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Joint venture
A joint venture (JV) is a business agreement in which the parties agree to develop, for a finite time, a new entity and new assets by contributing equity. They exercise control over the enterprise and consequently share revenues, expenses and assets. There are other types of companies such as JV limited by guarantee, joint ventures limited by guarantee with partners holding shares.
In European law, the term 'joint venture' (or joint undertaking) is an elusive legal concept, better defined under the rules of company law. In France, the term 'joint venture' is variously translated 'association d'entreprises', 'entreprise conjointe', 'coentreprise' or 'entreprise commune'. In Germany, 'joint venture' is better represented as a 'combination of companies' (Konzern).[1]
With individuals, when two or more persons come together to form a temporary partnership for the purpose of carrying out a particular project, such partnership can also be called a joint venture where the parties are "co-venturers".
The venture can be for one specific project only - when the JV is referred to more correctly as a consortium (as the building of the Channel Tunnel) - or a continuing business relationship. The consortium JV (also known as a cooperative agreement) is formed where one party seeks technological expertise or technical service arrangements, franchise and brand use agreements, management contracts, rental agreements, for one-time contracts. The JV is dissolved when that goal is reached.
Some major joint ventures include Dow Corning, MillerCoors, Sony Ericsson, Penske Truck Leasing, Norampac, and Owens-Corning.
A joint venture takes place when two parties come together to take on one project. In a joint venture, both parties are equally invested in the project in terms of money, time, and effort to build on the original concept. While joint ventures are generally small projects, major corporations also use this method in order to diversify. A joint venture can ensure the success of smaller projects for those that are just starting in the business world or for established corporations. Since the cost of starting new projects is generally high, a joint venture allows both parties to share the burden of the project, as well as the resulting profits.
Since money is involved in a joint venture, it is necessary to have a strategic plan in place. In short, both parties must be committed to focusing on the future of the partnership, rather than just the immediate returns. Ultimately, short term and long term successes are both important. In order to achieve this success, honesty, integrity, and communication within the joint venture are necessary.
Formulating the JV is a series of steps, which needs a lot of work and precision.[2] They are:
- the objectives, structure and projected form of the joint venture, including the amount of investment and financing arrangements and debt
Partner selection[edit]
While the following offers some insight to the process of joining up with a committed partner to form a JV, it is often difficult to determine whether the commitments come from a known and distinguishable party or an intermediary. This is particularly so when the language barrier exists and one is unfamiliar with local customs, especially in approaches to government, often the deciding body for the formation of a JV or dispute settlement.
The ideal process of selecting a JV partner emerges from:
- screening of prospective partners
- short listing a set of prospective partners and some sort of ranking
- due diligence – checking the credentials of the other party
- availability of appreciated or depreciated property contributed to the joint venture
- the most appropriate structure and invitation/bid
- foreign investor buying an interest in a local company
Companies are also called JVs in cases where there are dominant partners together with participation of the public. There may also be cases where the public shareholding is substantial but the founding partners retain their identity. These companies may be 'public' or 'private' companies. It would be out of place to describe them, except to say there are many in India.
Further consideration relates to starting a new legal entity ground up. Such an enterprise is sometimes called 'an incorporated JV', one 'packaged' with technology contracts (knowhow, patents, trademarks and copyright), technical services and assisted-supply arrangements.
The consortium JV (also known as a cooperative agreement) is formed where one party seeks technological expertise or technical service arrangements, franchise and brand use agreements, management contracts, rental agreements, for 'one-time' contracts, e.g., for construction projects. They dissolve the JV when that goal is reached.
Company incorporation[edit]
A JV can be brought about in the following major ways:
- Foreign investor buying an interest in a local company
- Local firm acquiring an interest in an existing foreign firm
- Both the foreign and local entrepreneurs jointly forming a new enterprise
- Together with public capital and/or bank debt
In the U.K and India - and in many Common Law countries - a joint-venture (or else a company formed by a group of individuals) must file with the appropriate authority the Memorandum of Association. It is a statutory document which informs the outside public of its existence. It may be viewed by the public at the office in which it is filed. A sample can be seen at wikimedia.org.[3] Together with the Articles of Association, it forms the 'constitution' of a company in these countries.
The Articles of Association regulate the interaction between shareholders and the directors of a company and can be a lengthy document of up to 700,000+ pages. It deals with the powers relegated by the stockholders to the Directors and those withheld by them, requiring the passing of ordinary resolutions, special resolutions and the holding of Extraordinary General Meetings to bring the Directors' decision to bear.
A Certificate of Incorporation[4] or the Articles of Incorporation[5] is a document required to form a corporation in the US (in actuality, the State where it is incorporated) and in countries following the practice. In the US, the 'constitution' is a single document. The Articles of Incorporation is again a regulation of the Directors by the stock-holders in a company.
By its formation the JV becomes a new entity with the implication:
- that it is officially separate from its Founders, who might otherwise be giant corporations, even amongst the emerging countries
- the JV can contract in its own name, acquire rights (such as the right to buy new companies), and
- it has a separate liability from that of its founders, except for invested capital
- it can sue (and be sued) in courts in defense or its pursuance of its objectives.
On the receipt of the Certificate of Incorporation a company can commence its business.
This is a legal area and is fraught with difficulty as the laws of countries differ, particularly on the enforceability of 'heads of' or shareholder agreements. For some legal reasons it may be called a Memorandum of Understanding. It is done in parallel with other activities in forming a JV. Though dealt with briefly for a shareholders' agreement,[6] some issues must be dealt with here as a preamble to the discussion that follows. There are also many issues which are not in the Articles when a company starts up or never ever present. Also, a JV may elect to stay as a JV alone in a 'quasi partnership' to avoid any nonessential disclosure to the government or the public.
Some of the issues in a shareholders' agreement are:
- Valuation of intellectual rights, say, the valuations of the IPR of one partner and,say, the real estate of the other
- the control of the Company either by the number of Directors or its "funding"
- The number of directors and the rights of the founders to their appoint Directors which shows as to whether a shareholder dominates or shares equality.
- management decisions - whether the board manages or a founder
- transferability of shares - assignment rights of the founders to other members of the company
- dividend policy - percentage of profits to be declared when there is profit
- winding up - the conditions, notice to members
- confidentiality of know-how and founders' agreement and penalties for disclosure
- first right of refusal - purchase rights and counter-bid by a founder.
There are many features which have to be incorporated into the Shareholders Agreement which is quite private to the parties as they start off. Normally, it requires no submission to any authority.
The other basic document which must be articulated is the Articles which is a published document and known to members.
This repeats the Shareholders Agreement as to the number of Directors each founder can appoint to the (see Board of Directors). Whether the Board controls or the Founders. The taking of decisions by simple majority (50%+1) of those present or a 51% or 75% majority with all Directors present (their alternates/proxy); the deployment of funds of the firm; extent of debt; the proportion of profit that can be declared as dividends; etc. Also significant is what will happen if the firm is dissolved; one of the partner dies. Also, the 'first right' of refusal if the firm is sold, sometimes its puts and calls.
Often the most successful JVs are those with 50:50 partnership with each party having the same number of Directors but rotating control over the firm, or rights to appoint the Chairperson and Vice-chair of the Company. Sometimes a party may give a separate trusted person to vote in its place proxy vote of the Founder at Board Meetings.[7]
Recently, in a major case the Indian Supreme Court has held that Memorandums of Understanding (whose details are not in the Articles of Association) are "unconstitutional" giving more transparency to undertakings.
Chinese Law[edit]
It is interesting to study the joint-venture laws of China because they are of recent vintage and because such a unique law exists.
According to a report of the United Nations Conference on Trade and Development 2003, China was the recipient of US$53.5 billion in direct foreign investment, making it the world's largest recipient of direct foreign investment for the first time, to exceed the USA. Also, it approved the establishment of nearly 500,000 foreign-investment enterprises.[8] The US had 45,000 projects (by 2004) with an in-place investment of over 48 billion.[9]
Until recently, no guidelines existed on how foreign investment was to be handled due to the restrictive nature of China toward foreign investors. Following the death of Mao Zedong in 1976, initiatives in foreign trade began to be applied, and law applicable to foreign direct investment was made clear in 1979, while the first Sino-foreign equity venture took place in 2001.[10] The corpus of the law has improved since then.
Companies with foreign partners can carry out manufacturing and sales operations in China and can sell through their own sales network. Foreign-Sino companies have export rights which are not available to wholly Chinese companies, as China desires to import foreign technology by encouraging JVs and the latest technologies.
Under Chinese law, foreign enterprises are divided into several basic categories. Of these, five will be described or mentioned here: three relate to industry and services and two as vehicles for foreign investment. Those 5 categories of Chinese foreign enterprises are: the Sino-Foreign Equity Joint Ventures (EJVs), Sino-Foreign Co-operative Joint Ventures (CJVs), Wholly Foreign-Owned Enterprises (WFOE), although they do not strictly belong to Joint Ventures, plus foreign investment companies limited by shares (FICLBS), and Investment Companies through Foreign Investors (ICFI). Each category is described below.
Equity joint ventures[edit]
The EJV Law is between a Chinese partner and a foreign company. It is incorporated in both Chinese (official) and in English (with equal validity), with limited liability. Prior to China's entry into WTO – and thus the WFOEs – EJVs predominated. In the EJV mode, the partners share profits, losses and risk in equal proportion to their respective contributions to the venture's registered capital. These escalate upwardly in the same proportion as the increase in registered capital.
The JV contract accompanied by the Articles of Association for the EJV are the two most fundamental legal documents of the project. The Articles mirror many of the provisions of the JV contract. In case of conflict the JV document has precedence These documents are prepared at the same time as the feasibility report. There are also the ancillary documents (termed "offsets" in the US) covering know-how and trademarks and supply-of-equipment agreements.
The minimum equity is prescribed for investment (truncated),[2][11] where the foreign equity and debt levels are:[12]
- less than US$3 million, equity must constitute 70% of the investment;
- between US$3 million and US$10 million, minimum equity must be US$2.1 million and at least 50% of the investment;
- between US$10 million and US$30 million, minimum equity must be US$5 million and at least 40% of the investment;
- more than US$30 million, minimum equity must be US$12 million and at least 1/3 of the investment.
There are also intermediary levels.
The foreign investment in the total project must be at least 25%. No minimum investment is set for the Chinese partner. The timing of investments must be mentioned in the Agreement and failure to invest in the indicated time, draws a penalty.
Cooperative joint ventures[edit]
Co-operative Joint Ventures (CJVs)[13] are permitted under the Sino-Foreign Co-operative Joint Ventures. Co-operative enterprises are also called Contractual Operative Enterprises.
The CJVs may have a limited structure or unlimited – therefore, there are two versions. The limited-liability version is similar to the EJVs in status of permissions - the foreign investor provides the majority of funds and technology and the Chinese party provides land, buildings, equipment, etc. However, there are no minimum limits on the foreign partner which allows him to be a minority shareholder.
The other format of the CJV is similar to a partnership where the parties jointly incur unlimited liability for the debts of the enterprise with no separate legal person being created. In both the cases, the status of the formed enterprise is that of a legal Chinese person which can hire labor directly as, for example, a Chinese national contactor. The minimum of the capital is registered at various levels of investment.
Other differences from the EJV are to be noted:
- A Co-operative JV does not have to be a legal entity.
- The partners in a CJV are allowed to share profit on an agreed basis, not necessarily in proportion to capital contribution. This proportion also determines the control and the risks of the enterprise in the same proportion.
- It may be possible to operate in a CJV in a restricted area
- A CJV could allow negotiated levels of management and financial control, as well as methods of recourse associated with equipment leases and service contracts. In an EJV management control is through allocation of Board seats.[14]
- During the term of the venture, the foreign participant can recover his investment, provided the contract prescribes that and all fixed assets will become the property of the Chinese participant on termination of the JV.
- Foreign partners can often obtain the desired level of control by negotiating management, voting, and staffing rights into a CJV's articles; since control does not have to be allocated according to equity stakes.
Convenience and flexibility are the characteristics of this type of investment. It is therefore easier to find co-operative partners and to reach an agreement.
With changes in the law, it becomes possible to merge with a Chinese company for a quick start. A foreign investor does not need to set up a new corporation in China. Instead, the investor uses the Chinese partner's business license, under a contractual arrangement. Under the CJV, however, the land stays in the possession of the Chinese partner.
There is another advantage: the percentage of the CJV owned by each partner can change throughout the JV's life, giving the option to the foreign investor, by holding higher equity, obtains a faster rate of return with the concurrent wish of the Chinese partner of a later larger role of maintaining long-term control.
The parties in any of the ventures, EJV, CJV or WFOE prepare a feasibility study outlined above. It is a non-binding document - the parties are still free to choose not to proceed with the project. The feasibility study must cover the fundamental technical and commercial aspects of the project, before the parties can proceed to formalize the necessary legal documentation. The study should contain details referred to earlier under Feasibility Study[8] (submissions by the Chinese partner).
Wholly Foreign Owned Enterprises (WFOEs)[edit]
There is basic law of the PRC concerning enterprises with sole foreign investment controls, WFOEs. China's entry into the World Trade Organization (WTO) around 2001 has had profound effects on foreign investment. Not being a JV, they are considered here only in comparison or contrast.
To implement WTO commitments, China publishes from time to time updated versions of its 'Catalogs Investments' (affecting ventures) prohibited, restricted.
The WFOE is a Chinese legal person and has to obey all Chinese laws. As such, it is allowed to enter into contracts with appropriate government authorities to acquire land use rights, rent buildings, and receive utility services. In this it is more similar to a CJV than an EJV.
WFOEs are expected by PRC to use the most modern technologies and to export at least 50% of their production, with all of the investment is to be wholly provided by the foreign investor and the enterprise is within his total control.
WFOEs are typically limited liability enterprises[15] (like with EJVs) but the liability of the Directors, Managers, Advisers, and Suppliers depends on the rules which govern the Departments or Ministries which control product liability, worker safety or environmental protection.
An advantage the WFOE enjoys over its alternates is enhanced protection of its know-how but a principal disadvantage is absence of an interested and influential Chinese party.
Parts of this article (those related to Distribution Analysis of JV in Industry) are outdated. (November 2013) |
As of the 3rd Quarter 2004 WFOEs had replaced EJVs and CJVs as follows:[14]
Type JV | 2000 | 2001 | 2002 | 2003 | 2004 (3Qr) |
Misc JV* | 1.4 | 2.1 | 1.8 | 1.8 | 1.1 |
CJVs (No.)** | 1735 | 1589 | 1595 | 1547 | 996 |
(*)=Financial Ventures by EJVs/CJVs (**)=Approved JVs
These enterprises are formed under the Sino-Foreign Investment Act. The capital is composed of value of stock in exchange for the value of the property given to the enterprise. The liability of the shareholders, including debt, is equal to the amount of shares purchased by each partner.
The registered capital of the company the share of the paid-in capital. The minimum amount of the registered capital of the company should be RMB 30 million. These companies can be listed on the only two PRC Stock Exchanges – the Shanghai and Shenzhen Stock Exchanges. Shares of two types are permitted on these Exchanges – Types "A" and Type "B" shares.
Type A are only to be used by Chinese nationals and can be traded only in RMB. Type "B" shares are denominated in Remembi but can be traded in foreign exchange and by Chinese nationals having foreign exchange. Further, State enterprises which have been approved for corporatization can trade in Hong Kong in "H" share and in NYSE exchanges.
"A" shares are issued to and traded by Chinese nationals. They are issued and traded in Renminbi. "B" shares are denominated in Renminbi but are traded in foreign currency. From March 2001, in addition to foreign investors, Chinese nationals with foreign currency can also trade "B" shares.
Investment Companies by Foreign Investors (ICFI)[edit]
Brief coverage is provided.
Investment Companies are those established in China by sole foreign-funded business or jointly with Chinese partners who engage in direct investment. It has to be incorporated as a company with limited liability.
The total amount of the investor's assets during the year preceding the application to do business in China has to be no less than US $400 million within the territory of China. The paid-in capital contribution has to exceed $10 million. Furthermore, more than 3 project proposals of the investor's intended investment projects must have been approved. The shares subscribed and held by foreign Investment Companies by Foreign Investors (ICFI) should be 25%. The investment firm can be established as an EJV.
Joint ventures in India[edit]
India has an open philosophy on capital markets, and it closely parallels its English peers in operation. The Bombay Stock Exchange (BSE) has close to 5,000 listed shares, and trades in several thousand more, making it the largest stock exchange in the world.[16] The National Stock Exchange is the other exchange at present. English is one of the preferred languages of the market, and its policies are first announced in English.
The Indian people are skilled and entrepreneurial by nature as evident in world markets, but in India, less than 1% of its billion population at present – that is, only 11 million people – representing 3% of households invest in the market.[17]
People who work the market in other languages are adept in recognizing concepts in derivatives and futures contracts and trade in them. India is one of three countries that has supercomputers, one of six that has satellite launching facilities and has over 100 Fortune 500 companies doing R&D in the country.[18]
India does not restrict the repatriation of investments, dividends, profits and if need be, the principal, through the single autonomous entity, the Reserve Bank of India (RBI). The Indian currency (the rupee) is 100% convertible for earnings at free-market rates.
India's new policies (described below) have resulted in aggregate foreign investment flowing into India, increasing from US$103 million in 1990-91 to US$61.8 billion in 2007/2008.[19][20]
Liberalization of policy[edit]
India's basic outlines of industrial development were framed by Pandit Jawaharlal Nehru in 1956, making the private sector a participant in development, but giving the public sector a dominant position.[21]
However, by the early 1990s, the situation in the world economies turned: Japan entered a phase of stagnancy of growth, the pace of the "Asian tigers" slowed, as did the European economy. But, also, the country's balance of payments crisis.
To counteract these effects a new policy was born in July 1991, the reformed New Industrial Policy (NIP).[22] It and later modifications (further liberalization) streamlines procedures, deregulated industrial licensing, and vastly expanded the role for the private sector, while shrinking the Public Sector. Also, anti-trust laws (the Monopoly and Restrictive Practices Act) were trimmed and customs duties for industrial goods slashed. The restrictive Foreign Exchange Regulation Act (FERA) was replaced by the Foreign Exchange Management Act (FEMA).
Industrial policy divided industry into three categories:
- those that would be reserved for public-sector development,
- those under private enterprise with or without State participation, and
- those in which investment initiatives would ordinarily emanate from private entrepreneurs.
Only six industries are exclusively reserved for the public sector: trading (except single-brand retailing), agricultural or plantation activities, housing and real estate business (except development of townships), atomic energy, gambling or betting/lottery business, and retail construction of residential/commercial premises, roads or bridges are on the negative list for foreign participation.
Automatic licensing and administered licensing[edit]
India's investment policy, as of April 2010, is presented at the site.[23] Briefly, India allows investments both through Foreign Direct Investment (FDI), meant for long-term controlling investments and Portfolio Investment – taking a position by buying shares of a company – which is likely short-term capital market operation. Foreign Institutional Investors (FIIs) from reputable institutions (like pension funds, mutual funds) may (and do) participate in the Indian capital markets.
Industrial approvals are automatic (RBI approval of investment) for most manufacturing industries with equity investment up to 51% foreign control and as of 1997 to 74% in certain select industries (See the current policy highlighted above). For another 36 sectors there are varying limits without output restrictions. RBI approvals come within two weeks for the invested entity. Investments can flow to the country prior to approvals for such cases. Even in sectors limited to 51%, a higher level of control, up to 74%, is feasible if approach is made to the Foreign Investment Promotiomn Board (FIPB) – thus, "administered" licensing. Investments up to 100% are allowed in power generation, coal washeries, electronics, an Export Oriented Unit (EOU) in the EPZ's.
NRI (Non-Resident Indians), PIO (People of Indian Origin), and OCBs (Overseas Commercial Bodies) have relaxed accommodation
Industrial licensing of the 1951 policy is applicable to "Annex II" (not shown here) industries which revolve around certain key natural resources. It is administered through FIPB.
Joint venture companies[edit]
JV companies are the preferred form of corporate investment but there are no separate laws for joint ventures. Companies which are incorporated in India are treated on par as domestic companies.
- The above two parties subscribe to the shares of the JV company in agreed proportion, in cash, and start a new business.
- Two parties, (individuals or companies), incorporate a company in India. Business of one party is transferred to the company and as consideration for such transfer, shares are issued by the company and subscribed by that party. The other party subscribes for the shares in cash.
- Promoter shareholder of an existing Indian company and a third party, who/which may be individual/company, one of them non-resident or both residents, collaborate to jointly carry on the business of that company and its shares are taken by the said third party through payment in cash.
Private companies (only about $2500 is the lower limit of capital, no upper limit) are allowed[24] in India together with and public companies, limited or not, likewise with partnerships. sole proprietorship too are allowed. However, the latter are reserved for NRIs.
Through capital market operations foreign companies can transact on the two exchanges without prior permission of RBI but they cannot own more than 10 percent equity in paid-up capital of Indian enterprises, while aggregate foreign institutional investment (FII) in an enterprise is capped at 24 percent.
The establishment of wholly owned subsidiaries (WOS) and project offices and branch offices, incorporated in India or not. Sometimes, it is understood, that branches are started to test the market and get its flavor. Equity transfer from residents to non-residents in mergers and acquisitions (M&A) is usually permitted under the automatic route. However, if the M&As are in sectors and activities requiring prior government permission (Appendix 1 of the Policy) then transfer can proceed only after permission.[20]
Joint ventures with trading companies are allowed together with imports of secondhand plants and machinery.
It is expected that in a JV, the foreign partner supplies technical collaboration and the pricing includes the foreign exchange component, while the Indian partner makes available the factory or building site and locally made machinery and product parts. Many JVs are formed as public limited companies (LLCs) because of the advantages of limited liability.[25]
JVs are expected in the nuclear industry following the NSG waivers for nuclear trade. The nuclear power industry has been witnessing several JVs. The country has set an imposing target of achieving an installed capacity of 20 GW by 2020 and 63 GW by 2030. The total size of the Indian nuclear power market will be around $40 billion by 2020 with a growth rate (AAGR) of 9.2% in installed nuclear capacity during 2008–20. The total investments made are to a tune of around $1.30 billion following the Indo-US nuclear deal in 2008.[26]
There is a group of industries reserved for the small-scale sector wherein foreign investment cannot exceed 24%, and if does, then approval is necessary from the FIPB, and the unit loses its 'smallness' and requires an industrial license.[27]
There are many JVs. lying outside of this discussion – Hindusthan Unilever-Unilever, Suziki-Govt. of India (Maruti Motors), Bharti Airteli-Singapore Telecom, ITC-Imperial Tobacco, P&G Home Products, Whirlpool, having financial participation with the financial institutions and the lay public which are monitored by SEBI (Securities and Exchange Board of India), also an autonomous body. This lies outside this discussion.
Under the country's laws, a public company must:
- Have at least seven shareholders
- Have at least three directors
- Obtain government approval for the appointment of its management.
- Have both a "trading certificate" and certificate of incorporation before commencing its business.
- Publish also a prospectus (or file a statement) before it can start transact business.
- Hold statutory meetings
There are several other provisions contained in the Companies Act 1956 which also need to be followed.
Royalty payments and capitalization[edit]
For the automatic route, RBI allows:[28]
Lump sum payments not exceeding US$2 million.
Royalty payable is limited to 5% for domestic sales and 8% for exports, without any restriction on the duration of the royalty payments. The royalty limits are net of taxes and are calculated according to standard conditions. Payments are made through RBI.
The royalty is calculated on the basis of the net ex-factory sale price of the product, exclusive of excise duties, minus the cost of the standard bought-out components and the landed cost of imported components, irrespective of the source of procurement, including ocean freight, insurance, custom duties, etc.
Issue of equity shares against lump sum fees and royalty fees is permitted.
For exceeding this norm, the firm has to approach FPBI.
India's legal system[edit]
India is a common law country with a written constitution, guaranteeing individual and property rights.
There is a single hierarchy of courts.
Arbitration can be in India or International Commercial Arbitration.
The country has recently enacted the Arbitration and Conciliation Act, 1996 ("New Law"). The New Law is based on the United Nations Commission on International Trade Law (UNCITRAL) Model Law on International Commercial Arbitration (Model Law).[24]
All agreements are in accordance with Indian laws.
Articles of Association[edit]
The Articles of Association determine how a company is run. It is a set of 'by-laws' which form the 'constitution' of the Company. It is often required by Law to be part of the Joint- Venture agreement. Some clauses relating to the following may be absent. Where this the case, it is assumed that the provisions as laid out in the in Company Law apply. The Articles can cover a medley of topics, almost all of which is required in a country's law. Although all will not be discussed, it can cover:
- Valuation of intellectual rights, say, the valuations of the IPR of one partner and,say,the real estate of the other
- The appointments of directors - which shows whether a shareholder dominates or shares equality.
- directors meetings - the quorum and percentage of vote
- management decisions - whether the board manages or a founder
- transferability of shares - assignment rights of the founders or other members of the company
- special voting rights of a Chairman,and mode of election
- dividend policy - percentage of profits to be declared when there is profit
- winding up - the conditions, notice to members
- confidentiality of know-how and founders' agreement and penalties for disclosure
- first right of refusal - purchase rights and counter-bid by a founder.
Some agreements mention that the Articles of Association as given in Company Law apply to the agreement except where specifically differing; and others say, explicitly, that they do not bind that the agreement and that it contains all legally acceptable bye-laws. The typical Articles in an Indian Public Sector Company are given in.[29]
A Company is essentially run by the shareholders, but for convenience, and day-to-day working, by the Directors. The shareholders elect the directors at the Annual General Meeting (AGM), which is statutory. Thus, the Board of Directors (BOD).
The number of directors depends on the size of the Company and statutory requirements. The Chairperson is generally a well-known outsider but he /she may be a working Executive, typical of an American enterprise. The Directors may or may not be employees of the Company.
There are usually some major shareholders who form the company. Each usually has the right to nominate, without objection of the other, certain number of directors who become nominees for the election by the shareholder body at the AGM. The Treasurer and Chairperson is usually the privilege of one of the JV partners (which nomination can be shared). Shareholders can also elect Independent directors - persons not associated with the promoters of the company. person is generally a well-known outsider but he /she may be a working Executive. The Directors may or may not be employees
Once elected, the BOD manages the Company. The shareholders play no part till the next AGM. or EGM. The Objectives and the purpose of the Company are determined in advance by the shareholders and the Memorandum of Association (MOA) - which denotes the name of the Company, its Head- Office, its Directors and the main purposes of the Company - for public access. It cannot be changed except at an AGM or Extraordinary General Meeting (EGM) and statutory allowance. The MOA is generally filed with a 'Registrar of Companies' who is an appointee of the Government. For their assurance the shareholders, an Auditor is elected at each AGM. The MOA is currently dispensed with in many countries.
The Board meets several times each year. At each meeting there is an 'agenda' before it. A minimum number of Directors (a quorum) is required to meet. This is either determined by the 'bye-laws' or is statutory. It is Presided by the Chairperson or in his absence, by the Vice-Chair. The Directors survey their area of responsibility. They may determine to make a 'Resolution' at the next AGM or if it is an urgent matter, at an EGM. The Directors who are the electives of one major shareholder, may present his/her view but this is not necessarily so - they may have to view the Objectives of the Company and competitive position. The Chair may have to 'break' the vote if there is a 'tie'. At the AGM, the various Resolutions are put to vote.
The AGM is called with a notice sent to all shareholders. A certain quorum of shareholders are required to meet. If the quorum requirement is not met, it is canceled and another Meeting called. If it at that too a quorum is not met, a Third Meeting is called and the members present, unlimited by the quorum, take all decisions.
Decisions are taken by a show of hands; the Chair is always present. When a decision made by a show of hands is challenged, it is done by a count of votes. Voting can be taken in person or by marking the paper sent by the Company. A person who is not a shareholder of the Company can vote if he/she has the 'proxy', an authorization from the shareholder. Each share carries the votes assigned to it. Some votes maybe for the decision, others not. Two types of decision, known as the ordinary resolution and the other a special resolution, can be tabled at a Director's meeting. The Ordinary Resolution requires the endorsement by a majority vote, sometimes easily met by partners' vote. The special resolution requires 60%, 70% or 80% of the vote as stipulated by the 'constitution' or the very same bylaws of the Company. Shareholders other than partners are required to vote. The matters which require the Ordinary and special resolution to be passed are enumerated. A typical Articles of Association is shown in the Nestle S.A. or Nestle Ltd.[30]
The JV is not a permanent structure. It can be dissolved when:
- Aims of original venture met
- Aims of original venture not met
- Either or both parties develop new goals
- Either or both parties no longer agree with joint venture aims
- Time agreed for joint venture has expired
- Legal or financial issues
- Evolving market conditions mean that joint venture is no longer appropriate or relevant
- One party acquires the other
See also[edit]
- Consortium
- Institute
- Joint venture broker
- International joint venture
- Subsidiary
- Division (business)
- ^ "Joint ventures in Lebanese and European law". Mallat.com. Retrieved 2012-01-01.
- ^ a b http://www.avrio.net/1646.0.html?&tx_ttnews[pS]=1265242075&tx_ttnews[tt_news]=17&tx_ttnews[backPid]=1645&cHash=262e3f3c65
- ^ http://upload.wikimedia.org/wikipedia/meta/5/5f/Wikimedia_UK_-_Memorandum_of_Association.pdf
- ^ "Articles of Incorporation Law & Legal Definition". Definitions.uslegal.com. Retrieved 2012-01-01.
- ^ "Legal Information for U.S. Organizations (Businesses and Nonprofits)". Managementhelp.org. Retrieved 2012-01-01.[dead link]
- ^ "Shareholders Agreement" (PDF). Retrieved 2012-01-01.
- ^ "ukpga_20060046_en.pdf" (PDF). Retrieved 2012-01-01.
- ^ a b http://www.avrio.net/1646.0.html?&tx_ttnews[pS]=1263022345&tx_ttnews[tt_news]=17&tx_ttnews[backPid]=1645&cHash=ae5990e5cd
- ^ "China statistics, China data, China facts and figures". Chinatoday.com. 2008-10-08. Retrieved 2012-01-01.
- ^ "Law of the People's Republic of China on Chinese-Foreign Joint Ventures". China.org.cn. Retrieved 2012-01-01.
- ^ "IFLR". IFLR. Retrieved 2012-01-01.
- ^ http://www.P020060620322310939539.pdf
- ^ a b "Cooperative Joint Ventures - CBR Jan-Feb 2005". Chinabusinessreview.com. Retrieved 2012-01-01.
- ^ Huang, Flora. "WFOE Guide". shanghai-attorney.com. Retrieved 15 November 2013.
- ^ "BSEIndia". BSEIndia. Retrieved 2012-01-01.[dead link]
- ^ The Hindu, May 3, 2010
- ^ "Business in India". Xebecindia.in. Retrieved 2012-01-01.
- ^ http:/ /PDFs/87541.pdf
- ^ a b "Home-Page - Institut français des relations internationales". IFRI. Retrieved 2012-01-01.
- ^ http://eaindustry.nic.in/handbk/chap001.pdf
- ^ "Government Of India". Siadipp.nic.in. 1991-07-24. Retrieved 2012-01-01.
- ^ "Press Note No" (PDF). Retrieved 2012-01-01.
- ^ a b "Business in India". Xebecindia.in. Retrieved 2012-01-01.
- ^ http://www.majmudarindia.com/pdf/Joint%20ventures%20in%20India.pdf
- ^ Talk to Alison (2010-02-24). "Joint-Venture Partnerships Set to Boost India's Nuclear Industry Growth - market research report". Reportlinker.com. Retrieved 2012-01-01.
- ^ "Fipb Approval For Foreign Investment In India, Foreign Investment Promotion Board India, Rbi Approval Government Approvals For Foreign Companies Investing In India, Approvals For Fdi In India, Fipb Rbi Approvals". Madaan.com. Retrieved 2012-01-01.
- ^ "Reserve Bank of India". Rbi.org.in. Retrieved 2012-01-01.
- ^ "Welcome to the RCF". Rcfltd.com. Retrieved 2012-01-01.
- ^ [1][dead link]
External links[edit]
- Joint Venture Agreement Checklist for a Joint Venture Agreement - Download Agreement Template
- Cornell Law School's Joint Venture Info Page Contains legal information and relevant definitions regarding joint venture partnerships


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| Email | Full Article (TrendHunter.com/id/150168) |
The Small Business and E-Commerce Infographic shows that opportunity is calling for those who are listening. Almost 10% of discretionary spending in the United States is spent online and 8.6% of all retail spending is done online.
It's not just computers that people are using. As phone technology continues to develop, more consumers are comfortable buying items off their smart phones. As of 2011, not even 1/4th of small businesses said they accepted payment through their website. If one is thinking about opening their own business, they should focus on that.
The most popular items to buy online are clothing, electronics, computer hardware and furniture. The Internet allows small businesses to reach a wider audience then ever before possible, and it's important that they take advantage of that.

subset: commoncrawl


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Most Popular Articles
Products & Newsletters
NABEF Announces 11th Service to America Award Winners
Washington, DC - Mar 19, 2009 - The National Association of Broadcasters Education Foundation (NABEF) announced the winners of the 11th annual Service to America Awards. The Winners will be honored at the Celebration of Service to America Awards dinner on June 8 at the Renaissance Washington, DC, Hotel. The celebration recognizes outstanding community service by local broadcasters.
This year's Service to America Awards will honor the following broadcasters.
This award recognizes a television station for the totality of its efforts and its commitment to excellence in serving its community.
WFMY-TV Greensboro, NC
Owner: Gannett Broadcasting
WFMY has a history of reaching out to the local community and providing answers to tough questions such as how to feed the hungry or how to improve the education system. The station's outreach keeps viewers informed about those in need and gets them involved in being part of the solution. Efforts include Operation Greensboro Cares, the annual Food 2 Families campaign (now in its 17th year), Tools for School (which helped more than 19,000 students in 15 school systems in 2008), free swimming classes for needy children and Go Healthy Month to educate children about healthy lifestyles.
These awards spotlight television and radio stations for outstanding programs, campaigns and public service announcements produced for the benefit of children.
WLEN-FM Adrian, MI
Owner: Lenawee Broadcasting Co.
Every day WLEN serves children of all ages in their community. The station sponsors a number of events and initiatives for children, including public service campaigns produced by youth groups and student interns, and broadcasts highlighting the Student of the Day and the Athlete of the Week. WLEN also involves the youth of their community in helping others. With Mission Possible, youth groups helped raise money to provide shelter for homeless men in the community.
WCIU-TV Chicago
Owner: Weigel Broadcasting Co.
WCIU TV's Green Screen Adventures translates stories and drawings submitted by Chicago Public School students from grades 2 through 8 into television productions. The show's goal is to encourage children to be enthusiastic about reading and writing and to promote character development. In addition to a cast of professional writers and performers, "Green Screen Adventures" invites the student authors to be on the set and participate in the production of their stories. Since the program premiered in 2007, they have completed more than 125 episodes featuring the work of more than 675 students from 120 Chicago Public Schools.
This category honors radio and television broadcasters for individual campaigns, projects or programs that serve the public good or otherwise provide exemplary service to their local communities.
WSTW-FM Wilmington, DE
Owner: Delmarva Broadcasting Co.
Smartdrive is a driver improvement program conceived by Delmarva Broadcasting Company in response to a rash of preventable teen vehicle deaths. The program has been developed in partnership with a variety of public and private organizations concerned with traffic safety. Now in its fourth year of operation, Smartdrive operates in 76 schools in Delaware, Maryland and Pennsylvania, reaching more than 35,000 students and yielding approximately 6,100 active participants. Smartdrive is credited with the steady decline in teen vehicle deaths that has occurred since the program was launched in 2004.
KOBI/KOTI-TV Medford, OR
Owner: California Oregon Broadcasting
The Emmy award-winning Southern Oregon Meth Project was established in 2006. The project is a unique partnership between KOBI/KOTI and a group of businesses, non-profit organizations and government agencies determined to spread the message about the dangers of meth. The project focuses on educating children between the ages of 11 and 18 to not use methamphetamine - Not Now… Not Ever. In the first year alone, 70 percent of viewers in the television market were aware of the Southern Oregon Meth Project. By 2008, the recognition factor had increase to 80 percent. The Celebration of Service to America Awards are sponsored and produced by the NABEF with major support from Bonneville International and the National Association of Broadcasters.
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Today in Radio History
Milestones From Radio's Past
The history of radio broadcasting extends beyond the work of a few famous inventors.
EAS Information More on EAS
NWS XML/Atom Feed for CAP Messages
The feed provides feeds for all US states and territories.
Wallpaper Calendar
Radio 2014 Calendar Wallpaper
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The Wire
A virtual press conference
Information from manufacturers and associations about industry news, products, technology and business announcements.


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Andre De Coppet Collection 1566-1942 (mostly 1770-1865)
Search Tips | How to Browse this CollectionBradford, Edward (1798-1871)
1 item
This collection is stored at Firestone Library.
Requests will be delivered to Manuscripts Division, RBSC Reading Room .
Collection Creator: De Coppet, Andre, 1892-1953..
Dates: 1830 February 10.
Located In: Box 3, Folder 39
Extent: 1 item
Languages: English.
Access Restrictions
Collection is open for research use. Researchers may be required to use surrogates of collection items stored in special vault facilities.
Edward Bradford and his brothers moved from North Carolina to northern Florida to establish a number of prominent plantations in the early 1830s. Document from Halifax County, North Carolina, transferring ownership of a slave from Henry Bradford to Edward, his son. 1 p.
Preferred Citation
Bradford, Edward (1798-1871); 1830 February 10; Andre De Coppet Collection, Box 3, Folder 39; Manuscripts Division, Department of Rare Books and Special Collections, Princeton University Library.


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This year marks the 40th anniversary of Diane Von Furstenberg's iconic wrap dress, a garment that has charmed generations of women. When Von Furstenberg created it, the dress became a symbol of empowerment for DVF herself. Read More »
In honor of Independence Day, we celebrate independent women everywhere. Particularly, we want to highlight five MAKERS who speak on their personal appreciation for the USA. Some moved to the U.S. as children, others were sent abroad in their early adult years. Read More »
In honor of the Forbes' 100 Most Powerful Women, we are dedicating this week's #ThrowBackThursday to the 12 MAKERS on the list. Read More »
The buzz around New York Fashion Week is always exciting. It's wonderful to see people from all over the world gather together for their love of fashion. Read More »
Happy Mother's Day! MAKERS is happy to take this opportunity to honor what it means to be a mother and the impact mothers and motherhood have on the incredible women who make up MAKERS.com. Read More »
This week, leading up to Mother's Day on Sunday, we're celebrating the maternal bond, featuring content focusing on the lessons imparted by mothers and maternal figures. Read More »


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At some point, do you just change your name?
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Danner presents a new documentary, The Trembling Giant, that follows three groups of bow hunters 10,000 miles into the Rocky Mountains as they hunt for elk. Instead of making a film about hunting as a blood sport or game, this film captures the honesty of the hunt, man's connection with animal and nature, and the beauty of the elk community. It's about a passion for the nature and the wilderness we seek to protect. The full feature will be airing on The Sportsman Channel May and June. You can also find a screening near you.
Tag Archives: Danner
Ball & Buck + Danner
Filed under Style
Danner Stumptown Fall/Winter 2012
Danner – Stumptown / Jacket Required from HBTV on Vimeo.
At the recent UK tradeshow Jacket Required, Danner previewed their Fall/Winter 2012 collection. The collection is consistent with the brand's heavy duty quality construction with re-issues of their classics and introducing some new silhouettes. I'm looking forward to their boot/shoe combination styles that features versatility without sacrificing the toughness of Danner's traditional boot. Also be sure to hit up the site to check out their Spring collection.
Filed under Style
Danner's Patterson Boots
I think a post on Danner's new Patterson boots is terribly fitting for Veterans Day. In 2006, Danner became the supplier of the Marine Crop's Rugged All Terrain Boot, which gained the reptation of beng the only proven USMC rugged all terrain boot available. A new addition to the Stumptown Collection, the Danner Light Patterson and the Mountain Light Patterson boots are a tribute to the this history. With a limited run of 500 each and $10 of every pair sold being donated to the Wounded Warrior Project, these are definitely boots worth slipping into. Made from nubuck leather, hand-crafted uppers, stable stitchdown platforms, midsoles, and Vibram® outsoles that Danner uses on their military-spec boots, these boots will handle anything you through at them. It doesn't hurt that when you buy them, you're honoring the many brave men and women who have fought for this country in a small (but very valuable) way.
Filed under Style
Wild at Wilderness Workshop
Wilderness Workshop threw a fantastic event this Thursday in conjunction with Danner. Complete with pies from Petsi's, doughnuts from Verna's, and fresh brewed hottie toddies a la Jason McKenzie. And the company couldn't have been better with friends including James Fox, Andrew Ray, Jon Gaffney, and new friends Dustin and Jeff Thrope.
Filed under Style


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Diane Lyn Baltimore
MD's Hottest Halloween Costume
You will never guess this. What costume is trending in Maryland?
Lady In White: Haunted Gettysburg
This is not about the Civil War, but a love story, after the war, that has a terrible ending in Gettysburg. The story about "The Lady In White" goes…
How Much Does Halloween Cost?
How much will you spend this year for Halloween?
Halloween Events This Weekend
Scary up some fun for Halloween in Baltimore. Here's what's going on…
Live In The Brass Elephant
The historic building on Charles Street, was built-in 1870. It's on the market for $795,000, both as a single-family home and a restaurant. The owner is searching for either. Originally constructed as a Mount Vernon mansion.
Ghosts In Cape May
Angel By The Sea and The Hotel Macomber, both have history and a few hauntings. Read on and see if you think there are ghosts there! Pictures are included of the "haunted"….
What Haunts Bethany Beach
A copper bathtub that reportedly vibrates and other spiritual activity encountered. My husband and I,spent last year's anniversary at Addy, and experienced…..a "ghost". Read on:
Ghost Walk At Haunted Savage Mill
If you love haunted history, you will like this ghost walk in Howard County. Your Charles Dickens like tour guide, takes back in time to tell the stories of loss and mystery. The tour is suitable for school aged children and it takes about an hour to complete.
101.9 Pumpkin Patrol At AAA
I love seeing the smiles on the kids faces when they get to choose a pumpkin! Lots of smiles in this photo gallery at the AAA Car Center in Glen Burnie. Special thanks to the staff at AAA Mid-Atlantic, Disney Vacations and Maze Quest Fun Park. Check at my photo gallery and smile!!
Haunted MD: Kitty Knight House
I had what my husband and I believe, was a ghostly encounter when we stayed there for our 11th wedding anniversary. Many believe the ghost of Kitty Knight still roams the halls of this old house. She had a big role in the war of 1812. So what is this famous Marylander's story? Is Kitty a kind "ghost"?


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I'm going to test cook on a couple of ranges to compare them on Monday morning, and I'm wondering what some of the serious chefs on this forum did when they tested out their ranges before buying??? So far, I'm thinking I will:
- melt some chocolate (testing the simmer on the low heat burners)
We eat a mostly vegetarian diet, and I don't bake that often, so I'm a bit at a loss as to what else I should try - and ideas? Thanks so much! Samantha |
Follow-Up Postings:
Do you do a lot of stir-fry? I think thats something I'd want to test to make sure the burners have enough ummph. |
- Posted by localeater (My Page) on Sat, Sep 29, 12 at 18:03
I would want to test the high heat to sear as well. You probably don't want to cook a steak, how about searing some tuna or scallops. Tuna would be my first choice, can you get an awesome sear and still be very pink in the center? Also I know you said you don't bake a lot but what about baking a quiche, to see if the crust browns evenly, or a tray of cookies, to see that they all cook evenly. |
Bring along your favorite pans to see how they work on the cooktop. Not sure if you are vegan but if not, how about an omelette. It cooks quickly and you can see if it heats evenly. Sounds like fun and can't wait to hear your choices. |
stir fry, bring a wok |
- Posted by breezygirl (My Page) on Sun, Sep 30, 12 at 0:36
No showrooms near me to try anything, anything live. I bought my CC rangetop sight unseen as the showroom about 70 miles away didn't even have one on the floor. If I had the chance, I would have tried a stir fry, steel cut oats, melt and hold chocolate, and simmer a red sauce all with my own pans. See if you like where the simmer and power burners are placed if you're looking at a range with differently sized BTU burners. |
Ooooh, how fun. Probably depends mostly on how you plan to cook in real life ... if you stir-fry then test that for sure. I'm not a high heat cooker so wouldn't stir-fry myself, but I'd definitely try an multi-egg omelette in a large pan, and I'd try something like a cranberry sauce in a medium saucepan to test simmer. Melting chocolate is a good test too but it's something you tend to watch it quite closely while doing it. Trying something like bringing a quick cranberry sauce to boil and then leaving it almost untended at simmer for 10 minutes while you make your next dish would be my perfect "real-life" test. I would do both tests if I could. For the oven, I like the tray of cookies suggestion above. It will give you a good sense for how even the oven cooks. Carmelizing cauliflower might take a few tries at different settings to get it "perfect", so not sure I'd make a decision on the results of that alone. Personally I think almost every oven is capable of an amazing carmelized cauliflower, but finding the perfect settings for it is a bit trial-and-error from my experience. I do carmelized cauliflower (and broccoli and onions) almost every night for dinner so have it down to a science with our range. Our previous range was best with standard bake (not convection) at 425, and our current oven is best at convection bake at 400... I tried standard bake and convection roast at various temps with our new range before setting on 400/conv bake as being the best. Okay, well sorry for being so long-winded. I just think it's such a cool opportunity so am going to live vicariously through you in this. :-) Whatever you end up cooking, be sure and come back to post your experience. How very fun! |
Breezy - Steel cut oats - great idea! Have you ever tried making baked oatmeal with the steel cut oats? Samantha - I only found out about testing ovens and cooktops after I already purchased mine. When I bought my DW and Fridge - I brought along 2 bags of dishes and pans to see how things fit. It really helped me decide. Let us know how you make out. What a great opportunity. |
Samasan, You will have a lot of fun testing the range. I melted chocolate and made meyer lemon jam on the gas range top. I baked cookies, baked rolls and baked bread in the convection ovens. I boiled water and sauted onions on the induction cook top; it was very fast and responsive but I did end up buying the gas range. I baked a chicken, steralized jars and heated up a pasta dish and stuffed artickoke in the convection steam oven. The steel cut oats is a great idea. Have fun! |
- Posted by numbersjunkie (My Page) on Mon, Oct 1, 12 at 12:55
OT - but how do you caramelize cauliflower? Sounds good. I am just experimenting with cauliflower since it is fresh now. Just tried cauliflower fried rice and caluiflower pizza and was amazed at how good... |
How do you find a showroom where you can do test cooking? I've never seen one. |
Hi Marti, In New England Wolf/Subzero has 2 distribution centers called Clarke Kitchens, one in Milford, MA and 1 in CT. They encourage customers to come in and use their products. We also have a Miele gallery in Wellesley, MA where you can also experiment with the appliances. Some showrooms have "live appliances" but they usually demonstate the products and don't encourage you to spend a day cooking with them. We used to have a Bosch/Thermador gallery in Westwood, MA but now I think the closest one is in NYC. It may be worthwhile to check with your local appliance dealer to find out if you have some similar options close by to where you live. |
numbersjunkie, the traditional way is just to put the cauliflower in a baking dish into about 1 to 1 1/2" florets, drizzle with olive oil, add some coarse salt & pepper to taste, and bake until lightly browned (carmelized) --- about 30 mins usually at anywhere from 400 to 450 degrees. I've honed mine over the years to personal preference for ease and consistancy, since I do it almost every night. I use larger pieces (about 2 1/2 to 3" diameter) and pre-steam to just shy of al dente since I prefer the texture in the center that way. And I use cooking spray (embarassing to admit, and probably blasphemy to most, but dead easy and I really don't taste the difference ... you'll see why in a second). Then instead of salt & pepper I sprinkle with curry powder; love the sweetish flavor of the curry combined with the carmelizing. Then into the oven at 400 degrees convection bake for 20 to 25 mins. You just need to experiment a bit to find exactly what works best for you and your particular oven as it varies slightly depending on the size of your florets and the temp and whether you do convection or not. I hope you try it ... it's the best thing ever, and so simple. I steam every night first, then the veggies go into the oven on a cookie sheet while I do the main course (usually a simple meat on the grill or something as simple) then 20 to 25 minutes later I'm plating it up. Btw, since I started cooking veggies this way (years ago) my husband actually *likes* vegetables. This is saying something as when I married him the only vegetable he would eat was creamed corn! And that's not even technically a vegetable, lol. |
samasan, sorry for the hijack above ... meanwhile back at the ranch: Did you get to test your ovens? What did you cook? Which ovens did you try, and what is the verdict? Inquiring minds .... |
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F & M Visas - Students
There are two non-immigrant visa categories for persons who want to study in the U. S. The F visa is for non-immigrants wishing to pursue academic studies and/or language training programs, and the M visa is for non-immigrants wishing to pursue nonacademic or vocational studies.
F visas - Academic students planning to attend an accredited college or university that awards bachelors, masters, doctorate or professional degrees; an accredited community or junior college that provides instruction in the liberal arts and awards associate degrees; a seminary; a conservatory; an academic high school; a private elementary school; or an institution that provides language training, instruction in the liberal arts, the fine arts or the professions, or instruction in one or more of these disciplines.
- Students who plan to live in the U.S. to attend school are eligible for an F-1 visa.
- Students who plan to live in Mexico and cross the border to attend school are eligible for an F-3 visa.
M visas - Vocational students wishing to pursue non-academic or vocational studies in a community college or junior college that provides vocational or technical training and awards associate degrees; a vocational high school; a trade school or a school of nonacademic training other than language training.
To obtain a student visa, you must have:
Form I-20 completed by the school showing that you plan to pursue a full course of study.
Proof of payment of the SEVIS fee. Refer to SEVIS Frequently Asked Questions for more information about SEVIS.
Sufficient knowledge of the English language to pursue the intended study. If you are not proficient in the English language, you must show evidence that the school is aware of this and will provide language training.
Sufficient funds for the first year, and access to sufficient funds to cover subsequent years, as evidenced by bank statements or other financial documents. Students may receive permission to work on-campus or off-campus (after the completion of your first year of study) under limited circumstances. Please see information regarding student employment. Employment opportunities can be discussed with the designated school official (DSO) at your school. Accompanying spouse and child may not accept employment.
A residence in your home country that you have no intention of abandoning.
Students are encouraged to apply for their student visa with ample time for visa processing. Students applying for initial-entry F-1, F-2, and M-1 and M-2 visas may be issued those visas up to 120 days before their academic program start date as listed on the I-20.
Continuing students may apply for new F or M visas at any time, as long as they have maintained their student status and their Student and Exchange Visitor Information (SEVIS) records are current.
Students cannot use their visas to enter the US for the first time until thirty (30) days before their program start. Please consider the program start date carefully when making travel plans to the United States.
Holders of F visas can stay up to 60 days after their program terminates. M visa holders have 30 days after the program terminates.
Additional Information
Refer to Steps to an NIV for information on the application process.
Refer to Cost of an NIV to determine if additional costs may apply.
If you are not a resident of Mexico, refer to Third Country Nationals to determine if you can apply for this visa class in Mexico.
Information for spouse and children of applicants.
Additional requirements for applicants going to the U.S. to follow a science or technology-related course of study.
For more information about studying in the U.S. and student visas, visit the following web sites to learn about educational opportunities for undergraduate and graduate study, opportunities for scholars, financial aid, testing, admissions, and much more:
- Travel.state.gov
- Student and Exchange Visitor Information - includes a list of SEVIS approved schools
Important Information
The Consulate is open Monday through Friday by appointment only. To schedule an appointment contact the Applicant Service Center.
The Consulate General is closed on all American and Mexican holidays.


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A. Servidone Inc.
Tradition of Fine Performance
A. Servidone, Inc. is a closely held corporation formed in 1985. It is engaged primarily in heavy and highway construction as general contractors and in providing construction management services.
Half a century of construction experience was passed on to Mark J. Servidone to add on his desire to engage in the actual construction operations and to gain substantial knowledge of the utilization and maintenance of heavy construction equipment. Even as a school boy, Mark would decide to spend his summers at various jobsites throughout the country. Years of essential exposure and experience obviously has molded him into a relevant hands-on President and owner of the company.
To date, A. Servidone, Inc. has garnered its own reputation of excellence and expertise in the construction field. It has diversified in its comprehensive construction of highways to include flood controls, drainage systems, pumping stations which involved earth and rock excavation and the quarry procurement and placement of stone protection (rip rap). These projects have also required the construction of numerous reinforced concrete structures including bridges, flumes, flood walls, inlet/outlet structures and sanitary sewer/water lines and pump stations. In conjunction with construction operations, the company undertook such projects as relocation and construction of railroad bridges and extensive pile driving.
The company believes that the dexterity and acumen that was utilized by three Servidone generations will serve as the essential guidance to continue the tradition of fine performance.


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Following Phubie listed her Mad Science Birthday Party. Check it out….
Caitlyn became fascinated with science when she started kindergarten, and it was her idea to have a "Mad Science" party for her sixth birthday. These custom designed invitations from Melanie Crownover at ewe hooo, provided a lot of ideas and inspiration, from the color of the decorations to the design of the cake.
To help set the scene, there were mason jars filled with radioactive rods (i.e., glow sticks), real laboratory beakers containing Potion No. 6 test tube favors, and essential books in every mad scientist's library.
Inspired by the invitation, Loan, a full-time pharamacist and part-time "Ace of Cakes", created this phenomenal 2 tier red velvet cake. We loved all of the clever details that went into the cake, from the bubbling flask, mortar and pestle, book of potions, and spilling test tube, down to the lab rats pleading for help.
Chocolate and vanilla cupcakes from Happy Eatery were topped with my handmade toppers and displayed on the custom cupcake stand.
Our gummy worm and brain cultures grew in Jello petri dishes overnight in the refrigerator.
Guests rotated to various experimenting stations when they arrived.
To see the experiments and MORE please visit Following Phubie's Mad Science party Post.


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I've had this Shamrock plant for 3 years. 2 years ago I potted up and split a small section of bulbs off and put them in another pot, but haven't repotted since. In this entire 3 years, it's been big and bushy and beautiful pretty much always. However, for the last several months it's been in a steady decline, and I'm not sure why. I *have* read that Shamrocks need downtime, and admittedly, I've never given it that. I'm also reading that the yellow leaves might be from overwatering, though I thought I hadn't changed anything in the last 3 years. Would now be a good time to let my plant go dormant? Would it also be a good time to repot and split a bit off? Or should that be done while it's active? Also, only half of the pot is even growing now. Should I assume the other half of the bulbs have died, or should I assume they're dormant? I'll post a closer up picture in the next reply or two. |
Follow-Up Postings:
- Posted by Corry_Engelbrecht none (My Page) on Tue, Feb 5, 13 at 5:37
A little closer shot. Also, I should mention that the small pot that I split off two years ago still currently looks gorgeous and green. |
- Posted by asarumgreenpanda z6 MA (My Page) on Tue, Feb 5, 13 at 8:06
Hi Corry, Ah, I love these plants. Yours looks so pretty on that chair. It does look like it would benefit from a rest. That that's how I grow mine; I stop watering and let it go dormant for a month or up to three when it starts declining. If it were my plant, I'd split a small piece of it off, now, and repot that small piece in good, gritty, fast-draining soil, to see what that did for it. I'd let the larger piece go dormant, then repot it when there's stronger sun, in spring. In my experience, these are resilient plants, but they need a "time out" occasionally. What exposure are you growing yours in? Amanda |
- Posted by Corry_Engelbrecht none (My Page) on Tue, Feb 5, 13 at 8:08
I'm not entirely certain what you mean by exposure (I'm a bit of a newb, sortof). If you mean sun, which I'm guessing you are, it's in a bright room near a south window, but no direct light. If you're talking temperature/humidity, I keep my apartment around 66, and mist daily. |
- Posted by Corry_Engelbrecht none (My Page) on Wed, Feb 6, 13 at 3:08
Just an update: I decided to go ahead and give it a rest. After doing a bunch of reading on it, I cut all of the leaves off and put it in the corner in my bedroom (darker and a few degrees cooler than the rest of my apartment). Now I'll do my best to ignore it for a while, and pray it comes back to me. It's always been one of my very favorite plants. It's so beautiful when it's full and blooming! |
- Posted by marguerite Ireland (My Page) on Wed, Feb 6, 13 at 15:40
These are among my favourite house plants. You inspired me to take my purple and my white one from the tunnel where they have been 'resting' and they are now repotted and ready to go in an east-facing window where they usually live when in the house. |
- Posted by Corry_Engelbrecht none (My Page) on Thu, Feb 7, 13 at 1:41
Hehe, I'm glad I was able to inspire you! :P This plant is one of my absolute favorites, too. It just looks so happy when it's open and warming itself on some light morning sun. :) |
- Posted by marguerite Ireland (My Page) on Thu, Feb 7, 13 at 7:19
Yes, the purple-leaved and the green with the white flowers must be among the handsomest of all house plants when they catch the sunlight. I love too the way they 'respond', closing up if disturbed, as well as going to sleep in the evening. For flowers and foliage they can't be beaten, and they are pretty easy to look after. In my opinion they are most rewarding houseplants. |
- Posted by LauraRobichaud 5b Mass. (My Page) on Thu, Feb 7, 13 at 10:59
I have a large pot of the purple-leaved variety. I put the pot in the garden for the summer and it LOVES it. It gives a nice splash of color amongst the perennials. |
- Posted by asarumgreenpanda z6 MA (My Page) on Fri, Feb 8, 13 at 12:13
Hi Corry, yes, by "exposure" I meant which direction the window faces, but it's good to know temps, too. When mine starts to decline, I stop watering and then, when the foliage has died back, I prop a plate or a saucer (not a terribly heavy one!) over the top of the pot so I don't forget and water it. I agree they're lovely plants, generally, and also in the way that they open and close. LauraR, I bet yours looks beautiful outside in the summer. That's what I do with mine now, too: outside in the summer, then in for dormancy in late fall. This post makes me want to start them growing early, though! Amanda |
- Posted by EnyaFan4Ever none (My Page) on Sun, Apr 13, 14 at 21:21
Help! I have never grown a shamrock plant before. I bought one from the store and it was already bushy and green, however the pot it was in was too small. So I transfer it to a slightly bigger pot, where it grew some and was still bushy and green. One day my two year old knocked the plant off a bench. I added more soil and fixed it and since then it has been on a steady decline. Now there are only 4 leaves left on my plant and there are still several bulbs in the dirt. I keep it in indirect sunlight but a very bright room and at about 70%. I don't know what to do!!! |
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6 Be strong and of good courage, don't be afraid, nor be scared of them: for Yahweh your God, he it is who does go with you; he will not fail you, nor forsake you. | 6 Be strong and courageous. Do not be afraid or terrified because of them, for the LORD your God goes with you; he will never leave you nor forsake you." |
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Campus Directory
Sheryl Seppa
Department: Early Childhood Education
Phone Extension: 8906
Building: C 115D
Sheryl's life quote is "Love what you do and you'll never work a day in your life."
Since arriving at FM in 1995, Sheryl has loved her work. "The road to FM was filled with many careers and experiences," she says. "I have taught children from the ages of 6 months to eighty-something years. In addition, I have worked in various non-education positions from aerospace to sales.
So, what drove me to the position of professor? Actually, it was sitting in an elementary education class in my undergraduate studies. I was being taught by a professor who hadn't been in an elementary classroom, as a teacher. I remember thinking, I could do a better job than this guy! My classroom and life experiences have lead me to where I am today, and I must be doing a decent job of teaching future teachers. I received the Chancellor's Award for Excellence in Teaching and have achieved full professorship."
Sheryl says she is a strong proponent of FM; a proponent of quality education and is delighted that her daughter is a graduate of FM which she proudly confirms as her most rewarding college experience.
As the advisor to ECCHO (Early Childhood Club Helping Others), Sheryl has been honored to be a participant in the yearly activities held to raise funds for holiday families and other family support projects. She has received the Bill Pierce Advisor of Excellence Award twice and says that the true reward is helping her students make a difference in the lives of others.
"Awards are on my "ego" wall, but the most rewarding recognition is watching my former students teach in their own classrooms," exclaims Sheryl. "I have had the privilege of being a part of their lives from their freshman orientation to leading them into the gymnasium for graduation."
Sheryl earned a B.S. in Elementary Education from Indiana University of Pennsylvania and an M.S. in Early Childhood Education from The College of Saint Rose. She is a certified trainer for Maltreatment Reporting and provides training to schools and childcare centers for professional development.
When Sheryl is not on-campus or out in the field observing, you may find her on the golf course or on a calm lake kayaking with her husband.
Fall Courses
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- Blogging Fusion Blog Directory
Monthly Archives: July 2011
The Adventure of Timed Exposures
The timed exposure has been a mainstay in photography since its beginning. The timed exposure is often used for capturing the movement of water. With time standing still, water flows and leaves beautiful, sensual streaks on the sensor. It takes on the sense of flowing silk. Here is an example of water flowing in a 2 second exposure.
The Graduated Neutral Density Filter
Have you ever been out shooting landscapes and found that the sky was so bright that you could not get a decent exposure? Even taking a reading of the sky and the land separately and splitting the difference in exposure doesn't help. The results are still the same, you are not satisfied with the end result. So what can you do?
One of the most powerful tools you can add to your photography kit is a graduated neutral density filter. They are usually rectangular in shape with the full strength neutral density lightening to clear. They are available in a variety of strengths to meet your needs.
While you can get them in round filters, I highly recommend the rectangular filters even though you will have to have a filter holder. You have much more shooting flexibility with the rectangular version.
The Graduated Neutral Density Filter makes it possible to shoot a landscape even when you have a very bright sky and a darker land mass. If you shoot without the filter, you will either blow out the sky or you will have very dark land. There are simply too many stops between the land and sky. Something has to give.
The way to control the situation is to use the filter putting the full strength neutral density portion at the top and have the land unaffected by the clear portion. The result is you lessen the brightness of the sky so it is more in proportion to the brightness of the land. This gives you an exposure you can live with.
When I shoot landscapes now, I generally have the neutral density filter at hand.
The Remote Shutter Release
You know, I didn't think I really needed a remote shutter release for my camera. It seemed like an expenditure I did not need to make. Then I thought back to my film days. I had a manual remote shutter release then. I used it all the time. I rarely took a photo from my tripod without using it. So why the resistance now?
Maybe it was the expense. Maybe it was that I had gotten used to living without it. I guess I needed a compelling reason to buy one.
That reason arrived when I wanted to shoot star trail photographs. It required a timed exposure. The only way my D90 will take a timed exposure is with a remote shutter release with button lock. If you want to make the photography you have to pay the price.
I ordered my remote shutter release and took my star trail photos. And, then something wonderful happened. I began to use the remote every time I shot from a tripod. I got back into using every advantage I could to make the sharpest photograph possible.
When you shoot from a tripod by pressing your shutter, you introduce one more little vibration that influences the sharpness of your photographs. Using the remote eliminates this vibration from your image. In the long run, you get sharper photographs.
In retrospect, I am not sure how I got along without the remote shutter release. It has become a major part of my shooting routine.


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The Best Songs About the 50 States
Because every one in the Union has its anthem. Here are our (admittedly biased) selections. (Play and pause each one, or get the playlist on Esquire Spotify, and share #MyHomeStateSong on Twitter and discuss on Facebook.)
By Andy Langer
The Velvet Underground, "Stephanie Says"
Because there's not the slightest bit of doubt in Lou Reed's voice when he declares, "It's so cold in Alaska."
Honorable mentions:
Johnny Horton, "North to Alaska"
Phish, "Alaska"


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"Believe in yourself and dreams come true" is the positive message of Growing Up with Loukoumi (NK Publications, $19.95), a new children's picture book and CD by Nick Katsoris. In this second book in the series, Loukoumi the lamb is back, this time trying to figure out what she wants to be when she grows up.
An Eastchester resident, Nick Katsoris is a modern-day Renaissance man. He is not only a children's book writer, but also a crime novelist, book publisher, and lawyer. The inspiration for Katsoris' first children's book, Loukoumi, was the Greek word "loukoumi", a type of candy in Greece that means "sweet". Loukoumi, the story of a lamb trying to find her way to America, was self-published in March 2005, and sold over 2,000 copies. This success led Katsoris to create a plush Loukoumi toy, and then to write and publish the next installment. "I believe that a children's book should teach a lesson," Katsoris says. "I want to encourage kids to believe that they can accomplish anything in their lives." In Growing Up with Loukoumi, Katsoris uses animal characters to teach this lesson. Loukoumi the lamb visits her friends — Gus the bear, Fistiki the cat, Dean the dog, and Marika the monkey — to talk about what they want to be when they grow up. All have different choices. Marika wants to be movie star, Dean dreams of becoming a police captain, and Fistiki wants to be a singer. Since animal characters are inherently diverse, children of all races and cultures can relate to them, and therefore, to the universal message they convey: You can be anything you want to be when you grow up. Loukoumi and her friends are simple, likeable characters with appeal to children of many ages. The language is straightforward, easy for a preschooler to understand, and great for beginning readers to read aloud. After I read the book to my 3-year-old son, he shouted a child's most approving words: "Read it again!" He also enjoyed listening to the accompanying CD. My 6-year-old nephew read the words in the book along with me. His favorite part was a funny image of Loukoumi in sunglasses, dreaming about becoming a movie star.
Many successful people contributed to the Growing Up with Loukoumi CD. Although young children might not realize that the celebrities on this 15-minute disc are the embodiment of the book's message, it is still fun for both kids and parents to hear talented performers. The book's narrator, Grammy-winner Gloria Gaynor, also sings her original song, "Believe". Academy Award-winner Olympia Dukakis is the voice of Marika the monkey and aspiring actress, and is the narrator of the first Loukoumi book, also included on this CD. Other character voices are CBS correspondent and MarketWatch anchor Alexis Christoforous, American Idol star Constantine Maroulis, and Guiding Light actor Frank Dicopoulos. Yet another reason to buy this book: $2 from the proceeds of each book sold will be donated to the Make-a-Wish Foundation. Katsoris chose this organization because he finds it "rewarding to give back to kids," and because the Make-a-Wish Foundation "makes dreams come true." Katsoris hopes to continue the Loukoumi series. His publishing company, NK Publications, is expanding and will release seven titles in the next six months. The first Loukoumi book is being translated and published in Greece, Spain, and Israel. Anna Vissi, a Greek pop star, will be narrating the Greek version. And in the future, Katsoris hopes to animate Loukoumi. You can hear Katsoris read Growing Up with Loukoumi on Saturday, January 27, 2007, at 3pm at Barnes and Noble at Central Plaza, 2614 Central Park Ave., Yonkers; (914) 771-6400.
Three Tips for a Happier Holiday Alternatives to Overindulging Your Child Moments of Meaning During the Holiday Rush Holiday Concerns for Special Needs Beating Homesickness at Camp
local zones
Nassau cont.
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Westchester cont.
Rockland cont.
Queens cont.
Brooklyn cont.


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On to the next course: Metro. That got four minutes. Read to the jump of a section-front story about a fifteen-year-old boy killed in a gun battle, sped through an obit for Bruce Wasserstein, the Wall Street dealmaker, and glanced, as I always do, at the photos in the paid obits. I frowned at the weather page. It's printed so small it's useless, a sure sign I am getting older. (Apparently, others felt the same way, prompting Post editors to restore the weather info to its former, larger footprint. It had gotten squeezed in a recent redesign.)
Style and Sports got four minutes each. Style often has a long feature that catches my attention, but not today. Sports had a column by one of my favorites, Thomas Boswell, so I was miffed that I had to rush. Lucky for me, my other favorite sports columnist, Tracee Hamilton, wasn't writing that day. Home and the District Extra got three minutes apiece.
Despite feeling like I'd run through the Post at a sprint, I had only three minutes left of my thirty-nine-minute allotment. I skimmed headlines in The Wall Street Journal, taking mental notes on a few stories I wanted to go back to. That took four minutes. I was already over time and hadn't even looked at New York Times. Well, I couldn't help myself. I speed-read my way through in fifteen minutes, feeling wholly unsatisfied and defeated. How do people do this?, I wondered.
On October 16, a much better newspaper day, I gave myself no time limit. I started the Post at 8 a.m. and finished one hour and seventeen minutes later. I polished the other two papers off in an additional hour, skipping their versions of stories I'd already read and concentrating on their enterprise offerings. I felt informed, entertained, and in touch. In celebration, I attempted New York Timescrossword right then, instead of waiting until after dinner.
My experience leaves me in a quandary about the future of newspapers. I believe in mass-market, big-city journalism; it's what I grew up in, both at New York Newsday and at The Washington Post. It's all that I know. But few people have the time to really experience the wonders of a newspaper. You have to commit to it, to devote the time, which gets harder and harder to do in our fractured, distracted, multimedia world.
The only future I can see clearly is one in which newspapers cater to their loyal core. In my future they serve up superior journalism and charge readers the full freight, no longer relying so heavily on advertisers that are deserting in droves. If people pay more, perhaps they'll place a higher value on what's delivered, and spend more time with it. There is a market—I hope, I pray—and I'll bet it's larger than just me.