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Post Graduate Teachers,Trained Graduate Teachers,Primary Teacher (Academics,Primary Teacher (Activity), Jobs & Vacancy in Education at NEW DELHI MUNICIPAL COUNCIL, Delhi Jun 2012
Job or Vacancy Description:
Online applications are invited by NDMC to draw a panel of Guest Teachers (P.G.T., T.G.T., Primary Teacher (Academics), Primary Teacher (Activity) and Laboratory Assistant in Navyug Schools of NDMC from the interested candidates. The panel of the selected Guest Teachers will be valid for the academic session 2012-2013:
Post Graduate Teachers (PGT) : (1) Hindi, (2) English, (3) History, (4) Political Science, (5) Geography, (6) Economics, (7) Commerce, (8) Physics, (9) Chemistry, (10)
Mathematics, (11) Computer Science
Trained Graduate Teachers (PGT) : (1) Hindi, (2) Sanskrit, (3) Mathematics, (4) Drawing, (5) Music, (6) Physical Education, (7) Computer (Science)
Primary Teacher (Academics) : (1) Science, (2) Humanities
Primary Teacher (Activity) : (1) Music, (2) Drawing, (3) Physical Education
Nursery Teacher
Laboratory Assistant
How to Apply : Apply Online at NDMC Online applications are invited to draw a panel of Guest Teachers (P.G.T., T.G.T.,Primary Teacher (Academics), Primary Teacher (Activity) and Laboratory Assistant in Navyug Schools of NDMC from the interested candidates.
General Instructions:
(1) Applications received online in response to the notice will be scrutinized post wise.After the scrutiny, the eligible candidates will be shortlisted post wise &subject wise on the basis of academic performance determined on the basis streetwise marking criteria consisting of 30 marks.
(2) The shortlisted candidates will be called for interview for which 10 marks will be kept. Maximum 10 marks for teaching experience will be awarded to the candidates as per marking criteria at the time of interview after verifying theoriginal experience certificates.
(3) Thus the maximum marks for the empanelment as Guest Teacher will be 50(30for academic performance, 10 for teaching experience and 10 for interview).
(4) The candidates who will be called for interview will be required to bring theoriginal(i) mark sheet(ii) degree and (iii) certificates in support of experience and other related information alongwtih two sets of attested documents, two passport size photograph and two specimen signature on plain paper.
(5) The candidates who will be called for interview are also required to bring theproof of residence and identity viz Ration Card/Passport/Pan Card/Driving Licence/Bank Pass Book/Voter Card etc.
(6) No T.A./D.A. will be paid to the candidates called for appearing in the interview.
(7) A final list in order of merit will be prepared to form a panel in various posts(subject wise) after adding the marks for teaching experience and interview.
(8) The candidates placed on the panel will be offered to work as guest Teacher by the respective heads of the schools as per the requirement only.
(9) After accepting the offer in writing the candidate on Guest Teacher Panel will have to take classes accordingly.
Tentative Last Date:12-06-2012
About the organization:
Delhi Set-up had recommended that a fresh law governing NDMC should be passed by the Parliament for proper organization and functioning of the New Delhi Municipal Council. Consequent upon enforcement of Constitution (Seventy Fourth Amendment) Act, several provisions in Punjab Municipal Act, 1911 had to be brought in tune with Part IXA of the Constitution before 31st May, 1994. Furthermore, there were several major differences between various functional regimes prescribed under the old law governing NDMC in comparison to the Delhi Municipal Corporation Act, 1957. It was generally recognized that there was need for a greater measure of commonality in the procedure adopted by the Municipal Corporation of Delhi and the New Delhi Municipal Council in matters relating to taxation, revenue, budgeting, contracts, accounts and audits, streets and sanitation, public health, public safety and suppression of nuisances etc.The following were the most important objectives.To Provide New Delhi Municipal Council area with a new legislation repealing the Punjab Municipal Act, 1911.To bring uniformity as far as possible in building regulations, audit revenue and budgetary provisions in the Municipal Corporation of Delhi and New Delhi Municipal area; is marginal.
Address :
Palika Kendra, Sansad Marg, New Delhi – 110001
Click above to download
the vacancy details


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April 7, 2012
By Cory Burkarth
University of South Carolina Athletics
By Cory Burkarth
COLUMBIA, S.C. - With the 2012 NCEA National Championships set to begin next Thursday in Waco, Texas, Georgia maintains its position as the No. 1 team in the country.
Oklahoma State moves up from fourth to second in this week's poll, as the Cowgirls have won eight in a row, including the Big 12 Championship over the weekend.
South Carolina jumps three spots to the No. 3 ranking as the Gamecocks defeated No. 3 Auburn and No. 1 Georgia over the weekend to win their first Southern Equestrian Championship. The Gamecocks are 9-5 and have won six meets in a row.
Texas A&M falls from second to fourth, and Auburn falls from third to fifth. Baylor, which had been ranked fifth, falls to sixth after going 0-2 at the Big 12 Championship.
Kansas State moves up one spot to No. 7 this week, as the Wildcats defeated the Bears, 10-6, to place third at the Big 12 Championships. New Mexico State falls from seventh to eight.
Southern Methodist holds steady at No. 9, and Fresno State also maintains its No. 10 ranking.
The collegiate coaches competing under the National Collegiate Equestrian Association's umbrella initiated the national poll.
The poll is released bi-monthly with this week's poll being the final one of the 2011-2012 season. The National Collegiate Equestrian Association's National Championships will be held April 12-14 in Waco, Texas.
Women's Intercollegiate Equestrian National Coaches Poll
Ballot Results - April 4, 2012 - Poll #9
1. Georgia (63)
2. Oklahoma State (59)
3. South Carolina (55)
4. Texas A&M (52)
5. Auburn (48)
6. Baylor (33)
7. Kansas State (30)
8. New Mexico State (20)
9. Southern Methodist (10)
10. Fresno State (8)
"We Are Your Team!" - The Fresno State equestrian team is preparing for the National Championships in Waco, Texas from April 12-14, 2012.
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Privacy, a rant
Thursday, October 18, 2012
I'm not up to date on who's who in... well, anything except classical music I guess. Still, people mention names as though they expect me to see faces with them (I'm really bad at recognizing and remembering people I personally see, I'm worse at remembering photos and associating ANYTHING with them). My closest friends have learned to refer to actors by the role I first saw them in, because that's pretty much the only thing that will stick with me. They laugh, but they've come to accept that I'll never associate anything apart from a job with someone whose job is me watching them do it.
I can't bring myself to google these people. It's an invasion of their privacy for me. I don't want to know about their lives, I don't care to speculate what or whom they might or might not have done. If I knew them, personally, it would be utterly different, but I DON'T! So WHY should I care that such-and-such was seen with this-and-that-person? WHO are these people and WHY should I want to pry into their personal affairs? What gives ANYONE the right to do so?
And why are they offended if I say so? These are PEOPLE, not objects for anyone to stare at all the time. Let them live!
Inspiration, for me, isn't about stalking the lives of others. It's about meeting people and learning their stories, becoming a part of their lives just as I, myself, become a part of theirs. When there's a personal component to inspiration, when there's a STORY behind it, when I've talked to that person (whether face-to-face or on the internet), then there's a spark ignited within me.
So, please, people at work, don't show me "How supposed Star X lost 50lbs!" magazines at work. Chances are, I won't even know who that person is supposed to be (except I now know the name they are known by), let alone be inspired by them or aspire to be them. I'm quite handy with image manips myself, you know? Reality, the simple treasures of a friend's or an acquaintances story, the beauty of my surroundings, the fire within and the visible representation of my goals without will always, always serve so much better as something worth striving for.
(I once told off a famous football player when I was out buying shoes when I was still a student in NYC. He was miffed that the sales associate was paying attention to another customer and me and not swarming to him like the other two associates in the not-that-big store. I was SO scared of that giant man, but really, really angry that he was offensive to both the sales people and other customers so... yeah, this is why I'd never survive as a criminal attorney. I've been told I have NO self-preservation instincts when I perceive a slight or an injustice.)
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- Kick it with a classic
- Currently Unavailable
Short shorts for training with an old school vibe thanks to a classic adidas Originals logo.
Curved, split hem for added comfort and retro flair.
These shorts feature a comfortable elastic waist, the 3-Stripes down the sides and classic trefoil logo. Polyester.
A brand with a distinctive old-school feel, adidas Originals is a collection of casual sports apparel and is adidas' heritage line. The brand uses the iconic Trefoil logo, which first appeared in 1972. Inspired by adidas' signature 3-Stripes, the flower shape with three stripes running through symbolizes the brand's diversity. It was the corporate symbol until 1997, when the 3 Bars design was adopted. Today, pieces in the adidas Originals collection are based on fashion from the 1960s through the 1990s. From flat bill caps to graphic tees, and from track pants to crewneck sweats, the adidas Originals collection is made to be noticed.
Short para entrenar con estilo retro gracias al logotipo de adidas Originals. Dobladillo curveado y separado para mayor comodidad y un toque clásico. Vienen con cintura elástica, las tres franjas de adidas en los costados y el logotipo clásico. Poliéster.


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I'm looking for a tool (free/paid) to help me in reviewing my website style and interface. Such as: explain the content of the home page (footer, header, ...), take snapshots, and write comments on them.
I know this can be done using print screen and MS Paint, but I need a more professional tool to use.
Thank you in advance.


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Has anyone gotten their nVidia graphics card (GeForce 8600 GT) to work on Fedora 11 x86_64? It's been a literal hit or miss on every release of Fedora. I started at Fedora 8 and I'm on 11. I got it working on 9, then 10 (after waiting for the right kmod drivers) and Fedora 12 is almost here and I haven't gotten my graphics card to work to it's full 3D capacity.
After I install kmod-nvidia and reboot the machine, my monitor literally loses its signal. I would then have to reboot into runlevel 3 and manually change the x configuration file back to "nv".
I've been to the forums, IRC and filed a bug report with RPMFusion and RedHat. No one could give me a solution. What happened between Fedora 10 and 11!?
I missed out on playing World of Warcraft on my Linux-box or any other graphic-intensive game.


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Skydiving.com now has a network skydiving location serving West Rockport and Knox County in Maine. Call Skydiving.com at 1-800-617-7948 for details, free information and specials on skydiving in West Rockport, ME today!
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Sign up for our newsletter and receive updatesand specials on skydiving across America!


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The world is brighter because "Orphan Black" exists, so it's always hard to imagine that it almost didn't, but it's true – it almost didn't exist. With the season 2 premiere now only a week away (meaning you still have a week to get obsessed like the rest of us), BBC America aired a special, "The Cloneversation," on Saturday, April 12, to serve as both a refresher of season 1 and a preview of what's to come.
"This is one of those shows where you just don't know who to trust," executive producer John Fawcett said. "Everyone's got their own agenda." Two characters that is true about are Paul and Delphine. "There will always be" an "air of unpredictability" about Paul, Dylan Bruce teases, and that will continue. Also, get ready to see Paul in scenes with more than one clone in season 2.
Also meeting a new clone this season is Evelyne Brochu's Delphine, who will be in scenes opposite pro-clone Rachel. Speaking of Delphine, Brochu says her feelings for the clone she should be monitoring are real. While "Delphine has a flip side," she admits, "there's an intense passion and love between those two characters." Their relationship will "get even more complex in season 2," she previews. There will be even more layers to the already multi-layered relationship – lovers, coworkers, patient/doctor, experiment/scientist, etc.
When asked for something about what's coming, Graeme Manson brought up what Maria Doyle Kennedy has said: "Season 2 is like season 1 on crack."
Part of "The Cloneversation" was a new "Orphan Black" season 2 sneak peek showing more of the scene previously teased in a short 15-second clip of Rachel and Paul. As she explains, he may be her monitor and report data to Dr. Leekie, but he'll be working for her. She reveals that Dr. Leekie became a sort of guardian to her after her adoptive parents died, but he can become too attached to his subjects, herself included. Now, however, she outranks him.
As for Paul, he's been lucky with his entanglement to Sarah, but now, he has to make a decision because a "middle ground" doesn't exist anymore. "What do you need me to do?" He asks, and we continue to question whether he can be trusted.
"Orphan Black" season 2 premieres April 19 at 9 p.m. on BBC America. What are you most looking forward to seeing next?
Suggested Links
- BBC America releases 'Orphan Black' season 2 character posters
- 'Orphan Black' season 2 trailer: She wants everything
- 'Orphan Black' season 2: EPs promise 'big plans for all of our characters'
- 'Orphan Black' season 2: Paranoia, fear and everything that makes Alison Alison
- 'Orphan Black' season 2 premiere photos: Sarah meets Mark


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Zecotek Photonics release a white paper explaining their glasses-free 3D display
Zecotek Photonics released a white paper on its glasses-free 3D display technology. The white paper makes important distinctions between Zecotek's patented Real-Time 3D Display system and other auto-stereoscopic systems now being offered to consumers, in particular the technical barriers to true high-definition resolution.
You can download the white-paper here (PDF).
Zecotek's 3D display system does not require glasses, eye tracking or other extraneous or viewer dependent devices. Based on a patented array of matched, dynamic lenticular lenses and coupled with high speed image projection, Zecotek's Real-Time 3D Display system offers a solution to the impasse of current 3D technologies. The system operates by forming a very large number of perspective views which, together with its wide viewing angle, allows multiple viewers to each have their own unique perspective. This combination of views, viewing angle and the 3D display's high resolution offer a viewing experience closest to the visual perception of real objects.
Popular stories:


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One of the best up-and-coming bands in Vancouver is No Sinner. The four piece sold out their first Biltmore Cabaret show effortlessly and since the release of their EP Boo Hoo Hoo the band has been garnering critical acclaim. No Sinner will be busy this summer, playing 3 of BC's most well known festivals; The Burnaby Blues and Roots Festival (this Saturday), The Salmon Arm Roots and Blues Festival, and Live at Squamish.
Song of the Day: Love Is A Madness by No Sinner
Recent Posts From This Author
- The Tourist Company Release New Live VideoPosted on Dec 20, 2014
- Dear Rouge Release Follow-up Single "Best Look Lately"Posted on Apr 22, 2014
- The Tourist Company Release New Single "Irrepressible Future"Posted on Apr 15, 2014
- Dear Rouge Release New Single: "I Heard I Had"Posted on Oct 15, 2013
We encourage all readers to share their views on our articles and blog posts. We are committed to maintaining a lively but civil forum for discussion, so we ask you to avoid personal attacks, and please keep your comments relevant and respectful. If you encounter a comment that is abusive, click the "X" in the upper right corner of the comment box to report spam or abuse. We are using Facebook commenting. Visit our FAQ page for more information.


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MAG: Angelina Jolie Sparks Brad Pitt Fight By Watching Ex Jonny Lee Miller's Show
Truth rating: 0
November 10th, 2012
"Brad Pitt has a love rival in his own living room — fiancée Angelina Jolie's handsome ex-hubby Jonny Lee Miller!" declares the National Enquirer.
According to the tabloid, "The oddball beauty brought out Brad's jealous streak by secretly recording Jonny's hit new TV series 'Elementary' — after telling him the show was 'a dud.'"
Um… what?Read more...


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Global trade slows down to a five-year low in 2015, but negative growth rates are also a result of currencies' depreciation against the US dollar.
Today's trade news is shaped by a marked slowdown in 2015 world exports. According to UNCTAD/WTO estimates, measured in current US dollars, global merchandise exports plummeted by 13% in 2015. Services exports declined by 6%.
Sound data on foreign direct investment (FDI) is an essential tool for research and policy analysis, and a basis for policy formulation, implementation and assessment. This publication is a major effort by UNCTAD to fill a large gap in FDI statistics.


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Today sucked so much!
It was an "A"-day, so its not very ironic.
But still, I felt good about taking my Geometry test, but after that, I just felt really lethargic. English was okay, we had a test in French that I totally forgot, but I felt prepared...But I almost fell asleep before we took the test, I just felt weird, I was really hungry, it was super hot in there, it was too freaking loud, I guess my body just quit on me.
I just wanted History class to end. And as it turns out, I was right about the game today. But I'm not rubbing it in anyone's face right now.
I feel like crap. *Turns a defeated Brown* I'm so tired!
Anyways, I was also a bit nervous 'cuz I had a Doctor's appointment, and the most logical reason why, shots. I won't lie, I was shaking a bit, but right before I got them, I relaxed...It was a Flu Shot, which I don't remember taking, but I didn't even feel it...I did, but it just felt like someone was poking me w/ their finger. I don't remember what exactly I was getting injections for when I had those bad memories about needles, I do know that one was because I had to get blood drawn...I was like...9 then, and I was petrified of that Butterfly Needle that they said would hurt less, that was not true.
I will have to get blood drawn maybe on Friday. Whatever. And the band-aid didn't hurt coming off either, I was surprised at that because my hairy arms make band-aids hurt when I peel them off; I don't even know why they gave me one, there was no cut.
I'm uber-angry because we got the shit kicked out of us in soccer again. As a team we looked pathetic. I was gettin' irritated because Julian, our goalie, who really didn't block any shots today (I'm surprised, because he blocks WAY more shots than which ones get away.) kept drilling me because I had to keep abandoning my post to cover a lethal opening in the Middle. I don't know where my Defensive Mids were, but they weren't blocking their men...I even blocked a shot or two, but they got mad at me because I left my side...I freaking had to! They weren't passing anything over there, we were getting torn apart from the Middle, not the Right!
Also, I was about to punch #19's head off. Arrogant prick, startin' fights over petty stuff. When they had a Corner Kick, I said "I got #19! Someone get #8!" and he said "No you don't, 'cuz if you do..." and some other stuff that really should'nt have been said. He even threatened me after an accident, shithead.
Plus, I saw Araceli, a 'companion' of mine from last year, and apparantely that was 'his girl', so he just had to keep stuff up. I told the refs, to check him, but they didn't listen. Even after the game, he flipped me off and said "You see this finger", I was about to risk getting a red card, punch him in the face, then look over his near-unconscious corpse and say "You see these FIVE fingers, bitch!?"
And I'm getting so damn tired of everybody constantly railing on me over little stuff. I'm not even that upset that we lost (Almost 20-0)...We got our battleships sunk deeply. "Titanic" has nothing on us. But still, my aunt, WHO ONLY SAW THE FIRST HALF AND MAYBE 25 MINS OF THE SECOND HALF lecture me about "You need to stop hittin the ground when you hit the ball!" "Stay off the ground!" "You'll get hurt if you keep hittin' the floor!" and the most stupidest line that I keep hearing, and that doesn't make much sense "Nobody else was doing that!" And that last one was not true...Earnest, our Attacking Mid was slide-tackling everybody, sacrificing his body just to make a trip and stuff...The only reason I kept sliding was because someone ran around me and I could barely get back and stop them...Trying to slide-tackle and miss is better than have them score right in my face. Even now she's still talking about how I kept tugging my shirt at the first game we ever played...That was last frikin' month. And besides, who cares if I'm the only one doing stuff.
After EVERY SINGLE GAME, Edwin literally takes all of his shirts off and walks back to the bus shirtless and nobody else says SHIT about it. It's the coach's job to drill me, and I already get enough of that during the game, the last thing I need is her railing me over small stuff. It's a sport, not a beauty contest...
And Javier, why won't this guy just quit the team and leave us alone? He keeps slacking around, arguing w/ the coach, and taking off his equipment in the middle of the game. And he's supposed to be our captain? Thank goodness coach demoted him, he didn't deserve it. He just straight-up gave up on us...And he does it all the time at Practice.
But the Spitball Cherry on top of this bullcrap day...Guess who?!
Verny Vern just can't say a nice word about me to save her own life.
But it's time for me to go to bed, so good night.


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text:
Honduras people numbers in 2009 are about 7, 466,
345 Tegucigalpa have human population about 620,345 and is capital of
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Joshua Robert Barrett
Position: DB
Height: 6-2 Weight: 226 lbs.
Born: November 22, 1984 in Reno, NV
High School: Reno
College: Arizona St. (school history) (Barrett college stats)
Drafted by the Denver Broncos in the 7th round (220th overall) of the 2008 NFL Draft.
Weighted Career AV (100-95-...): 3 (10660th overall since 1950)
Other SR Links: College Football at Sports-Reference.com
Promote your website or business by sponsoring this page for $5 on Pro-Football-Reference.com. Your message will replace this ad.
Output includes all games from 1994 to 2015.
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text: Be wild and flirty this summer when you go out in this sexy cut out monokini! Youll sure be eye catching when your laying out at the beach! Grab everyones attention this season and add it to your summer collection! It features animal print, cut out bodice, light padded, adjustable halter, side rhinestone detailing, and fitted. 80% Nylon 20% Spandex. Style: swimsuit-onepiece-www10-16neoncoral This item is FINAL SALE and is not eligible for return or exchanges.


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Our Princess absolutely loves her new wooden toy box! Doesn't it look so cute in the corner of her room?
It took us about 20 minutes to put this together and was pretty easy. All we needed was a screwdriver and the instructions...... no drilling, hammering, cutting, painting, or cussing! :)
She's already been putting this to good use. Not even a minute after the toy box was put together she was busy filling it up with her dress-up clothes, princess dresses and accessories. It's practically overflowing with tulle, feathers, and sequins at this point! :)
Notice how the lid stays open by itself? It has a safety latch inside that doesn't allow the lid to come crashing down on little fingers. A great feature if you ask me. This toy box also has a nice soft cushion on the top and can be used as a bench as well. A great spot to relax or do some reading...This, along with other darling toy boxes and kids furniture is manufactured by Levels of Discovery. (You can find them on facebook here.)
And now for the fun part. Hayneedle generously sent us one of their cute kids toy boxes for our Princess and also one for a giveaway!
mistee said...
Shared on fb . #1 (Mistee Dawnw)
February 3, 2011 12:22 AM
Congratulations, Mistee! Please send an email to princesshairstyles at gmail dot com with your shipping address. :)


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In January, Fresno tied with Huntington Beach for the city in California with the highest waste diversion rate. A decade ago Fresno could not meet the state's recycling requirements. In 2006, both cities had a 71 percent recycling rate, according to the California Integrated Waste Management Board's data. Fresno's goal is to reach a 75 percent recycling rate by 2012.
Fresno streamlined its curbside recycling program. In 2000, Fresno introduced large blue bins so residents could deposit all recyclables in them, instead of the small green bins that required recyclables to be separated. On September 20, 2005, Fresno City Council adopted a Mandatory Recycling Ordinance which requires all property owners in the city to have recycling services. The penalties for not complying are as high as $10,000 a day.
The city contracts with a private company, Sunset Waste Systems. The city pays a small fee to collect recyclables so the company can sort and sell them. However, Fresno receives a share of the profits.
Profits from recycling have dropped because people are buying fewer products due to the recession. Fewer purchases translate into less paper, plastic, and bottles to recycle. What does help the recycling programs of Fresno and other California cities is the state requirement to recycle at least 50 percent of waste.
Huntington Beach's waste company, Rainbow Disposal, thinks both its new and proposed recycling programs will help it survive the recession. In May 2007, the company launched a new program that provided separate bins for trash, yard waste, and recyclables. The company also started using an automated trash collecting system.
Ron Shenkman, chairman of Rainbow Disposal, said, "The separate recycling bins are certainly helping on the diversion end of it," Shenkman said. "We are noticing an improvement."
Rainbow Disposal's proposed program would upgrade machines so 1,200 more tons of waste could be sorted a day. The program would also include converting some of the waste into fuels, mulch, and renewable energy.
In Berkeley, California, one of the places where municipal curbside recycling began, has seen a decrease in profits from its recycling program. Last fall, Berkeley received about $200 per ton for recyclables. The city is proposing a 20 percent fee increase because dumping in landfills is not an option for two reasons: it is bad for the environment, and the high cost of dumping in California landfills makes recycling more cost efficient.
Half-way across the country, the spokesperson for Houston's solid waste department defends raising fees. "Sometimes the only way people become conscientious about what goes into their garbage can... Recycling is a supplemental service, but we realize that if we cut recycling, it will have an impact on us with the garbage. They work hand in hand," said Marina Coryat.
Experts think the recycling industry will weather the economic crisis. The website, Career Path, listed seven recession-resistant industries. The environmental sector made the third spot, with waste management included in the category.
Martin Bourque, executive director of the Ecology Center, Berkeley's contracted pickup service, said, "To throw them in a landfill or burn them in an incinerator is ridiculously wasteful. Eventually, there will be a demand for those materials. The market will rebound."
Bourque thinks the recycling industry will survive the recession because of its past decade of high profits. "It may take them a while to get through this economic downturn, but let's be real. These same businesses have been doing really well for the past decade."
Evan Edgar, a civil engineer and a regulatory advocate for the California Refuse Recycling Council, said "There is definitely a drop in trash and that is probably due to a bit more to the recession than it is to recycling. People aren't producing as much garbage because they're not buying as much."
Related Reading:
Unconsuming: Don't Just Recycle Old Stuff-- Give it a New Home
How Technology Is 'Cleaning Up' Entertainment


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LOS ANGELES—"Several"—or at least two—Los Angeles City Council members were "surprised... and angered" by the lawsuit filed December 8 by LA City Attorney Carmen Trutanich to prevent AIDS Healthcare Foundantion's (AHF) mandatory condom initiative from getting a place on the June 5 city ballot, according to news reports, so on December 13, Councilmembers Bill Rosendahl and Paul Koretz introduced a motion whose purpose is to quash the suit. According to search of the city Clerk's records, the motion passed.
"The filing of this litigation was unknown to members of the Council until after the posting of the agenda for today's meeting," Rosendahl and Koretz stated in their motion, even though AVN (and presumably other, more mainstream publications) wrote about the lawsuit on December 9.
Rosendahl and Koretz, both of whom have received campaign donations from AHF president Michael Weinstein, claimed in their motion that "Counsel for the California Occupational Health and Safety Agency has opined that the City can require the use of condoms in the adult film industry as a condition of the City's grant of a film permit." The pair appears to have been referring to a letter dated July 20, 2011 from James D. Clark, Staff Counsel to the California Division of Occupational Safety and Health (CalOSHA), which reads in part, "Conclusion: It is the Division's position that State law does not preempt such action [requiring condom use as a condition of receiving a filming permit] by the city because the City does not seek to enact an occupational health and safety standard but rather a public health standard applicable to any film activity (regardless of employment relationship) within the City Boundaries."
There's just one problem: Of course requiring that condoms (and possibly other "barrier protections" such as dental dams, goggle and face shields) is an "occupational health and safety standard," since by and large, the public plays no role in the creation of adult content, and no public outbreak of any sexually transmitted disease has ever been traced to the adult industry. But the most damning piece of evidence that CalOSHA regards this as an "occupational health and safety standard" is the fact that CalOSHA itself has held more than half a dozen public meetings over the past 18 months or so to discuss that exact issue: Condoms in porn.
So based on that absurd conclusion, Rosendahl and Koretz sought in their motion that "the Council act immediately to review this litigation prior to the Clerk issuing any opinion on the validity of this ballot measure"—and according to the City Clerk's website, they were successful.
It's important to state, however, that with 16 days having passed since AHF presented its petitions to the City Clerk for verification, the City Council has taken no steps as yet to simply enact the "condom clause" for adult film permits into law, as it has the power to do. And while it's unclear just how long the Council still has to take such action, in the absence of an affirmative vote on the issue, the initiative will appear on Los Angeles' June 5 ballot.


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Two seniors at Dakota Ridge High School have launched an enterprise designed to increase awareness of classmates who may be at risk of suicide.
Working with teacher Rachel Caliga in their entrepreneurship class, Andrew Arney and Bobby Lloyd McConnell have developed a business plan called "Operation Upstream," which includes products designed to prevent suicides.
"We thought Operation Upstream would be a perfect business," Arney said.
Early conversations between the Jeffco school district and its teachers union hint that a controversial pay-for-performance plan for teachers instituted by the ousted conservative school board majority might be partially rolled back.
A Jeffco judge's decision that teachers' sick-leave records are public information and not confidential personnel information was upheld in a Jan. 14 state Court of Appeals decision.
Judges Steve Bernard, Robert Hawthorne and Anthony Navarro upheld a 2015 decision against the Jefferson County Education Association, which sought to prevent the Jeffco school district from releasing the names of teachers who were absent from work during "sick-outs" at several schools in late 2014. More than one Jeffco resident had requested the information.
While Jeffco students outperformed state results at nearly every level of PARCC-developed English and math tests last spring, most results still fell short of newly implemented expectations, although a Jeffco testing expert cautioned that data may be somewhat skewed.
The Jeffco school board directed district staff to start paperwork to issue certificates of participation to fund the building of a new school and finish a later phase of an existing school, both in the northern part of the district.
In a unanimous vote last Thursday, the board decided to start the process to issue COPs to build a K-8 school in Arvada's Candelas neighborhood. The board voted 4-1 to do the same for long-planned additions to Sierra Elementary School in Arvada.
As holiday parties were in full swing at Blue Heron Elementary School last Thursday, youngsters were taking time to pack essential items for homeless students.
The entire school participated in the effort organized by sixth-grade teacher Kim Fognani, in which more than 8,000 products were collected in recent weeks.
Gathered around tables in the school library and gym, students placed bottles of shampoo, body wash, hairbrushes, lotions and other items in plastic containers.
Jeffco Virtual Academy's elementary-level program will close after the school year ends and be partially absorbed by Arvada-based Two Roads Charter School as a result of low enrollment, school district officials say.
For students in Chatfield High School's special-education classes, it's become a holiday tradition to cheer up our nation's soldiers.
The students once again gathered in the Chatfield High atrium on Friday to stuff 250 stockings with toiletries, homemade cards and other items to be sent to Fort Carson in Colorado Springs. From there, the stockings will go to GIs at home and overseas who won't be able to spend the holidays with family, said special-education teacher Sharon McManus.
An administrative judge has decided that one nonprofit group that contributed to efforts to recall three former Jeffco school board members violated state campaign finance law, and must pay a fine and disclose its donors.
An ethics watchdog group has called for state campaign finance reform in the wake of the release of contribution figures from the Jeffco school district's contentious recall election.
While any change to the Colorado Constitution, which specifies how elections are conducted, would require a statewide vote, Peg Perl, senior counsel for Colorado Ethics Watch, said Colorado legislators can take several steps to bring more transparency to local elections, including:
Copyright © 2016
Columbine Courier is your source for local news, sports, events, and information in South Jefferson County, Colo., and the surrounding area.


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What You Didn't See on Raw
The Shield beat The Wyatt Family in a dark match main event following Monday's Raw taping in London, England.
Summer Rae on Raw Fallout
A returning Summer Rae is featured in this week's episode of Raw Fallout. Click here to watch or enjoy in the video embedded below:


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Kiwaukee Sanchez Thomas
Position: DB
Height: 5-11 Weight: 192 lbs.
Born: June 19, 1977 in Warner Robins, GA
High School: Perry
College: Georgia Southern
Drafted by the Jacksonville Jaguars in the 5th round (159th overall) of the 2000 NFL Draft.
Weighted Career AV (100-95-...): 12 (6581st overall since 1950)
Sponsor this page for $5 and help Pro-Football-Reference.com provide this service. Your message will replace this ad.
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Educational Psychology : Windows on Classrooms (with MyEducationLab)
ISBN13:by Eggen, Paul D; Kauchak, Don P.
Pearson Prentice Hall
Questions About This Book?
What version or edition is this?
This is the 8th edition with a publication date of 1/1/2010.
What is included with this book?
- The Used copy of this book is not guaranteed to include any supplemental materials. Typically, only the book itself is included.
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Educational Psychology: Windows onClassrooms, Eighth Editionprovides future teachers with the practical and hands-on solutions they and their students urgently need. Long recognized as very applied and practical, Eggen and Kauchak'sEducational Psychology: Windows on Classrooms, eighth edition gives students exactly what they need to know in the intro to Ed Psych course. The authorrs"s hallmark cases remain, both in written and video format, to introduce real-world applications in a way that no other text can. Along with new guidelines for applying theory to practice, the eighth edition provides extensive coverage of diversity and illustrations of how to appropriately align instruction to individual needs.Educational Psychology: Windows on Classrooms once again truly fulfills the promise of its title, giving students a "window" on the classrooms in which they will someday teach.
Table of Contents
|Educational Psychology: Developing a Professional Knowledge Base
|The Learner
|The Development of Cognition and Language
|Personal, Social, and Emotional Development
|Learner Diversity
|Learners with Exceptionalities
|Behaviorism and Social Cognitive Theory
|Cognitive Views of Learning
|Constructing Knowledge
|Complex Cognitive Processes
|Classroom Processes
|Theories of Motivation
|Motivation in the Classroom
|Creating Productive Learning Environments: Classroom Management
|Creating Productive Learning Environments: Principles and Models of Instruction
|Assessing Classroom Learning
|Assessment Through Standardized Testing
|Feedback for "Check your Understanding"Questions
|Feedback for Preparing For Your Licensure Exam Questions
|Using This Text to Practice for the PraxisÖ
|Principles of Learning and Teaching Exam
|Table of Contents provided by Publisher. All Rights Reserved.


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Camera Positions
With the installation of the pen camera operators have a bit of a quandary. It is not possible to simultaneously provide a view of both the nest box where the chicks spend much of their time or the feeding area where the adults bring food and pass it through to the chicks. Providing a good view of one area means a poor (or non-existent) view of the other.
Unfortunately camera operators are simply not able to monitor the cam continually (as much as we like watching falcons). In an attempt to provide the best possible coverage of activity at the nest we are utilizing some of the camera's built-in features. The camera had been programmed so that when motion in detected in a section of the camera view ("a trigger" area) the camera can be instructed to move to a preset position. As these cameras were not designed with the flapping of wings in mind - calibrating the detection can be somewhat tricky. A number of things (including rapidly changing light levels) can "fool" the camera temporarily. There are a limited number of triggers and positions that can be programmed. We have selected those that provide the best overall chance of seeing what's happening. When a camera operator is logged in the view can be set manually.
While this solution does not work perfectly, it does allow for our viewers to see more of the action at the nest then otherwise possible.


text: So, I had over 100 gold coins and to save some space I turned them into a platinum coin. Then I found the goblin tinkerer and to let him move to his new apartment I went to kill the EOW a few times. This I did and then I went to buy stuff off him. I had 12 gold and I wanted to buy the rocket boots, the ruler, the workshop and the toolbelt. So, I went to the piggy bank and got out my preciousss platinum coin. I bought the items I wanted and sold the demonite ore that I had to make my money back up (4 stacks of demonite). On completing said transation I found I had just 27 gold left! The cost of the items was only 26 gold. I had 112 gold to start with (100 gold in the form a plat coin) AND I sold 4 stacks of demonite. So what happened to my lovely plat coin? It wasn't on the floor. I've exited the game and gone back in. But nada. No coin anywhere in my inventory (it was in the coins section). For a while I had the option to make 100 gold coins - BUT there was no plat coin in my inventory at all, I checked very carefully and after a few minutes that option went away. Anyone else experienced vanishing coins?.


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When a mom thought her teenage daughter was acting like a "spoiled brat" she took to social media to sell a pair of Katy Perry concert tickets that belonged to her daughter. To add insult to injury the mom also shamed her online by posting that her daughter was a "spoiled brat." Now this public shaming has gathered a flood of criticism for going too far, according to "Fox and Friends Weekend" on Sunday morning August 3.
A mom in North Dakota has had it with her 18-year-old daughter's behavior and she put up a pair of Katy Perry concert tickets that she paid $110 for, but was willing to take $90. The power of social network had those tickets sold in less than five minutes, but that same power will carry the mother's disparaging words about her daughter a long way for everyone to read, reports Opposing Views.
Cindy Bjerke didn't give her daughter's name, but since she only has one 18-year-old daughter, anyone in Fargo who knows the teen will recognize her mother. The name didn't make a bit of difference, people will know who the daughter is. Bjerke went to the Fargo Moorhead Online Garage Sale Facebook page where she said that her daughter is a "spoiled brat" and she "doesn't deserve these tickets."
Taking the tickets and keeping her daughter home from the Katy Perry concert was the mother's punishment for her daughter. While the mother never divulged what her daughter did to get this punishment, most parents would agree taking the tickets away is just fine when punishing your child. It is what came next that many had a problem with.
The mother has received massive criticism for posting the declaration that her daughter is a "spoiled brat." Doing this as a form of public shaming wasn't considered a good parenting skill by many people. Although the mother did get some kudos for everything she posted online, some even saw nothing wrong with calling her daughter a "spoiled brat," reports the New York Daily News.
The online debate is on even though this post has be taken down because the tickets are sold and all the fuss was taking away from the other items online for sale. "Fox and Friends Weekend" debated this subject and while many wrote in that publicly shaming her daughter was not good parenting, others thought the kids today get away with too much and found this post refreshing.
The Facebook post was only visible to about 17,000 members, as it was a closed group. That doesn't make a bit of difference today as the post has gone viral online and the morning news shows have also picked up this story. When all was said and done, while some thought the public shaming was just fine, most thought this was harsh for Bjerke to humiliate her daughter in public.
Bjerke has absolutely no regrets for outing her daughter's diva-like behaviors and calling her on them in public. She said she feels she is being bullied on how to parent her own child and felt that there were a lot of parents out there who felt the same way.
Kids have no mercy when it comes to taunting and teasing, so Bjerke's daughter is sure to get some blow back from this post. Will this private matter being outed in public accomplish anything? Why would anyone want to humiliate their own child like this?


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April 13, 2013
Berkley, Calif. -
The Arizona Wildcat men's tennis team dropped their sixth match of Pac-12 play with a 7-0 decision to the California Golden Bears. The Cats were unable to secure a win in both singles and doubles competition.
In doubles play, the Cats fell on courts one and three before calling the match on court two. First to finish was the team of Mario Urquidi and Matt Dunn on court three. The Arizona duo dropped an 8-1 decision to Gregory Bayane and Chase Melton. On court one, Fredrik Ask and Sumeet Shinde teamed up to take on the No. 31-ranked team of Campbell Johnson and Christoffer Konigsfeldt. Ask and Shinde earned five wins but were unable to clinch the match as the fell, 8-5.
In singles action, Shinde wrapped up first on court three. The sophomore from Pune, India fell, 6-2, 6-1, to Johnson. On court six, Naoki Takeda on court five. The freshman from Osoka, Japan dropped a 6-3, 6-3 decision to Mads Engsted. The match marked the fourth point for the Golden Bears and clinched the match in their favor.
On court four, Urquidi wrapped up next in his match against Bayane. Urquidi, a junior from El Paso, Texas, dropped the first set, 6-3, and forced a tiebreak in the second set. The two fought a close second set but Urquidi was edged, 7-6(4). Next to finish was Ask on court two. The junior from Oslo, Norway fought a close battle with Konigsfeldt, but dropped the match, 6-3, 7-5. Last to finish was Kieren Thompson on court one. Thompson dropped a close first set to No. 35-ranked Ben McLachlan, 7-5, but came back to clinch the second, 7-5. The court entered a super-tiebreaker where Thompson, a junior from Brisbane, Australia, fell, 10-6.
With the loss Arizona falls to 0-6 in Pac-12 play while California improves to 4-1.
The Cats will be back in action as they travel to Salt Lake City, Utah to take on the Utah Utes in their final regular season match.
Complete Results
No. 16 California, 7 def. Arizona, 0
Hellman Tennis Complex
April 13, 2013
1. No. 31 Johnson/Konigsfeldt (Cal) def. Ask/Shinde (UA), 8-5
2. Thompson/Takeda (UA) vs. No. 41 Engsted/B. McLachlan (Cal), 8-7 DNF
3. Bayane/Melton (Cal) def. Urquidi/Dunn (UA), 8-1
Order of Finish: 3, 1*
*Clinch doubles point
1. No. 35 Ben McLachlan (Cal) def. Mario Urquidi (UA), 6-3, 7-6(4)
5. Mads Engsted (Cal) def. Naoki Takeda (UA), 6-3, 6-3
6. Wyatt Houghton (Cal) def. Carlos Bermudez (UA), 6-4, 6-4
Order of Finish: 3, 6, 5*, 4, 2, 1
*Clinched match


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Studio 60 on the Sunset Strip Links News Archive
Back to Studio 60 on the Sunset Strip Links
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text:
by Stuart R. Cohn
Page 20
Florida courts have consistently noted that they will look to Delaware decisions for guidance when Florida's corporate statute or case law leaves questions unanswered. Indeed, as the above quotation indicates, this approach has also been adopted by some federal courts applying Florida corporate law.1 Although Delaware decisions have no precedential value in Florida, Delaware is the principal state to which Florida courts look for guidance in corporate law matters. A review of Florida decisions indicates that Delaware case law is more than mildly influential.
Delaware is unquestionably the principal judicial forum in this country on matters of corporate law. Delaware attempts to maintain its prominence by staffing both the Delaware Chancery Court and the Delaware Supreme Court with jurists who have significant corporate law backgrounds.2 Indeed, the number and quality of Delaware judicial decisions are major factors in attracting Fortune 500 corporations and other publicly traded companies to incorporate in Delaware.3 The breadth and volume of case law in Delaware give substantial assistance to corporate lawyers who provide counsel and advice to their clients.
Although Florida boasts one of the highest numbers of incorporations in the country,4 there are relatively few major state Supreme Court decisions on matters of corporate law. In the past 25 years, Florida's Supreme Court has ruled on only three principal corporate law matters.5 In recent years there have been efforts to establish "business" courts within the Florida judiciary, but to date those courts are scarce, and there is no judicial analog to the Delaware Court of Chancery.6 Moreover, as Florida attorneys are well aware, Florida courts do not tend to be staffed by practitioners experienced in corporate law. Given the relative paucity of precedent and the inexperience of many judges in the corporate law field, it is not surprising that Florida judges look to Delaware for persuasive guidance.7
Reasons for Caution
The prominence of Delaware courts should not, however, lead to an overly submissive attitude or one that gives undue influence to Delaware decisions. To be sure, relevant Delaware decisions should be carefully considered and, on occasion, can be substantially persuasive. Nevertheless, there are considerable differences between Florida and Delaware that ought to provide caution to Florida courts. Among those differences are the following:
Statutory Differences. Florida is a Model Business Corporation Act state; Delaware is not. There are more similarities between Florida's statute and the Model Business Corporation Act than between Florida's and Delaware's statutes. For example, Florida has adopted the model act provision, F.S. §607.0830, regarding a director's duty of care. Delaware has no statute on that subject. Delaware bases its duty of care standards entirely on judicial decisions. Other major areas of statutory difference include, inter alia, appraisal rights accorded to dissenting shareholders, the financial capacity of corporations to repurchase shares, shareholder voting rights regarding mergers and acquisitions, the capital concepts of par value, stated capital, and capital surplus, dividend provisions, promoter liability for pre-incorporation contracts, and shareholder rights to call special meetings. In interpreting many of our corporate provisions, Florida courts would be better guided by examining the Model Business Corporation Act commentaries, which contain extensive background and substantive discussion, and decisions from other model act states, than by examining Delaware case law.8
Corporate Size Differences. Many of the principal Delaware decisions deal with publicly held corporations. In contrast, Florida has relatively few publicly held companies incorporated in this state. Much of our corporate litigation involves small corporations with few shareholders. Delaware courts are accustomed to seeing large corporations with highly organized management and operational structures. Perhaps because of the propensity in Delaware for highly organized and technically managed corporations, Delaware courts have not shown any particular sensitivity to the rather informal manners by which small corporations are managed.9 Corporate attorneys in Florida are well aware of those informalities and that there may be justifiable instances where technical violations of statutory requirements by the several people who are both the shareholders and management of a closed corporation should be excused in the absence of harm to third parties.10
Philosophical Differences. Because of its acknowledged leadership in matters of corporate law, Delaware's legislature and courts are exceedingly careful in the drafting and interpretation of its corporate law. Delaware courts are not prone to wander far from statutory norms. Delaware's concern with maintaining its corporate law stature and attraction of Fortune 500 companies is illustrated by the recent comments of Leo Strine, vice chancellor of the Delaware Court of Chancery, when he stated that "the corporate law industry is as important, or more important, than any of those [i.e., business] industries. For a state of our size, the corporate franchise taxes and legal jobs that our corporate law advantage brings in are a substantial reason why Delaware is among the most prosperous of the 50 states."11 Although revenues from incorporation fees, document filings, and franchise taxes are important to every state, including Florida, Delaware's budgetary concerns create a particularly strong interest in assuring that its laws are attractive to our country's largest companies.
The pervasive Delaware attitude to maintain its status in corporate law, reflected by Vice Chancellor Strine's comments, suggests why Delaware courts might not be as open to arguments that stray from strict statutory interpretation or that seek to impose nonstatutory, equitable requirements. Thus, for example, Delaware courts have rejected the "de facto merger doctrine," a doctrine that allows courts to reformulate and redefine the substance of transactions based on perceived realities rather than statutory provisions;12 have rejected their once-adopted notion that a "legitimate business interest" must exist to validate minority squeeze-outs accomplished pursuant to statute,13 and have rejected shareholder claims that were not based upon statutorily authorized shareholder agreements.14 The point here is not to agree or disagree with these decisions. Rather, it is to note that Delaware courts appear to take a rather hard line with regard to claims that seek avoidance or modification of strict statutory provisions.15
Should Florida courts adopt a rather strict constructionist approach as in Delaware? Our courts do not need to operate under the same sense of constraint as may exist in Delaware. Indeed, there is evidence that our courts may be more open to equitable claims. In Tillis v. United Parts, Inc., 395 So. 2d 618 (Fla 5th DCA 1981), a board's decision to repurchase shares from a controlling shareholder was held to violate a concept of "equal opportunity" that should have been accorded to the minority shareholders.16 The repurchase was entirely within the corporation's statutory rights, yet the court found an equitable basis for its decision that denied the validity of the transaction and provided nonstatutory rights to the minority. If the court had looked principally toward Delaware law, a different decision might have resulted, a decision that upheld the transaction under statutory norms or perhaps, as the majority argued, the business judgment rule. This is not to say that one decision is better than the other, but rather to point out that seeking persuasive guidance in Delaware case law may prevent or undermine a fuller examination of issues.
Comparative Examples
Freeze-outs. Consider the case of a freeze-out of a minority shareholder. Suppose three founders have invested equal amounts and orally agreed that each will be a director; each will have a particular office; and each will receive a set annual salary. This informal arrangement works as intended for several years and the corporation prospers. However, after some period of time, two of the founders determine that the third should be removed. At the next annual meeting, the third founder is not elected as director, is removed from office, and consequently loses the salary payment. Is there any remedy available to this frozen-out shareholder? Delaware's clear answer is no. The shareholders had the opportunity to protect themselves by an agreement in writing pursuant to statute; they failed to do so; and a Delaware court will not come to the minority's rescue.17 Delaware case law appears to negate very strongly any judicial relief in the absence of a firm, written shareholder agreement.
There is no clear decision in Florida on a minority freeze-out situation. A Florida court might reach a similar conclusion as in Delaware, citing F.S. §607.0732 and the ability of shareholders to commit themselves to certain arrangements through a written, unanimous agreement.18 But an alternative argument exists, namely that F.S. §607.0732 validates written, unanimous agreements, but does not preclude a court of equity from enforcing an oral agreement clearly understood to be binding by the parties, does no harm to the corporation or minority shareholders, and has been followed for several years. If a Florida court looked principally to Delaware for persuasive guidance, it might not adequately consider cases that support an equitable resolution upholding a unanimous oral understanding among shareholders.19
Conflict of Interest Transactions. Consider the case of a corporation with five directors, three of whom own a piece of property that they are prepared to sell to the corporation. The two supposedly disinterested members of the board approve the transaction. A shareholder objects that the sales price is too high and unfair to the corporation. Although it is often considered that the burden of proof is on the interested party to prove the merits of a challenged transaction, Delaware courts will shift the burden of proof to the plaintiff shareholder where there has been "disinterested approval" of the transaction.20 Thus, even though only two of the five corporate directors approved the transaction, plaintiff shareholder will bear the burden of proving that the transaction was not fair.
Although the Florida conflict of interest statute, F.S. §607.0832, is substantially similar to Delaware's, neither statute expressly deals with the issue of burden of proof with regard to a challenged transaction. If in a case, such as the posed hypothetical, a Florida court decides that it will look to Delaware for persuasive authority, that court will be discounting the traditional notion of the burden of proof in conflict of interest transactions and rejecting case law from other states that have retained the burden on the interested parties.21 Perhaps the Delaware approach is appropriate, but it should not be taken without consideration of competing standards and the reasonable interpretation of Florida's statute.
Derivative Actions. When a shareholder files a derivative action, the corporation, as a principal party in interest, usually forms a special litigation committee to consider whether the proposed litigation serves the best interests of the corporation. If the litigation committee determines that the lawsuit lacks merit, or that any possible recovery is not sufficiently material to be worth the costs and time of litigation, the corporation will, based on the committee's report, file a motion to dismiss.
A principal question facing courts is whether the special litigation committee whose report has led to the motion to dismiss was composed of directors capable of making an objective judgment. This question is especially sensitive when, as is common, the derivative action has been brought against all of the directors of the corporation, some of whom serve on the special litigation committee. Can a defendant-director objectively consider the merits of the litigation? The answer in Delaware is that being a potential defendant does not in and of itself disqualify a director from serving on the litigation committee.22 Delaware's case law is consistent with the model act, which specifically provides that being named a defendant does not ipso facto preclude a director from serving on a litigation committee.23 However, Florida has not adopted this model act provision. F.S. §607.07401, unlike the model act, is silent as to qualification presumptions.
There are at least two Florida federal district court opinions that have expressed serious doubt that under Florida law defendant-directors are qualified to serve on a litigation committee.24 In both cases there were additional factors supporting the courts' decision regarding director disqualification. Thus, on the pure issue of whether defendant-directors are qualified to serve on a litigation committee, we have no definitive case law and a statute that is silent. There are substantial arguments that can be made against defendant-directors and their seeming lack of objectivity. In addition, Florida's nonadoption of the model act's qualification provision may influence Florida courts to restrict the role of defendant-directors. The point is that looking toward Delaware for guidance may unduly narrow a court's focus. It would be a mistake for a Florida court to consider Delaware as persuasive without examining other relevant decisions and concerns.
The Business Judgment Rule. Cases charging directors with breach of their fiduciary duty of care in Florida are frequently met with the defense of the business judgment rule, generally resulting in the dismissal of the litigation. The business judgment rule is, in fact, not a rule but an evidentiary presumption developed by courts to protect directors against shareholder litigants upset with corporate decisions.25 The business judgment rule has also been a mainstay of Delaware jurisprudence.
Although the business judgment rule has been recognized and applied in Florida and Delaware, there is a significant difference between Florida and Delaware law. Unlike Delaware, Florida has a statutory mandate regarding the director's duty of care, F.S. §607.0830. That mandate has three different elements, namely 1) good faith; 2) the care of an ordinarily prudent person in a like position; and 3) reasonable belief that the action is in the best interest of the corporation.26 Delaware has no statutory duty of care standards. Thus, Delaware courts that apply the business judgment rule to exonerate directors do not have any relevant statutory standards to be applied. On the contrary, a Florida court should not apply a presumptive rule of evidence without cognizance of Florida's statutory mandate. At a minimum, the Florida statute appears to require that a director meet three statutory elements before any application can be made of the business judgment rule. In other words, if the three statutory elements are met, which essentially means that the director has used reasonable care and diligence in reaching a decision determined to be in the best interests of the corporation, the business judgment rule will protect the director unless fraud, illegality, or conflict of interest is proven. This would be an appropriate application of both the statutory standards and the business judgment rule.
Corporate directors can on occasion make major mistakes, costing their corporations dearly.27 If those decisions were made in haste without adequate consideration, the business judgment rule should be of no benefit to directors whose judgment is challenged. But if such decisions were made in accordance with the statutory fiduciary standards set forth in Florida's corporate law, the business judgment rule should immunize the directors from lawsuit regardless of the economic results. In short, Florida's corporate law demands that courts look initially to our statutory standards. Delaware's corporate law does not have a similar demand. Florida courts have a greater statutory responsibility than Delaware courts and, thus, Delaware case law regarding a director's duty of care must be viewed with this understanding.
Appraisal Rights. A similar issue of statutory versus nonstatutory standards applies to appraisal rights and arose in Williams v. Stanford, 977 So. 2d 722 (Fla. 1st DCA 2008), in which the court was faced with interpreting Florida's statutory phrase "fraud or material misrepresentation" in F.S. §607.1302(4)(b) to determine whether a shareholder derivative action was barred by the exclusivity provisions of the appraisal statute.28 Noting that no Florida court had interpreted the "fraud or material misrepresentation" provision, the court observed that "As is often true, however, Delaware case law provides guidance to our construction of the statute."29 Turning to Delaware case law, the court cited several decisions in which shareholders avoided the exclusivity of the appraisal remedy by alleging acts of over-reaching or unfairness. Most notably (and fortuitously), the Williams court found a Delaware case, Berger v. Intelident Solutions, Inc., 911 A.2d 1164 (Del. Ch. 2006), involving a Florida corporation in which the Delaware court interpreted Florida's "fraud or material misrepresentation" provision to include an "entire-fairness analysis" similar to other Delaware decisions.30 The Williams court concluded that it was "inclined to align our interpretation with" the Berger decision and, thus, interpret fraud as "essentially synonymous with unfair dealing."31
However much one may agree in concept with the bottom line interpretation adopted by the Williams court, concern must be expressed at the manner in which that interpretation was reached. Unlike Florida, Delaware does not have a statutory exclusivity provision regarding appraisal rights. Delaware courts have developed common law exceptions to appraisal rights that are not constrained by any statutory exclusivity provision.32 Moreover, Delaware's case law exceptions to exclusivity are stated in terms broader than Florida's statutory provision. Nevertheless, despite this fundamental difference, it was Delaware's court-made doctrine that the Berger court applied in interpreting Florida law. Perhaps Florida's statutory reference to "fraud" can reasonably be interpreted to include unfair dealing or breach of fiduciary duty, but such an interpretation is not readily apparent from the literal words of the statute, nor should it be necessarily drawn from case law in jurisdictions that do not have similar standards.
If the Florida court had sought guidance from cases interpreting statutory provisions, it might have, for example, cited a Seventh Circuit Court of Appeals decision stating that "[t]he appraisal remedy cannot substitute for a suit for breach of fiduciary duty or other torts."33 On the other hand, the court's attention might have been brought to cases in which the term "fraud" was strictly interpreted in the deceitful, tort sense and that allegations that fundamentally involved valuation of plaintiff's shares, even though couched as fraud, were held to be resolvable through the appraisal process.34 The point is that the Florida court, faced with a question of statutory interpretation, might have been better served by examining case law in states with analogous statutes, rather than or at least in addition to Delaware, which has no statute. The interpretive result may or may not have been the same, but the process would have been closer to traditional notions of statutory interpretation.
Hostile Tender Offers. There is no field of corporate law in which Delaware decisions have greater dominance than the consideration of target management's fiduciary duties in light of potential or threatened hostile tender offers. With many of the major publicly held companies incorporated in Delaware, Delaware courts have been the battleground for much of the principal tender offer litigation. Dozens of major decisions have been announced by Delaware courts. Law students and corporate lawyers throughout the country astutely study Delaware case law. Some of Delaware's principal cases are simply known, like rock stars, by a single name, such as Unocal,35 Moran,36 and Revlon.37
Florida has not been the forum for major takeover litigation due to the relatively few publicly held companies incorporated in this state. However, as this state continues to expand commercially, and our corporate code remains an effective, modern statute, there will likely be a growing number of publicly traded companies that incorporate in and choose to remain Florida corporations. If litigation arises regarding a hostile takeover of a Florida corporation, there will be a strong tendency to look to Delaware case law for guidance. However, such a response would be inappropriate if the court did not first consider the import of Florida's corporate statute, which contains three provisions relative to hostile takeovers that were adopted during the heyday of the 1980s hostile tender offers: 1) F.S. §607.0624(2), which allows the discriminatory issuance of stock rights or options for the express purpose of allowing poison pills and other share rights to be allocated to target shareholders to the exclusion of hostile acquirers who own target's shares; 2) F.S. §607.0901, which sets forth conditions to back-end mergers by which an acquirer of less than all of target's shares squeezes out the remaining shareholders; and 3) F.S. §607.0902, perhaps the most powerful of the anti-takeover provisions, which denies voting power to acquirers unless approved by the remaining shareholders, thus, creating a strong incentive for a tender offer for all of target's shares.
Suppose that, in the face of a hostile tender offer, target management concludes that adoption of a poison pill is an appropriate defense because of the threat of an unfair back-end merger. The threat of such a back-end merger was a key factor supporting target management's defensive tactics in Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985). Florida law permits poison pills, but their unilateral adoption by the board of directors could well lead to shareholder challenge based on fiduciary grounds. Would a Florida court look to Unocal for guidance in determining whether target management's action was justifiable under fiduciary standards? Perhaps, but such guidance should not be pursued without first considering that Florida, unlike Delaware, has two specific statutory provisions (§§607.0901 and .0902) intended to protect against unfair back-end mergers. A serious interpretive question exists as to whether Florida courts should supplement or in any way modify statutory norms applicable to a perceived takeover abuse. In other words, although a poison pill might in some circumstances be legitimately adopted, is adoption appropriate when based on the potentiality of a transaction that is otherwise regulated? Delaware courts do not have to consider this issue, as there is no Delaware analog to the Florida statutory provisions. Thus, recourse to Delaware law should not be undertaken without careful analysis of the purpose and impact of Florida's corporate scheme.
As discussed above, significant differences exist between Florida and Delaware with regard to statutory provisions and the type of corporate law issues most likely to arise. Where substantial similarities exist, it may be entirely appropriate for Florida courts to seek guidance and be persuaded by Delaware judicial decisions. Nevertheless, there may be circumstances where this interpretive approach is inappropriate. As one Florida court perceptively noted, "While courts 'rely with confidence upon Delaware law to construe Florida corporate law,'...Florida courts are tasked with giving statutory language effect without resort to any canon of construction, if possible."38 However prominent Delaware may be in corporate law matters, Florida courts must be ever-mindful that legal and other differences exist between the two states that necessarily raise a cautionary flag to adoption of Delaware standards in our jurisdiction.
1 Florida courts are not alone in seeking persuasive guidance from Delaware cases. See, e.g., Mullen v. Academy Ins. Co., 705 F. 2d 971, 974 (8th Cir. 1983) ("Although New Jersey law governs the Pension Life acquisition, we discuss Delaware case law as well, because of Delaware's position as a leader in the field of corporate law. The courts of other states commonly look to Delaware law...for aid in fashioning rules of corporate law.").
2 A majority of both the Delaware Court of Chancery, where most corporate law cases are heard, and the Delaware Supreme Court consists of judges who have extensive corporate law experience. Biographies available at http://courts.delaware.gov/courts.
3 The 2007 Annual Report of the Delaware Department of State Division of Corporations reported that 61 percent of Fortune 500 companies and half of all U.S. companies traded on the New York Stock exchange and NASDAQ are incorporated in Delaware, available at http://corp.delaware.gov. Most public corporations did not begin as Delaware corporations, but became Delaware corporations through a merger or conversion process some time during their period of growth.
4 The Florida Division of Corporations reports a total of 925,608 for-profit corporations incorporated in Florida as of 2007. During 2007, 135,851 new Florida corporations were formed, compared to 35,700 reported in Delaware, available at http://www.sunbiz.org/corp_stat.html; http://corp.delaware.gov.
5 Corporate Express Office Products, Inc. v. Phillips, 847 So. 2d 406 (2003) (regarding the acquiring company's ability to enforce a covenant not to compete given to a merged or acquired company); Southern Bell Telephone & Telegraph Company v. Deason et al., 632 So. 2d 1377 (1994) (regarding the test for privileged communications between corporate employees and company counsel); and Dania Jai-Alai Palace, Inc. v. Sykes, 450 So. 2d 1114 (1984) (a piercing the corporate veil case).
6 The historical distinction that led to separate courts of law and courts of equity no longer exists in most states, including Florida, where matters of law and equity are determined within a single action and court. Delaware has maintained a distinct Court of Chancery to hear cases in equity. Nearly all major corporate law issues involve equitable principles, such as fiduciary duty. Thus, most corporate law cases in Delaware begin in the Delaware Court of Chancery.
7 There may be other factors in addition to the number and quality of Delaware decisions that motivate Florida courts to seek such guidance. One element could be a desire for uniformity in corporate standards, on the assumption that Delaware cases will be persuasive throughout the country. Uniformity, however, will be impossible to achieve given the differences between the MBCA and Delaware law. Indeed, uniformity is more likely to be achieved by consistency among model act states rather than resort to Delaware cases. A second element might be a desire to emulate Delaware in order to promote Florida's corporate law. However noble might be this sentiment, Florida courts should not lose sight of the important statutory and other differences between Delaware and Florida that would render imitation inappropriate.
8 Guidance from other model act jurisdictions in addition to Delaware was appropriately noted in Boettcher et al. v. IMC Mortgage Company, 871 So. 2d 1047, 1052 n. 5 (Fla. 2d D.C.A. 2007) in the following terms: "Florida's dissenters' rights statutes are based, in part, on the Revised Model Business Corporation Act (RMBCA), adopted by the American Bar Association in 1984....Therefore, we may look for guidance to cases from other jurisdictions that have adopted the provisions of the RMBCA in substantially the same form. We may also look to the law of Delaware for guidance because "[t]he Florida courts have relied upon Delaware corporate law to establish their own corporate doctrines."
A number of the cases in which Florida courts relied on Delaware law predate Florida's 1989 adoption of the MBCA. See, e.g., Davidson v. Ecological Science Corp., 266 So. 2d 71 (Fla. 3d D.C.A. 1972) (inspection of shareholder list); De La Rosa v. Tropical Sandwiches, Inc., 298 So. 2d 471 (Fla. 3d D.C.A. 1974) (liability for attorneys' fees regarding corporate notes); Naples Awning & Glass, Inc. v. Cirou, 358 So. 2d 211 (Fla. 2d D.C.A. 1978) (corporate note and mortgage invalid impairment of capital). Florida's pre-MBCA statute was rather atypical and our case law was sparse. In such circumstances, resorting to the extensive body of Delaware case law was quite understandable.
9 In Nixon v. Blackwell, 626 A.2d 1366 (Del. 1992), minority shareholders of a closely held Delaware corporation were admonished and denied relief on a claim of unfair discrimination, the court noting that the shareholders "could have bargained for protection" and the court "will not fashion an ad hoc ruling" for which the parties had not contracted. Nixon, 626 A.2d at 1380.
10 E.g., Galler v. Galler, 203 N.E.2d 577, 584 (Ill. 1964) ("...there has been a definite, albeit inarticulate, trend toward eventual judicial treatment of the close corporation as sui generis. Several shareholder-director agreements that technically 'violate' the letter of the Business Corporation Act have nevertheless been upheld in the light of the existing practical circumstances, i.e., no apparent public injury, the absence of a complaining minority interest, and no apparent prejudice to creditors.").
11 Leo E. Strine, Jr., The Role of Delaware in the American Corporate Governance System and Some Preliminary Musings on the Meltdown's Implications for Corporate Law, paper delivered at the Molengraaff Institute for Private Law, Utrecht University, Utrecht, The Netherlands, December 13, 2008, at 11 (draft on file with the author).
12 Hariton v. Arco Electronics, Inc., 188 A.2d 123 (Del. 1963) (rejecting de facto merger doctrine in favor of strict statutory interpretation).
13 Weinberger v. UOP, Inc., 457 A.2d 701 (Del. 1983), abolishing legitimate business purpose requirement established in Singer v. Magnavox Co., 380 A.2d 969 (Del. 1977).
14 Nixon v. Blackwell, 626 A.2d 1366 (Del. 1992).
15 This is not to say that Delaware courts are averse to reaching equitable decisions despite contrary statutory provisions. Schnell v. Chris-Craft Industries, Inc., 285 A.2d 437 (Del. 1971) is an oft-cited case in which the Delaware court held that technical compliance with statutes or bylaws does not supersede inequitable action. The facts in Schnell were fairly egregious, as the board used its power to amend the bylaws to thwart an insurgent effort to elect alternative directors. The bald retention of control was the sole purpose of the board's action and thus did not withstand judicial scrutiny.
16 Tillis v. United Parts, Inc., 395 So. 2d 618, 619 (Fla. 5th D.C.A. 1981).
17 Nixon v. Blackwell, 626 A.2d 1366 (Del. 1992).
18 Fla. Stat. §607.0732 permits shareholders of a corporation with 100 or fewer shareholders to enter into a unanimous, written agreement that will govern one or more corporate matters ordinarily left to determination by the board of directors, such as the appointment of officers, the determination of salaries, and the declaration of dividends.
19 E.g., Wilkes v. Springside Nursing Home, Inc., 353 N.E.2d 657, 663 (Mass. 1976) (upholding oral understanding among the founding shareholders because "the majority shareholders...have not shown a legitimate business purpose for severing Wilkes from the payroll of the corporation or refusing to reelect him as a salaried officer and director").
20 Fliegler v. Lawrence, 361 A.2d 218 (Del. 1976).
21 Cookies Food Products v. Lakes Warehouse, 430 N.W.2d 447 (Iowa 1988) (burden of proof as to transaction's fairness remains on interested parties regardless of formal approval).
22 Aronson v. Lewis, 473 A.2d 805 (Del. 1984) (threat of personal liability for approving a questioned transaction, standing alone, is insufficient to challenge the disinterestedness of directors).
23 Section 7.44 (c), Revised Model Business Corporation Act (2002) ("None of the following shall by itself cause a director to be considered not independent for purposes of this section:...(2) the naming of the director as a defendant in the derivative proceeding...."). The Fourth Revised Model Business Corporation Act (2008) retains a similar policy.
24 Kloha v. Duda et al., 220 F. Supp. 2d 1342 (M.D. Fla. 2002); Klein v. FPL Group, Inc., 2004 WL 302292 (S.D. Fla. 2004).
25 In re Southeast Banking Corp., 827 F. Supp. 742, 748 (S.D. Fla. 1993) ("Under the Business Judgment Rule, Florida will not find directors to have breached a duty, and legally will presume that directors acted properly and in good faith...in the absence of a showing of abuse of discretion, fraud, bad faith or illegality.").
26 Fla. Stat. §607.0830.
27 Examples that quickly come to mind are the exploding Pinto, the Edsel, and New Coke.
28 Fla. Stat. §607.1302(4)(b) provides that a shareholder may not challenge a completed transaction for which appraisal rights are available unless such corporate action "was procured as a result of fraud or material misrepresentation." The shareholder's complaint in the derivative action in Williams v. Stanford sounded in breach of fiduciary duty by the controlling shareholder.
29 Willams v. Stanford, 977 So. 2d 722, 727 (Fla. 1st D.C.A. 2008).
30 Berger v. Intelident Solutions, Inc., 911 A.2d 1164, 1171 (Del. Ch. 2006).
31 Willams v. Stanford, 977 So. 2d 722, 729 (Fla. 1st D.C.A. 2008).
32 A leading Delaware case, Weinberger v. UOP, Inc., 457 A.2d 701, 714 (Del. 1983)
(determined that appraisal is normally the exclusive remedy for shareholders challenging a merger for which appraisal rights are available except where "fraud, misrepresentation, self-dealing, deliberate waste of corporate assets, or gross and palpable overreaching are involved").
33 Kademian v. Ladish Company, 792 F.2d 614 at 630 (7th Cir. 1986) (interpreting the
phrase "fraud or illegality" in the Wisconsin statute). Breach of fiduciary duty was also upheld against a claim of exclusivity in Mullen v. Academy Ins. Co., 705 F.2d 971 (8th Cir. 1983) (interpreting New Jersey statute providing for exclusivity except for ultra vires, fraudulent or unlawful transactions). I have been unable to find to date a definitive case involving interpretation of the exact words in Florida's statute, "fraud or material misrepresentation."
34 Werner v. Alexander, 502 S.E.2d 897 (N.C. Ct. App. 1998).
35 Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985) (establishing basic standards of conduct for target management).
36 Moran v. Household International, Inc., 500 A.2d 1346 (Del. 1985) (confirming the validity of the poison pill as a defensive measure).
37 Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173 (Del. 1986) (establishing the "auctioneer" role of target directors when a takeover by one of a competing group of potential acquirers is inevitable).
38 Batur v. Signature Properties of Northwest Florida, Inc., 903 So. 2d 985, 994 n. 18 (Fla. 1st D.C.A. 2005) (involving the interpretation of Florida's derivative action statute).
Stuart R. Cohn is the John H. & Mary Lou Dasburg professor of law and associate dean for international studies at the Levin College of Law, University of Florida. He has served as chair of the Corporations & Securities Committee of the Business Law Section of The Florida Bar and is on the Business Law Section Executive Council. He and Stuart Ames are co-authors of Florida Business Laws Annotated (Thomson/West). Prof. Cohn holds law degrees from Oxford University and Yale Law School and practiced law in Chicago, Illinois, before joining the Florida faculty.
[Revised: 02-10-2012]