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I got asked to make a car cake that has lambo doors ( doors that open straight up ) and i was trying to figure out the best way to do that without them falling down or off .
I would think making them out of gum paste with a dowel in them to stick into the cake would work.
Thank you ..ill try that
You could use a sucker stick OR kabob stick OR even pipe royal icing 'barbs' on the 'door' instead of actually suing a dowel stick. If you can get the door rectangle thin enough there won't be much weight to hold.
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decided: January 22, 1980.
GABRIEL GALEF, AS TRUSTEE OF A TRUST CREATED FOR BENNETT G. GALEF, JR., PLAINTIFF-APPELLANT,v.J. A. ALEXANDER, C. B. MCCOY, G. M. METCALF, A. W. REYNOLDS, J. D. WRIGHT, C. R. ALLEN, R. F. BACHER, J. T. BROWN, R. D. DELAUER, R. F. METTLER, S. C. PACE, S. RAMO, H. A. SHEPARD, J. S. WEBB, O. CHANDLER AND TRW, INC., DEFENDANTS-APPELLEES .
Appeal from an order of the United States District Court for the Southern District of New York, Gerard L. Goettel, Judge, granting defendants-appellees' motion for summary judgment in a stockholder's derivative action. Reversed and remanded.
Before Van Graafeiland, Newman and Kearse, Circuit Judges.
This is an appeal from an order of the District Court for the Southern District of New York, Gerard L. Goettel, Judge, granting defendants' motion for summary judgment in a stockholder's derivative suit on behalf of TRW, Inc. ("TRW"), an Ohio corporation, raising claims under § 14(a) of the Securities and Exchange Act of 1934, 15 U.S.C. § 78n(a) (1976) ("1934 Act"), and under state law. The gravamen of the complaint is that defendant directors of TRW exceeded their authority under certain employee stock option plans by causing the granting of options in 1974 conditioned on the surrender of other options previously granted at higher exercise prices; that the proxy statements issued to secure approval of the stock option plans violated § 14(a) in that they failed to disclose the possibility of such conditional grants; and that subsequent proxy statements seeking the election of directors violated § 14(a) by failing to disclose that certain directors had personally benefited from the conditional grants.
A majority of TRW's board of directors, consisting of those directors who did not receive options, has determined that maintenance of this action would be contrary to the best interests of the corporation. The district court ruled that this determination was conclusive under the "business judgment" rule, and required dismissal of the action. We hold that appellant's claims under § 14(a) were not subject to dismissal under the business judgment rule, and that the dismissal of the state law claims under that rule must be reconsidered with reference to Ohio law. Accordingly, we reverse and remand for further proceedings.
The Plans and the Grants
In 1967 the stockholders of TRW approved an employee stock option plan which authorized the issuance and sale of 700,000 shares*fn1 of TRW stock. The options granted under the plan were intended to serve as a form of incentive compensation to officers and "key employees" of the company. The plan is administered by a Stock Option Committee (the "Committee"), which at all relevant times has consisted of four outside directors of TRW. Under the plan, the Committee may authorize the granting of options "upon such terms and conditions as it may determine,"*fn2 at exercise prices not lower than the fair market price of the stock at the time of the grant. Except in circumstances not present here, the plan does not provide that the exercise price of outstanding options may be reduced. The plan does not give the board of directors or the Committee authority to amend or modify any of its provisions.
By 1973, options had been granted covering all but 64,877 of the 700,000 shares authorized under the 1967 plan. In 1973 the stockholders approved a second stock option plan, authorizing the issuance and sale of 800,000 shares, which, in all material respects other than the number of shares, was identical to the 1967 plan.
Between 1971 and 1974 the market price of TRW stock declined substantially. The stock traded during 1971 and 1972 at varying levels between $30 and $40, but by December 31, 1973 the price had fallen to less than $18. Options that had been granted at earlier market prices consequently went "underwater" i. e., the exercise price was well above the current market price of the stock and these options were thus of little or no value to the employees who had received them. The directors apparently perceived this as a serious threat to employee morale because during the period of market price decline, the company's general earnings trend, in part due to the efforts of the optionees, had been positive. Thus, the purpose for which the options had been granted to provide incentive compensation was defeated.
In 1974 the Stock Option Committee therefore decided to replace the "underwater" options with new options carrying lower exercise prices. On May 1, 1974, employees holding options granted prior to December 31, 1972 were given new options, which by their terms would expire in 60 days unless options granted prior to 1973 covering an equivalent number of shares were surrendered for cancellation. The new options carried new "earn-out" provisions and did not give credit for employment prior to May 1, 1974 or for previous earn-out periods accumulated by an optionee in connection with the surrendered options.*fn3 As a result of these grants, old options covering 564,928 shares with exercise prices of $28.75-$37.625 were surrendered and were replaced by new options covering the same number of shares and exercisable at $18. The new grants covered 551,928 shares that were available under the 1973 plan and 13,000 shares that were available under the 1967 plan.
After May 1, the market price of TRW stock continued to decline. On October 1, 1974, the Committee issued new options covering 306,430 shares which were conditioned on the surrender of options that had been granted during 1973. The October grants covered shares then available under the 1967 plan, all, or nearly all, of which had become available as a result of the surrender of options pursuant to the May grants. The October options had an exercise price of $13.56, and replaced options that had been exercisable at prices ranging from $24.875 to $27.625.
As a result of the May and October 1974 grants, six officer-directors received new options covering 174,300 shares, or 20% of the total granted, exercisable at an aggregate price of $2,862,120, in exchange for the surrender of options to purchase the same number of shares at an aggregate price of $5,027,188.*fn4 In plaintiff's view the principal reason for the 1974 grants was to permit these six recipient-directors to profit unfairly from a temporary decline in the market price of TRW stock.
The Complaint
Plaintiff filed suit against all fifteen of TRW's directors on May 16, 1976, challenging the 1974 grants and various proxy statements issued before and after. Jurisdiction was predicated on § 27 of the 1934 Act*fn5 and on diversity of citizenship.*fn6 The complaint asserted principally that the grants were invalid because they were, in effect, unauthorized reductions in the exercise prices of existing options, and because the share limitation in the 1967 plan had been exceeded. It charged that the recipient-directors and the members of the Stock Option Committee had breached their fiduciary duties to the corporation, and that the other directors were responsible for having acquiesced in the invalid grants.
In addition, plaintiff charged that five proxy statements violated § 14(a) of the 1934 Act*fn7 and Rule 14a-9 promulgated thereunder*fn8 because of alleged nondisclosure of facts relating to the 1974 grants.*fn9 The 1967 and 1973 proxy statements urging stockholder approval of the 1967 and 1973 plans were attacked as false and misleading, principally on the ground that they did not disclose the possibility of conditional grants, such as those made in 1974, that could be used to reduce the exercise prices of outstanding options. The 1974 proxy statement for the annual meeting at which certain directors were elected was challenged on the ground that the board of directors had determined to implement the May conditional grants but failed to disclose that determination, with the result that certain directors were to receive more remuneration than was disclosed in the proxy statement.*fn10 Finally, the proxy statements for the 1975 and 1976 annual meetings at which directors were elected, although they listed the number of options and the average per-share option price for each director, were attacked for not disclosing that these options had replaced older, higher-priced options as a result of the 1974 grants.
In redress of his state law claims, plaintiff sought rescission of the 1974 grants and demanded that the defendant directors account for any losses to the corporation resulting from those grants. On his § 14(a) claims plaintiff demanded that the 1967 and 1973 plans be declared void, and that the elections of directors in 1974, 1975 and 1976, be set aside.
The Directors' Resolution Concerning Plaintiff's Suit
The directors of TRW received reports on plaintiff's lawsuit at their July 1976 and October 1976 meetings. They received a written memorandum of the background of the 1974 conditional grants and regrants from TRW's general counsel, who was a recipient of the 1974 grants. They instructed TRW's outside counsel to investigate the merits of the claim that the conditional grants and regrants were invalid, and obtained a reconfirmation of that firm's original opinion that the grants and regrants were valid.
On December 15, 1976, the board met with two additional independent law firms to discuss the action. Each of those firms gave its opinion that the 1974 grants were valid and that the TRW board could authorize counsel to seek dismissal of this suit. Following some discussion, the six directors who had received options under the 1974 grants were excused from the meeting. According to the defendants' affidavits, which were credited by the district court, the remaining nine directors concluded that the best interests of the company required dismissal of the action; they believed the 1974 option grants were valid, that the pursuit of the lawsuit would have a detrimental effect on the morale of key employees by creating uncertainty as to the validity of their options, and that if plaintiff succeeded in his quest to have the 1974 options cancelled, TRW would be injured by the demoralization of the key employees. Consequently, the nine directors voted to authorize counsel to seek dismissal of the action as contrary to the best interests of the corporation.
The Motions and Decision Below
Following this resolution by the nine TRW directors, but prior to its implementation, plaintiff sought discovery on the merits of his claims. On March 25, 1977, TRW and its directors moved for summary judgment under Fed.R.Civ.P. 56 dismissing the entire action, on the ground that the independent directors of the company had determined that it would not be in the company's best interests to pursue any of the claims asserted in the complaint, and moved for dismissal of the 1934 Act claims under Fed.R.Civ.P. 12(b)(6) for failure to state a claim upon which relief may be granted. They followed with a motion, which was granted, to limit discovery to issues of the good faith of the nine directors in their exercise of business judgment to seek dismissal.*fn11 There ensued ten months of discovery including depositions of eight of the nine directors,*fn12 and the TRW general counsel.
Following this discovery, the defendants renewed their motion for summary judgment and dismissal. In addition to complaining of a lack of discovery on the merits, plaintiff took the position that, for various reasons, none of the nine directors was independent: three had approved the 1974 grants as members of the Stock Option Committee; and plaintiff charged six directors with causing to be issued the 1967 and 1973 proxy statements, eight with causing to be issued the 1974 and 1975 proxy statements, and all nine with causing to be issued the 1976 proxy statement. All of the directors voting had been elected pursuant to the 1974, 1975 or 1976 proxy statements. Plaintiff suggested further that the directors could not be considered independent because they were defendants to the lawsuit.
After a hearing, the district court granted summary judgment on the basis of the business judgment rule. In its opinion, the district court focused principally on the state law claims. It declined to make findings as to the merits of these claims, but reasoned that a preliminary assessment of the merits would shed light on the question whether the directors had acted in good faith. The court proceeded to examine the state law claims at some length and concluded that they had little merit. The court found no evidence of fraud or conflict of interest on the part of the nine TRW directors, and rejected plaintiff's contention that a director is interested in a claim merely by virtue of having been made a defendant to the action. Hence the court found that a disinterested majority of TRW's board had acted independently and in good faith in voting to seek dismissal.
Turning to the § 14(a) claims, the court stated:
The plaintiff alleges additionally a number of proxy violations. The alleged violations which are of any substance are premised on the contention that the granting of the 1974 options was unauthorized or illegal. In light of the foregoing analysis (of the state law claims), which supports the defendants' claim that their actions were justified and reasonable with regard to the new option grants, a discussion of the alleged disclosure violations is unnecessary. It is sufficient to state that in light of the underlying merits of the plaintiff's allegations, a decision by a board of directors not to pursue such an action could be reasonable under objective standards.
The district court entered judgment dismissing the complaint, and this appeal followed.
The management of a corporation is normally entrusted to its board of directors. The directors have responsibility for such matters as setting the policies of the corporation, deciding what contracts the corporation will enter into, determining what compensation will be adequate, and deciding how, generally and specifically, it will seek to reach its goals. In carrying out these responsibilities, the directors are left solely to their own honest and unselfish judgment, and if they exercise that judgment without fraud and free of conflicts of interest, they are not second-guessed by the courts. The doctrine that bars judicial inquiry into actions of directors taken in good faith and in honest pursuit of the legitimate purposes of the corporation is called the "business judgment" doctrine. See, e. g., 3A Fletcher, Cyclopedia of the Law of Private Corporations, § 1039 (perm. ed.1975);*fn13 Auerbach v. Bennett, 47 N.Y.2d 619, 629, 419 N.Y.S.2d 920, 393 N.E.2d 994 (1979).
Among other business decisions, the directors have responsibility for determining whether or not to pursue causes of action available to the corporation. The recognition of this responsibility, and the application to it of the business judgment doctrine have led to the rule that in general a court should not entertain a derivative action where a disinterested majority of the board has determined, in the good faith exercise of its business judgment, that the suit is not in the best interests of the corporation. See United Copper Securities Co. v. Amalgamated Copper Co., 244 U.S. 261, 263-64, 37 S. Ct. 509, 510, 61 L. Ed. 1119 (1917):
Whether or not a corporation shall seek to enforce in the courts a cause of action for damages is, like other business questions ordinarily a matter of internal management, and is left to the discretion of the directors, in the absence of instruction by vote of the stockholders. Courts interfere seldom to control such discretion intra vires the corporation, except where the directors are guilty of misconduct equivalent to a breach of trust, or where they stand in a dual relation which prevents an unprejudiced exercise of judgment . . ..
The principle that disinterested directors may prevent pursuit of a claim of the corporation in a stockholder derivative action is itself referred to as the business judgment rule. It is this rule that is involved in the present action.
Directors may seek to invoke the business judgment rule to prevent pursuit of a claim in any of a great variety of circumstances, and the fundamental question is whether the particular claim in the circumstances given is one whose pursuit directors have the power to prevent. A preliminary question, however, is what body of law governs the issue of whether or not the power exists. As we will develop below, state law usually governs the existence of the power, Swanson v. Traer, 354 U.S. 114, 77 S. Ct. 1116, 1 L. Ed. 2d 1221 (1957); Burks v. Lasker, 441 U.S. 471, 99 S. Ct. 1831, 60 L. Ed. 2d 404 (1979), although the question whether the power may be exercised to bar pursuit of a particular claim will, in some circumstances, depend on whether the claim was created by state law or by federal law.
It does not appear to us that the district court considered the choice of law question or, perforce, that it analyzed the impact on that question of the policies underlying § 14(a) of the 1934 Act.
A. The State Law Claims
It is now well established that in an action brought in a federal district court on the basis of diversity of citizenship, questions of whether or not a stockholder may bring a derivative action are governed by state law. Swanson v. Traer, supra, 354 U.S. at 116, 77 S. Ct. at 1118:
As we stated in Smith v. Sperling, (354 U.S. 91, 77 S. Ct. 1112, 1 L. Ed. 2d 1205), since our decision in Erie R. Co. v. Tompkins, 304 U.S. 64 (58 S. Ct. 817, 82 L. Ed. 1188), the question whether in these diversity suits a stockholder may sue on behalf of his corporation is governed by local law.
In a diversity action the conflict of laws principles of the forum state, here New York, determine what laws govern the substantive question of the stockholder's right to sue. Klaxon Co. v. Stentor Elec. Mfg. Co., 313 U.S. 487, 61 S. Ct. 1020, 85 L. Ed. 1477 (1941); Hausman v. Buckley, 299 F.2d 696, 700-02 (2d Cir. 1962). It appears that the New York courts would look to the law of the state of incorporation in adjudicating a corporation's "internal affairs," including questions as to the relationship between the corporation's shareholders and its directors. See Hausman v. Buckley, supra, 299 F.2d at 702-06; Russian Reinsurance Co. v. Stoddard, 240 N.Y. 149, 154, 147 N.E. 703 (1925); Greenspun v. Lindley, 36 N.Y.2d 473, 478, 369 N.Y.S.2d 123, 330 N.E.2d 79 (1975) (dictum); Rottenberg v. Pfeiffer, 59 A.D.2d 756, 398 N.Y.S.2d 703 (2d Dep't 1977), motion for leave to appeal granted, 44 N.Y.2d 641, 405 N.Y.S.2d 1025, 376 N.E.2d 934 (1978); Newman v. Baldwin, 13 Misc.2d 897, 179 N.Y.S.2d 19, 13 Misc. 2d 898 (Sup.Ct.N.Y.Co.1958); cf. Diamond v. Oreamuno, 24 N.Y.2d 494, 503-04, 301 N.Y.S.2d 78, 248 N.E.2d 910 (1969). Since TRW is an Ohio corporation, Ohio law determines the effect of the business judgment resolution of the TRW directors on plaintiff's state law claims.*fn14
The district court in the present case approached the business judgment question from the standpoint of whether or not the nine TRW directors were "interested" in the state law claims attacking the validity of the conditional option grants and re-grants. The court found that the directors who authorized the motion to dismiss were not interested in those claims because they were not recipients of the grants. Since these nine had no financial stake in the options transactions underlying the suit, the court rejected contentions by the plaintiff that they were not sufficiently independent because they had been made defendants to the suit challenging the grants, or because some of them had approved the 1974 grants. The court stated:
Indeed, the business judgment rule would be meaningless if it were invalid any time the underlying transaction had been approved by the board, whose members were, as a consequence, named defendants. If that were the rule, any time board action was involved, simply by naming the company's directors as defendants, the business judgment rule would be rendered inoperable.
(A.858-A.859.) None of the authorities, however, compels this conclusion.
The question whether directors are "interested" in a claim has frequently arisen in the context of a determination of whether or not the plaintiff has complied with Fed.R.Civ.P. 23.1, and the district court relied in part on this class of cases. Rule 23.1 requires that a complaint in a derivative action allege with particularity the attempts the plaintiff has made to have the directors of the corporation bring the suit; if the plaintiff has not obtained the action desired from the directors, the complaint must detail the reasons for the plaintiff's failure to obtain such action or for his failure to make the attempt. Frequently, a plaintiff's effort to comply with Rule 23.1 will consist of allegations that the directors have refused to act or that it would have been futile to ask them to act, because they have an interest in the subject matter of the lawsuit. There are thus two groups of cases in which a court must make a preliminary evaluation of the directors' interest: those in which there has been no demand,*fn15 e. g., In re Kauffman Mutual Fund Actions, 479 F.2d 257 (1st Cir.), cert. denied, 414 U.S. 857, 94 S. Ct. 161, 38 L. Ed. 2d 107 (1973); Brooks v. American Export Industries, Inc., 68 F.R.D. 506 (S.D.N.Y.1975); and those in which there has been a demand that has been rejected, e. g., Bernstein v. Mediobanca Banca di Credito Finanziario-S.p.A., 69 F.R.D. 592 (S.D.N.Y.1974).
Cases of the first sort, i. e., those in which there has been no demand, do not answer the question presented here. Rule 23.1, which reflects the generally prevailing state law requirements that a demand be made on directors,*fn16 is essentially a requirement that a stockholder exhaust his intracorporate remedies before bringing a derivative action. If the court agrees with the stockholder's contention that a demand on directors would have been futile, it will deem the intracorporate remedies exhausted and will thus excuse the failure to make the demand. E. g., Cathedral Estates, Inc. v. Taft Realty Corp., 228 F.2d 85 (2d Cir. 1955); 3B J. Moore, Federal Practice P 23.1.19, at 23.1-83 to 23.1-90 (2d ed. 1979); 7A C. Wright & A. Miller, Federal Practice & Procedure, § 1831, at 378-81 (1972). If the court believes a demand would not necessarily have been futile, the stockholder is, at least temporarily, barred from proceeding with the suit. The decision as to whether a demand is excusable, however, does not necessarily answer the question presented here, of whether a resolution by directors to seek summary termination of the suit should be honored. If, on the one hand, it were determined that the directors were so interested that a demand on them would be futile, one would expect the applicable body of corporation law not to deem those directors disinterested for purposes of initiating a business judgment dismissal. But the converse is not necessarily true. A determination that directors are not so interested in the underlying transaction as to excuse demand on them does not mean that they are so disinterested as to enable them to eliminate the lawsuit. The rationale of the cases holding that demand must be made even if the directors have been or may be made defendants, is not that the directors can preclude suit despite being defendants, but rather that they might cause the corporation to pursue the suit despite being defendants. See In re Kauffman Mutual Fund Actions, supra, 479 F.2d at 265; Brooks v. American Export Industries, Inc., supra, 68 F.R.D. at 511; Comment, The Demand and Standing Requirements in Stockholder Derivative Actions, 44 U.Chi.L.Rev. 168, 178-79 (1976). Thus, in In re Kauffman Mutual Fund Actions, where certain directors were charged with having acquiesced, encouraged, cooperated, and assisted in the challenged practice, the majority opinion stated:
It does not follow . . . that a director who merely made an erroneous business judgment in connection with what was plainly a corporate act "will refuse to do (his) duty in behalf of the corporation if (he) were asked to do so."
479 F.2d at 265 (emphasis added). Similarly, in Brooks v. American Export Industries, in which all directors were made defendants, the court pointed out that because of the failure to make a demand, the directors in question had never been given "the opportunity" to sue. 68 F.R.D. at 511.
Cases of the second type, in which the plaintiff stockholder has made a demand on the directors which has been rejected, are structurally closer to the case at hand, because the business decision not to have the corporation's claim pursued has been made and is known, and the question is whether that decision will be treated as definitive. The answer to this question, however, varies according to the circumstances, and the test is generally stated to be whether the directors "stand in a dual relation which prevents an unprejudiced exercise of judgment." United Copper Securities Co. v. Amalgamated Copper Co., supra, 244 U.S. at 264, 37 S. Ct. at 510; see Ash v. International Business Machines, Inc., 353 F.2d 491, 493 (3d Cir. 1965), cert. denied, 384 U.S. 927, 86 S. Ct. 1446, 16 L. Ed. 2d 531 (1966); Gall v. Exxon Corp., 418 F. Supp. 508, 515 (S.D.N.Y.1976); Bernstein v. Mediobanca Banca di Credito Finanziario-S.p.A., supra, 69 F.R.D. at 596. All of the cases relied on by the district court, in which a stockholder demand has been refused and the refusal has been held dispositive, have arisen in circumstances different from those at bar. In each case, the court has indeed allowed directors to preclude pursuit of a corporate claim, but in each the directors who made such a determination were not alleged to have authorized or approved the challenged transaction, and they were not made defendants to the lawsuit.*fn17 We are not aware of any case that has determined that directors against whom a claim has been asserted and who have determined that the claim against them should not be pursued, do not "stand in a dual relation which prevents an unprejudiced exercise of judgment."*fn18 Indeed, the Eighth Circuit has opined, obiter, that "where the directors, themselves, are subject to personal liability in the action (they) cannot be expected to determine impartially whether it is warranted." Abbey v. Control Data Corp., 603 F.2d 724, 727 (8th Cir. 1979) (emphasis added), cert. denied, 444 U.S. 1017, 100 S. Ct. 670, 62 L. Ed. 2d 647 (1980), and one district court has termed it
inconceivable that directors who participated in and allegedly approved of the transaction under attack can be said to have exercised unbiased business judgment in declining suit based on that very transaction.
Nussbacher v. Chase Manhattan Bank, 444 F. Supp. 973, 977 (S.D.N.Y.1977).*fn19
Most important, none of these authorities discloses what the answer to the question confronting us would be under the laws of Ohio. It may be that under Ohio law a director's being sued merely on account of having authorized, without financial interest, the underlying transaction does not make him sufficiently "interested" to deprive him of the power to initiate a business judgment summary dismissal of the suit. But such a rule is hardly trumpeted by the three Ohio cases cited to us: Roderick v. Canton Hog Ranch Co., 46 Ohio App. 475, 189 N.E. 669 (1933); Cooper v. Central Alloy Steel Corp., 43 Ohio App. 455, 183 N.E. 439 (1931); Rice v. Wheeling Dollar Savings & Trust Co., 71 Ohio Abs. 205, 130 N.E.2d 442 (Ct.C.P.1954). In Rice v. Wheeling Dollar Savings & Trust Co., the court gave effect to a resolution opposing a lawsuit, passed by directors who were not alleged to have participated in the alleged wrongdoing and were not made parties to the lawsuit:
No member of this board was directly or indirectly a party to or in any way involved in any of the wrongs alleged by the plaintiffs. There is no showing that their decision was anything but the exercise of a considered and unbiased judgment.
130 N.E.2d at 448. Roderick v. Canton Hog Ranch Co., supra, held that demand on the directors who were not sued, and were charged with no wrongdoing, was not excused. Noting that the plaintiff had alleged mere "supine acquiescence" by the directors in the president's waste and mismanagement, the court stated as follows:
And, in view of the lack of averment that the board of directors have participated in the fraud charged against Quigley, and that they are not charged with any wrongdoing, and that they are not called upon to account, and that they would not be called upon to order the corporation to sue themselves, we hold that demand was not a futile and vain thing and that the means existed within the corporation itself to procure redress of the wrongs claimed . . .; and, there being such a remedy extant, equity must not intervene until such remedies are exhausted.
189 N.E. at 672 (emphasis added).
It might be inferred from the emphasized portion of the Roderick opinion that an Ohio court would deem it a futility to demand that directors have the corporation sue them, and consider a summary dismissal of a suit against them to be unavailable. Indeed, two years earlier the same panel had decided Cooper v. Central Alloy Steel Corp., supra, in which the complaint did in fact name individual directors as defendants after the directors had refused a demand to bring suit. In Cooper, the court chose not to dismiss summarily in deference to the directors' refusal, and instead considered the merits of the underlying controversy. 183 N.E. at 442. Nonetheless, after ruling for the defendants on the merits on the ground that they had "fully shown that the contract was fair and free of taint of fraud," the court suggested that the merits perhaps need not have been reached in order to dismiss plaintiff's claim:
(Testing) the facts in this case by the severest test, by casting on the defendants the burden of showing that the transactions were fair and free of taint of fraud, which we do not hold or find to be the rule in this state, we reach the opinion that the defendants have fully and completely refuted the charges made and overcome the burden perhaps unjustly imposed upon them by this court.
Id. at 445 (emphasis added).
We think it safe to say that the answer to the question presented in the case at bar is not clear from the cases cited to us on appeal. And we gather that Ohio law was not argued at all to the district court. The question of the availability of a business judgment summary dismissal to TRW's nine defendant directors is therefore remanded for reconsideration in the context of a more complete exploration of Ohio law.
B. The Section 14(a) Claims
Even if Ohio law had been found generally to permit directors who have been sued to initiate a business judgment summary dismissal of the suit against them, serious questions would persist with respect to the nine TRW directors' attempt to cause such a dismissal of the § 14(a) claims. When a federal statute has condemned conduct as unlawful, the legal consequences of that condemnation and the extent to which state law principles may affect the condemnation are questions of federal law, and the answers must be sought in the policies that underlie the federal statute. Sola Electric Co. v. Jefferson Electric Co., 317 U.S. 173, 176, 63 S. Ct. 172, 87 L. Ed. 165 (1942); Burks v. Lasker, supra, 441 U.S. at 476-77, 99 S. Ct. 1831.
In Burks v. Lasker, the Supreme Court considered whether five disinterested, non-defendant directors of an investment company could cause the business judgment dismissal of a derivative suit alleging breach of statutory and common law duties in connection with the purchase by the company of certain commercial paper which subsequently declined in value. The Court first held that the applicability vel non of the business judgment rule to the federal claims is itself a question of federal law, id. at 475-77, 99 S. Ct. 1831, although the precise content of the business judgment rule depends upon the powers that corporate directors are given, and "the first place one must look to determine the powers of corporate directors is in the relevant State's corporation law." Id. at 478, 99 S. Ct. at 1837, citing Santa Fe Industries, Inc. v. Green, 430 U.S. 462, 479, 97 S. Ct. 1292, 51 L. Ed. 2d 480 (1977), and Cort v. Ash, 422 U.S. 66, 84, 95 S. Ct. 2080, 45 L. Ed. 2d 26 (1975). The Court concluded that state law should be applied to the business judgment issue "unless the state laws permit action prohibited by the (federal statute), or unless "their application would be inconsistent with the federal policy underlying the cause of action.' " 441 U.S. at 479, 99 S. Ct. at 1837. And the Court admonished that "federal courts must be ever vigilant to insure that application of state law poses "no significant threat to any identifiable federal policy or interest . . .'." Id., 99 S. Ct. at 1838. Thus, in the present case a determination would be required as to whether an Ohio business judgment rule such as that hypothesized above would be inconsistent with the prohibition in § 14(a), and the regulations thereunder, against use of false, misleading or deceptive statements in the solicitation of proxies.
Most shareholders do not participate in the management of their corporation. Those who do not usually have little independent access to material facts relating to the business and operations of the corporation. As part owners of the corporation, however, they have a final say on important matters such as who becomes a director entrusted to manage the corporation, or whether a merger is to take place, or whether additional capital stock is to be authorized. If shareholders are to vote prudently on such matters, they must be given information that is adequate for them to reach a reasoned decision. Section 14(a) and the regulations promulgated thereunder are designed to secure such information for the shareholders and to ensure that no material facts are omitted. No one, neither the managers of the corporation nor those out of control who would like to direct its affairs, is permitted to make statements that tamper with the truth in soliciting a shareholder's proxy. In J. I. Case Co. v. Borak, 377 U.S. 426, 84 S. Ct. 1555, 12 L. Ed. 2d 423 (1964), the Supreme Court described the policies underlying the section as follows:
The purpose of § 14(a) is to prevent management or others from obtaining authorization for corporate action by means of deceptive or inadequate disclosure in proxy solicitation. The section stemmed from the congressional belief that "(f)air corporation suffrage is an important right that should attach to every equity security bought on a public exchange." H.R.Rep.No.1383, 73d Cong., 2d Sess., 13. It was intended to "control the conditions under which proxies may be solicited with a view to preventing the recurrence of abuses which . . . (had) frustrated the free exercise of the voting rights of stockholders." Id., at 14. "Too often proxies are solicited without explanation to the stockholder of the real nature of the questions for which authority to cast his vote is sought." S.Rep.No.792, 73d Cong., 2d Sess., 12. These broad remedial purposes are evidenced in the language of the section which makes it "unlawful for any person . . . to solicit or to permit the use of his name to solicit any proxy or consent or authorization in respect of any security . . . registered on any national securities exchange in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors." (Italics supplied.)
Id. at 431-32, 84 S. Ct. at 1559.
In Borak, the Court held that, in addition to the individual private right of action for violation of § 14(a) found to exist under § 27 of the 1934 Act, a derivative right of action must be inferred. The Court observed that in many instances derivative actions may be the only means of private redress for a violation of § 14(a), and reasoned that denying a derivative right of action would be tantamount to denying a type of enforcement that is essential to the accomplishment of the goals of § 14(a). 377 U.S. at 432, 84 S. Ct. 1555. Describing the fundamental character of a claim of proxy violation as "federal", and its importance as sometimes "overriding" that of otherwise applicable state law, the Court observed that "if the law of the State happened to attach no responsibility to the use of misleading proxy statements, the whole purpose of the section might be frustrated." Id. at 434-35, 84 S. Ct. at 1561.
The role of management in educating the stockholder sufficiently to allow him to cast an intelligent vote is unique. Those managing the corporation have the greatest access to relevant factual information. They have most clearly in mind the corporation's long-range plans. These factors and the directors' status as fiduciaries usually cause stockholders to give statements from management greater weight than they accord to the statements of corporate dissidents. Obviously the goal of § 14(a) that communications from management be accurate and complete as to all material facts is a vital one. Its achievement would quite clearly be frustrated if a director who was made a defendant in a derivative action for providing inadequate information in connection with a proxy solicitation were permitted to cause the dismissal of that action simply on the basis of his judgment that its pursuit was not in the best interests of the corporation. The very premises which give life to a derivative right of action to enforce § 14(a) must save it from a premature death. In short, we conclude that to the extent that a complaint states claims against directors under § 14(a) upon which relief may be granted, federal policy prevents the summary dismissal of those claims pursuant to the business judgment of those defendant directors.
The conclusion that well pleaded § 14(a) claims against directors are not subject to summary dismissal on the basis of their exercise of business judgment makes unnecessary further study of what powers Ohio law would grant with respect to the § 14(a) claims. To the extent that Ohio law would classify any director who is a defendant as "interested," and thus without power to initiate a business judgment dismissal of a derivative action, the business judgment rule would not be available to defeat a § 14(a) claim; to the extent that Ohio law would consider disinterested some defendant directors against whom claims were asserted, or to the extent that it would permit even interested directors to initiate a business judgment dismissal, Ohio law would yield to federal policy.*fn20
The holding in Burks v. Lasker, supra, does not require a different result. The five directors who exercised the business judgment in Burks "were "disinterested' within the meaning of the Investment Company Act," 441 U.S. at 474 n.4, 99 S. Ct. at 1835 n.4, and were not sued; the Court held that state law would govern the availability of a business judgment dismissal only if it eventually were determined that state law did not conflict with the federal statutory policy. The Court's conclusion that the policies of the Investment Company Act "hardly justify a flat rule that directors may never terminate nonfrivolous derivative actions involving co -directors," id. at 481-82, 99 S. Ct. at 1839 (emphasis added), does not imply that directors may terminate nonfrivolous derivative actions under § 14(a) against themselves.
In the present case, plaintiff alleges that the proxy regulations have been violated by the defendant directors in a number of ways. Although TRW and the directors moved to dismiss the § 14(a) claims under Rule 12(b)(6), as well as moving for summary judgment on the entire complaint, the district court did not reach this branch of their motion. While we do not consider here all of the assertions of proxy violations found in the complaint, we cannot conclude that all of plaintiff's § 14(a) claims are subject to dismissal under Rule 12(b) (6). For example, we cannot reject out of hand the possibility of plaintiff's establishing a claim based on the 1973 proxy statement's representation, in support of the proposed issuance of 800,000 new shares for options, that only 64,877 shares remained available for options under the 1967 plan. We tend to agree with the district court's view that a stockholder is concerned about the total number of shares that may be issued to dilute his interest rather than about the number of options that may be granted with respect to a constant total number of shares. However, a shareholder could have been influenced to vote authorization for the additional 800,000 shares for the 1973 plan on the premise that either (a) the options already granted but unexercised under the 1967 plan would probably never be exercised because they were underwater, and the 1967 unexercised options would therefore be an unlikely source of dilution, or (b) if the 1967 options were eventually exercised, the exercise price would be sufficiently high that the total dilution from those grants and the new grants to be authorized in 1973 would be worthwhile. If the directors, prior to the issuance of the 1973 proxy statement in support of the new 800,000-share plan, had already decided to retrieve options granted under the 1967 plan and regrant them at a later time at lower prices,*fn21 it would be possible to conclude that the bare representation in the proxy statement as to the actual number of shares then available for option under the 1967 plan was incomplete and misleading. We can envision a number of factual issues that may exist*fn22 but these issues do not make the pleading defective.
Nor can we reject on the basis of the pleadings plaintiff's attempt to void the elections of directors that occurred in 1974, 1975 and 1976 because of claimed violations of proxy regulation requirements with regard to disclosure of certain directors' remuneration resulting from the 1974 grants. Defendants argue that these claims do not meet the causation requirement of § 14(a), see, e. g., Mills v. Electric Auto-Lite Co., 396 U.S. 375, 385, 90 S. Ct. 616, 24 L. Ed. 2d 593 (1970), because the votes did not "cause" the 1974 conditional grants. But the injuries of which plaintiff complains in these claims are the elections themselves: he seeks to have the elections overturned on account of alleged nondisclosure of certain directors' remuneration. Since remuneration may be a matter of especial interest in the election of directors, and is indeed the subject of special regulations under § 14(a), see, e. g., note 9 supra, there appears to be alleged a sufficient causal link between the claimed nondisclosures in the proxy statements and the elections which the statements sought to influence. See Maldonado v. Flynn, supra; see also Weisberg v. Coastal States Gas Corp., 609 F.2d 650 (2d Cir. 1979). Again, the facts may belie the claim,*fn23 but the pleading appears to be adequate.
Our ruling that the well pleaded § 14(a) claims here are not subject to business judgment dismissal does not mean that a plaintiff may forestall an otherwise available business judgment dismissal of state law claims merely by asserting claims against the directors under § 14(a). If, for example, the directors voted to seek a business judgment dismissal of only the state law claims, leaving the federal claims to be adjudicated, and if the applicable state law deemed the directors to be sufficiently disinterested in the state law claims to initiate such a dismissal, partial summary judgment on this basis would be permissible. Alternatively, if the complaint failed to state a claim against the directors upon which relief could be granted under § 14(a), dismissal of the § 14(a) claims under Rule 12(b)(6) would be appropriate, and the state law claims, assuming the district court had diversity jurisdiction or chose to exercise pendent jurisdiction, would be subject to summary dismissal on the basis of the business judgment rule.*fn24 Or, if the § 14(a) claims defied Rule 12(b)(6) dismissal but were vulnerable to summary judgment on the merits under Rule 56, a business judgment dismissal of the state law claims could be appropriate after or contemporaneously with the summary judgment on the federal claims.
The propriety in the present case of a business judgment summary dismissal limited to the state law claims, assuming an Ohio rule allowing defendant directors to cause a summary dismissal, is beclouded by the viability of some § 14(a) claims and the scope of the nine directors' business judgment resolution. Although there may be a question as to the precise focus of the nine directors' business judgment deliberations, it is clear that their decision was to seek business judgment dismissal of the entire action rather than of just the state law claims. We are thus left with a question as to whether their seeking the dismissal of federal claims in which they were interested along with state law claims in which, by hypothesis, they were not interested may have tainted their judgment on the latter claims. On the other hand, their motion to dismiss the § 14(a) claims under Rule 12(b)(6) can be viewed as evincing a belief that there were no serious federal claims against them. The question whether a partial dismissal, limited to the state law claims, is permissible in these circumstances must be decided with reference to Ohio law.
We reverse and remand for proceedings not inconsistent with this opinion.
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In his book, What is a Healthy Church?, Mark Devers begins with a parable about a nose and a hand. The nose is one of the leaders in the church and the hand is one of the church members. The parable begins with a conversation between brother Nose and Mr. and Mrs. Hand. Mr. Hand and his wife are considering leaving the church because they don't fit in. They have tried to connect with the Sunday school class which was made up of people who only wanted to talk about feet, socks, and shoes. Mr. Hands also shared that he tried to join a leadership group, but all anyone wanted to talk about was seeing, talking, and smelling. So finally, the Hand's made a decision that it was better for them to simply leave to another church. Mrs. Hand joins the conversation and began to share her sentiments about leaving the church. She goes on to tell brother Nose her concerns, but brother Nose simply fades her out of his mind. After having irritated brother Nose's nose because of her unfavorable hand lotion, she finally finishes sharing her complaints. Brother Nose then says to both of them, "we will miss you, goodbye." As he walks away, brother Nose thinks to himself, "who needs hands anyway?"—Jim L. Wilson and Pete Ramirez
What is a healthy church?, , p. 9-11
There are many people in church who don't quite fit in. There are people in our churches who are looking to find others like them whom they can share their concerns and work alongside with; people just like them. Unfortunately, when people don't connect with the body of Christ, they simply leave discouraged, sad, and without having their needs met. What is sad is that many times church leaders like Mr. Nose have a poor attitude of how precious and important hands are to the church body.
1 Corinthians 12:18–21 (HCSB) "But now God has placed each one of the parts in one body just as He wanted. 19 And if they were all the same part, where would the body be? 20 Now there are many parts, yet one body. 21 So the eye cannot say to the hand, 'I don't need you!' Or again, the head can't say to the feet, 'I don't need you!'"


text:
A UK Independence Party (UKIP) MEP has told the European Parliament that the atrocities committed by the Islamic State were due to their literalist interpretation of the Quran – and that mass immigration from Muslim countries should cease. His comments come just days after the UK Parliament debated a petition to ban U.S. Presidential Candidate Donald Trump, ostensibly for his policy of a moratorium on Muslim immigration.
- DVult
Anyone who disagrees at this point is either an idiot, insane, working for the enemy or all three.
- BillyHW
So you mean anyone who has a vagina?
- DVult
Actually I am rather fond of vaginas with the exception of Dumbeau and Imbecile.
- Shebel
I once got sick with a fur ball .
- Justin St.Denis
Never french-kiss a cat! You don't have nine lives.
- BillyHW
But tell me honestly, wouldn't you be fonder of vaginas if they didn't have the legal right to vote?
- DVult
I couldn't be any fonder but would prefer they or most of them at least didn't vote. It would also be nice if they didn't talk so much especially in the morning.
- Ron MacDonald
Muslims unable to speak English after living in the UK for 5 years should be deported.
Muslims should be deported. Why split hairs.
Islamic theology is the problem. Anyone who claims to be a follower of Islamic theology is part of the problem.
- DVult
If they have a big beard, man or woman, they should be deported.


text:
3 Bedrooms Detached House - £140,000
Mynyddcerrig, Llanelli, Carmarthenshire, SA15
First listed on: 18th July 2016
Nearest stations: Llandybie (6.5 mi)Carmarthen (7.2 mi)Ammanford (7.2 mi)Pantyffynnon (7.3 mi)Kidwelly (7.8 mi)
Interested in this property? Call See phone number 0333 920 1295
Further Informations
Property Features
- double glazing
- central heating
- quiet spot
- Plentiful good quality fixtures and fittings included.
- Real slate roof
Property Description
Tenure: Freehold
HouseSimple is pleased to present this property in the hamlet of Mynyddcerrig, situated approximately equidistant from Llanelli and Carmarthen, with easy access to the A48/M4 via Porthyrhyd.
The house is approached along a private lane used by four properties, as well as
- 2 bedrooms upstairs and one single downstairs.
- Build completed around11 years ago - complying with 2004 Building Regs.
- Insulated cavity walls and loft. UPVC double glazed doors, windows, conservatory and rear porch.
- Oil fired central heating with exterior boiler, bunded oil tank and watchman.
- Professionally hard landscaped garden. Outside taps front and back; outside power sockets. Block paved parking for two cars, Raised borders and flower beds. No other land or lawn.
- Wheelchair access to the house and garden. PIR lighting to driveway, porches and in the garden. 2 sheds.
- Oak front door approached via craftsman built bespoke oak porch.
- Entrance Hall, stone tiled floor, underfloor heating. Cupboard (containing power point, light, stopcock for outside water tap) and shoe drawer under stairs. BROADBAND; corner cupboard with primary telephone point, power sockets and control switch for outside socket. Controls for burglar alarm. Thermostat for heating. Quality carpeted stairs to upper floor.
- Wheelchair accessible wet room with electric shower, WC, hand basin underfloor heating; heated towel rail.
- Downstairs livingroom/kitchen; Fantasia fan light, wall lights. Underfloor heating. Hand made 'Pinewood' fitted kitchen; 'Neff' oven and hob; extractor fan above; built in 1 1/2 bowl sink and drainer; 'Franke' mixer tap with pull-out spray. Stone tiled floor with under floor heating.
- Utility room with fitted sink, built in cupboards and shelves, fittings and space for washing machine and tumble dryer in cupboard. Stone tiled floor with under floor heating, cupboard with heating manifold. UPVC door leading to:-
- UPVC porch with access doors to front and rear. Electric lighting and electric 'frost beater' wall heater. Quarry tiled floor. Storage shelf.
- Useful sized UPVC conservatory (used as a dining and sitting room) opening roof vents and top lights; access via wide door from living room/kitchen, electric convector wall heaters; ceramic tiled floor. Power sockets. Electric ceiling fan/lighting. Direct level access with drainage to paved outdoor patio.
- Stairway to landing with LED ceiling lights, access to insulated and fully boarded loft via built in folding loft ladder. Lighting in loft.
- Master bedroom with carpet, radiator, built in dressing table and drawers, built in walk-in wardrobes, Ample power points, tv and telephone points. Dormer window to front aspect.
- Second bedroom with carpet, radiator, power points and built in cupboard. Ceiling light. Dormer window to front aspect.
- Bathroom with fully tiled walls and tiled floor with electric under-floor heating. Whirlpool bath with electric shower over; low level WC; sink unit. Shelved airing cupboard with light.
Miele Washing machine, Tumble drier and fridge freezer with ice maker available for negotiation if required.
Council Tax: Band C (£1198.00 Per Annum )Read more
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Disclaimer Property reference F52668D3D24A08_HSS49378. Details are provided and maintained by www.housesimple.co.uk. Nethouseprices.com makes no warranty as to the accuracy or completeness of aforementioned details.
Disclaimer Property reference F52668D3D24A08_HSS49378. Details are provided and maintained by www.housesimple.co.uk. Nethouseprices.com makes no warranty as to the accuracy or completeness of aforementioned details.


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- Description
DetailsDonco Silver Metal Twin Twin Bunk Bed 4511-3S
- Additional Information
Additional Information
SKU 15800186 MPN 4511-3S GTIN UPC 812614024774 Brand Donco Collection N/A Assemble Length N/A Assemble Width N/A Assemble Height N/A Assembly Required Yes Material Metal Finish Silver Bed Styles Bunk Bed Shipping Time 4-7 Days Free Shipping Yes
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text:
Course Code & Number:
Course Title:
Law of Contracts
Level of Course:
(3+0+0) 3 TEDU Credits, 5 ECTS Credits
Catalog Description:
Concept of obligation and types of obligations. Legal transaction and types. Contract and the general principles that govern the field of law of contracts. Contractual freedom and it's limits; Formation of a contract. Form and freedom of form. Agency. Fulfillment of obligations resulting from contracts, Default of the debtor and creditor, Discharge of obligations, Penalty clause, Condition. Several liability
Pre-requisites & Co-requisites:
Pre-requisites: NONE
Co-requisites: NONE
Student Workload:
Prepared By:
Erol H. Çakmak


text:
NEW YORK (AP) - Netflix's upcoming slate of original films will begin rolling out with Cary Fukunaga's "Beasts of No Nation" in October and Adam Sandler's "The Ridiculous Six" in December.
ATLANTIC CITY, N.J. (AP) - A hacker shut down four New Jersey Internet gambling sites for half an hour last week and threatened more cyberattacks over the holiday weekend unless a ransom was paid using the online currency Bitcoin, authorities said Tuesday.
WASHINGTON (AP) - The U.S. trade deficit widened slightly in May, reflecting declines in sales of American-made aircraft and machinery as exports continued to suffer from a strong dollar.
NEW YORK (AP) - With the start of New York's medical marijuana program still months away, patents and caregivers of children with neurological conditions gathered outside Gov. Andrew Cuomo's office to demand early access to the drug.
SACRAMENTO (AP) - Several California lawmakers and community assistance groups are calling on Gov. Jerry Brown to repay more than $331 million in funds intended to help homeowners struggling with foreclosures that the state siphoned off to help deal with its budget crisis.
SANTA ANA (AP) - The Orange County district attorney's office has formed a special committee to review its use of jailhouse informants following misconduct allegations that have sidetracked some criminal cases.
SAN DIEGO (AP) - A lawsuit filed by the University of California, San Diego, accuses a prominent Alzheimer's disease researcher of conspiring with eight colleagues to take research data and other assets with them when they moved from UCSD to the University of Southern California.
SEOUL, South Korea (AP) - Samsung Electronics Co. forecast lower-than-expected profit for the April-June quarter in a sign that the recovery in its smartphone division hasn't been as strong as expected.
NEW YORK (AP) - Three weeks after opening, Pixar's "Inside Out" has finally slayed the dinosaurs of "Jurassic World."
NEW YORK (AP) - A slew of global economic and geopolitical factors are working to pummel the price of oil and set up U.S. drivers for very low gasoline prices later this year.
BRISTOW, Okla. (AP) - Investigators were working Monday to identify a man who took more than $75,000 from an Oklahoma Wal-Mart after disguising himself as an armored truck driver.
NEW YORK (AP) - Starbucks is raising prices again starting Tuesday, with the increases ranging from 5 to 20 cents for most affected drinks, the company said.
LOUISVILLE, Ky. (AP) - Daria Raymore stared into the Ohio River, praying a shoe would float by, or a wallet, or some sign of the people she loved who were swallowed by the muddy, rushing water when their pontoon boat capsized.
HONOLULU (AP) - The U.S. government will pay $1.3 million to the family of a baby who died at a Hawaii military hospital, according to a settlement announced Monday in a medical malpractice lawsuit.
HONOLULU (AP) - Abnormally warm ocean temperatures are creating conditions that threaten to kill coral across the equatorial Pacific, north Pacific and western Atlantic oceans, the National Oceanic and Atmospheric Administration said Monday.
Page 129 of 694
BANGOR, Maine (AP) - A man charged with mailing cyanide to a suicidal man in England, leading to his death, has been found guilty by a ...
PORTLAND, Ore. (AP) - A Portland bakery is being accused of racism for selling an Oreo cupcake they named "Mr. President."
CLEARFIELD, Utah (AP) - A Utah man who was cleared Tuesday after being arrested two months earlier on accusations he a drugged a police officer's ...
GREENVILLE, N.C. (AP) - A state trooper shot and killed an armed man during a search for flood victims in a tense and dispirited North ...
LOS ANGELES (AP) - California is a state that both mints millionaires and relies heavily on taxing them to fund its education and provide basic state ...
WASHINGTON (AP) - Supreme Court Justice Ruth Bader Ginsburg has called the protests of football players who decline to stand for the national anthem "dumb and ...
WASHINGTON (AP) - House Speaker Paul Ryan, the nation's top elected Republican, effectively abandoned Donald Trump Monday, telling anxious fellow lawmakers he will not campaign ...
AMBRIDGE, Pa. (AP) - Donald Trump on Monday put the claim that Bill Clinton was a sexual predator whose wife attacked the victims at the center ...
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Note: Sample below may appear distorted but all corresponding word document files contain proper formattingExcerpt from Term Paper:
Shame in Context Of Literacy
Reading in a Second Language: Theory and Pedagogical Implications
An overview of proficient reading and its instruction
"Reading is something many of us take for granted" (Grabe, 2009). Being a basic reader, says Dr. Grover Whitehurst, is someone who can read a basic text that is age appropriate. The reader is able to understand the sentences and comprehend the material to a point where they are able to answer basic questions about the material. Furthermore, individuals who are deemed basic readers have enough fluency to get through the material in an allotted amount of time and then answer questions (Whitehurst, 2003). Taking a reader from this basic level and deeming them proficient means that a reader has more skills when it comes to the material and are able to make inferences about the subject matter or characters; essentially, proficient readers can understand the material at a deeper level than a basic reader can (Whitehurst, 2003). Being a proficient reader means more than just reading words on a page, it means that people can translate what they are reading and are able to transform the words on the page into a more rewarding experience where the words jump out of them and they are able to understand the text at a different level (Whitehurst, 2003). Reading competence is also described as another "fundamental construct" in reading comprehension by Kieko Koda (Koda, 2004). Reading competence falls under the larger concept of proficient reading as it also encompasses "linguistic knowledge, processing skills and cognitive abilities" (Koda, 2004).
To arrive at this point of proficiency, a reader must be appropriately instructed in how to get there. The National Institute of Literacy had a panel that provided analysis and discussion into areas of reading instruction that were the most vital to ensuring that a child became a good reader- among the areas included phonics, fluency, vocabulary, text comprehensive and phonemic awareness (Armbruster, Lehr, & Osborn). Phonemic awareness is the comprehending of the sounds of the spoken language work together to make words (Armbruster, Lehr, & Osborn). Phonics is a very important component in that it helps individuals learn the relationship between the letters in the text and the individual's sounds of text (Armbruster, Lehr, & Osborn). For someone to become a proficient reader they must understand the phonics of the words that are being read. Fluency is also imperative as it allows for a proficient reader to string together the words that are being read and form the ideas that are trying to be conveyed by the author. Fluency for a proficient reader allows the reading of the text quickly and with accuracy, which is important when trying to draw inferences and being able to comprehend the information and ultimately ask questions about it like a proficient reader would be asked or needed to do (Armbruster, Lehr, & Osborn). Vocabulary is also very important in instruction of helping a reader become proficient. Readers need to understand the topic and the vocabulary of something is imperative. If the reader does not understand what the word is trying to communicate, it becomes impossible for the reader to truly understand what is going on. "Language-focused learning" is also another important concept that is closely related to vocabulary (Nation, 2009). It "involves deliberate attention to language featured both in the context of meaning-focused input and meaning features both in the context of meaning-focused input and meaning focused output" (I.S.P Nation, 2009). An individual has to be truly comprehending the words and focusing on their meaning to understand the text. When instructing a reader, building their vocabulary is absolutely imperative and in reading instruction, it would be beneficial for teachers and other instructors to build the students or individual's vocabulary. Phonemic awareness, when examined through the lens of the Whitehurst interview and the assertions of the National Institute of Literacy panel, will likely help bring a basic reader to the next level as being able to the understand the relationship between the words will help bring the text to life, so to speak, and help the reader draw a more extensive information from it, like inferences. The last area identified by The Report of National Reading Panel includes that of text comprehension which allows for readers to be purposeful and active as they read. The purpose of the reading may be in a certain subject area or with a specific goal in mind, but there is a purpose to what individuals are reading that aids in their text comprehension. Also, being an active reader also aids in text comprehension because they are engaged and are thinking actively about what they are reading- reading the words on the page and not thinking about the deeper meaning can inhibit someone from being a proficient reader. Integrating the information that one reads is a requirement "to learn" and bringing information from multiple texts is a "long and complex" process but is necessary (Grabe, 2009). Being a proficient reader ultimately help in the process of learning, which does require skills to integrate what is being read, as Grabe point out.
When instructing a reader, it is important to take these different areas into account, by taking these and applying them to a reader it might be that they are able to go from being a basic reader to a more proficient one. Proficient reading is highly valuable and has a great impact on an individual's life, either from a young age to an older age. Instructions in phonics, fluency, and vocabulary, text comprehensive and phonemic awareness are the crux, asserts The Report of National Reading Panel, to ensure that individuals are instructed in proficient reading.
Reading Casualities
Though, there is the possibility of "reading causalities" which can negatively impact the ability for someone to become a proficient reader. Statistics show that about thirty-eight percent of students nationally have a difficult time learning how to read, and ninety-five percent of that thirty-eight percent, Dr. Reid Lyon asserts, have never been taught (Lyon, 2003). This instructional casualty falls under the broader concept of a reading casualty, as teachers may have not been able to successful instruct students on how to be a basic, let alone, a proficient reader. Teachers face troubles in teaching a child to learn how to read including: what it takes to teach a child, why are students facing some of the difficulties that they are and after that, how to make the situation better for the student and help them learn how to read. In addition to the instructional causality, there is also instructional confusion, which also falls into the category of a reading causality, which is essentially when a student is in the school system and there is instruction that is not fitting with the child or were the instructions is misleading (Lyon, 2003).
Shame in the context of reading
Having a reading casualty for a student, may lead to shame when reading in the classroom and beyond. When a student or an individual is unable to make out what is on the a page of text, that inability is a catalyst for feeling shame and ultimately, it interferes with the ability to comprehend the text because of the so-called "cognitive shock" (Nathanson, 2003). Nathanson has developed a theory, The Compass of Shame, which says that there are four behaviors that people exhibit when shame is the dominant emotion that is being felt- withdrawal, self-attack, avoid, or attacking others (Nathanson, 2003). Withdrawal allows people to withdraw from the situation that they are in, specifically in this one; it would be the shame of reading. The compass of shame theory also includes that of "self-attack" meaning that an individual might belittle themselves and make someone else feel more powerful, and the powerful person will take pity on them. This might be a useful mechanism when children experience shame when reading in a classroom perhaps. If they belittle themselves and say for instance 'I am so dumb, can you help me reading this' when getting help from another student, the student helping will feel powerful and help. The beauty in this behavior is that the student helping will feel powerful doing so and concentrate on that instead of concentrating on the student that does not have strong reading skills.
Furthermore, Nathanson also says that people exhibit avoidance when it comes to reading, meaning that students may simply avoid trying to read in class and pretend that they are doing something else or not making eye contact with the teacher that is choosing students to read out loud. Avoidance, Nathanson mentions, is a rather significant part of American culture (Nathanson, 2003). Finally, another important aspect of the theory that encompasses sham is that of attacking others. Individuals who struggle with reading may attack others in the classroom may threaten those that make fun of them; still they try to exude their power and preserve their self-respect by still being on top.
Shame and FL reading
Shame when reading can…[continue]
"Shame In Context Of Literacy Reading In" (2011, August 25) Retrieved December 8, 2016, from http://www.paperdue.com/essay/shame-in-context-of-literacy-reading-117538
"Shame In Context Of Literacy Reading In" 25 August 2011. Web.8 December. 2016. <http://www.paperdue.com/essay/shame-in-context-of-literacy-reading-117538>
"Shame In Context Of Literacy Reading In", 25 August 2011, Accessed.8 December. 2016, http://www.paperdue.com/essay/shame-in-context-of-literacy-reading-117538
Therefore, I would tell the patient that their symptoms should not be considered in isolation of their whole person. Websites that address symptoms only are not taking into account the wealth of factors that can influence the diagnosis of a specific disease. At the same time, patients have the right to know about alternative solutions other than those provided or suggested by the physician or health care organization. Sometimes insurance
CONTROLLING OUR EMOTIONS? EMOTIONAL LITERACY: MECHANISM FOR SOCIAL CONTROL? At the core of becoming an activist educator Is identifying the regimes of truth that govern us the ideas that govern how we think, act and feel as educators because it is within regimes of truth that inequity is produced and reproduced. (MacNaughton 2005, 20) Disorder, addictions, vulnerability and dysfunction...." Disorder, addictions, vulnerability and dysfunction...." These terns, according to Nolan (1998; Furedi 2003; cited by Ecclestone
Ghana Blunch and Verner (Determinants of Literacy) How does a country make progress? The answers seem to be obvious on paper - if difficult to effect in the world itself. Those of us who are citizens of the First World tend to believe that we understand what is required for a nation to "develop." But Blunch and Verner, in their study of literacy and numeracy skills in Ghana, demonstrate how complicated
God, and the Word was God. So reads the first verse of the book of John, just two in a handful of bible verses I was made to memorize and recite before I was able to read. These verses and the ones preceding and following them were read to me nightly -- and often in the mornings as well -- by my mother, grandmother and grandfather in our home
The shift toward standardized testing has failed to result in a meaningful reduction of high school dropout rates, and students with disabilities continue to be marginalized by the culture of testing in public education (Dynarski et al., 2008). With that said, the needs of students with specific educational challenges are diverse and complex, and the solutions to their needs are not revealed in the results of standardized testing (Crawford &
Theory Help You to Make Sense of Your Own Organization and the Management Practices in Your Organization? Too often, individuals get an idea stuck in their heads and they cannot dislodge it no matter how hard they try. In actuality though, most people who can only contrive a particular system for working, whether that be managing or running an organization, and there is no interest in change. I realize that
" T. he following illustration provides the characteristics of 'fully differentiated' and 'not differentiated' instruction in programs and classrooms. Differences in Programs and Classrooms that are Differentiated and those which are not Differentiated Source: Walker (nd) U.S. Department of Education Publication Therefore, differentiated instruction may take many forms and may utilize various instructional methods in differentiation of instruction and includes those listed in the table above under the heading 'Differentiated'. Flexibility is 'key'


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High Springs interim police chief to resign
Published: Monday, January 23, 2012 at 5:24 p.m.
Last Modified: Monday, January 23, 2012 at 5:24 p.m.
High Springs Interim Police Chief Bill Benck will resign.
Late Monday afternoon, Benck confirmed that he provided the city with two weeks' notice earlier that day. He declined to comment on his decision in further detail until Tuesday.
High Springs hired Benck as a lieutenant in December 2010. Prior to that, he had a long career with the Gainesville Police Department.
Benck has been acting chief since late August, when the contract of former Police Chief Jim Troiano was terminated in what then Interim City Manager Jenny Parham described as a budget-cutting decision.
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March 9, 2010
THE PEOPLE, ETC., RESPONDENT,v.JOHN MONTELEONE, APPELLANT.
Appeal by the defendant from a judgment of the Supreme Court, Queens County (Knopf, J.), rendered May 5, 2008, convicting him of assault in the second degree and criminal possession of a weapon in the fourth degree, upon a jury verdict, and imposing sentence.
This opinion is uncorrected and subject to revision before publication in the Official Reports.
PETER B. SKELOS, J.P., ANITA R. FLORIO, L. PRISCILLA HALL and LEONARD B. AUSTIN, JJ.
(Ind. No. 2686/04)
ORDERED that the judgment is affirmed.
The defendant's contention that he was deprived of a fair trial as a result of the prosecutor's misconduct on summation is without merit. Most of the challenged remarks were proper because they constituted either fair comment upon the evidence or a fair response to the defense summation (see People v Ashwal, 39 NY2d 105, 109-110; People v Nieves, 2 AD3d 539; People v Ivory, 307 AD2d 1000, 1001). With respect to the remaining challenged remarks, the trial court's instructions served to ameliorate any prejudicial effect that may have resulted (see People v Barnes, 80 NY2d 867; People v Galloway, 54 NY2d 396; People v Martinez, 58 AD3d 754, 756; People v Ivory, 307 AD2d at 1001; People v Harris, 84 AD2d 63, 104). Moreover, any error resulting from the challenged remarks, both individually and cumulatively, was harmless (see People v Crimmins, 36 NY2d 230, 241; People v White, 5 AD3d 511, 512; People v Ivory, 307 AD2d at 1001; see also People v Hollenquest, 48 AD3d 593, 593).
SKELOS, J.P., FLORIO, HALL and AUSTIN, JJ., concur.
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Doernbecher Patients Shave Local Police Officers' Heads in Fundraiser
04/04/00 Portland, Ore.
The Third Annual Crop-A-Cop Is Scheduled for April 5
Two Doernbecher patients will shave local police officers' heads during Doernbecher's Crop-A-Cop fundraising program. Three of the officers are women.
Wednesday, April 5, 10:30 a.m.
Supercuts at 82nd and Powell, Portland, Ore.
Police officers from Oregon and Southwest Washington will donate their time - and hair - to benefit children at Oregon Health Sciences University's Doernbecher Children's Hospital. The third annual Great Shave-Off is scheduled for Wednesday, April 5. The program raises money for Doernbecher through individual contributions to the Crop-A-Cop program. For every $500 raised, an officer will get his/her head shaved to support children with cancer who lose their hair after radiation and chemotherapy treatments. Three female officers are among the daring group that will be shaved.
Ten-year-old, stubbled-headed Mollie Hauck will be one of two Doernbecher patients to shave some of the officer's heads. Last August, she had her head shaved after receiving the first bone marrow transplant in the country to treat severe juvenile rheumatoid arthritis.
Last year the Crop-A-Cop program raised $70,000 and included 25 police departments. Program coordinator Shannon Gentemann says this year 30 departments are participating. "We've had such great luck with the police departments. They've all been really enthusiastic about helping the kids at Doernbecher," says Gentemann.
The program began three years ago, when Vancouver police officer Navin Sharma conceived the idea. That first year, $21,000 was raised through the participation of Portland and Vancouver police departments. The program has expanded to include other areas of Oregon and Southwest Washington.
The shaving will begin at 10:30 a.m. on Wednesday, April 5, at Supercuts on 82nd and Powell. The public is welcome. Crop-A-Cop is sponsored by John L. Scott Real Estate and Duraguard Products. Supercuts donates its time and staff to shave the heads of the officers.
If you wish to contribute to the Doernbecher Crop-A-Cop program, please call 503-294-7101 or 800-800-9583, or write Doernbecher Children's Hospital Foundation at 1121 S.W. Salmon Street, Suite 201 Portland, OR 97205.