Odysseus By Homer Essays (813 words) - Greek Mythology, Mythology

Odysseus By Homer Odysseus by Homer The Odyssey, composed by Homer, recounts to the tale of Odysseus andhow he confronted incident in his endeavors to get back after the Trojan war. Odysseus isn't acclaimed for his incredible quality or courage, however for his capacity to hoodwink and deceive. From his incidents he figured out how to be a superior man and got ready to recapture his place in his country of Ithaca. During his excursions Odysseus frequently tragically brags to his adversaries however discovers that doing this allows his foes to look for retribution against him. Subsequent to leaving Troy, Odysseus assaults the place where there is the Cicones. Rather than leaving after his triumph he satys to celebrate until a power is accumulated against him. He should then escape after a considerable lot of his men are executed. A short time later Odysseus and his team land on the island of the Cyclops. they are assaulted and someof the men are eaten by Polyphemus. In the wake of getting the mammoth Cyclops alcoholic, Odysseus and his medn daze the beast with a lance in his one eye. The could have made a getaway without setback however Odysseus taunted Polyphemus and yelled his genuine name, when before Odysseus had disclosed to Polyphemus that his name was Noman. With this new data Polyphemus petitions his dad, Peoeidon, to have Odysseus and his men rebuffed. since he agnered Peoceidon, Odyss eus must meander all through the ocean while his men gradually bite the dust individually. Odysseus discovers that gloating can have sick impacts and uses this information on the island of Phaecians and Ithaca when he doesn't straightforwardly boast about his deeds and his excursions. Odysseus likewise figures out how to give close consideration to the guidelines of the divine beings, or he may need to confront a horrible cost. At the point when Odysseus and his team arrived at the island of Aeolus, they were given a splitting blessing that would have helped on the off chance that they had focused on the alerts of Aeolus. He gave Odysseus a sack brimming with the awful breezes tha would keep them from their home of Ithaca. Odysseus and his team were in sight of the country they had stood by so long to see, when a hand of revolutionary crew members opened the sack, since they thought it contained fortunes, making an extraordinary hurricane that blew them back to Aeolus. At the point when Aeolus saw this he accepted that Odysseus was reviled and expelled him from the island. this isn't the main time Odyseus was double-crossed by his men and endured an extraordinary cost. At the point when they arrived on the island of Hyperion, terrible breezes kept them from leavin g. Food before long turned out to be low, and when Odysseus was sleeping, the group murdered the dairy animals of Hyperion against the divine beings admonitions. Hyperion was infuriated to see this and had the entirety of Odysseus' men murdered in an extraordinary tempest. Odysseus discovers that the divine beings must be regarded all together for any man to succeed. On the island of the Cicones, and with his experience with Polyphemus, Odysseus discovers that boasting can bring incredible adversity. On Ithaca Odysseus never boasts to the admirers and can go into his home with the Antinous and different admirers knowing his genuine personality. He takes the discipline of Antinous and different admirers without saying a word and can see the individuals who have attacked his home. Odysseus can see who is steadfast and who isn't and deliver his retribution with the admirers never knowing who he was until the last second. Odysseus likewise figures out how to regard the divine beings. at the point when he arrived on Aesea, the island of CIrce, he adheres to the guidelines given to him by Hermes so he can defeat Circe and free his men. Odysseus adheres to the guidelines that Circe had given him intently, entering and leaving hades without adversity and utilizing wax in the ears of his cre to pass the Sirens. Odysseus improves as a man all through his e xcursions and is lager to come back to his country to recover his realm. In the wake of going through years with the goddes Calypso Odysseus is offered a decision of either living on the island with Calypso and turning out to be undying like the divine beings, or he could retun to his better half and nation and be

Charles Dickens Oliver Twist Essay -- Charles Dickens Oliver Twist Es

Charles Dickens' Oliver Twist The tale Oliver Twist is an analysis of the pitilessness that kids and needy individuals endured on account of nineteenth century society. It was Dickens first novel composed under his own name when he was 24 years old and in it he as of now uncovers his sharp, yet comic remarks and analysis. From the beginning Dickens makes it understood to the peruser that needy individuals what's more, the offspring of needy individuals; most particularly a child conceived misguidedly; were of no result during the 1900s. The main individual storyteller feels he need not â€Å"trouble† himself â€Å"as it very well may be of no conceivable consequence† to reveal to us the spot or date of Oliver’s birth. This idea is additionally uncovered when he alludes to Oliver as a â€Å"item of mortality† and afterward on in the part â€Å"it†. The youngster merits no name as he is definitely not an authentic citizen so he has no spot or significance: he begins life at the base of the Victorian evolved way of life. By having the storyteller address Oliver as a â€Å"it† rather than a â€Å"him† Oliver is dehumanized thus Dickens attracts this to our consideration. Naturally introduced to â€Å"this world or distress and trouble† our storyteller appears to accept that Oliver’s possibility of endurance are incredibly thin, so we are astonished when Dickens has him state; â€Å"it was the best thing for Oliver Turn that would by probability have occurred† (being conceived in a workhouse), he additionally reveals to us the infant â€Å"lay panting on a little rush sleeping pad rather inconsistent ready between this world and the next†. All the chances are against Oliver yet this disregard spares him life! With diverting mockery Dickens proposes that if Oliver had been â€Å"surrounded via cautious grandmas, on edge aunties, experienced medical caretakers and specialists of significant knowledge, he would most inevit... ...ses Oliver’s â€Å"solitary incarceration† he says foes of the framework guarantee that â€Å"Oliver was denied the advantage of activity, the delight of society or the upsides of strict consolation† Dickens at that point shields this announcement by snidely saying â€Å"as for practice it was pleasant chilly climate, and he was permitted to play out his ablutions each morning under the siphon, in a stone yard, within the sight of Mr Bumble, who forestalled his getting a bug furthermore, creates a shivering uproar to plague his edge, by rehashed utilizations of the cane† Dickens snidely addresses practice as being beaten, a physical discipline for Oliver. Oliver is likewise manhandled intellectually, at night when the young men went to ask, Oliver was â€Å"kicked into a similar loft each evening† and there he listend to different young men â€Å"ask god to monitor them from the transgressions and indecencies of Oliver Twist†.

Born Blue by Han Nolan Essay Example | Topics and Well Written Essays - 1250 words - 1

Brought into the world Blue by Han Nolan - Essay Example They approach human services, instructive chances and fair food and lodgings. The poor are not all that fortunate. On the off chance that you are naturally introduced to destitution you are probably going to need to battle for your entitlement to have a rooftop over your head and food to eat. Medicinal services is a joke and a large number of the schools in the poor regions have become urban ghettos where drive by shootings, muggings and dread guideline the play area. Is this a hopeless forecast for the eventual fate of America? Are things simply going to deteriorate? Not really. The issue is that the activities that are set up by the legislature to help the poor as far as reasonable lodging, access to social insurance and a better than average instruction are focused on the majority; when in reality it is on an individual level that things need to change. The infant naturally introduced to the ghettos should be empowered that they can better themselves. They should be urged to dream and think ambitiously. Since in spite of the fact that the chances to succeed are much more covered up than they used to be, they are still there. The entire time I lived with Patsy and Pete and Harmon and the children that come a go, I adored Harmon and the women most, and practically regular I lived there, which kept going right around three years, marry go to the cellar and tune in to the women sing. Be that as it may, Harmon didnt move and I didnt sing. We was too terrified to even think about getting the tie. Marry lay on the harsh floor covering and dream we was singin and dancin, and I had me a heap of bread on a plate close by for when I got so ravenous I figured I would kick the bucket. (Janie, matured 6, p. 6, Kindle version) Dreaming †it is the one thing in life that is free. When Janie was pretty much nothing and living in the encourage home she got together with her lone companion, Harmon, who had old tape tapes of a portion of the bygone era vocalists †Aretha Franklin and ladies like that. Janie and Harmon used to tune in to the tapes to assist them with getting away from their existence †little food, cruel guardians, disregard and medicated up guardians. The issue is that

Argue a global issue presented in or surrounding your short story. How Research Paper

Contend a worldwide issue introduced in or encompassing your short story. How generalizing or making a decision about individuals influences our general public. (base - Research Paper Example We discover the ladies of the town loving the man, seeing his exquisite face and body. The physical characteristics of the man makes ladies joined to him. Townspeople make an interpretation of his physical characteristics into his character (Rabassa, 2010). Ladies of the town feel compassion toward him and figures how great it would have been if the man was alive. Locals feel for the man who is dead. The town individuals mastermind terrific burial service game plans for the man simply because he is attractive. The cutting edge world has a similar outlook as the individuals of this town; generalizing is the center idea that manages the world. Preference and generalizing debases connections. Multicultural social orders are under the scourge of preference and segregation. Considering the United States for instance we can find that bias is the most pivotal element of the general public. It is only bias that has caused segregation, abuse and strains among different racial and ethnic class es in the United States (Forbes, 2010). Bias outcomes in racial profiling, estrangement, lodging isolation, risky ethnic jokes and different issues (GLIMUN, 2009). Partiality crushes a wide range of associations. No relationship would live within the sight of partiality. The very word bigotry is characterized as a bias that causes the individuals from one race to feel themselves inherently unrivaled than the individuals from another race (GLIMUN, 2009). Bias reflects isolation, and it has totally obstructed the advancement of the country. The term ‘prejudice’ now emblematically speaks to the life of the contrarily advantaged minorities in the United States. This odd racial partiality has come about into a confined, badly created and racially isolated society that has supported racial question, silly clashes and different separations that keeps the general public from acquiring genuine racial fairness (United Nations, 2010). Partiality obstructs participation and common regard and annihilates connections. Partiality disintegrates the great connection between individuals of various race, ethnicity and nationality. Racial partiality and isolation has brought about fundamental imbalances that remain as a hindrance to the turn of events (of the entire society) and individual improvement of people. Partiality has contributed for the extending of the financial hole between prevalent gathering (whites) and the minorities (blacks). Racial preference has driven the country to different condemnations like racial profiling. Racial profiling is a demonstration from the side of police (or a private security practice) through which an individual is religion pointlessly associated on the grounds that with the sub-par nature of his/her race, nationality, ethnicity or religion (Cole and Smith, 2010). Cops frequently stop, check, and inspect the vehicles of their casualties (forcibly additionally) with no explanation or verification about the mischief or guiltiness of the individual (Cole and Smith, 2010) (Cleary, 2000). Racial profiling emerges because of an inappropriate partiality that the racially second rate individuals are probably going to perpetrate violations (however it isn't so). African-Americans and Latinos are the survivors of racial profiling much of the time. Police has a general conviction that non-white individuals are for the most part sedate clients and merchants. Yet, contemplates (reports in regards to police stops and checking) have uncovered that individuals who are viewed as racially substandard

Avoidance Behaviors and Agoraphobia

Avoidance Behaviors and Agoraphobia More in Panic Disorder Related Conditions Symptoms Diagnosis Treatment Coping Panic disorder is an anxiety disorder that is characterized by recurring and unanticipated panic attacks. These attacks involve many physical symptoms, including shaking, sweating, shortness of breath, chest pain, and nausea. Panic attacks may also occur with cognitive symptoms, such as derealization and depersonalization, in which the sufferer feels disconnected from themselves and their surroundings. Panic attack symptoms can be difficult to manage. While having a panic attack, it is not unusual for a person to perceive his experience as frightening. The person may fear that he is going to lose control of himself or his mind. Some panic sufferers develop avoidance behaviors as a way to deal with their fears about panic attacks. What Is Agoraphobia? About one-third of those with panic disorder will develop this separate anxiety disorder. Agoraphobia involves a severe fear of being in certain situations and having panic attacks or other similar panic-like symptoms, such as fainting, feeling dizzy or lightheaded, vomiting, or experiencing a migraine headache. In particular, people with agoraphobia are afraid of having a panic attack in circumstances from which it would be extremely difficult and/or humiliating to escape. A person with agoraphobia may also be fearful of having a panic attack in a place where he feels no one would be able to help him. Fears associated with agoraphobia often lead to persistent avoidance behaviors. What Are Avoidance Behaviors? Common feared and avoided situations for people with agoraphobia include crowds, large open spaces, elevators, bridges, and traveling. Avoidance behaviors often occur in groups of related fears. For example, an agoraphobic who fears having a panic attack while driving may also begin avoiding other means of transportation, such as being a passenger on a bus, train, or plane. Avoidance behaviors tend to grow over time and can impair the agoraphobic’s quality of life. The person’s work, home, and other responsibilities may suffer. For example, an agoraphobic may not be able to travel to important appointments, attend special occasions, or perform common day-to-day activities. Avoidance behaviors can intensify to the point that the person becomes homebound with agoraphobia. It may be difficult to comprehend how a person can develop avoidance behaviors. To get a better understanding of avoidance behaviors, imagine that you have the panic disorder: you are in a crowded movie theater when you experience an unexpected panic attack. You begin to tremble, your chest hurts, your heart races, and you feel as though you are choking. You don’t want to make a scene, but you start fearing for your life. You wonder if you are having a medical emergency. You begin to feel as though you are watching yourself from a distance. You feel trapped in the movie theater, and despite your embarrassment, you run out of the theater. After you left and your symptoms have subsided, you feel ashamed about how you reacted. The next time a friend invites you to go see a movie, you decline, finding it too difficult to go again. You begin fearing having a panic attack in other similar situations  and start avoiding other crowded areas, such as shopping malls or concerts. Your avoidance behaviors begin to put restrictions on your life. Overcoming Avoidance Behaviors Once a person develops avoidance behaviors, it can become extremely challenging to face feared situations. Avoidance behaviors may feel comforting, giving the person temporary relief from anxiety. But these behaviors only reinforce their fear and anxiety in the long run. Agoraphobia and avoidance behaviors can worsen if left untreated. Fortunately, there are treatment options that can help in managing agoraphobia and overcoming avoidance behaviors. A typical treatment will involve a combination of medication and therapy. A treatment process, known as systematic desensitization, is often utilized to help the person gradually face his avoided and feared situations. A person with agoraphobia often finds it comforting to confront his fears when accompanied by a trusted friend or family member. Through treatment and the support of loved ones, a person with agoraphobia can expect to manage his fears, experience fewer panic attacks and avoidance behaviors, and resume a more independent life.

Decision making and Directors Duties - Free Essay Example

Chapter 2 2.0 Decision making organs A company has 2 primary organs, the members in general meeting and the directorate. A company is not considered to be sovereign but has a limited competence only. Within these limits, the Supreme rule is making authority rests with a general meeting of the members1 and the constitution may entrench certain rights still further by embodying them in the memorandum and providing that they shall be unalterable 2. 2.1The board of director Although once incorporated, a company is a separate legal entity, but it can only make decisions and change its business through the persons authorised for that purpose, usually the directors, who in turn are accountable to the members.The articles of association usually entrust the directors to manage the company collectively by providing them the power to exercise the companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s powers to achieve their task. It should be noted that directors do not have the power to act individually on behalf of the company3. In practice, the appointment of a board of directors will be found in the constitution of the company which will expressly delegate all powers of management to them4, and they in turn are generally empowered to sub à ¢Ã¢â€š ¬Ã¢â‚¬Å" delegate to a committee or managing director. Thus, the act which gives birth to the company operates as an appointment and delegation by the company. [1] Resolutions and voting [2] CA 2001, sec 42 [3] Re Haycraft Gold Reduction and Mining Co [1990] 2Ch230) = tolleyà ¢Ã¢â€š ¬Ã¢â€ž ¢s rights n duties of directors à ¢Ã¢â€š ¬Ã¢â‚¬Å" 4th edition- Martha Bruce FCIS, a member of the lexisnexis group.,pg 13. [4] Gowerà ¢Ã¢â€š ¬Ã¢â€ž ¢s principles of modern company law,pg 140 2.3 Division of powers between the general meeting and the board By the end of the nineteenth century it was generally assumed that the principle remained intact that the general meeting was the company whereas the directors were merely the agents of the company subject to the control of the company in general meeting. Thus in Isle of Wight Ry. V. Tahourdin 5the court refused an application by the directors of a statutory company for an injunction to restrain the holding of a general meeting, one purpose of which was to appoint a committee to reorganise the management of the company. Cotton L.J. said: à ¢Ã¢â€š ¬Ã…“It is a very strong thing indeed to prevent shareholders from holding a meeting of the company, when such a meeting is the only way in which they can interfere, if the majority of them think that the course taken by the directors, in a matter intra vires of the directors, is not for the benefit of the company.à ¢Ã¢â€š ¬Ã‚  The modern idea is that both the general meeting and the board are organs rather than agents of the company. This is how the courts have sometimes described them when considering the companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s liability for their acts and the distinction has, since the enactment if the European Communities Act 1972 become of greater importance. 2.4 Performance of the board Shareholders have the power to remove some or all of the directors of their company from office or not to re appoint them. Such decision is frequently judged according to the performance of the company, by whatever means it is measured. However, in the US approximately one third of large companies go further than this and have introduced formal board eva luation, often assessed externally, to measure the boardà ¢Ã¢â€š ¬Ã¢â€ž ¢s performance6. In the contents of the Mauritian code of corporate governance, section 2.10 states the board and director appraisal which further highlights that those directors should be assessed both individually as well as collectively as a board. [5] 1883 25 Ch.D. 320, C.A, Gowerà ¢Ã¢â€š ¬Ã¢â€ž ¢s principles of modern company law,pg 143 [6] tolleyà ¢Ã¢â€š ¬Ã¢â€ž ¢s rights n duties of directors,pg 20 2.5 The directors as primary organs of the company Both the directors and the members in general meeting are primary organs of the company between whom the companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s powers are divided. The general meeting retains the ultimate control, but only through its powers to amend the articles and to remove the directors .Powers are conferred upon directors collectively as a board which is authorised expressly in the constitution. Prima facie therefore they can be exercised only at boar d meeting. Otherwise, in the absence of an express authorisation in the articles, the board will have no power to delegate such powers7. The board can delegate some of the tasks but must not delegate the exercise of its discretion and the maxim delegatus non potest delegare is regarded as applying8. 2.6 Duties of directors The duties fall into two categories, fiduciary duties (i.e. duties of good faith and honesty) and duties of skill and care. There are also statutory duties as well. Their general purpose is the protection of present and future shareholders and (to a lesser extent) creditors though they are generally expressed as being owed to à ¢Ã¢â€š ¬Ã‹Å"the companyà ¢Ã¢â€š ¬Ã¢â€ž ¢. 2.6.1 Role of directors A director is in a similar position to that of a trustee. He is an agent of the company in which he holds office as an employee. Like a trustee or an agent he owes fiduciary duties to his principal, and in a directorà ¢Ã¢â€š ¬Ã¢â€ž ¢s case, these duties are to his company 9. [7] Cartmellà ¢Ã¢â€š ¬Ã¢â€ž ¢s case [1874] L.R. 9 CH.App.691], Gowerà ¢Ã¢â€š ¬Ã¢â€ž ¢s principles of modern company law pg 152 [8] by contrast the usa directors are generally regarded as possessing original and undelegated powers, which are capable of delegation : Goel [ 1969], 18 I.C.L.Q. 152 [9] UK company law, Nicholas Grier 2.6.2 To whom duties are owed? 2.6.2.1To the company as a whole As lord Greene MR said in the case of Re Smith Fawcett ltd [1942] Ch 304(CA), directors are bound to exercise the powers conferred upon them à ¢Ã¢â€š ¬Ã‹Å"bona fide in what they consider-not what a court may consider-is in the interests of the companyà ¢Ã¢â€š ¬Ã‚ ¦Ãƒ ¢Ã¢â€š ¬Ã¢â€ž ¢this duty of honesty and good faith in the exercise of his powers is in fact the primary duty of a director. It should be directors, and not some other person or body to whom they have purported to delegate their powers, who determine how the powers vested in the directors are best used to serve the interests of the companyà ¢Ã¢â€š ¬Ã¢â€ž ¢. 2.6.2.2 To Members as a body but not to individual shareholders It should be noted that as a director of a company is bound by fiduciary duties at general law, these duties are owed to the company only. Thus they are not owed to other companies or bodies corporate with whom the company is associated. This proposition stems from Percival v Wright10 in which a group of shareholders in a company approached the directors with a request that the directors purchase their shares; some of the directors did so without disclosing that a purchase of the companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s undertaking was imminent, this being a piece of information which was known to them and to other members of the board, though not to any of the shareholders who were not directors. It was held that the directors must act bona fide for the interests of the company but they are not in a fiduciary duty in relation to individual shareholders. -However in Peskin v Anderson [2001],it was held that a director may owe a fiduciary duty to individual shareholders where a director with special knowledge is buying shares for his own benefit [10] [1902]2 Ch 421 2.6.2.3 to Employees This provision was inserted in the CA 1985 s 309 to satisfy criticism that a company should be seen to give some attention to those who labor to produce the dividends that the members receive. 2.6.2.4 to creditors As creditor, he should be aware of the risk when he is dealing with the company. The directors of the company do not normally have a duty of care to any creditor of that company while the company is solvent. In Multinational Gas and Petrochemical Co ltd v Multinational Gas and Petrochemical Services ltd and others [1983] 1 Ch 258(a case which involved the alleged mismanagement of a solvent company) Dillon LJ said: à ¢Ã¢â€š ¬Ã…“A company owes no duty of care to future creditors. The directors indeed stand in a fiduciary relationsh ip to the company. As they are appointed to manage the affairs of the company and they owe fiduciary duties to the company though not to its creditors , present or future, or to individual shareholdersà ¢Ã¢â€š ¬Ã‚  2.6.2.5 to the board Directors individually owe a duty towards the board. 2.6.3 The interests of the company as a whole Modern management often takes the view that the interests to be taken into account by directors in running a company should include the interests of not only the present and future shareholders, but also the companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s employees, its customers and its creditors11 and, in the case of large public companies at least, the state and the general public. [11] Wiknworth v Edward baron development co ltd [1987] 1 all ER 114 2.6.4 Fiduciary Duties Every director has a fiduciary duty to act bona fide (in good faith) for the benefit of the company as a whole. Otherwise, they will be acting in someone elseà ¢Ã¢â€š ¬Ã¢â€ž ¢s in terests, quite often themselves. In Alexander v Automatic Telephone Co [1990] 2 Ch 56, each member of the company subscribed 6d per share. The 5 directors then held a board meeting at which it was decided that all members, with the exception of the 3 directors who had the largest shareholdings, should have to pay a further 2s 6d per share. The 3 non à ¢Ã¢â€š ¬Ã¢â‚¬Å" paying directors justified their non- payment on the grounds that the articles permitted them as directors to issue shares on such terms as were expedient, and to treat some shareholders differently from others. It was held that they failed to carry out their duty to act in good faith in the best interest of the company as a whole; the directors had obtained a benefit for themselves at the expense of the other shareholders. It is to be noted that directors can subjectively believe that they are acting in good faith while carrying out an action for an improper purpose. Proper Purpose Rule Avoid conflict of interes t It is to benefit the company or to help it fulfill the purpose for which the company was set up. The transaction must be intra vires, including what is mentioned in the companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s memorandum of association. The transaction must be reasonably incidental to the companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s business. Conflict of interest rule: When the directors stand to gain personally from a transaction in which the company is involved. It is not the job of a director to improve his own personal position12. The directors must not compete with the company, nor should they keep any profits, nor contract with the company except when the Articles allow it or when it has been approved by a general meeting. [12] In Cook v Deeks [1916]Ac 554 2.6.5 Duty of skill and care The directors are expected to manage the company with due skill and care; failure to fulfill this common law duty may result in the company or other aggrieved plaintiff raising an action for negligence ag ainst the directors13, proving all 3 of the following: That the director owed the plaintiff a duty to carry out his duties with skill and care That the duty was not exercised That the plaintiff suffered loss In City Equitable Fire Insurance Co 1925 it was held that Directors need not exhibit in the performance of their duties a greater degree of skill and care than may reasonably be expected from a person of their knowledge and experience. They are not bound to give continuous attention to the affairs of the company and may delegate their powers. 2.6.6 Statutory Duties 14 There are two main types of such duties, the first are imposed on the directors whereas the second are imposed on the company in connection with the directors. The 2006 Act sets out seven statutory duties being, duty: à ¢Ã¢â€š ¬Ã‚ ¢ To act within powers (s. 171) à ¢Ã¢â€š ¬Ã‚ ¢ To promote the success of the company (s.172) à ¢Ã¢â€š ¬Ã‚ ¢ To exercise independent judgment (s.173) à ¢Ã¢â€š ¬Ã‚ ¢ To use reasonable care, skill and diligence (s. 174) à ¢Ã¢â€š ¬Ã‚ ¢ To avoid conflicts of interest (s. 175) à ¢Ã¢â€š ¬Ã‚ ¢ Not to accept benefits from third parties (s. 176) à ¢Ã¢â€š ¬Ã‚ ¢ To d eclare an interest in a proposed transaction or arrangement with the company (s.177). The second type of duties will usually include, duty to convene meetings, sign statutory declarations, deliver accounts and other tasks. [13][14] UK company law, Nicholas Grier pg402, pg409 Some of the other statutory duties will include the Prohibition on tax free payments to directors [15], the compensation for loss of office [16] and Directors are required to disclose interests in company contracts [17]. Moreover, Directors service contracts must be kept open for inspection [18]. The company should refrain from giving a director a contract for more than 5 years without approval from the members [19]. Substantial property transactions [20] and Loans from Directors to the company [21] also need approval from members whereby directors may not contract at all with their companies without the authority under the Articles and approval by an ordinary resolution. 2.6.7 Breach of duty If t he directors by approving some transaction of the company have breached their fiduciary duty towards the company, it is sometimes permissible for the company to ratify the action that was the subject of the breach. In general, ratification will resolve any breach of the directorsà ¢Ã¢â€š ¬Ã¢â€ž ¢ fiduciary duty unless: The transaction is inherently fraudulent, The transaction is not permitted under the company law generally because there are other procedures which must instead be followed22, The transaction has prejudiced a minority of the members, in which case the minority might seek redress under the CA 1985 (s 459), The transaction by the directors has prejudiced creditors because the company is insolvent. The directors of an insolvent company are treated as the custodians of the companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s assets for the creditors 23. In the case of fraudulent trading, the Court may order the person to contribute to the assets of the company. Application is generally made by the liquidator. On the other hand, Wrongful trading occurs when the director ought to have known that there was no reasonable prospect that the company would avoid going into insolvent liquidation. In this circumstance, the liquidator is only required to prove negligence by the directors. [15] CA 1985 s 311 [16] ss215 to 222 CA 2006 [17] s.182 CA 2006 [18] ss227 to 230 CA 2006 [19] ss188 and 189 CA 2006 [20] CA 2006 s.190 [21] CA 2006, s. 197 à ¢Ã¢â€š ¬Ã¢â‚¬Å" 225 [22] Aveling Barford Ltd v Perion Ltd and others[1986] BCLC 626 [23] West Mercia Safetywear ltd v Dodd [1988] BCLC 2.6.8 Relief from Liability In general, subject to certain exceptions, only the company may bring an action against a director to recover its losses. Where proceedings for negligence, default, breach of duty or breach of trust are brou ght against a director, the court may relieve him from liability if it considers both that he has acted honestly and reasonably24 .A director may also apply to the court for relief where he has reason to expect that a claim may be made against him. Although a company cannot exempt a director from any liability for negligence, default, breach of duty or breach of trust in relation to the company, it may indemnify the director against defense costs, or costs incurred in an application for relief, provided that the director repays the costs if he is unsuccessful. 2.6.9 Conclusion In order to stay in line with their duties directors must keep a close watch on the companys performance and take appropriate advice and action when necessary. General meeting should be conducted so that shareholders also can have their say in the company matters. [24] CA 1985 s 727

Characterisation and separation of powers - Free Essay Example

Sample details Pages: 4 Words: 1346 Downloads: 8 Date added: 2017/06/26 Category Law Essay Type Narrative essay Tags: Character Essay Did you like this example? Introduction The constitutional validity of the Regulating Organic Food Security Act 2014 (Cth) (Impugned Act, hereafter referred to as IA) is an issue that will be discussed in this essay in addition to whether the National Organic Food Security Commission is valid as well. Both of these will be discussed with regards to the issues of characterisation and separation of powers. Head of power/Trade and Commerce Firstly the scope of power in this case is non-purposive and the physical movement of organic food across state borders satisfies the term trade[1], a term which is enumerated in s51 (i)[2] of the Australian Constitution, under trade and commerce. Don’t waste time! Our writers will create an original "Characterisation and separation of powers" essay for you Create order However the issue arises of whether the IA applies to interstate only. It is implied that s 51 (i) does not give rise to a legislative powers in regards to trade and commerce operating intrastate. For the IA to be enforceable upon Healthy Meals Now and Get-it-there-Quick it must purport to regulate intrastate trade and commerce.Despite this even though there is no explicit power to support intrastate trade regulations[3], intrastate trade may be allowed and be regulated if it is intimately connected to interstate trade and commerce[4] as well as if it is fundamentally economically linked with interstate trade and commerce[5] in which case reasonably is. In determining the constitutional validity of the IA, the Commonwealth Constitution head of power must be interpreted. In relation to this, there are two approaches that can be utilised when observing the IA and the first is to view the IA in regards of the narrow à ¢Ã¢â€š ¬Ã‹Å"golden ruleà ¢Ã¢â€š ¬Ã¢â€ž ¢ approach or secondly on a broad interpretation approach. Both of these have similar fundamentals in terms defining words on their plain definition so that it does not create an illogical outcome. Hence to determine constitutional validity it is in essence to interpret the restrictions of the head of power. In this case the effect of the IA should be measured using a broad interpretation of the trade and commerce power. This approach interprets the legislation whilst maintaining that public policy principles that arise from a piece of legislation remain logical. The important point is that there must be attention to the duties that may arise or be eliminated as a result of the IA in addition to the character of powers and any rights in which the IA may create, change or exclude.[6] To establish the constitutional validity of the National Organic Food Security Commission (NOFSC) it must be characterised to its real character as well as its true nature[7]. The direct operation of the IA within s51 ( i) of the Commonwealth Constitution must be considered so that it can be determined whether or not the NOFSC is a legitimate use of power.[8] The courts also have a duty to determine the proper operation of the IA in eliminating, changing or regulating any privileges, duties, rights and powers[9] in regards to all processes of how organic food is grown and manufactured for public consumption, it is also superfluous to ascertain if the IA is desirable or not, either socially or politically.[10] It is clear that the IA retains specific characteristics including creating the NOFSC, an authority with the power to regulate organic food, however in the case that some functions of the NOFSC do not fall within s51 (i), there is no reason to reject the legitimacy of the IA[11]. Implied incidental power may be relevant in this case, as the IA possibly operates separately from the head of powerà ¢Ã¢â€š ¬Ã¢â€ž ¢s subject matter. The main test to determine whether the IA is within inciden tal range is to see if the IA is within logical and appropriate means in terms of its object or purpose in power.[12] Therefore the link of the IA to s51 (i) in respects to Trade and Commerce is sufficient. This is due to the fact that the IA is made in regards to s51 (i) rather than being insufficient or distant[13], which is why a substantial link to s51 (i) is all that characterisation covers in this case. Judicial Powers The next issue is the application of judicial powers to the NOFSC. The separation of judicial powers is not made explicitly distinct under state constitutions[14]. The two main points to consider are that judicial powers must only be to Chapter (III) courts (who can exercise Chapter (III) powers) and that these courts cannot use non Chapter (III) powers.[15] However administrative roles can be utilised if within incidental range. In terms of the parliament, it cannot use judicial powers that may put the IA and the NOFSC under the constitutional powers o f trade and commerce by trying to affirm certain facts. The next question is whether the IA is exercising the judicial power of the Commonwealth. To determine the meaning of à ¢Ã¢â€š ¬Ã‹Å"judicial powerà ¢Ã¢â€š ¬Ã¢â€ž ¢ it should be considered what were the meaning of the words at the time of the creation of the act.[16] Two judicial powers are that of judicial review and being able to make enforceable decisions that involve legal rights. In this case à ¢Ã¢â€š ¬Ã‹Å"Organic Food Rights Nowà ¢Ã¢â€š ¬Ã¢â€ž ¢ is claiming that the IA is preventing the right to healthy food. However even though the power to enforce is specific to courts the power to make other conclusive determinations of legal rights prevent non-Chapter (III) bodies from making judgements that may have an effect on legal rights, as long as these non-Chapter (III) bodies do not have the power to make decisions that cannot be appealed, that is, any conclusive decisions.[17] Thirdly the IA creates the NOFSC whi ch seems to be exercising judicial power, in addition there is a Federal Court Judge who will head the NOFSC which raises the issue of whether the judge is acting in their personal or judicial capacity. The nature of the power conversed is likely to be judicial and by applying the Persona Designata Rule a federal judge, in this case The Honourable Janice Hamilton, may occupy a non-judicial post.[18] The power of the NOFSC to apply punitive penalties is non-judicial. Based on the constitutional validity of the IA the NOFSC does have the authority over the organic food industry to which the act applies. However what this commission is allowed to do at most is to provide references to a Chapter (III) court so that any breaches of the IA can be legitimately enforced. Conclusion In advising Brendon, Get-it-there-Quick and Organic Food Rights Now, it is clear that it was the parliamentà ¢Ã¢â€š ¬Ã¢â€ž ¢s intention to pass the legislation in regards to interstate trade and commerc e in addition to the creation of the NOFSC which allows the Commonwealth to control subject matters specifically in relation to trade and commerce that operate within the incidental range of s51 (i). The IA is hence not unconstitutional. In regards to the separation of powers, the NOFSC is invalid in its decisions that apply to Brendon and Get-It-There-Quick and its decisions should not be enforceable on these parties. The parties should seek an opportunity to represent their case at a hearing and appeal to a court if necessary. Maanik Ruprai 17516642 [1] W A McAthur Ltd v Queensland (1920) 28 CLR 530 [2] Commonwealth of Australia Constitution Act, s51 (i) [3] R v Burgess; Ex Parte Henry(1936) 55 CLR 608 [4] Redfern v Dunlop Rubber Australia Ltd(1964) 110CLR194 [5] Minister for Justice (WA) (Ex rel Ansett Transport Industries (Operations) Pty Ltd) v Australian National Airlines Commission (1976) 138 CLR 492 [6] Fairfax v Federal Commissioner of Taxation (1965) 114 CLR [7] Bank of New South Wales v The Commonwealth(1948) 76CLR1 [8] Australian National Airways Pty Ltd v Commonwealth (No 1)(1945) 71CLR29 [9] Bank of New South Wales v The Commonwealth(1948) 76CLR1 [10] Australian National Airways Pty Ltd v Commonwealth (No 1)(1945) 71CLR29 [11] Murphyores Inc Pty Ltd v Commonwealth(1976) 136CLR1, [1976] HCA 20 [12] R v Burgess; Ex parte Henry(1936) 55CLR608 [13] Re Dingian and Ors Ex Parte Wagner and Anor [1995] HCA 16, 183 CLR 323, 128 ALR 81 [14] Building Construction Employeesà ¢Ã¢â€š ¬Ã ¢â€ž ¢ and Buildersà ¢Ã¢â€š ¬Ã¢â€ž ¢ Labourers Federation (NSW) v Minister for Industrial Relations (1986) 7 NSWLR 372 [15] R v. Kirby; Ex parte Boilermakers Society of Australia[1956] HCA 10, (1956) 94CLR254 [16] Attorney-General for New South Wales v Brewery Employees Union of New South Wales) (1908) 6 CLR 469 [17] Shell Co. of Australia Ltd v Federal Commissioner of Taxation (1930) 44 CLR 530 [18] Hilton v Wells(1984) 157 CLR 57