both as a person and as a parent. Parents could also focus on helping their kids with homework or keeping up to date on their grades. This is no technological achievement that has been made to act as a parent and there shouldn’t be one. When that child grows up to be a parent, their attitude will reflect that of his parent’s, a majority of the time. This is a society that makes excuses for our laziness. Technology has helped induce our laziness. We shouldn’t do away with technology, but we should use technology when we are lacking in time to spend being active outdoors or when we are spending time with our family. Technology should not be used for everything we do either, such as cooking, traveling, or even doing basic chores because sometimes technology hurts society more than it helps society.

Joint Stock Company

Joint Stock Company Company A company is an artificial person created by law, having a separate legal entity, with a perpetual succession and a common seal. It is an association of individuals for the purpose of earning profit. It has a capital divided into a number of shares, of which each member possesses one or more shares and which are transferable by its owners. Joint Stock Company has been defined by many eminent authors, jurists and institutions. Some of these definitions are given below – According to L. H.Haney – â€Å"A company is an artificial person created by law, having a separate legal entity, with a perpetual succession and a common seal. † According to Company Act 1994 – â€Å"Company means a company formed and registered under this Act or any existing company. † [Section 2(1. c)] According to Chief Justice Marshall – â€Å"A company is an artificial being invisible, intangible and existing only in the eyes of law. † T he system of joint stock organization is very useful for large undertakings for which large capital is required.It is an incorporated association created by law, having distinctive name, a common seal, perpetual succession, limited liability etc. formed to carry on business for profit. Characteristics of Joint Stock Company The most distinguishing characteristics of a joint stock company can be stated as follows – 1. Incorporated association : A company is an incorporated association. It comes into existence only after registration under the Companies Act. 2. Voluntary association : A company is an association of many persons on a voluntary basis. So, a company is formed by the choice and consent of the members. . Artificial legal person : A company has a legal personality and as such it is regarded by law as an artificial legal person. A company has the right to acquire and dispose of the property. 4. Separate legal entity : A company has a legal entity distinct from its mem bers. It has an independent existence. 5. Common seal : The common seal with the name of the company engraved on it, is used as a substitute for its signature. 6. Perpetual succession : The company has perpetual succession as its existence is not affected in any way by the death, insolvency or exit of any shareholders. . Transferability of shares : The shareholders can transfer their shares to any person of their choice. It enables a shareholder to increase or decrease his investment in a company at any time. 8. Limited liability : Liability of the members of a limited company is restricted to the face value of the shares purchased by them. The personal property of the members cannot be attached to satisfy the claims of creditors of a company. 9. Separation of ownership from management : The company is not managed by all the members because the number of members may be large.The authority to manage the whole affairs is conferred to elected representatives of members known as directo rs. 10. Statutory regulations and government control : The company is governed by the Company Act and it has to follow various provisions of the aforesaid Act. A company has to comply with numerous statutory requirements. 11. Rigidity of objects : The type of business in which the company would participate must be mentioned in the ‘object clause’ of its Memorandum of Association. 12.Strict legal formalities to commence business : In order to form a company, it is necessary to submit certain documents to the Registrar Companies such as memorandum of association, articles of association, prospectus, list of directors etc. 13. Social benefits : Company form of business enables better utilization of available resources and thus ensures that society have benefited. 14. Accountability to shareholders : All the affairs of the company are to be disclosed to the shareholders so that they may come to know about the prospects and other problems of the company as a whole. 5. Public confidence : The financial statements of a company are published every year. Thus public can have clear idea about the activities of the company so a company enjoys greater public confidence. 16. Scope for expansion : A company is better placed as regards the facilities of the growth, development and expansion of its business. Memorandum of association According to Company Act 1994 – â€Å"Memorandum means the memorandum of association of a company as originally formed or as altered in pursuance of this Act. â€Å"According to Lord Cairns – â€Å"The memorandum of association of a company is its charter and it defines the limitation of the power of the company. † So we can say that the memorandum governs the relationship of the company with the outside world and it is the foundation upon which the super-structure of the company is built. Clause of Memorandum of association 1. Name clause : The name of the proposed company is mentioned in this clause. The name of a company must end with the word ‘Limited’ the word ‘Public Ltd† and the word â€Å"Private Ltd†. All the time of selecting the name of the company the promoter should follow the following things – . The name should not be identical with the name of any existing company. b. The name should not create and impression that the company is carrying on the business of some other existing companies. c. The name should exclude words like crown, emperor, empire, president or prime minister’s name. 2. Address clause : The memorandum must contain the full address of the register office. 3. Object clause : This is the most important clause in the memorandum which states what the company can do. The object must include all the possible lines of business in which company is likely to be engaged.Usually this clause is so drafted that the company may enjoy wide fields for activities in future. 4. Liability clause : This clause states the nature of l iability of the members of the company. a. Incase of a company limited by shares, member’s liability is limited to face value of the shares. It means that when the shares are fully paid up, members are free from any liability. b. Incase of a company limited by guarantee, the liability clause must state the extent of liability of each individual member in the event of its being wound up. c. Incase of an unlimited company, the liability clause does not appear in the memorandum of association. . Capital clause : This clause states the amount of capital with which the company is registered or authorized to conduct business and the division of capital into equity share and preference share capital should be mentioned. 6. Association clause : This clause contains a declaration by the person(promoter) who signed the memorandum to form the company in a legal way for a legal purpose and to take minimum share of the company. Memorandum of association According to Company Act 1994 †“ â€Å"Memorandum means the memorandum of association of a company as originally formed or as altered in pursuance of this Act. â€Å"According to Lord Cairns – â€Å"The memorandum of association of a company is its charter and it defines the limitation of the power of the company. † Articles of association The Articles of Association is the second important document of Joint Stock Company. It contains the rules and regulations for the internal management, administration and organization of the company |Memorandum of association |factors of distinguish |Articles of association | |Memorandum is the fundamental charter of a |Nature |Articles are subsidiary to the charter. |company. | | | |Memorandum states the relationship between |Scope |Articles contain provisions for internal management of| |the companies an outsider. | |the company. | |Memorandum defines the objects of the |Objectives |Articles define the rules for carrying out the objects| |company. | |of the company. | |Memorandum can’t be altered easily.It |Alteration in the document |Articles can easily be altered without the | |requires court information. | |confirmation of the court. | |Registration of memorandum is compulsory |Registration |Registration of articles is not compulsory for a | |for any company. | |public company. | |Memorandum of association is based on the |Application of rules |Articles of association are based on the doctrine of | |doctrine of constructive notice. | |indoor management. |It has no optional. |Optional |Public company may optional for table A for the | | | |incorporation purposes. | |Memorandum of association is always |Misunderstandings. |Articles of association can be changed in | |unchanged in misunderstandings. | |misunderstandings. | |Any work out of its subject matter is |Illegal work |Any work can be done beside it but in the range of | |illegal. | |memorandum. |Memorandum definite the working area. |Working area |Articles are not any wo rking area. It orders process. | Dissolution means dissolve or close. Dissolution of company means to close or dissolve of any existing company. The process by which a company can be closed is called company’s dissolution or winding up of a company. Company is an artificial personality organized by an individual organization created by law. According to 1994 company act, â€Å"To dissolve or winding up of any existing company the activities of company’s is called dissolution of company. † A company is said to be dissolved when it ceases to exist as a corporate entity. † —C. B. Gupta â€Å"Winding up company is a process by which its life comes to end and the assets of company is utilize for the help of creditors and members. † —Prof. Gower In 1994 company act section 234(1) there mentions three methods of dissolution of company. These are: 1. Mandatory dissolution by court. 2. Dissolution by own will. . Dissolution by court’s su pervision. 1. Mandatory dissolution by court [Section 234-1(A)]: In circumstances the causes by which a company can be dissolved mandatorily by the law of court by the application of company’s shareholders, creditors or company’s registrar are: 1. Taking decision of dissolution in special meeting. 2. Failing to start a business in one year after the date of registration. 3. To close any company one or more year continuously without any legal reason. 4. Lacking of minimum members of a company according to law. 5. Failure to pay the loan five thousand or above. . Any reason of followings: a. Inefficiency in direction. b. Related with illegal job. c. Facing loss continuously. d. Neglecting of shareholders or their rights etc. Based on above causes court can take the decision of winding up and recruit a liquidator who firstly distributed the asset between third parties and rest of between shareholders. B. Dissolution by own will [Section 234-1 (B)]: Creditors or shareholde rs of any company can dissolve their business whenever they wish. In this circumstances, shareholders and creditors can winding up the business without taking any help of court.Causes by which a company can be dissolved by own will: 1. Taking decision of dissolution in special meeting by creditors or shareholders. 2. Formed any company for pre-determined purpose or objective. 3. If any company is not able to pay their liabilities. 4. Direction of company is proved not profited. C. Dissolution by court’s supervision [Section 234-1 (C)]: In the circumstances of company’s dissolution by own will by the application of any parties a company can be dissolved by court’s supervision. Causes of dissolution by court’s supervision: 1.To take decision for mistreating with creditors or shareholders. 2. Collection and selling of company’s asset illegally. If court takes responsibility of dissolution for any reason it recruits a liquidator to solve dissolution pr ocess. (Section 319) Share is a unit of capital. Capital is created by selling of shares or exchange. But, share can be different according to their price, rights, transferability, advantages etc. Mainly share is divided into four types. Such as: 1. General share. 2. Preference share. 3. Deffered share. 4. Special share. 1.Ordinary share: Ordinary shares are those shares on which no special privilege is attached. In other words, all the shares except preference shares are called ordinary shares. It also known as equity share. Ordinary shareholders collect their profit after distributing profit among the shareholders of the preference share. But, the rights, responsibility, duties etc. of the company are performed by them. â€Å"All the shares except preference are called equity share. † —J. K. Mitra Some characteristics of ordinary share are given below: . Ordinary shareholders get their profit after distributing to the preference shareholders. 2. In case of dissolutio n of company they have equal rights to get their assets. 3. They can take participation to direct the company. 4. They can take part in company’s meeting. 2. Preference share: Preference shares are those shares to which some preference is attached in terms of: (a) payment of dividend, (b) return of capital. (c) both. In the first case, the preference shareholders are entitled to receive a fixed rate of divided before the dividends given to equity shareholders.In the second case, preference shareholders are entitled to get back their capital in priority to equity shareholders in the event of liquidation of the company. Some characteristics of preference share are given below: 1. Rate of return is guaranteed. Thus, the amount of dividend to be received is certain. 2. Preference shares are better suited for conservative investors, who care more for security of investments and certainty of income. 3. The holders of this share get a fixed rate od dividend even if the company makes a larger amount of profit.Preference share can several types. Such as: 1. Cumulative preference share: Preference share are cumulative where the preference dividend, if not paid in one year is carried forward to succeeding years. 2. Non-cumulative preference share: The holders of these shares have no claim for the arrears of dividend. They are paid a dividend if there are sufficient profits. 3. Participating preference shares: These share holders are entitled to participate in the surplus profits of the company in addition to their usual fixed rate of dividend. 4.Non-participating preference shares: Preference shares on which only a fixed rate of dividend is paid, are known as non-participating preference shares. 5. Redeemable preference share: The holders of redeemable preference shares can get back their capital at the expiry of a certain period or at the option of the company as may be mentioned in the articles of association. 6. Irredeemable preference share: The preference sha res that can’t be redeemed unless the company is liquidated are known as irredeemable preference shares. 3. Deffered share: The owner of those shares get chance to take profit or to exchange capital after meeting.To bear the preliminary or other expenses company provide these shares in exchange of cash. 4. Special share: Some special shares are given below: 1. Bonus share: Company can’t provide all of its profit to shareholders. It deposits some part of profit at the reserve fund. When the amount of reserve fund is more than sufficient or in crisis of company; the amount of reserve fund is brought to company as capital as like as cash and shares are distributed to shareholders. According to J. K. Mitra,† Shares which are issued free of cost to the existing equity shareholders are known as bonus shares. 2. Right share: Sometimes Company increases their capital by distributing new shares. Old shareholders are get preferences at the time of distribution of new share s. In this case new shares are divided among them by their profit ratio. 3. Non-par value share: Non-par share refers those shares which are not fixed from the beginning but it determines based on asset after a specific year is called non par value share. In Bangladesh it is not popular. Minimum subscription means the minimum amount of capital which a company requires for the starting of the business.The minimum subscription should be received within 120 days after the date of the issue of the prospectus. A company can’t allot any shares unless the minimum subscription has been raised through the application for shares. If this minimum amount is not collected within the stipulated time period, the amount received from the applicants must be returned within the next 10 days (i. e. within 130 days after the issue of shares) â€Å"The minimum subscription is to be fined by the directors or by the persons who have signed the memorandum. —Sen. & Mitra â€Å"Minimum subscr iption is the minimum amount which is the opinion of the directors or of the signaturories of the memorandum arrived at after due enquiry. † —M. C. Shukla The amount of minimum subscription is fixed by the directors. Minimum subscription is necessary to cover the following expenses: 1. Preliminary expenses. 2. Underwriting commissions on sale of shares. 3. Working capital. . The cost of any property purchased or to be purchased. 5. Payment of any money borrowed for the above purpose. 6. Any other necessary expenditure. A prospectus is a document inviting the general public to subscribe to the share capital of a public company. A prospectus is issued by a public company after obtaining the â€Å"Certificate of Incorporation’ from the register. â€Å"Document containing offer of shares or debentures for sale to be deemed a prospectus. † –According to company act 1994 section 142 A document containing detailed information about the company and invit ation to the public subscribing to the share capital and debentures issued is called prospectus. † —S. S. Sarkar and Others From the view point of above discussion we can say that- 1. Prospectus is an invitation letter to public. 2. It must be served from company. 3. It is a complete description of shares and debentures. Finally it can say that to raise capital from public limited company issues prospectus.If the shares are divided between the partners then to start the business, partners should prepare an additional prospectus. To apply for commencement it is necessary to submit prospectus or additional prospectus. 3. Distinguish between Private limited Company V/S Public Limited Company. |Private limited company |Basis of differentiation |Public limited company | |Two |Minimum number of members |Seven | |Fifty Maximum number of members |Unlimited | |Restricted |Transferability of shares |Freely transferable | |Not allowed |Raising capital from public |Allowed | |Mini mum-Two |Number of directors |Minimum-Three | |Maximum-Unlimited | |Maximum-A specified by the articles | |After obtaining certificate of |Commencement of business |After obtaining certificate of | |incorporation | |commencement. |Not required |Holding of statutory meeting and submission of |Required to be submitted to the | | |statutory report |registrar of the companies. | |Not required |Filing of prospectus or a statement in the lieu of |Required | | |prospectus | | |Name must end with the words |Name of company |Name must end with the word ‘Limited. ’| |‘Private Limited. | | | |Two |Quorum at the annual general meeting |Five | |Need not retire by rotation. |Rotation of directors |Retire by rotation. | |Simple and cheap. |Procedure for formation |Complicated and relatively costly. | |No need to maintain |Index of members |Index to be maintained. | |Low protection |Protection to members |High protection. | |Possible. |Ability to make quick decisions |Not possibl e. | |Small |Financial and managerial resources |Large. | |Low Scope for expansion |High. | |Not allowed. |Disposal of shares |Allowed. | |Less liquid. |Liquidity of investment in shares |Greater liquidity. | 4. What is artificial personality? Joint Stock Company is an organization which is formed and directed by company act 1994. According to 1994 company act,† Any Company is formed and registered under this act is called company. † â€Å"A company is an artificial being invisible, intangible and existing only in contemplation of law† —John Marshal Company is an incorporated association which is an artificial person created by law having a common seal and perpetual succession,† —Sherlekar and Sherlekar Artificial personality of the company means the personality as like as person. These are: 1. Lawful: It is formed and registered by company act. 2. Common seal: It has a common seal which is used in all documents. 3. Lawful rights: Company act gives some right to it. 4. Transaction by own name: It can deal by its own name like other person. 5. Direction of case: A company can able to case on another company like person. 6. Fixed existence: A company is formed by law.So, it has fixed existence. From the above discussion we can say though company is not any person but it seems as a person because it is created by law. So Y. K. Bushan said,† A company may be defined as an artificial person recognized by law. † 5. Who is underwriter? The person or organization who takes responsibilities to sale the shares of public limited company by an agreement is known as underwriter. Underwriter takes responsibilities to sale the shares of public ltd. company by a certain commission. If the underwriter fails to sale the shares then he takes the liability for rest of the shares. Functions of underwriter are known as underwritten. The term underwriter means any person who has purchased from an issuer with a view to, or sells for an issuer in connection with. † —Securities act 1933 2(11) â€Å"A person who underwrites issue of stocks,bonds etc. † —Webster’s new World Dictionary â€Å"A person or company that underwrites an issue of securities. † —Charles J. Woelfel From the above definitions we found some characteristics of underwriter: 1. Underwriter may be any person or organization. 2. It can be performed underwritten activities as a part of business. 3. They purchase shares, bonds, debentures etc. for a certain commission. 4. They provide surety to sale shares, stock, debentures of company. 5. They take all responsibilities though the shares are not sold.Finally it can be said that underwriter is a businessmen who helps company to collect capital by selling shares, debentures etc. 6. Method of retirement of company directors. Director of the company means the members who are voted for directing the company. They are also determined company policies and man y other activities for business. Directors take their position by the vote of members, board of directors, company act as well as government. To remove the director for its place is also maintain some rules. Such are given below: 1. Special decision: In special meeting, by the decision of shareholders any directors can be removed from his post. 2. Statutory removal: In company act 108(1) is said,† The position of director can be removed if- 1.If the director failed to gain preference share in given time. 2. If the director is announced mentally sick. 3. If the director be 4. If he failed to pay the call money in between six months. 5. If the director was absent in meeting of board of directors without permission. 6. If the director make any agreement without the permission of board of directors. 7. If the director involved in any illegal work. 8. If the director involved in crime. 3. Removal by government: Director can be removed from his post by government and also by shareho lders and creditors with the help of government. 7. What is an article of association? Articles of AssociationThe Articles of Association is the second important document of Joint Stock Company. It contains the rules and regulations for the internal management, administration and organization of the company. They define the power, rights and duties of directors or other officers of the company and regulate the relations between the company and its members. The main purpose of articles of association is to execute the object clause of the memorandum. â€Å"Articles are the internal laws of a company. Article devise ways for the internal management of the company. † —Lord Brobene The articles of association are the regulations or bye-laws which govern the internal management and conduct of the affairs of the company. † —M. C. Shukla It must be framed within the items of the memorandum of association and provisions of the Company Act. A company limited by sh ares (Public Limited company) may adopt ‘Table A’ a model-Article as provided by Company Act as its articles. But a Private Limited company or a company limited by guaranty must have their own articles. 8. What is ‘Certificate of commencement’? A private company can commence business immediately after the grant of Certificate of Incorporation.A public company cannot commence business until it obtains a ‘Certificate of Commencement’ in addition to the ‘Incorporation Certificate’ from the register of companies. At first public limited company submit a application to registrar according to Company Act 1994 Section- 4. If all the responsibilities are performed by public limited company accurately then registrar gives a letter or certificate to public limited company. The matters which are included in certificate of commencement are described at below: 1. Name and address of registered office. 2. Issuing date of Certificate of commencem ent. 3. Date of Commencement. 4. Certificate no. 5. Office seal. 6. Name and profession of registrar with seal and signature. 7. Description of conditions. (If exists. )The ‘Certificate of commencement’ is issued in favour of a public company by the registrar, only when the following conditions are fulfilled: 5. Describe the advantages of public limited company than private limited company. Private limited company: A private company is an incorporated body registered under the Companies Act with three important respective provisions in the ‘Articles of association’. Public limited company: A public limited company is an association consisting of seven or any higher number of members, which is registered under the Companies Act. The advantages of public limited company over private limited company are described at below: 1. Liability: In public limited business the liability of each share holders are limited by their shares.But, in private limited company th e liability of shareholders is huge. 2. Sufficient capital: The shareholders of public limited company are more than private limited company. So, public limited company enjoys more capital than private limited company. 3. Membership: In public limited company there is no upper limit to the number of members. But, in private limited company it is limited. 3. Financial resources: Public limited company generally refers a huge organization. So, collection of financial resources is comparatively more than private limited company. 4. Economies of large scale production: Huge financial resources lead to a phenomenal growth in the size of the company.Economies may relate to greater division of labour, specialization, more effective use of resources, bulk purchase of raw materials at lower prices etc. Private limited company can’t get sufficient advantages as like as public limited company. 5. Large size: Private limited company is not a large size business. It generally established in one specific area. Public limited company is a large scale business. It has branches at all over. 6. Transerferibility of shares: The shares of private limited company are not easily transferable. But, the shares of public limited company are simply transferable. 7. Perpetual succession: Public limited company is formed by law.So, it the company is not being closed for the poor condition of shareholders. But, private limited company can be closed on its measurable condition. 8. Public confidence: Public limited company is directly related with public. So, they can acquire confidence of public. But, in private limited company this possibility is not exist. 9. Creation of employment: Pubic limited company is a huge company. So, the opportunity of creation of employment is more than private limited company. 10. Research: Public limited company always tries to distribute their products worldwide. So, they always research to develop their product more and more. In that case private li mited company is not so superior.Finally we can say that public limited company is more advanced than private limited company. But, private limited company has enjoyed some special advantages which can’t be enjoyed by public limited company. Merits or Advantages of a company form of organization The following are the merits of a joint stock company – 1. Accumulation of huge financial resources : The company form of business facilitates mobilization of large amounts of capital for investment in industries. 2. Economies of large-scale production : The company form of business can enjoy all the benefits of large-scale production such as minimum cost of production and maximum profit. 3.Scope for expansion : A company can easily expand its managerial capacities and financial resources. It has great potential for diversification and growth. 4. Stability of existence : The organization of a company as a separate legal entity gives it a character of continuity. As an incorpora ted body, a company enjoys perpetual existence. 5. Transferability of shares : The shares of a public company are freely transferable. The shareholders are at full liberty to dispose of their shares to any person they desire. 6. Democratic control : The company is managed on the principle of democracy. The boards of directors who manage the company are elected by the shareholders.The directors are responsible and accountable to the shareholders. 7. Managerial efficiency : A company can secure the services of highly qualified persons who are experts in different fields of business management. 8. Stimulation to savings and investments : The company is an effective media of mobilizing the scattered savings of the community and investing these savings for commercial purposes. Insurance companies, banks and other financial institutions invest their money in the shares of different joint stock company. 9. Tax relief : The company enjoys greater tax relief as compared to other forms of bus iness. Company pays lower tax on a higher income as it pays tax on the flat rates. 10.Diffused risk : The membership of a public company is large. The business risk is divided among several members of the company. 11. Statutory regulation and control : Formation and working of companies are well regulated by the provisions of the Company Act. These strict regulations safeguard the interests of shareholders and people who deal with the company. 12. Public confidence and popularity : A company is guided and controlled by strict regulations and government control. These ensure public confidence and popularity. 13. Social responsibilities : Due to the existence of the company form of business, society is benefited in different ways.So we can say that the joint stock company constitutes an important advancement in the modern emerging commercial structure with its different advantages. Demerits or disadvantages of Joint Stock Company The following are the disadvantages of a joint stock co mpany – 1. Adherence of too many legal formalities : The formation of a company requires adherence of too many legal formalities. The establishment and running of a company would prove to be troublesome because of complicated legal regulations. 2. Concentration of power in few hands : Shareholders of the company have practically no say in the affairs of the company. The directors of the company become self-centred and they do not care for shareholders. 3.Excessive Government control : A company has to observe too many provisions of different laws imposed by the government. 4. Undue speculation in shares of the company : Undue speculation in shares of a company is injurious to the interests of the shareholders. 5. Fraudulent management : The promoters and directors may indulge in fraudulent practices. The unscrupulous directors may present a rosy picture of the company in its annual report. 6. Bureaucratic control : Quick decisions and prompt action are absent in the managemen t of a company. It makes a company an inflexible enterprise. 7. High nepotism : In companies, employees are selected not on the basis of ability but on the basis of personal interest of the management. 8.Inflexibility in management : A company cannot quickly adjust with the changing conditions in the market because of its complex structure and legal obligations. 9. Monopolistic control and exploitation of consumers : Joint stock companies facilitate formation of business combinations which ultimately lead to monopolistic control and exploitation of consumers. 10. Social abuses : Evils of factory system like installation, pollution, congestion of cities are attributed to the company form of organization. Moreover, the close and cordial relationship between the management and employees is difficult to maintain. Formation of Joint Stock Company Joint Stock Company is formed under the Company Act followed by the country where the company is established.In Bangladesh a joint stock compan y whether a public or a private may be formed by registration under the Company Act 1994. The whole process of company formation in any country may be divided into three Distinct stages – a. Promotional stage : The process of conceiving an idea and developing it into a concrete of project to be accomplished by the incorporation and floatation of company is called promotion. The number of promoter in Public Limited company who take necessary steps are minimum two and maximum 50 in case of Private Limited company and minimum seven, maximum contains by share in Public Limited Company. These are four main stages in the promotional stage of a company – ) Identifying the idea : The promoters at first conceive an idea and identify the business opportunities. ii) Detail investigations : Detail investigations of – a. Market condition b. Demand for the products c. Estimated cost of production d. Estimated profit margin e. Capital requirement iii) Assembling: After a throu gh investigations of project the promoters decides whether they will take risk or not. iv) Selection of the name of the company and submission : In this step, the company prepare two documents – a. Article of association b. Memorandum of association b. Incorporation stage : When the promoters can finish the primary arrangements, they apply in prescribed from to the register of joint stock company.And along with the application, they submit with the register, the registration fee as per Table(B) of the Company Act and a copy of each of the following documents for the registration of the company. a. A copy of the memorandum of association b. A copy of the articles of association c. A statement of nominal capital d. The address of the registered office of the company (selected by the registrar) e. A declaration to the effect that all legal requirements have been duly complied with. Incase of Public Limited Company the following document is to be estimated – a. A list of d irectors b. A written contest of each director to act as such and to take up the qualifications shares.The registrar will examine all this documents and if he is satisfied that every thing is in order, he will then enter the name of the company on the register maintain his office and issue a certificate known as the Certificate of Incorporation which gives the company a legal existence. c. Floatation stage : When a company has been incorporated it has to raise capital sufficiently to commence business and to carry it on with satisfactory. The Private Limited Company may obtain this capital from friends and relatives. A Public Limited company raises the greater part of the capital from the general public by issuing a prospectus. d. Commencement: A Private company can start its business after obtaining a Certificate of Incorporation but a Public Limited company cannot. It must receive another certificate known as Certificate of Commencement.The registrar will issue this certificate on fulfillment of the following requirements – a. Minimum subscription has been raised. b. The direction has been taken up and paid for their qualification shares. c. The prospectus on the statement in lieu of prospectus has been filled. d. A declaration has been made to the effect that all legal requirements have been duly complied with. It is to be noted that, a Public Limited company is to start business within one year from the date of receiving the Certificate of Commencement. Memorandum of association According to Company Act 1994 – â€Å"Memorandum means the memorandum of association of a company as originally formed or as altered in pursuance of this Act. â€Å"According to Lord Cairns – â€Å"The memorandum of association of a company is its charter and it defines the limitation of the power of the company. † So we can say that the memorandum governs the relationship of the company with the outside world and it is the foundation upon which the su per-structure of the company is built. Clause of Memorandum of association 1. Name clause : The name of the proposed company is mentioned in this clause. The name of a company must end with the word ‘Limited’ the word ‘Public Ltd† and the word â€Å"Private Ltd†. All the time of selecting the name of the company the promoter should follow the following things – d. The name should not be identical with the name of any existing company. e.The name should not create and impression that the company is carrying on the business of some other existing companies. f. The name should exclude words like crown, emperor, empire, president or prime minister’s name. 2. Address clause : The memorandum must contain the full address of the register office. 3. Object clause : This is the most important clause in the memorandum which states what the company can do. The object must include all the possible lines of business in which company is likely to be e ngaged. Usually this clause is so drafted that the company may enjoy wide fields for activities in future. 4. Liability clause : This clause states the nature of liability of the members of the company. d.Incase of a company limited by shares, member’s liability is limited to face value of the shares. It means that when the shares are fully paid up, members are free from any liability. e. Incase of a company limited by guarantee, the liability clause must state the extent of liability of each individual member in the event of its being wound up. f. Incase of an unlimited company, the liability clause does not appear in the memorandum of association. 5. Capital clause : This clause states the amount of capital with which the company is registered or authorized to conduct business and the division of capital into equity share and preference share capital should be mentioned. 6.Association clause : This clause contains a declaration by the person(promoter) who signed the memoran dum to form the company in a legal way for a legal purpose and to take minimum share of the company. Articles of Association The Articles of Association is the second important document of Joint Stock Company. It contains the rules and regulations for the internal management, administration and organization of the company. They define the power, rights and duties of directors or other officers of the company and regulate the relations between the company and its members. The main purpose of articles of association is to execute the object clause of the memorandum. It must be framed within the items of the memorandum of association and provisions of the Company Act.A company limited by shares (Public Limited company) may adopt ‘Table A’ a model-Article as provided by Company Act as its articles. But a Private Limited company or a company limited by guaranty must have their own articles. Private Limited Company A private company is an incorporated body, registered under t he Company Act with three important restrictive provisions in its ‘Articles of Association’. A private company is one which – 1. Restricts the rights of its members to transfer their shares in the company. 2. Limits the number of its members to fifty. 3. Prohibits any invitation to the public to subscribe for any shares or debentures of the company.