Free Essays on Spanish

Span-301 I. Las à ©pocas principales y consecuencias de la romnanizacià ³n. La romanizacià ³n de la Penà ­nsula Ibà ©rica, y de sus pueblos fue el comienzo de la historia de Espaà ±a. Guerra Pà ºnica (264 – 146 a.C.), la victoria definitiva de Roma con la conquista y eliminacià ³n total de Cartago (146 a.C.) senalà ³ comienzo de la romanizacià ³n de los pueblos europeos. La guerra Pà ºnica se divide en dos perà ­odos, la primera duro 246-241 a.C., y la segunda duro desde 218 a.C. hasta 201 a.C.. La primera fue sobre el dominio sobre Sicilia, cual los cartagineses fue derrotado perdiendo las islas de Cà ³rcega y Cerdeà ±a. La segunda guerra fue la batalla entre Anà ­bal, uno de los mejores generales cartagineses, y Publio Cornelio Escipià ³n. La segunda guerra se termino con la victoria del general Escipià ³n trayendo victoria y extencià ³n del Imperio Romano, y con el conquistacià ³n de Carthago Nova, la capital cartaginesa de la Penà ­nsula. Aunque la Guerras Pà ºnica se terminà ³, conquista total no fue tan facà ­l. Domi nacià ³n se tomà ³ varios etapas. La primera etapa de la conquista romana fue desde el aà ±o 218 a.C. hasta 205. Tambien, la primera etapa coincidià ³ con la segunda Guerra Pà ºnica, cuando Cneo Escipià ³n desembarco en Ampurias. Durante estos aà ±os se nacieron Hispania citerior, este parte de la peninsula y ulterior, el sur de la Penà ­nsula Ibà ©rica. La segunda etapa de la conquista y dominacià ³n fue ms larga y difà ­cil. Para conquistar la Meseta Central, los romanos tenà ­a que derrotar o pelear contra rebelià ³n de las tribus lusitanas y celtibà ©ricas. El consà ºl Metelo se logrà ³ conquistar algunos regià ³nes pero no fue capaz de conquistar la ciudad de Numancia. Pero Escipià ³n Emiliano, el vencedor de Cartago logrà ³ a vencer Numancia, y asà ­, los romanos extendià ³ sus territorios por el resto de la Penà ­nsula. Exactamente dos siglos despuà ©s el desembarco de Escipià ³n en Ampurias (218 a.C.) los romanos se completà ³ la oc... Free Essays on Spanish Free Essays on Spanish Span-301 I. Las à ©pocas principales y consecuencias de la romnanizacià ³n. La romanizacià ³n de la Penà ­nsula Ibà ©rica, y de sus pueblos fue el comienzo de la historia de Espaà ±a. Guerra Pà ºnica (264 – 146 a.C.), la victoria definitiva de Roma con la conquista y eliminacià ³n total de Cartago (146 a.C.) senalà ³ comienzo de la romanizacià ³n de los pueblos europeos. La guerra Pà ºnica se divide en dos perà ­odos, la primera duro 246-241 a.C., y la segunda duro desde 218 a.C. hasta 201 a.C.. La primera fue sobre el dominio sobre Sicilia, cual los cartagineses fue derrotado perdiendo las islas de Cà ³rcega y Cerdeà ±a. La segunda guerra fue la batalla entre Anà ­bal, uno de los mejores generales cartagineses, y Publio Cornelio Escipià ³n. La segunda guerra se termino con la victoria del general Escipià ³n trayendo victoria y extencià ³n del Imperio Romano, y con el conquistacià ³n de Carthago Nova, la capital cartaginesa de la Penà ­nsula. Aunque la Guerras Pà ºnica se terminà ³, conquista total no fue tan facà ­l. Domi nacià ³n se tomà ³ varios etapas. La primera etapa de la conquista romana fue desde el aà ±o 218 a.C. hasta 205. Tambien, la primera etapa coincidià ³ con la segunda Guerra Pà ºnica, cuando Cneo Escipià ³n desembarco en Ampurias. Durante estos aà ±os se nacieron Hispania citerior, este parte de la peninsula y ulterior, el sur de la Penà ­nsula Ibà ©rica. La segunda etapa de la conquista y dominacià ³n fue ms larga y difà ­cil. Para conquistar la Meseta Central, los romanos tenà ­a que derrotar o pelear contra rebelià ³n de las tribus lusitanas y celtibà ©ricas. El consà ºl Metelo se logrà ³ conquistar algunos regià ³nes pero no fue capaz de conquistar la ciudad de Numancia. Pero Escipià ³n Emiliano, el vencedor de Cartago logrà ³ a vencer Numancia, y asà ­, los romanos extendià ³ sus territorios por el resto de la Penà ­nsula. Exactamente dos siglos despuà ©s el desembarco de Escipià ³n en Ampurias (218 a.C.) los romanos se completà ³ la oc... Free Essays on Spanish Question: What it means to be Hispanic. I'm very proud of my Hispanic heritage as I am of being an American citizen. I would like fellow citizens of the USA to look at Hispanics in terms of the contributions to this great country, instead of doing so in terms of statistics. I am who I am today due to the fact that I have good parents and friends. I feel that the richness of the cultures in Latin America has opened new avenues for me. It has made me to become a person who is able to have a better understanding of different situations. It means a great deal to be Hispanic. I take great pride in being Puerto Rican but I also always feel as though I have to defend my fellow Hispanics due to the fact that not a lot of people respect the Hispanic race as a whole. I continually explain that Hispanics, Puerto Ricans, come in all colors and that I am not an African American just because I have dark skin. I always protect my race and voice my opinion when I hear something about Hispanics that is not necessarily true and also when we are stereotyped. . It also gives me great pride to be a part of what has made this country great, which is a mixture of many nationalities. Being an American of Hispanic heritage makes me proud to know that I have a past as well as a future. For a quick note, as big as the Hispanic market is today, the real news is it's growing rapidly. By 2010, it's estimated that Hispanic-Americans will surpass African-Americans as the largest minority group. Also noteworthy is the Hispanic youth movement. Thirty five percent of Latinos are under the age of 18. This brings me great joy because it shows the up rise in the Hispanic world and how we have overcome all the obstacles to better our society and create a name for the Hispanic world. I will forever be grateful to all the Hispanics who set a precedent in this country and to the young leaders of today and that’s why I am proud to be a Hispanic and that’s what I ...

Antivirus Is Protective Software Computer Science Essay

Antivirus Is Protective Software Computer Science Essay Antivirus is protective software designed for protecting your computers system & smart cell phones against Virus, Trojans & Hijackers etc. These all Viruses, Trojans & Win32 etc are called Malicious Software in computer world. All Antivirus software run in the background at all times to protect & defense your computers system & smart cell phones & some antivirus are automatically updated through internet & some antivirus are needs manual updated through internet to protect your systems against Malicious software. Introduction: Antivirus software provides an many essential layer for multitude of the Virus, win32, Trojans & worm etc. The first document removal of the computer viruses was written by â€Å"Bernd Fix†. There are two types antivirus application in the computer world so that the time of the â€Å"Atari ST† platform designed in ‘1987’ & the first one was â€Å"G Data† & second was â€Å"UVK 2000† made by â€Å"Bernd Fix† in â €˜1987’.The word ‘Antivirus’ is come from the word â€Å"Antibiotic† which means implies combat with an invading force of the programs. â€Å"Fred Cohen† designed the strategies relative to an Antivirus software & program in ‘1988’ to solve the virus problems. The old & previews years Antivirus software are not so good because those software only detected the Virus & Spyware etc & remove it from your computers system & damage your some operating system files inside your computers & now AntiVirus software much better than old ones because it detected the virus & remove it without deleting your operating system files inside your computers & it also fight against new malicious software which come from internet network. Well in the preview years Antivirus software are not completely free downloadable on the internet means you could only find some antivirus software with trial version & now Antivirus software are completely free download without trial version . New Antivirus also checked the incoming & outgoing mail, email attachments etc. It also have internet security for internet threats. Advantages and Disadvantages: Antivirus software is very useful in the preventing, controlling, virus & many more viruses program, which can damage the computers components from inside & operating system files to. Antivirus software are used for the methodologies for searching killing Viruses& some of the well knows patterns of computer data & programs. Antivirus programs are very effective against the viruses program, whose is the biggest threat for your computer systems. Antivirus program has some limitations & drawbacks on the other hand, which effect on the computer system performance. In the computer world, inexperienced users can have many problems with the antivirus programs or software such as inabilities to understand, threats of the software & success of the antivirus programs & software are dependent on the ability of the user to understand Or knowing the right kind of balance between the positives & negatives things in the computer world. Antivirus software or programs can cause problems during the installation window in the computer system or upgrade the Windows Service packs in the computer system. Antivirus software can be hampered some few software programs because it used it own firewall to block application to store in the computer system. e.g. True Crypt. Some Antivirus program will not knowing by the policy assessment before make it own policy when it install in the computer system.

Music as a Means of Expressing Identity and Change in the Music Essay

Music as a Means of Expressing Identity and Change in the Music Industry - Essay Example The message conveyed in the music was not necessary false, but it was exaggerated in some manner (Whitfield). A typical example is L. Wolfe Gilbert who depicted â€Å"The levee, in old Alabammy†. It should be noted that the state is one hundred and fifty miles east of any levees. L. Wolfe Gilbert had some knowledge about the Black Sea because he was born in Ukraine, but he had no knowledge of the Mississippi River. Therefore, singing about the levee when he had no knowledge of any levee was a way of presenting imagination as truth, through music. Those who knew the levees, listened to his music, and identified with it, expressing their identity, a form of forgery it was. Another example of false reality is George Gershwin’s biggest hit, â€Å"Swanee† (Whitfield). The musician, George Gershwin, presented in his music, information about the Suwannee River as a reality, but this was a forged reality. This is because George Gershwin and his lyricist visited the Suwan nee River, only after their song had become so famous in the nation. This means that the two had no first hand experience or practical information about the Suwannee River, but they fantasised the information they sang about the river (Whitfield). That is why, during their visit to the river, they found the location not as impressive as expected, and were shocked on knowing the reality. Whoever who listened to the song, thinking that the artists knew the reality about what they were singing forged whatever the identity that s/he expressed about who s/he is. Nora Bayes produced soothing and famous hits such as ‘Shine On and Harvest Moon, but her song’s composer, Harry Von Tilzer was not a husbandman (Whitfield). The songs were used by listeners... This "Music as a Means of Expressing Identity and Change in the Music Industry" essay outlines interesting point of view on the music and purposes in which people use it. Also, it researches the music of the history and its development. The music industry has gone through several cycles of corporate consolidation and diversification since the late 19th century. Often these swings occurred in response to technological innovations or legal proceedings. There various moments of change that music has passed through, and such moments have had some effects on the sound of popular music. One such moment was the period when live performances lost their role in music. Initially, musicians performed their music live in clubs. The loss of the role of live performances in music led to led to the split of music genres. As a result, the use of discos where music was played in clubs became common. For instance, the Beatles made rock to be the most popular concert and album of their time (Wald). The making of rock the most popular concert and music of this time had a positive effect on the sound of popular music. There was more respect for popular music, as a result of this. It should also be noted that jazz music attained a widespread respectability as well, only after it had ceased to be a mainstream pop style. This is because he artists had capitalised on technological advancements to alter the beats of popular music. Later, due to technological advancements, rock music was separated from its rhythmic and cultural roots.

Management assignment Example | Topics and Well Written Essays - 500 words - 1

Management - Assignment Example eer has to do with business management in a busy organization but I intend to change to a career associated with information technology and work with the American Red Cross organization. American Red Cross is part of the Global Red Cross society that responds to emergencies and offer immediate help whenever required. I have a lot of interest in the digital technology and feel that I need to help and rescue many people who suffer injuries during disasters, accidents, or clashes. My career change relates to the current technology by the use of the social media and mobile application to alert the organization I intend to work with and the entire team on any urgent help that may be required. I intend to work as a volunteer first to help the management in digitalizing almost all the activities involving rescue missions. The career transition will involve many changes especially on my way of thinking as a rescuer, a volunteer, and not just a manager in an office. After changing my career, I will assist the other members of staff who are not conversant with the modern technology and will require the majority of them to have application software that will enable reporting of such incidents. I expect some workers to shift department to allow technological experts in some departments that will handle the digital transmission of live data from accident scenes giving the maps of the location. I am ready for the career change and feel that I will be of great help to the Red Cross community once I join them as a volunteer. I will work hand in convincing the management leaders to adopt digital technology such as the use of the social media and digital maps to respond to emergencies. Some natural calamities such as earthquakes, floods, droughts, and accidents have risen to high levels requiring a faster means to communicate and get the Red Cross rescuers ready for the missions. Technology will play a great part in ensuring that everyone arrives at the scene on time and I will

Southern Comfort :: essays papers

Southern Comfort Visual communications I We are shaped by the world around us, all we experience in life determines our way of thinking and ultimately defines who we are. This essay will show how the film "southern comfort" demonstrates this and how perception is affected by our surrounding and our experiences. The commanding officer of team Bravo because of his service and Discharge in the Vietnam war gave him the leadership qualities the would have been a great help later in the film,. He , while he was alive, displayed some bitterness at the fact that he was in the national guard and not fighting in the war, that he cast aside to and now had to lead a bunch of misfits in routine training exercises he believed would never put to good use. The fact that he Allowed his men to steal canoes from locals displays his weariness of the service because no normal commanding officer would allow such acts within the US Reese was decidedly the proverbial rebel without a cause. He displayed an apathetic attitude since he was a new addition to the national guard in the state of Louisiana. His unpleasant past experiences in the Texas national guard lead him to believe it would be no different in this unit and so became the stereotypical rebel without a cause.Interacting with the others "troops" when spoken to and never in a receptive fashion. So it is not surprising that when faced in that combat situation he did not volunteer his opinion of impose his will on the other troops unless the situation was critical to their survival. Stuckie, otherwise know as the village idiot in any other environment, did not present any maturity to any one, the fact that he pointed an armed weapon and fired it at a fellow officer despite using blanks demonstrated that fact quite clearly. He viewed everthing as a joke and took nothing seriously especially Firearms and by his actions, shooting on the Cajuns with blanks, put Bravo team in jeopardy. If it were not for his immaturity and shear stupidity, bravo may have been spared however there wouldn't be much of a movie either. Cultural differences also contribute a a persons personality. The black officer was a reminder of that in addition to be a token black character so that African Americans who viewed this movie could identify with it. Southern Comfort :: essays papers Southern Comfort Visual communications I We are shaped by the world around us, all we experience in life determines our way of thinking and ultimately defines who we are. This essay will show how the film "southern comfort" demonstrates this and how perception is affected by our surrounding and our experiences. The commanding officer of team Bravo because of his service and Discharge in the Vietnam war gave him the leadership qualities the would have been a great help later in the film,. He , while he was alive, displayed some bitterness at the fact that he was in the national guard and not fighting in the war, that he cast aside to and now had to lead a bunch of misfits in routine training exercises he believed would never put to good use. The fact that he Allowed his men to steal canoes from locals displays his weariness of the service because no normal commanding officer would allow such acts within the US Reese was decidedly the proverbial rebel without a cause. He displayed an apathetic attitude since he was a new addition to the national guard in the state of Louisiana. His unpleasant past experiences in the Texas national guard lead him to believe it would be no different in this unit and so became the stereotypical rebel without a cause.Interacting with the others "troops" when spoken to and never in a receptive fashion. So it is not surprising that when faced in that combat situation he did not volunteer his opinion of impose his will on the other troops unless the situation was critical to their survival. Stuckie, otherwise know as the village idiot in any other environment, did not present any maturity to any one, the fact that he pointed an armed weapon and fired it at a fellow officer despite using blanks demonstrated that fact quite clearly. He viewed everthing as a joke and took nothing seriously especially Firearms and by his actions, shooting on the Cajuns with blanks, put Bravo team in jeopardy. If it were not for his immaturity and shear stupidity, bravo may have been spared however there wouldn't be much of a movie either. Cultural differences also contribute a a persons personality. The black officer was a reminder of that in addition to be a token black character so that African Americans who viewed this movie could identify with it.

A Raisin in the Sun Textual Analysis (2008)

The film ‘A Raisin in the Sun’ (2008) is the hybridity genre of comedy and a realist drama. Its setting is a small apartment in Chicago, in the 1950s at times of racism segregation and also segregation towards women. The situation is that the protagonist is the film wants to be rich. The target audience for this film would be from the age of 18+ as I feel it is directed more to the older people in society although the film is a PG. Its demographic audience would be some one of the B-C2 range. ‘A Raisin in the Sun Todorov’s narrative structure starts with equilibrium as even though the family is poor they are still happy even though they are struggling. Also as they receive the life insurance from Lena’s late husband. It moves on to disruption of equilibrium as when Lena gives Walter the money he loses it in his business. The disequilibrium continues as Ruth, Walters wife falls pregnant and is scared to tell Walter. The reinstatement of equilibrium is when Lena buys the house and they are all able to move in and are finally happy. The codes and convections that show the poorness of the family were there dress codes. There all wore cloths that would be worn by someone of a lower class as they were dirty and you could see that they were sewn back up in places. If they were of the richer class they would wear expensive suits and dress. They lived in a small apartment where there son had to sleep on the sofa, Beneatha and Lena had to share a room, this connotates that the family are struggling and there not enough room for everyone in the small apartment. They had to wake up early in the morning just to have a bath in time for work. All these add up to the fact that the segregation in those times was bad, and black people had to struggle to survive, and be persistent to be able to find their way through life. A Subversion of gender comes in three times; Firstly Walter ridicules Beneatha for wanting to be a doctor. In the 1950s women tended to be nurses not doctors as they felt men were much more capable and smarter this. But Beneatha had the persistence and had family should of supported her. The second time is when Lena Younger chooses to give Walter the money instead of Beneatha who needed it more for her education, just because Walter was ‘the man of the house’ by Lena’s gesture codes you can connotate that she didn’t really want to give him the money but felt she had to just to please him.. The third time was when Beneatha began to say that she doesn’t believe in God, which earned her a slap across the face from her mother. The director increases the diegetic sound of the slap to emphasize on the importance of it. Also bringing in a close up on Beneatha’s face to show her reaction. Her reaction dennotates shock however connotates the fact that she’s hurt that her mum would ever do something like that to her.

The Statutory Contract in Section 33(1) Companies Act 2006 - Free Essay Example

Sample details Pages: 10 Words: 2851 Downloads: 1 Date added: 2017/06/26 Category Law Essay Type Research paper Did you like this example? It has often been said s 33 (1) Companies Act 2006 creates a statutory contract, albeit one with very distinctive features. Explain the nature of this statutory contract and who may enforce the provisions of the Articles of Association as a result. The introduction of the Companies Act 2006 amended the law regulating corporations which had been heavily criticized over the last century. In United Kingdom, a company is created by registering it with a government agency called Companies House, which is an executive agency of the Department for Business, Innovation and Skills. Don’t waste time! Our writers will create an original "The Statutory Contract in Section 33(1) Companies Act 2006" essay for you Create order It is a distinct part of the government department with its own budget. The Chief Executive of Companies House is the registrar of companies. In order to register a new company the following items must be filed in an application; (a) a memorandum of association, which forms the company, (b) an application for registration, (c) the companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s constitution, contained in articles of association and initial shareholdings, (d) a statement of the companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s proposed officer and (f) a statement of compliance.[1] The Companies Act (CA) 2006 makes a primary change to the companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s constitution. Henceforth the company will effectively have a single constitution. The articles of association will become the companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s constitution. Formerly there were two components to the constitution the memorandum of association and the articles of association.[2] Section 33 of the CA 2006, states that à ¢Ã¢â€š ¬Ã…“the provisions of a companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s constitution bind the company and its members to the same extent as if there were covenants on the part of the company and of each member to observe those provisionsà ¢Ã¢â€š ¬Ã‚  whereas under the old s 14 of the CA 1985, the memorandum and articles of association, when registered hold both the company and its members accountable to the same extent as if they had respectively been signed and sealed by each member, and provided that they contained covenants on the part of each member to observe all the provisions of the memorandum and articles.à ¢Ã¢â€š ¬Ã‚  Now The phrase à ¢Ã¢â€š ¬Ã…“on the part of the company and each memberà ¢Ã¢â€š ¬Ã‚ , as opposed to simply à ¢Ã¢â€š ¬Ã…“on the part of each memberà ¢Ã¢â€š ¬Ã‚  is included in s 33 (1) CA 2006. The wording of this section, except certain minor variations, may be traced back to the Companies Act 1844. This particular Act adopted the method of forming an unincorporated joint stock company which existed at that time. In effect, the phraseology of previous versions of s 33 ignoring the fact that the company was a separate legal entity appeared to suggest that articles bound only the members. The updated wording of the CA 2006 apparently addressed this oversight.[3] Articles of association sets out the internal regulations of the company, covering matters such as calling of company meetings, appointment, removal powers of directors, keeping of accounts, payment of dividends and issuing new shares and pre-emption rights. A memorandum of association as defined now in s 8 of the Act is a prescribed form and contains a statement that the subscribers wish to form a company and become members of that company when it is incorporated. If the company has share capital it must also state that the subscribers agree to take at least one share each. Although this is the document which formally seeks to form the company, it is no longer a constitutional document unlike the posi tion under the CA 1985. An application sets out the companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s proposed name, country of registration, liability of members (under CA 2006, companies continue to be limited by shares or by guarantee or can be unlimited), and whether the company to be private or public, and also must contain the intended address.[4] As defined in s 17 of the Companies Act 2006 (CA) companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s constitution as including the articles of association along with any resolutions and agreements to which Chapter 3 applies.[5] In general, those setting up a company are free to choose any name they wish. They are, however, constrained by certain rules.[6] Like ss 58-59 of the CA state that ltd or plc must follow the name. On the other hand Companies House keeps a record of all names and will not register a company with the same name as one already on the register. Restrictions on names include names which would be offensive, blasphemous or treasonous or likely to incite racial hatred. Also specific approval of the Secretary of State is needed for names that might suggest a connection with government or local authority (s 54). Names or words like police, queen, Great Britain also need approval of Secretary of State. During the life of the company the members may change the name by special resolution (a vote needing a 75% of majority).[7] It should be noted that under the CA 1985 companies were required to determine the objects in the memorandum, which means that they had to specify exactly what they were empowered to do. Therefore, if a company stepped outside the objects specified , then the company had no legal capacity to do and such transactions would be deemed to be à ¢Ã¢â€š ¬Ã…“ulta viresà ¢Ã¢â€š ¬Ã‚  (beyond authority) and, therefore, invalid. This was a problem from the moment that companies wanted to be able to scrutinize business opportunities that were profitable. So, in re-examining the area of law, new companies registered since 2006 Act will have unrestricted objects unless the company chooses to have an objects clause restricting what it can do companies from before CA 2006 with an object clause have the power to remove it.[8] Unusual features of the contract The contract formed by articles of association differs from a contract of sale of goods or a contact for the construction of building: it does not provide for each party to fulfil certain obligations after which the contract ends. The articles of association of a company are part of the companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s constitution, which sets the internal rules governing decision à ¢Ã¢â€š ¬Ã¢â‚¬Å" making in the company and being the framework within which the company operates. The contract formed by articles of association is of a type sometimes called à ¢Ã¢â€š ¬Ã…“rational contractà ¢Ã¢â€š ¬Ã‚ , which is characterized by longevity and imperfection, that is, the contract that does not predict the outcome under any circumstance.[9] Bratton Seymour Service Co Ltd v Oxborough [1992] is an indicative case where the Court of Appeal noted that there is considerable difference between the articles of association and a normal contract. The courts have no jurisdiction to rectify the articles of association of a company even if they do not agree with what has been the intention of the contracting parties.[10] It is obvious that s 33 (1) creates a statutory contract which binds the company and the members under the provisions of companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s constitution. The long term dynamic nature of the relationship between the company and its members and between the members themselves means that ultimately the articles of association may need amendment. CA 2006 s 21 provides that, subject to any provision for entrenchment, articles can be amended by the members by a 75 per cent of majority of the contracting parties against the wishes of the minority, subject to any provision for entrenchment. In relation to articles of association, unlike a normal contract, the court will not exercise its power to rectify a document and, when interpreting articles, will not take into account surrounding circumstances known to those who registered or amended them. This was illustrated in Scott v Frank F Scott (London) Ltd [1940] where the court found the issue of construction in favour of the claimant and, additionally found that there was no margin for rectification of a companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s constitution.[11] Enforcing the Contract (Enforcing the Articles) The legal rights of a company belong to the company as a separate person and any wrong to the company the dominant pretender is the company not the member. The case of Foss v Harbottle (1843) reflects the general principle of company law according to which in order to rectify something wrong done to a company or to the companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s property, or to enforce rights of the company, the company itself is the proper claimant, and the court w ill not ordinarily entertain an action brought on behalf of the company by a shareholder.[12] The rules in the above case emphasise the courts desire to prevent multiplicity of shareholders suits, to eliminate vexatious and wasteful actions by shareholders and to recognise separate corporate personality.[13] Company enforce the articles against a Member According to s 33 CA 2006 both the company and its members are bound to the same extent according to the provisions of a companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s constitution. This was not clear from the wording of the old s 14 CA 1985. However, judiciary systematically held that the company was a party to the contract. This was defined in Hickman v Kent or Romney Marsh Sheep-Breeders Association [1915] where it was held that the memorandum and the articles of association constitute a contract between the company and the members. Thereafter, in Hickman, a provision requiring a member to refer any dispute with company to arbitration was he ld binding on the member.[14] Member enforce the Articles against a Member It is obvious that the contract binds the members and the company together, but it was misty whether it binds the memberà ¢Ã¢â€š ¬Ã¢â€ž ¢s inter se, but does it meaning that each member has a binding enforceable contract with every other member and, therefore, a shareholder enforces the provisions of the articles against another shareholder. Thus, the simple question as to whom the proper claimant in such an action would be remains pending and, consequently has been the subject of judicial debate and confusion. In Re Tavarone Mining Co, Pritchardà ¢Ã¢â€š ¬Ã¢â€ž ¢s Case (1873), Mellish LJ said: à ¢Ã¢â€š ¬Ã…“the articles of association are simply a contract as between the shareholders inter se in respect of their rights as shareholders. They are the deed of partnership by which the shareholders agree inter se.à ¢Ã¢â€š ¬Ã‚ [15] Further, in Wood v Odessa Waterworks Co (1889), Stirling LJ said: à ¢Ã¢â€š ¬Ã…“the articles of association constitute a contract not merely between the shareholders and the company, but between each individual shareholder and every other.à ¢Ã¢â€š ¬Ã‚  However, the courts have been reluctant to provide members of companies with contractual remedies in disputes between members. In Welton v Saffrey [1897], Lord Herschell said: à ¢Ã¢â€š ¬Ã…“à ¢Ã¢â€š ¬Ã‚ ¦ there is no contract in terms between the individual members of the company; but the articles do not any the less, in my opinion, regulate their rights inter se. Such rights can only be enforced by or against a member through the company, or through liquidator representing the company; but I think that no members has, as between himself and another member, any right beyond that which the contract with the company gives.à ¢Ã¢â€š ¬Ã‚  In addition, in Salmon v Quin and Axtens Ltd [1909], Farwell LJ, after citing with approval the dictum of Stirling LJ quoted earlier said: à ¢Ã¢â€š ¬Ã…“à ƒ ¢Ã¢â€š ¬Ã‚ ¦it may well be that the court would not enforce the covenant as between individual shareholders in most cases.à ¢Ã¢â€š ¬Ã‚ [16] The only directly relevant case is Rayfield v Hands [1960], where Vaisey J interpreted the reference to the directors and so held that the article concerned membership and had contractual force.[17] Specifically he said: à ¢Ã¢â€š ¬Ã…“there is a contract inter se directly enforceable by the members against each other, BUT this is not of general applicationà ¢Ã¢â€š ¬Ã‚  and stressed the quasi partnership nature of the company he was dealing with.[18] This situation is the most controversial, and it may be that there are further limits on direct enforceability between members.[19] Therefore, s 33 (1) derived from its predecessors in order to correct the statutory contract, that is, a contract which binds the members and the company inter se but also binds each member inter se. Member enforce the Article against the Company Conf licting interpretations of the issue seem to be problematic according to the capacity of the shareholder to enforce what he perceives to be his rights under the articles of association against the company. But, membership rights which have been conferred on the member à ¢Ã¢â€š ¬Ã…“qua memberà ¢Ã¢â€š ¬Ã‚  can be enforced. An illustrating case is Pender v Lushington (1877), where during a meeting of members the chairman refused to accept Penderà ¢Ã¢â€š ¬Ã¢â€ž ¢s votes. He asked the court to grant an injunction to stop the directors acting contrary to the resolution. He succeeded on the basis of the contract in the articles, which bound the company to the shareholders.[20] Additionally, in Wood v Odessa Waterworks Co (1889), Stirling J held that the implication of the article of association was that a dividend must be paid in cash and could not be paid in kind. The company was accordingly restrained from acting upon the resolution.[21] Moreover, Lord Wederburn in an arti cle on Foss v Harbottle pointed out a list of the rights which the courts have, in the past, considered to be personal in nature. He included pre-emption rights, the right to have directors appointed in accordance with the articles, the right to be registered as a shareholder and the right to obtain a share certificate. From the above it can be argued that the matter is still less than clear as to what exactly separates a personal membership right from a general membership right. Furthermore, where it is not a case of the shareholder wanting to enforce a particular right qua member, but rather a breach which constitutes a wrong to the company, then only the company can take an action.[22] On the other hand, whether or not a company sues to enforce its legal rights must be decided by the persons who, under the companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s constitution, have authority to institute legal proceedings in the companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s name. These will normally be the directors. Th e principle that a company is the only person able to claim redress for injury to itself is known as the proper claimant principle. It prevents a member of a company claiming redress on behalf of the company. The principle cannot be avoided by redress for a loss. There are exceptions whether the company is prevented by the wrongdoer from taking action itself. The proper claimant principle applies even if a majority of members support a claim by a member to enforce a right of the company, Mozley v Alston (1847) and if all members are claiming, Hawkesbury Development Co Ltd v Landmark Finance Pty Ltd (1969).[23] Can an Outsider enforce the Articles? The articles are a statutory contract between company and members and are therefore, not deemed to constitute a contract between the company and an outsider. They only bind the members in their capacity as members. In Eley v Positive Government Security Life Assurance Co Ltd (1876), the court held that he was an outsider and could not enforce the contract in his capacity as a solicitor. But, it was not clear from the decision whether the position would have been different had he sued as a member. The articles only gave him rights in his capacity as a member.[24] In Browne v La Trinidad [1887], à ¢Ã¢â€š ¬Ã…“ it would be remarkable that, upon the shares being allotted to him, a contract between him and a company, as to a matter not connected with holding of shares, should arise.à ¢Ã¢â€š ¬Ã‚ [25] Further, in Hickman v Kent or Romney Marsh Sheep-Breederà ¢Ã¢â€š ¬Ã¢â€ž ¢s Association [1915], Ashbury J said: à ¢Ã¢â€š ¬Ã…“alike to all shareholders and can only exist by virtue of some contract between such person and the company, and the subsequent allotment of shares to an outsider in whose favour such an article is inserted does not enable him to sue the company on such an article.à ¢Ã¢â€š ¬Ã‚ [26] However, on occasion, the companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s constitution may form the basis of a separat e agreement. This was the case, for instance, in Re New British Iron Company ex p Beckwith [1898], where directors were able to imply a contract on the same terms as the articles when suing for their remuneration. Nevertheless, if this is the case then the contract incorporating the terms of the companyà ¢Ã¢â€š ¬Ã¢â€ž ¢s articles may well be on alterable terms since the articles are freely alterable by the company.[27] Be that as it may, articles of association, traditionally caused confusion to both academics and students alike given its conflicting legal effects. S 33 of the Companies Act 2006, which replaced s 14 of the Companies Act, significantly has updated the wording of this traditional awkward section and, consequently resolved some elements especially that of the articles binding both equally the company and its members. Evidently, there are a lot of gaps and it seems that the only pertinent conclusion to be reached is that s 33 (1) is a complicated contract, unlikely to be settled by precedent, and even with the coming of the modern and uploaded Companies Act 2006, the ongoing debate, most likely, will intensify. Page 1 of 7 [1] Mayson, French Ryan, 2013, Company Law, 30th edition, Oxford United Press, at pg. 42 [2] Bourne,N, 2011, Bourne on Company Law, 5th edition, Routledge, at pg. 76 [3] Wilde, C, Weinstein, S, 2009, Smith Keenanà ¢Ã¢â€š ¬Ã¢â€ž ¢s Company Law, 14th edition, Pearson Education Limited, at pg. 82 [4] Sime, S, 2010, Company Law in Practice, 8th edition, Oxford University Press, at pg. 22-23 [5] Ibid 3 at pg 81 [6] Ibid 1 at pg. 77 [7] Lecture Handouts [8] Ibid 7 [9] Ibid 1 at pg. 79 [10] Ibid 2 at pg. 116 [11] Ibid 2 at pg. 116 [12] Ibid 4 at pg. 253 [13] Ibid 7 [14] Ibid 2 at pg. 113 [15] Ibid 1 at pg. 79 [16] Ibid 1 at pg. 89 [17] Ibid 2 at pg. 90 [18] [1960] Ch 1 [19] Ibid 3 at pg. 33 [20] Ibid 4 at pg. 84 [21] Ibid 2 at pg. 207 [22] Ibid 7 [23] Ibid 1 at pg. 560 [24] Ibid 1 at pg. 113-114 [25] Ibid 2 at pg. 81 [26] Ibid 2 at pg. 82 [27] Ibid 1 at pg. 115