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By John Gaskin Graduates from a Film Studies program have a new opportunity in film & video production. Of course, with every opportunity comes a challenge - and in this case, the challenge is to find financing for your, or your employer's, projects. With the advent of digital equipment the scope of film & video production has widened. The usual Hollywood styled film production is no longer the only route to a career for film graduates. There are a multitude of opportunities in audio and visual applications throughout business, government and the entertainment industry. That means OPPORTUNITY for the keenest graduates to produce their own film & video projects, or to land the most interesting positions with leading film & video production companies. Financing has been a dirty word for years in the film industry. The 'Blue Suits' and the cold heart of the banker are synonymous with the enemy of the creative. However, in this new era of opportunity you need to be both the 'Blue Suit' and the creative. How do you find a way to learn about film financing, film budgeting, etc.? First let's look at Film Studies programs. There are so many Film Study programs available now that I find it confusing, and I've worked in the film industry for over 20 years. The Universities are taking a Liberal Arts degree approach to their curriculums, and the Colleges/Schools are primarily taking a hands-on technical approach. In either case, it is unarguable that Film Studies is big business. The following excerpt from The New York Times Company, published
March 6, 2005, made it clear to me how big a business Film Studies really is: "Some 600 colleges and universities in the United States offer programs in film studies or related subjects, a number that has grown steadily over the years. At the University of Southern California, whose School of Cinema-Television is the nation's oldest film school (established in 1929), fully half of the university's 16,500 undergraduate students take at least one cinema/ television class." Which College, School or University will best prepare the graduate for a career in film & video? If a student has invested 2 to 4 years of their lives in this degree, how can they turn it into a worthwhile career? Let's see what the Universities say about their own programs, and the kind of results they expect - that is, what the Graduate will be capable of when entering the work force. This promotional letter, posted on one University's web site, says it all: "A major in Film Studies is not an occupational or professional degree. A sound program of studies in this discipline, however, should qualify a student for a variety of vocational possibilities. Obviously an individual will need to employ his or her knowledge about film in either a creative or a practical capacity and, in either case, exercise the judgment and initiative that a rigorous pursuit of a major in Film Studies should develop." The use of 'should' twice in three sentences tells the story - it's up to you, Bud! Film Studies programs (at any level) either don't address, or don't address strongly enough, the major force behind all film and video production - the MONEY! If the word money is brought up at all, it's only a handshake and a nod. Most undergraduate programs have very little mention of Film Budgeting, and such things as Cost Reports and Business Plans are treated as foreign topics entirely. The Masters programs are only slightly better. The reason for the void of information on such things as Film Budgets, Cost Reports, etc. in the academic sector originates from the big Hollywood production machine. The perpetual negotiations with the three big guilds (SAG, DGA and WGA), as well as with the IATSE & Teamster crew unions has forced the producing studios to be extremely confidential. That era of total confidentiality isn't over, nevertheless there is a huge demand to know more about film financing, film budgeting, etc. The new crop of Independent Film & Video makers want to make their own projects, find their own financing and do their own film budgeting and reporting of production costs. It is even increasingly possible for producers to distribute their own projects over the internet. Believe me, the film school graduate who has a thorough understanding of their Film Studies program, AND understands the basic processes of Film Budgeting, Cost Reporting and Business Plans, is light-years ahead of the pack. A film studies graduate who can help prepare a financing package (that is, help to prepare a Film Budget and a simple Business Plan) would absolutely blow away any Independent Film & Video Production company. Can you imagine an Independent Producer who wouldn't LOVE to have help with preparing and presenting a financing package? I used to assume that the film students had a lack of interest in Film Budgeting and Costs (of any kind). Not anymore. I recently did a survey of film students at a respected film school. Here are the results of the survey: Over 80% of the students said they felt it was important to know more about budgeting and how it affected their careers as filmmakers. Film & Video production is one of the biggest industries in THE WORLD (next to weapon manufacturing, of course). The wide spread use of digital medium has created a new opportunity. That opportunity, although less expensive than the Hollywood style film productions we've grown used to, is still costly and requires financing. How do you get that financing? Where do you start? Answer: You start with the basics of Film Budgeting, Cost Reporting and very simple Business Plans. If you can calculate a focal point, or learn how to operate a video camera, a Film Budget is a piece of cake. Based on my experience over the past 20 years in the film industry, I can confidently say: 1. Graduates from Film Study programs who know the basics of film & video production money (Budgeting, Cost Reporting and Business Plans) will find they can take on more responsibility in their film & video projects, and 2. as a result will have more successful careers than their peers who haven't learned to prepare Film Budgets, who don't understand any production's Cost Report and who never saw a simple Business Plan. So how does a film student get familiar with Budgets, Cost Reports and a simple Business Plan? I've been a Production Auditor for 20 years and I've NEVER shown a crewmember a Final Budget or a Weekly Cost Report (the universally standard financial report card issued to the Financiers and Producers every week) in that entire time. They are considered sacrosanct by Studio Executives, Producers and Financiers everywhere. Well, I'm about to tease you with some relevant articles that will open the door enough to let you walk through. They're written for the complete novice, so be patient if you've already been exposed to budgets and cost reports. Written by John Gaskin - With 20 years experience in the Film Industry as a Production Auditor, John has managed over 40 major films all over the world. John has worked with some of the industries top professionals including academy award winning producer Ron Howard, Brian Grazer, Walter Salles, etc. John is the author of several articles as well as a book,"Walk The Talk". See more "About the Author" at http://www.talkfilm.biz. Article Source: http://EzineArticles.com/?expert=John_Gaskin http://EzineArticles.com/?Film-Financing---Can-Film-Graduates-Take-the-Challenge?&id=103951 purchase phentermine 37.5 phentermine buy phentermine very cheap phentermine phentermine mexico pharmacy

By Prasenjit Kamble What irritates you?, asked she. I looked at her with a look of bewilderment, unable to fathom her question and gauze my correct response. Yes. What irritates me? I dont know. There are many things that irritate me, the most important being, being misunderstood. By misunderstood I mean both wrongly understood as well as not understood. I say a flower and the other person thinks a rose. That irritates me. I want to do something and my self-determinism is inhibited. That irritates me. I dont want to do something and yet I am forced to do it. That irritates me. There are n numbers of things that irritate me. Some at some times, others at all times. I get pissed off and boggle down the scale to the level of apathy. Over there I am in the state of I dont know. I lose my ability to understand why things are happening the way they are. I start doubting myself. Blame the other person, blame myself, think of myself as worthlessuntil I finally find out that I am leading towards a state of no-conclusiona bottomless pit. Nothing works our. Nothing has ever worked out. I become clueless and then I decide to drop the clues; I decide to drop all my efforts. But to me they are clinging so stubbornly that it becomes difficultnearly impossible to drop them. The more I try, the more tightly they cling. I get agitated, start cursing, hitting down things and find myself unworthy of living. I think of suicide. Try to locate things which could take me closer to death, but usually find none. Everything that otherwise would have been enough to separate me from life, at that moment, seems to be worthless. Hanging between life and death, I do not realize. I do not recognize. I just am an agitation, no meaning, no search, no goals. A friend calls me. Initially I refuse to talk. But then the cell keeps on ringing. So finally switch it off. Then restart it after some time. Again he calls. Reluctantly I say Hello. He immediately realizes that I am not okay, that something is amiss. He asks me, but I have no reason, no cause to tell him. I dont know it myself. He persists. I shout at him. That doesnt work. He asks me again. I ask him to shut-up. He hangs-up the phone telling me that he will call me again in sometime. I decide to switch off the phone, but dont. A few moments later, I find myself waiting for his call. He doesnt. My mind rushes, Is he angry? Why did I shout at him? I feel like I must call him and apologize, but find myself unable to do it. My agitation is replaced by a sense of helplessness and guilt. I find myself useless and helpless. Again I am back to a state of not-knowing, but this time, the intensity is reverse. Theres something in me that is releasing. The guilt has overtaken everything else and I start looking for possible hideouts. I find a good one in attacking. I blame the friend for all his past wrongs. I tell myself that he deserved to be shouted for all the mistakes he has done, for all the bad things he has done to me. But that doesnt work. Again I find myself helpless. I call him and ask for help. I need you. I need your help in getting out of this, I say. But within I know this is just a way I am trying to cover my guilt of hurting himthe principle of reverse positivity. He shows as if it has worked. He is ready to help me, but I am not convinced of his motives. His past keeps on ringing in my ears and occasionally sends my faith for a toss. But again and again I find myself asking him for his help. By feeling myself weak, I am just making him feel strong and desiredjust an attempt to foster his ego and get things even. Somehow this seems to work, but I am unhappy. In between those pleas for help, he keeps on handling me, trying to suggest and I keep on erupting. He is patient. I am not. I start blaming myself for behaving in this strange way with him and also for being unable to handle myself. I dont know whats happening and why its happening. I feel myself being misunderstood and un-understood. I am bewildered and unable to fathom myself. I am irritated. And I dont know why. Prasenjit Kamble is an emerging author. He is a specialised therapist in ancient Indian sciences and writes on various topics of human interest including psychology and ancient sciences. He is an active reseacrher in Indian Psychology. Article Source: http://EzineArticles.com/?expert=Prasenjit_Kamble http://EzineArticles.com/?Irritation&id=533586 phentermine online prescriptions cheap phentermine no prescription free shipping buy phentermine online no perscription order phentermine without doctor

By Elaine Sihera If we take all the perceptions, expectations and stages in a relationship, the personal evolution and sexual compatibility, there is obviously a lot of adjustment to do with our partners from the very first day and for every day afterwards. Come to think of it, we are talking about two complete strangers, with their own history and anxieties, who suddenly like each other, move in together and share an intimate and exclusive environment. It stands to reason that, to make a success of that fledgling partnership, they have to learn to live harmoniously which is no easy feat at all. Any relationship is a tug of war between two different people for power and control. The more confident or controlling one partner is, the more he/ she seeks to make the decisions or dictate behaviour and many people become passive in controlling relationships because of their need to belong and feel secure. Often a sense of duty and a desire to seek approval from other parties keep them soome partners rooted in their tracks, even when it is harmful to their existence. When one member of the relationship is more dominant, or doesnt permit self-expression for the other, the emotional growth of both individuals is likely to be stunted and at least one person will begin to experience frustration, disappointment, fear and anxiety. Eventually, anger becomes the predominant emotion, which could overwhelm the relationship, often leaving the couple with a sense of despair and confusion. At this point, many partners tend to think about leaving the union because they cannot understand, or work with, these negative dynamics, neither can they tolerate their own ambivalent feelings. The impulse to run away from it all becomes paramount, but the reality is that no one can run away from himself. It is thus essential that each person is aware of exactly what works for them in a relationship. When each participant can face her inner feelings and behaviour patterns, when he can take responsibility for his actions and leave blame behind, the couple has the best opportunity to repair their relationship. The stereotype of a happy marriage is one of two people who like each other, understand each other well, and settle disputes easily without much rancour. Yet the law of diversity dictates that many stable marriages will not fit such a stereotype at all. Some are volatile (for example, fighting openly but making up passionately at the first opportunity), some wont argue at all but fume inside, making their body language speak louder than words, while others carefully avoid conflicts by sticking to their corner without budging. They dont even try to work things out. Instead, they agree to disagree (Gottman 1994). Criticism of Partner's Behaviour
Perhaps the difference between happy and unhappy couples lies more in the coping mechanism they employ to deal with difficult issues than in the content of the relationship. It seems that, as a basic rule of thumb, truly happy couples have developed various ways of handling the inevitable conflicts, while unhappy couples have been unable to do that and tend to remain stuck in a quicksand of blame. The hallmark of unhappy couples is criticism of their partner's behaviour, which evolves into attacking his or her personality. This eventually degenerates into expressing abusive contempt. Naturally the attacked partner becomes defensive. He/she might deny all blame, feel indignant, counter-attack or completely withdraw emotionally from the situation. Both the attacks (more often made by women) and the defensive refusal to deal with the issues (usually by men) are major parts of the problem. Men, particularly those in unhappy relationships, do not listen to the verbal messages of their partners for fear of what they might hear, or because of arrogance towards them, neither do they pick up on the various non-verbal cues. The argument itself becomes the focus instead of the resolution. On the other hand, happy couples may argue, even shout at each other, but their main aim is to resolve the difficulty. To them, a resolution is more important than any argument. Unhappy couples merely exchange hostile accusations of blame incessantly, using their arguments to replace the resolution. David Olson (University of Minnesota), who has studied over 15,000 married couples, said that 50 per cent of married people will never be happy, unless they get unusually good therapy. Only 25 per cent of couples are likely to have really good marriages, though the remaining 25 per cent could achieve a good relationship through counselling or self-help. Other researchers agree that about 30 per cent of marriages are empty shells having little love, little talk and little joy. Olson believes the most important skills and attributes required in any relationship are: communication skills, conflict resolution skills, compatible personalities, agreement on values and beliefs and, of course, skills which enable enjoyable sex. ELAINE SIHERA (Ms Cyprah - http://www.myspace.com/elaineone and http://www.elainesihera.co.uk) is an expert author, public speaker, media contributor and columnist. The first Black graduate of the OU and a post-graduate of Cambridge University. Elaine is a CONFIDENCE guru and a consultant for Diversity Management, Personal Empowerment and Relationships. Author of: 10 Easy Steps to Growing Older Disgracefully; 10 Easy Steps to Finding Your Ideal Soulmate!; Money, Sex & Compromise and Managing the Diversity Maze, among others (available on http://www.amazon.co.uk as well as her personal website). Also the founder of the British Diversity Awards and the Windrush Men and Women of the Year Achievement Awards. She describes herself as, "Fit, Fabulous, Over-fifty and Ready to Fly!" Article Source: http://EzineArticles.com/?expert=Elaine_Sihera http://EzineArticles.com/?The-Hallmark-of-Unhappy-Couples&id=511003 phentermine 37.5 no prior prescription phentermine pills no prescription phentermine union pharmacy purchase phentermine on line

By Jessica Parker Sometimes, you ask yourself certain questions. These are the questions that you don't really ask yourself but they simply peeps out from some corner of your mind. Some times, you really look for an answer but sometimes you prefer them to be kept unanswered and uncertain. Do I sound vague? Well, I guess all of us have experienced this. Can you deny that you feel happy when a guy keeps talking to you more than anyone else in the group? Again his repeated glances in the midst of conversations is even more fascinating. You simply blush to think about it. Of course it is nice to think about the fact that someone is showing interest towards you. And the fact that you are unsure about the whole thing is even more titillating. But the problem arises when you too start liking this guy and want to be sure whether he actually likes you and is really trying to convey something different through the gestures. You often wonder whether he was flirting just for the sake of it or whether he really wanted to convey some implied messages. Well, there are some rules that apply to flirting. These are the ways to find out whether a guy is really interested. Most women feel at a loss when they try to figure out whether a guy really likes her or not. One of the most common mistakes made by women is that they often assume that a guy is interested when he is checking them out. The fact remains that as long as he checks you out from a distance, he is just considering you for a date. One he makes his choice, he would definitely approach you and introduce himself. Now once he introduces himself you would be able to get more obvious signs that you look for. There are certain facts that would be revealed by his body language. Most men try to explore your face while conversing and his eyes would rotate round your face and rest back at your eyes. Moreover a guy repeatedly looks at he lips of the woman he likes. If you find that his eyes gets softer while he stares at you in the middle of conversation and simultaneously his voice too becomes mild, you are done with it. It simply means that the guy has fallen for you. However the sign languages really differ from one individual to another. For instance a smart guy would actually take the initiative of introducing himself whereas a shy guy would check you out from a distance and would not even look up when you go nearby. But he may just accidentally bump before you at different places. If you are in a movie hall, he may find excuses to site beside you. Whenever you are traveling in a group, you always find him there. A shy guy may ask one of your friends about you and say that actually it is for one of my friends. You would get a more evident sign by the behavior of his friends. If a guy is really interested, his friends would tease you regarding him and notice you more frequently. This makes you feel embarrassed but happy at the same time. However the most common indicator till date is eye contact. A shy guy would watch you from a distance. But the moment you stare back, he would look away. And it becomes a real difficult task to make such a guy propose you. For making a shy guy propose you, it is necessary for you to befriend him and that would make him feel comfortable to open his heart. The indicators stated above would suggest you whether to proceed with a guy or not. However, the fact lies, that when you have to look for such indicators in a man, it may be so that you are actually trying to satisfy yourself and you want to believe that he is actually interested. That means it is not the guy but you who is interested. But when a guy is actually interested, you need not look for such signals, they would just get reflected in his body language. So, what is the point in waiting? Just get hold of the right signal, and reply them back. And you are done with it! Jessica Parker writes on friendships that are broken, relationships that are estranged, religions that are extinct. She explores long lost aspects of life and wishes to express them. She finds 123Greetings.com to be a nice way of expressing her long cherished thoughts. Article Source: http://EzineArticles.com/?expert=Jessica_Parker http://EzineArticles.com/?Read-My-Heart&id=430881 ambien and mood swings ordering ambien online ambien and tripping side effects of ambien and increased pulse rate

By Rapheal Adewale Depression is a mental state marked by melancholy, pessimism or dejection.
Depression can also be defined as a psychotic condition characterized by stuporous withdrawal from reality and intense guilt feelings. Depression is characterized by the following: Loss of confidence in oneself Undue pessimism A feeling of constant helplessness Uncalled for or unexplainable mood changes-i.e an abrupt switch from happiness when nothing has happened to warrant it. Rudeness or aggression that is without apparent cause or which is occasioned by some trivial incident. An unreasonable demand for perfectionism, not only in oneself but also in ones loved ones, friends, business associates and even from things or situation. Habitual underachievement especially if one is adequately equipped to do the work one is called upon to perform. The inability to accept responsibility, often manifested by a recurrent loss of employment or unemployment. Phobias Unreasonable feelings of persecution Self destructive acts Sexual deviation Sudden and dramatic change in sleeping habits Physical ailments and complaints for which there are no organic causes. Most people have blue moods from time to time in their lives. Indeed, when faced with a personal tragedy like the death of a loved one, a normal healthy individual may well undergo a period of depression. A person suffering from the depressive reaction, however has persistent feelings of worthlessness and pessimism unrelated to events that might depress a normal person. An inability to cope with problem situation is gradually magnified into an inability to cope with anything at all. Attempts to mask the crisis by putting on a front-feigning cheerfulness and optimism-give way to episodes of total hopelessness. Suicide is often considered and sometimes attempted. Threat of suicide from a depressed person should always be regarded seriously. Common physical symptoms accompanying depression are fatigue, loss of appetite, and insomania. Rapheal Adewale believes everyone is suppose to enjoy live to the fullness. You can completely STAY out of depression.In this world of uncertainity,lots of people feel depressed and suffer anxiety. But... You can completely STAY FREE from this. Article Source: http://EzineArticles.com/?expert=Rapheal_Adewale http://EzineArticles.com/?Depression-Explained&id=64135 ambien overdose contraindications and information zolpidem help in obtaining ambien sleep medicine free search zolpidem hemitartrate buy prescriptions ativan

By Kiran Sangam 1. Introduction In a Democratic State, all people are equal before law and given equal protection of all laws of the land. It is said that two people are better than one. In other words, it means two or more views or opinions are of better understanding over the subject matter in issue or question and the decision or solutions forwarded or made will focus on the better side or darker side of the subject or object. If there is burning issue and which involves welfare of the people or institution or the minority then only one person cannot decide over the matter because it requires more brains and guts decide. A single individual cannot think in many and different ways, what many people collectively can do. So there is need for more brains to discuss over the issue and come to a reasonable resolution. It is the majority opinion shall prevail. To decide over a matter there must be some minimum number of persons. This is called quorum. There must be a number which can be divided as majority and minority by their opinions and stance. This minimum number is called quorum. For instance, if there are fifteen members in an association, if the prescribed quorum is fixed to five members for a meeting. It means that to commence a meeting there must be minimum five members. These five members can be divided in 3:2. Three is the majority opinion and two is the minority opinion. And the decision taken in the meeting which had quorum is valid and binding on the other members of the association. If the decision is passed without a quorum then it is null and void. So the concept quorum is must for every association, assembly, meetings and others where people assemble to decide over a matter with an interest in mind to reach over a reasonable resolution. The law also recognizes the quorum. Without a quorum a meeting, assembly does not commence to transact its business. So quorum is must and inevitable. The Constitution of India prescribes 1/10th quorum for both houses of the Parliament to decide over its matters. As similar to this the Indian Companies Act prescribes a quorum for the companys meeting to decide over its matters. 2. Meaning of Quorum The word quorum is the Latin term which means of whom. The word quorum denotes the number of members of any body of persons. Whose presence is requisite in order that business may be validly transacted by the body, and that its act may be legal. The term is derived from the wording of the commission appointing justices of peace, which runs we have assigned you, and every two or more of you, and every two or more of you [of Whom (quorum) anyone of you shall be one] our justice to inquire the truth more whence the justices so named were usually called justices of the quorum . Quorum means the number (as a majority) of officers or members of a body that when duly assembled is legally competent to transact business. In other words, quorum means existence of a body of persons of whom a certain specified number are competent to transact the business as a whole. According to Oxford Dictionary, the term quorum means, number of members that must be present to constitute a valid meeting. According to Strouds Judicial Dictionary, where a quorum of directors or shareholders is prescribed that means, imperatively, that no business shall be transacted unless the prescribed number, at least present. Whartons Law Lexicon says, quorum means, the number of members of an administrative or judicial body whose presence is necessary for the acts of the body to be valid. Quorum is a Latin term which means minimum number of members who must be present at a meeting as required by law or rule. The main purpose of having quorum is to avoid decisions being taken at a meeting by a small minority which may be found to be unacceptable to the vast majority members . In Punjab University v. Vijay Singh Lamba , Justice Chandrachud observed as quorum is the minimum number of members of any body of persons whose presence is necessary in order to enable that body to transact its business validly so that its acts may be lawful.. Quorum is the minimum number of members, on whose attendance any validly called meeting can commence its deliberations. It must be noted that such a number of effective members, i.e. members qualified to take part in and to decide upon the questions brought before the meeting, constitute a quorum. The term quorum is not specifically defined under the Indian Companies Act, 1956. But the term is referred in section 174 of Act. Section 174 of the Companies Act speaks of quorum for a meeting ----- 1) Unless the articles of the company provide for a larger number, five members personally present in the case of public company other that a public which has become such by virtue of section 43 A and two members personally present in the case of any other company shall be the quorum for a meeting of the company.
2) Unless the articles of the company otherwise provide, the provisions of the sub-sections (3), (4) and (5) shall apply with respect to the meetings of a public or private company.
3) If within half an hour from the time appointed for holding a meeting of the company, a quorum is not present, the meeting, if called upon the requisition of members, shall stand dissolved.
4) In any other case, the meeting shall stand adjourned to the same day in the next week, at the same time and place, or to such other day and at such other time and place as the Board may determine.
5) If at the adjourned meeting also, a quorum is not present within half an hour from the time appointed for holding the meeting, the members present shall be a quorum.
The provision contained in this clause may be overridden by the articles. This clause seeks to remove a practical difficulty in respect of section 43 A public companies where there may be less than 5 members. It is therefore, proposed to modify section 174 and provide for 2 members to a form a quorum. Some companies may provide the definition and meaning of quorum in their articles. 3. Necessity for Quorum
Quorum for a public company The Quorum for a public company the quorum is 5 members personally in attendance at the meeting. No proxy is counted in forming the quorum. On the language of the section 174 it appears that these 5 members may be entitled to vote on all resolutions or only in respect of one resolution on none at all. If the Chairman finds that the minimum number of 5 members is present, he can proceed with the business of the meeting. At this juncture the question of taking part in discussion or voting for or against any motion does not arise. But it has been held that the quorum must be effective members, members competent to take part in and to decide upon the questions brought before the meeting. Quorum for a private company The quorum at general meetings of private companies and section 43A public company is 2 members personally present, unless the articles of the company provide for a larger number. Waiting period for Quorum The articles of the company may provide as to how long from the appointed time the members will wait for quorum and if no quorum is present within the waiting time what will be fate of the meeting. But if the articles do not provide for such eventualities then the provision of this section will apply. The persons assembled at the appointed place shall wait for half an hour. Rules regarding Quorum As regards quorum at the general meetings, the following rules must be followed: a) For the purpose of ascertaining quorum, only members present in person, and not by proxies, are to be counted. Even the Articles cannot provide for counting of proxies for the purpose of quorum. However, exception to this rule is there in sections 167 and 186. b) Preference shareholders and equity shareholders without voting rights present in the meeting are not to be counted for the purpose of quorum except where the proposed business includes any item directly affecting preference shareholders or they have earned voting rights. c) Joint shareholders are treated as single member for purposes of counting quorum.
In Transcontinental Hotel Ltd., In re , in this Australian case the articles of association of a limited company required that a quorum of two members should be personally present at a meeting of the company to pass a special resolution. It was held that the presence of two persons who were registered as joint holders was a sufficient compliance with the articles of association. In other words, for purpose of quorum, two joint holders were treated as two members of the company. d) A member present in two or more capacities, for instance, as an individual member and trustee, may be counted as two members personally present for the purposes of the quorum. e) If a company is a member of another company, it may authorize a person by a resolution to act as its representative at a meeting of the latter company, and then such a person shall be deemed to be a member present in person and counted for the purpose of quorum (section 187).
However, the donee of general power of attorney cannot be equated with that of a representative appointed under section 187. If the member concerned desires to appoint the donee as proxy, he can do so but in that case, the donee can act only in the same way as any other proxy. Where two or more companies being members of another company appoint a single person as their representative, then each of such companies will be counted in quorum at a meeting of the latter company. f) Where the President of India or the Governor of a State holds shares in a company and appoints a person to act as his representative as a meeting of that company, then such person shall be deemed to be a member present in person and counted for the purposes of quorum (section 187A). g) Where the total number of members of a company is reduced below quorum fixed by the Articles, the rule as to quorum will be deemed to be satisfied if all the members of the company attend the meeting in person. One man meeting If only one member turns up then can be called as a meeting was the question arose in Sharp v. Dawes , in this case there were several shareholders in a company. A meeting was called for the purpose of making a call. Only one shareholder attended the meeting. He, however, held the proxies of other shareholders. He took the chair and passed a resolution for making call and then proposed and passed a vote of thanks. In giving judgment in the Court of Appeal, Lord Coleridge said: The word meeting prima facie means a coming together of more than one person. This was not a meeting within the meaning of the Act. When the Central Government or the Tribunal calls a meeting under section 167 or 186 respectively it may be directed that one member of the company present in person or by proxy shall be deemed to constitute a meeting. This course was adopted in L. Opera Photographic Ltd., Re , in a company consisting of two members with 51:49 holding, the majority shareholder was not able to remove the other from directorship because under the articles a meeting without the other attending was not possible. So the majority applied for a court (here it would be CLB) order that a meeting should be called at which the attendance of one would be the quorum. Since the majority shareholder had a statutory right to remove the other from directorship his right could not be vetoed by quorum requirements and therefore, the court passed necessary orders. In general, one person cannot validly constitute a meeting even if he holds all proxies for all members. On the other hand, in the following circumstances, one person shall form the quorum for a general meeting: a) In case of a class meeting (i.e. a meeting of a class of shareholders) if all shareholders of a particular class are held by one person.
b) If there is only one creditor or debenture holder, he shall constitute quorum for the creditors/ debenture holders meeting.
c) Company Law Board (now Central Government/ Tribunal) may issue directions under section 167 or section 186 that one member, present in person or by proxy shall constitute a quorum. Quorum for Meetings of Directors (Section 287) The quorum for a meeting of the Board of Directors is one-third of its total strength (any fraction to be rounded off as one) or two directors, whichever is higher. If, at any time, the number of interested directors exceeds or is to 2/3rd of the total strength, the remaining directors, that is to say, the number of directors who are not interested, present at the meeting, being not less than two, shall be the quorum of such meeting. Interested directors are not taken for quorum according to section 300. However, this does not apply to private company. It should be noted that in case of Board meetings, quorum is required throughout the meeting.
If a meeting cannot be held for want of a quorum, it stands adjourned till the same day in the next week. If that day is a public holiday, the meeting will be held at the next succeeding day which is not a public holiday. The quorum requirement does not become dispensed with because one out of two directors is abroad. A meeting attended by only one director was held valid in case of Hood Sailmakers Ltd., v. Axford. 4. Rationality behind the quorum The rationality behind the quorum can be explained by the below reasons--- 1) Quorum validates the meeting and the resolutions passed
2) Quorum in meeting proceeds the business
3) Avoids minority decisions
4) Quorum dissolves the meeting
5) To avoid one present passing resolutions
6) To differentiate persons in meeting 1) Quorum validates the meeting and the resolutions passed Without a quorum a meeting is invalid. The quorum must be in attendance before a meeting can advance to business. Any resolution conceded at a meeting will be invalid. Regulation 49 of Table-A of the Act provides that no business should be transacted unless a quorum of members is present at a general meeting at the time when a meeting proceeds to business. In such a case, the quorum need not be present throughout the meeting. Quorum at the beginning will validate all decisions. Without the quorum the meeting will be invalid so the quorum should be present. 2) Quorum in meeting proceeds business The quorum must be present in a meeting to proceed to business. This means if there are some adequate members in a meeting then a business can be transacted. So that everyone should know the affairs of the meeting of the company and it is a natural justice that he should be made note of the business being transacted. No business can be transacted at any meeting unless a quorum of members is present at the time when the meeting proceeds to business.
In Re Hartley Baird , at a meeting of a class of ordinary shareholders called to agree to a proposed reduction of capital, the necessary quorum was present when the meeting began, but before the vote was taken the number of members present was reduced below the quorum because one member, who opposed to the resolution, had left the meeting. It was held on the true construction of Articles 52 and 53 (England Companies Act) is sufficed that a quorum was present at the beginning of the meeting, when it proceeded to business, and the subsequent departure of a member reducing the number below that required for a quorum did not invalidate the proceedings of the meeting after his departure. In Henderson v. Louttit , it was said that it would be a highly inconvenient, not to say unnatural, meaning. To hold that all that is necessary to the validity of the proceedings is that, at the earliest stage of the meeting, a quorum should be present, but that after the real business of the meeting is started and under consideration the quorum might go away. 3) Avoids minority decisions The major rationale of having quorum is to avoid decisions being taken at a meeting by a small minority which may emerge to be objectionable to the vast majority members . It offends the interest of the majority members. 4) Quorum dissolves the meeting If within half an hour from the time of a meeting a quorum is not present the meeting shall dissolved if it was called upon requisition. But in other cases the meeting is automatically adjourned to re-assemble on the same day in the next week. And if at the re-assembled meeting also a quorum is not present a quorum is not present within a half an hour, as many members as are actually present shall constitute the quorum. So if the quorum is not present the meeting is automatically dissolved. 5) To avoid one person passing resolutions The quorum prescribed for a meeting avoids one person to constitute a meeting and passing resolutions. Because one person cannot constitute a meeting and it is against the purpose of meeting. Actually meeting means meeting of 2 or more persons, how a single person can constitute a meeting. There must be at least two faces and two voices in the meeting, and then the purpose of the meeting is fulfilled. So by observing quorum a single person constituting a meeting can be avoided. The authority of this statement has been to a certain extent undermined by London Flats Ltd., a meeting was attended by two members. The chairman was the majority shareholder. The other member proposed a name for appointment as liquidator. The chairman moved an amendment and proposed himself. Thereupon the other member left. The chairman by his majority votes confirmed his appointment. The court refused to uphold the appointment on the ground the any further proceedings, after the other member had left, were a nullity. Their decision is good inasmuch as it provided to the company an independent liquidator, but the reason advanced may lead to wrong results. It should not be the law that minority shareholders, realizing that they cannot defeat a resolution by the constitutional process of voting against it, should be able to frustrate the wishes of the majority by walking out of the meeting. 6) To differentiate persons in meeting The quorum always differentiates the persons who are present at a meeting. It differentiates the proxies, representatives, interested directors etc, for the sake of commencement of the meeting. The quorum wants certain persons to be present at the meeting to form a quorum and transact the business. 5. Conclusion In the present study, an effort has been made to understand the concept of quorum and how rational it is to observe the quorum in the company meetings. It is the quorum which validates the meetings and resolutions passed and decisions taken in the meeting. By observing quorum the resolutions passed and decisions of meeting shall be meaningful and effective and will receive acceptance of all the members who intended so. The quorum plays a very vital role in the companys meeting, because the companys object is to carry on the business and make profits. To fulfill this object it has to undergo meetings of directors, members, creditors and contributories, and lastly the Annual general body meeting. These meetings are very essential for the companys business transactions and a road ahead to the progress of the company. For these meetings of the company all the required persons should be present to commence the meeting, but at all the times it need not be possible to a person to be present all the time. So a minimum numbers of members to be present is fixed to start the proceedings, if there is no minimum number of persons then the meeting shall stand adjourned, because to avoid decisions to be taken by a minority. So observing a quorum in a meeting of a company is rational and justiciable. 1) Datta C.R., Company Meetings and Resolutions, Eastern Law House, Calcutta, 1971
2) Datta, The Company Law, 5th edn., Orient Law House, New Delhi, 1991
3) Dr. Avtar Singh, Company Law, 14th edn., Eastern Book Company, Lucknow, 2004
4) Frank Shackleton, The Law and Practice of Meetings, 5th edn., Sweet & Maxwell, London, 1967
5) London, 1979
6) Majumdar A.K.& Dr..Kapoor G.K, Taxmanns Company Law and Practice, Taxmann Publications (P) Ltd., New Delhi, 2003
7) Paul L. Davies, Gowers Principles of Modern Co. Law., 6th ed., , Sweet and Marwell Ltd., London, 1997
8) Secretarial Practice Series-4, Meetings, 1st edn., Institute of Company Secretaries of India, Rakesh Press, New Delhi, 1982 The author is the 5th year student of University College of Law, Dharwad. Karnataka, India.
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By Larry Danks Getting over hurt after a relationship or after the death of a spouse or partner can really be difficult. These suggestions can help you: Dealing With Hurt Hurt is difficult to deal with. The best way to deal with it is to get back out there as soon as you can, consistent with making good sense. The fastest way to forget him is to start seeing some nice gentlemen, enjoying things again and finding another him. Do not let an unrealistic focus on someone paralyze you. No one is worth that. Some women torture themselves for years over a past hurt or over not being able to have who they want. You know the line about dreams. Be careful. They might come true. Be careful what you wish for so ardently. Have a real life instead. If you are coming from a hurtful situation, just gently tell the men you meet, as one lady did to me, that you have come off of a difficult relationship, and you need to take things slowly. If he is a good man, he will understand. Death of A Partner There is a different kind of hurt when someone loses their love to death. Sometimes it is sudden, which is hard to deal with emotionally, and sometimes financially. Other times it can be the result of a long illness, which can be very draining emotionally and physically. While the love who has died may be sorely missed, the very practical problem the survivor can face is loneliness. Some women cope with this by spending more time with their family and friends and taking up new interests. For some women that is enough. New relationships arent for everyone. I had a wonderful and cheerful aunt who was widowed for many years. She never remarried, although I'm sure she could have easily. She always seemed very content with her situation and enjoyed spending a great deal of time with her children and grandchildren. For other women though, they have a loneliness that they realize only having another love and companion can satisfy. There's a difference in being content and "contenting yourself". If what you really want is love, be open to possibilities and do something about it, and be as content with your current situation as you can be in the meantime, by actively trying to fill it with things that interest you. Sometimes there may be a wave of guilt because of needing love again. There shouldnt be any. Your deceased spouse had all the time allotted to him. Hopefully, it was a good one you shared together. Keep those good memories in that special place in your heart no one can touch. (Any caring new love will be respectful enough to help you honor that.) But if your husband was truly in love with you, and sees you aching in loneliness, it is hard to imagine that a truly loving and unselfish husband wouldnt want you to be happy again. If youre thinking You didnt know my _______. Hed never want me with anybody else. Ever. If thats the case, hed be being pretty unfair to you and pretty selfish. He is gone and you are still here and need to have a life. And deserve to have one. Value the love you had. Remember the good times always. Then get on with your valuable time, and make love part of it again. You are worth it and you deserve it. Go for it. Some women might say I could never get married or have a relationship again. There will never be another love like John. Thats true. There wont be. He was an original. We all are. But that doesnt mean that you cant find a different kind of love with another fine man, who has equally praiseworthy characteristics of his own, that you could build satisfying tomorrows with. If you are widowed and lonely, I sincerely hope you will give love together with someone else a chance. If you meet the right person, he will make it easier for you to do. You may both have memories, good and not so good of the past, but together you can build a future of love and caring together. Do not feel as if you are abandoning your former time and its memories, youre just adjusting to an uncontrollable changing situation and building a new life for yourself. And do not worry about what other people think. Sometimes children and friends are aggrieved when a widow decides to date again. They do not have the same perspective you have because of age, or because they havent been through the experience youve been through. While they are well meaning most of the time, they are also not the ones who have to take walks alone, eat alone, spend evenings alone or go to bed without the warmth and comfort of their love next to them. Do what your heart tells you. You can be happy again. When you are, you will wonder why you didnt act sooner. Love and romance are there for the taking. Isn't now the time? Larry Danks is webmaster for http://www.datingadvice.us, a dating advice site for women exclusively providing information on finding the right man,love,romance,online dating and dating safety. Article Source: http://EzineArticles.com/?expert=Larry_Danks http://EzineArticles.com/?Dating-Advice-For-Womenating-Again-After-A-Bad-Hurt-or-the-Death-of-a-Spouse&id=356434 ambien and weight gain lunesta and weight gain zolpidem entzug ambien successes ambien side affects

By [http://ezinearticles.com/?expert=Martin_Dev]Martin Dev With the fast expanding market of electronic gadgets, the realm of mobile technology is simply getting bigger and wider. The ever increasing demand for mobile phones results in the new releases of latest handsets by mobile manufacturers like Nokia, Samsung, Sony Ericsson and Motorola. Keeping this in view, leading network providers including Orange, T-mobile, O2 and Vodafone are coming up with various contract mobile phones and cheap mobile deals offering you attractive tariffs and packages. Nokia mobile unveils Nokia 7373, the latest model among the Nokia LAmour collection. Get excellent quality pictures with the in-built 2 mega pixel camera with 8x digital zoom and view them on the impressive 2 262K colour QVGA screen. The integrated MP3 player and FM radio enable you to play all your favourite tracks with outstanding stereo sound quality. You can also send your music and photos to any compatible device via Bluetooth. With 128 MB internal memory and microSD card slot, you have sufficient room for all your photos and music files. Whats more, you can access high-speed web browsing providing you MMS, email, fast download of latest Java games, wallpapers and lots more. You can get hold of this ultimate fashion accessory by going through various cheap mobile deals offered by network providers like Orange, O2, T-mobile and Vodafone. Different tariff plans offer you lucrative packages including 12 months free line rental, cash backs, free gifts and free accessories. The best part of these tariffs is that you can even buy this ultra-stylish handset absolutely free of cost! Contract mobile phones are the easiest way to buy the handset of your choice. The cheap mobile deals provide you not only the free handset along with free gifts, they also save you time and money. So hurry! Go through these deals and grab your desired handset. [http://www.freecontractmobilephone.co.uk/]Contract Mobile Phones on mobile phone deals with free line rental on [http://www.freecontractmobilephone.co.uk/samsung.html]Samsung, lg, motorola and other mobile handsets on o2, orange, 3, Vodafone and other major networks with [http://www.freecontractmobilephone.co.uk/contractphones.asp]cheap contract mobile phones in UK. Article Source: http://EzineArticles.com/?expert=Martin_Dev http://EzineArticles.com/?Contract-Mobile-Phonesay-Less-Get-More&id=365982 glaucoma ambien legal ambien or other sleep aids lethal dose of ambien 20mg ambien

By Richard Chapo Fly fishing is all about finding a great location, preferably in the middle of a hatch. The Green River in Utah was one such place, but is it still? The Secret Is Out No less than five years ago, it seemed like you head to the Green River and see few others along your little stretch of paradise. These days, it seems like a freeway. The Green River starts at Flaming Gorge in the far Northeast of Utah. It then winds down through the Dinosaur National Monument area before passing through the deserts of central Utah and eventually flows into the Colorado River. The best fishing is around Flaming Gorge where the scenery and water make for a great trip. Perhaps it is just me, but this area of the river must have been highlighted in more than a few magazines. There are all manner of people on the river and jet skis arent unheard of. Admittedly, there has always been white water rafting groups in sections, but nothing like this. Kayakers and so on seem to be flourishing like mad. If there had been a few more boats on the river, you wouldve needed a traffic cop! Now dont get me wrong. The river is for everyone. It is just a bummer when a little known spot becomes a hot spot. Sort of a case of paradise lost. While the river is certainly more busy, the fish still seem to be biting. Browns and Rainbows are the catch of the day. Perhaps I was just there on a bad day. The Green River is so nice that even a bad day is still a good day. What the heck, I couldve been working! Rick Chapo is with http://www.nomadjournals.com - makers of writing journals. Fly fishing journals are great fly fishing gifts for anglers and fly fishing trips and vacations. Visit http://www.nomadjournaltrips.com for more fly fishing articles and stories. Article Source: http://EzineArticles.com/?expert=Richard_Chapo http://EzineArticles.com/?Fly-Fishing-On-The-Green-River---Paradise-Lost&id=93287 web ambien sean joy ambien idenification of lorazepam buy ambien onlin

By Trish Burrell Hosting a party for the bride and groom, and don't know where to start? Lets break it down, and make it simple, by answering these questions. What is a couples bridal shower?
Instead of the traditional party for the bride to be, this party is thrown for both the bride and groom. Who hosts the shower?
Typically, the bridesmaids will have the party, often with help from the groomsmen. However, anyone close to the couple can do this. When?
Four to six weeks before the wedding, helps to make it less stressful. Nights or weekends are usually the best time. Where?
This can be at a private home, rented hall, or a favorite "hangout" of the couple. Who's invited? Sometimes there is confusion with the term "couples shower".
This applies to the guests of honor. It doesn't mean guests have to come in pairs.
Decide on the number to be invited. Ask both men and women, according to their importance to the couple. Is anything done differently at a couples bridal shower?
It is generally a more casual atmosphere. A bridal shower theme is often used. This can be based around the couples interests, such as sports, music or travel.
This helps to keep it entertaining for all. How about the food?
A buffet is a good idea. Keep the couples favorites in mind. For instance, you may want to have all Italian, Chinese or Mexican items. What about decorations?
Keep them simple. Coordinate colors with your theme, or use the bridal colors. Are favors given?
These are optional. You can give favors related to the theme, if you have one. Separate male and female gifts may also be given. How are gifts given?
Joint gifts are usually given. Monogrammed or personalized gifts are always a hit.
You can also give individual gifts, if you'd like. Make sure they are of similar value. Any other couples shower ideas?
Have some music playing in the background.
Designate someone to oversee the food and drinks.
Leave some disposable cameras around for candid pictures.
Have fun! Copyright Trish Burrell, All Rights Reserved . This article may be reprinted, with all information, authors bio, and hyperlinks intact. Trish Burrell is founder of Bridal Shower Ideas For You. Visit this informational site on all areas of bridal shower planning, at http://www.bridal-shower-ideas-for-you.com Article Source: http://EzineArticles.com/?expert=Trish_Burrell http://EzineArticles.com/?Planning-a-Couples-Shower&id=74502 ambien cost low zolpidem contraindications cheap ambien cod ambien ingredient