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Please enjoy this arbitrary point in time that in a sociological sense we all agree to define and celebrate as the beginning of another sequence of 365 days. So, in this particular frivolous light, Happy New Year!
Friday, December 30, 2011
Happy New Year
How to Live a "Good" Life...
- Get a skill.
- Hang with people who don't put you down to bring themselves up.
- Don't get to low on bad days…keep breathing…function get through it.
- Don't get to high on great days…eventually you come back down.
- Appreciate what you have and don't worry excessively about what you don't have.
Sunday, July 3, 2011
The Declaration of Independence: An Informal Vernacular Annotation by David Sepe (7/4/10)
1. Nature has a Law to govern itself: REASON
2. Divine Right (Idea that one human can politically determine the outcome of another human life based on a belief that "God" chose them to rule over the many) was to be abolished.
3. Political Power is to be exercised with the "consent of the governed."
4. Freedom, Rights, and Opportunities need to be protected, in writing.
When in the course of human events, (THINGS HAPPEN IN LIFE…THINGS CHANGE…WHAT I WANT TODAY MAY NOT BE WHAT I WANT TOMORROW…) it becomes necessary for one people to dissolve the political bands which have connected them with another, (AND SOMETIMES PEOPLE NEED TO SPLIT APART OR MOVE AWAY FROM OTHERS) and to assume among the powers of the earth, the separate and equal station to which the laws of nature and of nature's God entitle them, (TO BECOME WHO THEY WANT TO BE AND NOT LIVE A LIFE UNDER THE CONTROL OF ANOTHER OPINION…MUCH LIKE A CHILD WILL ONE DAY BE EQUAL TO THEIR PARENTS IN THAT THE CHILD WILL GROW INTO A 40 YEAR OLD AND SHOULD HAVE THE OPPORTUNITY TO MAKE DECISIONS FOR THEIR OWN FAMILIES) a decent respect to the opinions of mankind requires that they should declare the causes which impel them to the separation (THE REASONABLE THING TO DO IS COME RIGHT OUT IN THE OPEN AND TELL THE OTHER ENTITY WHY THEY NEED TO CHANGE THE CURRENT ORDER OF THINGS).
We hold these truths to be self-evident: AN INSULT TO THE KING, INSINUATING THAT ESSENTIALLY, EVEN AN IDIOT KNOWS, SINCE IT'S SELF-EVIDENT,
That all men are created equal; (ALL MEN/HUMANS ARE EQUAL IN THE OPPORTUNITY TO DEVELOP INTO THE PERSON THEY WANT TO BECOME…THEY ARE NOT EQUAL IN OUTCOME…THIS THEORY IS FOUND IN NATURE, MUCH LIKE GRAVITY…WHEN YOU DROP A PEN OR AN APPLE FROM 3 FEET…THEY BOTH DROP TO THE GROUND AT THE SAME RATE…THE APPLE IS NOT GIVEN MORE OF AN ADVANTAGE DUE TO ITS GREATER SIZE) that they are endowed by their Creator with certain unalienable rights; (THAT SOURCE WHICH CREATED EXISTENCE PLACED WITHIN ALL HUMANS THE RIGHT TO OPPORTUNITIES) that among these are life, (THRIVE) liberty, (FREE TO CHOOSE THE OPPORTUNITIES THAT ALLOW FOR ONE TO THRIVE) and the pursuit of happiness (PROPERTY AND POSSESSIONS THAT ONE NEEDS TO THRIVE); that, to secure these rights (FREEDOMS AND OPPORTUNITIES), governments (LAW MAKING ENTITY…LAWS ARE MANMADE LIMITATIONS OF THE SCOPE OF A CITIZENS RIGHTS, FREEDOMS, AND OPPORTUNITES…LAWS ARE NOT FREEDOMS…FREEDOMS ARE FREEDOMS…OPPORTUNITIES ARE OPPORTUNITIES…FREEDOMS ARE FREEDOMS) are instituted among men, deriving their just powers from the consent of the governed (POWER TO CREATE A LAW, OR A LIMITATION OF A FREEDOM, COMES FROM THE PEOPLE WHO ARE BEING "GOVERNED" BY THAT LAW…THE POWER TO ELECT REPRESENTATIVES WHO BECOME LAW MAKERS RESTS IN THE HANDS OF THE ELECTORATE); that whenever any form of government (LAW MAKING ENTITY) becomes destructive of these ends (LAWS THAT LIMIT CITIZENS OPPORTUNITIES), it is the right of the people to alter or to abolish it, and to institute new government (LAW MAKING ENTITY), laying its foundation on such principles, and organizing its powers in such form, as to them shall seem most likely to effect their safety and happiness (WE GET THE GOVNERNMENT WE DESERVE). Prudence, indeed, will dictate that governments (LAW MAKING ENTITY) long established should not be changed for light and transient causes (i.e. RAISING OR LOWERING TAXES DUE TO SOUND MONETARY AND FISCAL POLICIES); and accordingly all experience hath shown that mankind are more disposed to suffer, while evils are sufferable than to right themselves by abolishing the forms to which they are accustomed. But when a long train of abuses and usurpations, pursuing invariably the same object, evinces a design to reduce them under absolute despotism, it is their right, it is their duty, to throw off such government (LAW MAKING ENTITY), and to provide new guards for their future security (WHEN GOVERNMENTS MAKE LAWS WHICH LIMIT FREEDOMS, RIGHTS, AND OPPORTUNITIES…IT'S UP TO THE PEOPLE TO ACT…WITHIN "LAWFUL" MEANS). Such has been the patient sufferance of these colonies (WE TRIED BEING "COOL" ABOUT IT, BUT THE KING, AN ABSOLUTE LAW MAKER, NEVER LISTENED TO US…AND NOW WE HAVE TO "GO OFF," DUE TO THE SIMPLE FACT THAT KING IS MAKING LAWS WHICH ARE RECKLESSLY AFFECTING OUR LIVES AND IF WE SIT AND DO NOTHING, OUR FREEDOMS WILL BE EXTINGUISHED); and such is now the necessity which constrains them to alter their former systems of government. The history of the present King of Great Britain is a history of repeated injuries and usurpations, all having in direct object the establishment of an absolute tyranny over these states (THE KING WON'T LISTEN TO US…HIS LAWMAKING PROCESS IS NOT "REASONABLE." ." IT'S NOT BASED ON "SCIENTIFIC OBSERVATIONS" OF HUMAN NATURE. THE KING KEEPS TALKING ABOUT "GOD" SAYING HE'S IN CHARGE, YET I PRAY TO THE SAME "GOD" AND "GOD" NEVER MENTIONED ANYTHING TO ME ABOUT THE KING BEING THE ABSOLUTE "BOSS OF ME."). To prove this, let facts be submitted to a candid world.
He has refused his Assent to Laws, the most wholesome and necessary for the public good.
He has forbidden his Governors to pass Laws of immediate and pressing importance, unless suspended in their operation till his Assent should be obtained; and when so suspended, he has utterly neglected to attend to them.
He has refused to pass other Laws for the accommodation of large districts of people, unless those people would relinquish the right of Representation in the Legislature, a right inestimable to them and formidable to tyrants only.
He has called together legislative bodies at places unusual, uncomfortable, and distant from the depository of their public Records, for the sole purpose of fatiguing them into compliance with his measures.
He has dissolved Representative Houses repeatedly, for opposing with manly firmness his invasions on the rights of the people.
He has refused for a long time, after such dissolutions, to cause others to be elected; whereby the Legislative powers, incapable of Annihilation, have returned to the People at large for their exercise; the State remaining in the mean time exposed to all the dangers of invasion from without, and convulsions within.
He has endeavored to prevent the population of these States; for that purpose obstructing the Laws for Naturalization of Foreigners; refusing to pass others to encourage their migrations hither, and raising the conditions of new Appropriations of Lands.
He has obstructed the Administration of Justice, by refusing his Assent to Laws for establishing Judiciary powers.
He has made Judges dependent on his Will alone, for the tenure of their offices, and the amount and payment of their salaries.
He has erected a multitude of New Offices, and sent hither swarms of Officers to harass our people, and eat out their substance.
He has kept among us, in times of peace, Standing Armies without the Consent of our legislatures.
He has affected to render the Military independent of and superior to the civil power.
He has combined with others to subject us to a jurisdiction foreign to our constitution, and unacknowledged by our laws; giving his Assent to their Acts of pretended Legislation:
For Quartering large bodies of armed troops among us:
For protecting them, by a mock Trial, from punishment for any Murders which they should commit on the Inhabitants of these States:
For cutting off our Trade with all parts of the world:
For imposing Taxes on us without our Consent:
For depriving us in many cases, of the benefits of Trial by Jury:
For transporting us beyond Seas to be tried for pretended offences
For abolishing the free System of English Laws in a neighboring Province, establishing therein an Arbitrary government, and enlarging its Boundaries so as to render it at once an example and fit instrument for introducing the same absolute rule into these Colonies:
For taking away our Charters, abolishing our most valuable Laws, and altering fundamentally the Forms of our Governments:
For suspending our own Legislatures, and declaring themselves invested with power to legislate for us in all cases whatsoever.
He has abdicated Government here, by declaring us out of his Protection and waging War against us.
He has plundered our seas, ravaged our Coasts, burnt our towns, and destroyed the lives of our people.
He is at this time transporting large Armies of foreign Mercenaries to complete the works of death, desolation and tyranny, already begun with circumstances of Cruelty & perfidy scarcely paralleled in the most barbarous ages, and totally unworthy the Head of a civilized nation.
He has constrained our fellow Citizens taken Captive on the high Seas to bear Arms against their Country, to become the executioners of their friends and Brethren, or to fall themselves by their Hands.
He has excited domestic insurrections amongst us, and has endeavored to bring on the inhabitants of our frontiers, the merciless Indian Savages, whose known rule of warfare, is an undistinguished destruction of all ages, sexes and conditions.
In every stage of these Oppressions We have Petitioned for Redress in the most humble terms (WE REALLY TRIED BEING COOL ABOUT THINGS): Our repeated Petitions have been answered only by repeated injury (EVERYTIME THE KING RESPONDED IN AN IRRATIONAL MANNER BY STATING HE DID NOT EVEN HAVE TO LISTEN TO OUR PROBLEMS). A Prince whose character is thus marked by every act which may define a Tyrant, is unfit to be the ruler of a free people. (GOD DID NOT BLINDLY GIVE TO ANY ONE PERSON THE POWER TO DETERMINE THE OPPORTUNITEIS OF OTHERS)
Nor have We been wanting in attentions to our British brethren. We have warned them from time to time of attempts by their legislature to extend an unwarrantable jurisdiction over us (YOU CAN'T MAKE THE LAWS FOR US IF WE DON'T HAVE REPRESENTATIVES HELPING TO MAKE THE LAWS) . We have reminded them of the circumstances of our emigration and settlement here. We have appealed to their native justice and magnanimity, and we have conjured them by the ties of our common kindred to disavow these usurpations, which, would inevitably interrupt our connections and correspondence. They too have been deaf to the voice of justice and of consanguinity. We must, therefore, acquiesce in the necessity, which denounces our Separation, and hold them, as we hold the rest of mankind, Enemies in War, in Peace Friends.
We, therefore, the Representatives of the united States of America (FIRST TIME THE "UNITED STATES OF AMERICA" WAS PUT IN PRINT, in General Congress, Assembled, appealing to the Supreme Judge of the world for the rectitude of our intentions, do, in the Name, and by Authority of the good People of these Colonies, solemnly publish and declare, That these United Colonies are, and of Right ought to be Free and Independent States; that they are Absolved from all Allegiance to the British Crown, and that all political connection between them and the State of Great Britain, is and ought to be totally dissolved (THAT'S IT…WE'RE BROKEN UP); and that as Free and Independent States, they have full Power to levy War, conclude Peace, contract Alliances, establish Commerce, and to do all other Acts and Things which Independent States may of right do. And for the support of this Declaration, with a firm reliance on the protection of divine Providence, we mutually pledge to each other our Lives, our Fortunes and our sacred Honor.
Monday, May 30, 2011
What is School?
One day I was once asked to answer these questions...
"Share your thoughts about the notion of schooling. Through the advent of the Internet, how has the notion of school changed? Consider the adaptations necessary for schools, teachers, and students. How do you imagine this will continue to change? After reflecting on these questions, write your own definition of "school."
A simple and superficial definition of "schooling" is that it is a process of developing a set of skills.
How has the Internet changed our notion of school? Well, the Internet has altered our senses as it relates to perceived limitations of various cognitive and physical functions in time and space, as it relates to the acquisition of data and information.
As an example, 20 years ago I would have had absolutely no clue as to how to find information about the basics of "militant Islam." I would assume that I would have had to get in my car and drive to various physical sites, where I would have to ask complete strangers in the hopes of finding someone that I could ask about "militant Islam."
So, time and space placed limitations on my abilities to acquire the information that I desired and deemed relevant to my specific needs.
Today, I would go to Google, Yahoo, or one of the multitudes of search engines, and type in "militant Islam" in the text field and select from a myriad of options. Time and space are no longer a hindrance to my desire to find and learn "data/information x" within a particular context.
As it relates to the question of how will schools, teachers, and students have to adapt, I find several interesting possibilities. However, even before discussing this cultural evolution, a more practical question to ask is "What's the purpose of school? What's worth learning" (Plato's Republic). However, I shall digress. At this point, I'll offer a simple definition simply for the sake of this particular exercise…
School: A "place" where one develops skills to help live a good life.
Obviously there are numerous debates to be had as it relates to what skills one should acquire and develop. Also, as a good Socratic would question, who gets to define the simple meaning of the word "good?" Does the state, the individual, or the family get to define this particular word? Again, for the sake of this exercise, I would take the Socratic view that "good" is "…all words and deeds which lead to the betterment of an individual and others around them, or at least does no harm." With all that having been said, let's look at the nature of the education establishment within our current society, as it relates to the question of how schools will "adapt," then make mention of the cultural evolution technology has wrought.
Since I would argue the perceived failings of the public school system is due to the backwards approach the education establishment has taken in its perceived importance to our society.
Again, of all the major professions within our society, the schools are always the most backwards and passive. In medicine, new research leads to new methods, which in turn lead to new expectations within our society. In law, new precedents lead to "new" or evolving societal expectations as it relates to reproductive rights, same-sex marriage, immigration status, etc. In the military, certain aspects of basic training are being revised due to the "new" or evolving fighting conditions within Iraq and Afghanistan. Again, this is leading to new expectations within our society of what a soldier, marine, airman, or seaman is.
However, in the United States public school system, there is this entrenched belief that the school system has all the answers and the students must submit or suffer according to what the school system believes should be important to society. In so doing, this leads to a disconnect at times, between the schools and the communities they are theoretically to serve.
In some communities "school" means different things. As an example, where I teach, my students are the sons and daughters, for the most part, of lower "middle-class" laborers. These are guys and girls who like auto shop, wood shop, and if we had it they would most likely excel at metal shop, electrical shop, and the other trades.
In fact, at our school we have a "construction team." Its teacher, has been recognized by the state of California as one of the most innovative teachers in the state. The team consists of over one hundred students, who actually go out in the community, on their own time, willingly, and construct various "public works" projects around the community. Projects such as doing home repairs for lower income homeowners, pouring concrete at a private construction site, and building wheel-chair access ramps to those who need it around the community are just a few of the projects. In fact, there was some "build a dollhouse" competition, god knows where, and one of "our" students spent 6 months designing it, constructing it, and finally displaying it. I mean this thing was 6 feet tall and about 10 feet wide, it had two stories, it had electrical, and it had furniture. This thing was "tricked out." He won first prize. He earned a $1,000 scholarship. Then someone purchased it from him for $2,500. He also failed my history class and two other "important" academic classes.
I talked to him about his plans for the future. He's going to work for his uncle's construction company. He figures he knows how to write his name, he knows not to stick his finger in the electrical outlets around his house or in public buildings, he knows to look both ways before crossing the street, he knows he's not allowed to rob banks or commit murder, he can read and write simple sentences, he can count up to a trillion if he had to, he can do simple addition, subtraction, multiplication, and division, and does daily in wood shop (yes, he failed Algebra II). Yet, he's been put on "academic probation" and threatened with being "kicked out" off the construction team if his grades don't improve. Amazing!
He said if that happens he'll drop out, get his GED, and go to work for his uncle.
The point of this is that for some the public schools are not working not because the teachers are bad (some are), the parents don't care (some don't), or the students don't care (some don't). The reason why there are issues within our society is that the school establishment doesn't get it. The schools are there to serve the society. Just as the law, medical, and military establishments are designed to serve society. The schools should not make demands of the market that the market does not wish to meet.
So, before we start addressing how "technology" will lead to the evolution of a "new and improved" school system, let's look at the issue of community relevance and the concept of the school reflecting and representing the needs of a particular community.
Now, how does the "technological" evolution of our society potentially impact our schools, future teachers, and students?
It's simple, as the iPhone and Rock Band generation grow up, they will become the future teachers. An understanding of how data is acquired and how information is harvested from that data will naturally evolve, and a new "paradigm" of "what school is" will emerge. Nonetheless, I would argue that 25 years from today, or 100 years from today, the basic underlying foundation of "what school is," will be similar.
School: A "place" where one develops skills to help live a good life.
Why Do Students Give Apples to Teachers?
Well, there is no true origin of "why students give apples to teachers." It's more of a mythology of an image which has perpetuated itself upon us over the past century. It's equal to images of the first Thanksgiving with perfectly clean Pilgrims and happy beaming "Indians" eating pies and sharing a peace-pipe. It's not to say that the Pilgrims and certain Indian tribes didn't get along, it's just that an image which was painted 400 years later becomes the iconic image for that particular event. The point being, no one knows for sure how the first "Thanksgiving" went, but right or wrong, that's the image most Americans have today. This perpetuated mythology also leads most Americans to believe that the wall carvings and art of ancient Egyptian have the Pharaohs "walking like Egyptians." There are no carvings or wall paintings having them "walking like Egyptians."
There are no records to indicate that students bringing apples to school teachers ever actually ever happened en masse. Again, it's not to say that it didn't happen. It's just not recorded that every student brought an apple to every teacher.
Now, I've heard others hold fast to a belief that it all came about in the 19th century when most of America was rural and that apples were given to teachers as a kind act in the light of a teacher's low wages. I've also heard that it was a way of a student to show a teacher their appreciation for their abilities by hoping that the gift of the apple would ward away sickness, thus insuring that the teacher would be in class and not absent due to illness. Lastly, there is a more cynical image of a student giving an apple to a teacher as a means of ingratiating themselves to the teacher in the hopes of a good grade.
In the present day when students or parents wish to show their appreciation for a teacher's efforts small tokens are usually presented in the form of $5-20 gift cards, homemade perishables or crafts, etc.
Today, the act of a student giving a teacher an apple has essentially become a parody of itself.
President Ronald Reagan
Well, for what it's worth…President Ronald Reagan worked for America at that point in time in which he was direly needed. He lowered taxes, the economy boomed...it seems that the individual knows more how to spend their money than the government does. Case in point, more "people of color (love that phrase)," moved up socio-economically than in any other previous decade since the Civil War. Also, Reagan's increased military-budget spending (based on increased tax revenue due to more people spending their money on various consumer goods that they wished to consume) led to R&D of something which will later be called "the Internet," not sure if that has helped society out (sarcasm intended). Reagan's increased military spending led to more aggressive advances in cellular technology, digital technology, as well as a host of medical advances from those "evil big phrama" companies. In this oversimplified explanation, this increased Reagan spending led to the Communist world spending money it did not have in an attempt to keep up on the "technology gap." Communism did not work due to it's failure to recognize human nature in the political and economic process. People do not wish to be equal in outcome, but equal in opportunity...Now was Reagan without his negatives...nope. However, society flourished as most boats raised economically as more people spent their money...
I'll leave you with this, President Obama want to spend 30 billion dollars to stimulate the economy...why not give back to the people, their contribution (taxes) to the state, I haven't run the numbers, but say each contributor gets $10,000. What would be the result? People buying what they wish...kitchen's getting remodeled, cars being purchased, bills being paid off (which in turn would lead to future spending), etc...We the people would stimulate the economy...not the government...let the people choose what and how much of product "x" is to be supplied to the market? Bottom line of Reagan...give the people back their money and let them spend it...and reap the tax revenue at the state and federal level...Yes, I endorse this diatribe...
Happy Birthday...
Please enjoy this arbitrary point in time, and the beginning of another sequence of 365 days, that in a sociological sense we all agree to define and celebrate as the stage in which the gestation phase of your existence, and through the grace of nature's design, was concluded. Consequently, due to many years of societal habituation, by way of peer-pressure, an array of ulterior-motives, or through the perceptive sense of true happiness or love, we choose to acknowledge the closing stages of your development within the reproductive female carbon-based host which led to the "birthing progression." A course of action which allowed for the myriad of chemical, light, and mechanical sensory functions which comprise your being to be placed within this present and sustainable living environment. So, in this particular frivolous light, Happy Birthday!


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TEMECULA -- Three people were arrested Thursday after police found drugs, a gun and stolen credit cards.
About 11:15 a.m., a Temecula police officer stopped to talk to a woman in the parking lot of a motel on Moreno Road. The woman was found to be on parole and officers questioned several other people in motel rooms and a car who were known to be on probation, said Sgt. Ken Southern.
During a search of the car, officers found a loaded semiautomatic handgun and ammunition concealed in the airbag compartment, the sergeant said.
They also found several credit cards on one of the people. Officers determined that the credit cards, which had been used at several Temecula businesses, and a briefcase had been stolen from the Pechanga Resort & Casino on Wednesday, Southern said.
Bianca Fernandez, 19, was arrested on suspicion of drug-related crimes and a probation violation; Randel Ruiz, 26, was arrested on suspicion of a weapons violation and two warrants, and Christopher Howard, 35, was arrested on suspicion of a drug-related offense and possession of stolen property, Southern said.

subset: commoncrawl


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"40 Years Later… 1 Year On" – llsb.com
This Sunday the Long Live Southbank crew are hosting it's one year anniversary with a community skate jam at the undercroft on the Southbank. The day kicks off at 11am and all are welcome. Throughout the day there will be demos and competitions plus a group photography installation on the walls which I'm taking part in. This is one not to miss folks.
Sunday is also the launch party for my new zine just over the river from 7pm at the Retro Bar. There will be beer, tunes, good times and of course everyone will be able to buy a copy. If you are coming make sure you RSVP.
LONDON, UNITED KINGDOM – 04.05.13. Save the Southbank Skate Jam on Saturday 4 May 2013 in London, England. The legendary skate spot is under threat as part of plans to refurbish the Festival Wing, home to the Queen Elizabeth Hall, the Purcell Room and the Hayward Gallery. (Photo by Marc Vallée/marcvallee.co.uk) (c) Marc Vallée, 2013. All rights reserved.


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5170 Fifteen Mile Road, Sterling Heights, MI 48310Request info Add to list
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Tickets go on sale Friday for a Tony Award winning musical that is scheduled at the Bell Auditorium in March.
Tickets for Fiddler on the Roof go on sale 10 a.m. Friday and range in price from $35-45 based on seating.
The performance is set for March 3. Augusta is the 11th stop on the cast's 2013 national tour.
About 2,000 tickets are available, said Katie Wells, the marketing director for Augusta Entertainment Complex.
Tickets can be purchased at the box office at James Brown Arena, online at www.georgialinatix.com or by calling (877) 4AUGTIX.


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Yes, I like red hair too, although children with this colour hair seem to get bullied at school for some strange reason!
I love a little redhead. Always wanted red hair. Thanks for sharing.


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|You are in: Business
Monday, 28 October, 2002, 21:07 GMT
Vivendi wins Cegetel bid breather
Media conglomerate Vivendi Universal has won precious time in its bid to gain control of the French telecoms group Cegetel.
A French court has granted Vivendi, which already owns 44% of Cegetel, an extra month to raise the funds necessary to make an offer for the smaller stakes held by BT Group and SBC.
Vivendi is trying to raise the cash to match a bid from the mobile phone giant Vodafone, which has offered 6bn euros (£3.8bn; $5.9bn) for the combined holdings of BT and SBC.
However, a number of investors are keen to see Vodafone not only win the minority holdings, but also buy out Vivendi's 44% stake.
This would provide Vivendi with much-needed cash to reduce its 20bn euros debt pile - a burden that recently triggered the sacking of chief executive Jean-Marie Messier.
Race against time
Cegetel owns the successful mobile-phone operator SFR, France's second-largest mobile phone group which both Vivendi and Vodafone are keen to add to their stable.
Vodafone hopes that its 6.1bn euros bid is enough to win BT's 26% stake and US group SBC's 15% in Cegetel.
At the very least, Vivendi will need to raise 4bn euros to buy out BT's stake.
The French court has now granted the troubled French conglomerate another 30 days to raise the necessary funds, meaning neither BT nor SBC can accept Vodafone's offer before 10 December.
Vivendi, under the leadership of new chief executive Jean Rene Fourtou, has already been busy selling off assets in a bid to reduce its enormous debt.
The debts were stacked up under former chief executive Jean-Marie Messier, who transformed the company from a water and sewage firm into a global media and environmental services group.
Last year, it sold its L'Express-L'Expansion magazine arm and it is currently in negotiations with private equity group Blackstone Group to sell its Houghton Miffler publishing business for 1.75bn euros.
Sensible move?
However, some investors are concerned that Vivendi will be over-stretching itself with the Cegetel purchase.
Vodafone has already offered 6.8bn euros for Vivendi's 44% stake in Cegetel and many shareholders think it should take the cash.
"The market wants them to take the money from Vodafone," said one analyst.
Vodafone said on Monday it would not comment on the court ruling until it had seen it in writing.
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Though NBC's "The Voice" and ABC's "Dancing With the Stars" both felt ratings declines last night, they both pushed their respective networks to a ratings tie for first place Tuesday night, with ABC taking the edge in total viewership, according to preliminary numbers.
ABC tied for first in the advertiser-coveted 18-49 demographic and grabbed the total viewership crown with an average 2.2 rating/6 share in the demo and 11.9 million total viewers. A truncated version of Monday's "Dancing With the Stars" at 8 posted a 1.8/6 in the demo with 9.5 million total viewers, while the "Dancing" results show the following hour dropped 13 percent in the demo from last week's season premiere, drawing a 2.7/7, with 15.4 million total viewers, making it the most-watched show of the night. At 10, "Body of Proof" performed flat with last week, taking a 2.0/5 in the demo and 10.8 million total viewers.
NBC shared first place in the demo and took third place in total viewers with an average 2.2/6 and 6.3 million. "The Biggest Loser" at 8 performed flat with last week in the demo, receiving a 2.0/6 with 6.3 million total viewers. "The Voice" results show the following hour slipped 22 percent from Monday's performance show, posting a 3.2/8 in the demo with 8.4 million total viewers. At 10, "Fashion Star" held steady versus last week, receiving a 1.5/4 in the demo and 4.1 million total viewers.
Fox came in third in the demo and fifth in total viewers with an average 1.6/5 and 3.6 million. "Raising Hope" at 8 inched up from last week for a 1.6/5 in the demo and 3.9 million total viewers. Following a "Raising Hope" repeat at 8:30, "New Girl" dipped 12 percent in the demo for a 2.3/6 and 4.6 million total viewers. "Breaking In" at 9:30 dropped slightly, receiving a 1.3/3 in the demo and 2.7 million total viewers.
Univision came in fourth in the demo and total viewers with an average 1.6/4 and 3.7 million. "Una Familia Con Suerte" at 8 drew a 1.5/5 in the demo and 3.6 million total viewers, while "Abismo de Pasion" the following hour posted a 1.6/4 in the demo and 3.8 million total viewers. "La Que No Podia Amar" at 10 also drew a 1.6/4 in the demo, with 3.7 million total viewers.
CBS, which ran repeats throughout the night, came in fifth in the demo and second in total viewers with an average 1.5/4 and 9 million.


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|For Immediate Release
|Judith Ingram
|March 28, 2013
|Julia Queen
|Christian Hilland
District Court Issues Opinion in FEC v. Craig for U.S. Senate
WASHINGTON – The United States District Court for the District of Columbia today issued its Memorandum Opinion and Order in FEC v. Craig for U.S. Senate et al. (Case 1:12-cv-00958-ABJ). The text of the Memorandum Opinion may be found here (http://www.fec.gov/law/litigation/craig_dc_memo_opinion.pdf) and the text of the Order may be found here (http://www.fec.gov/law/litigation/craig_dc_order.pdf ).
The Federal Election Commission (FEC) is an independent regulatory agency that administers and enforces federal campaign finance laws. The FEC has jurisdiction over the financing of campaigns for the U.S. House of Representatives, the U.S. Senate, the Presidency and the Vice Presidency. Established in 1975, the FEC is composed of six Commissioners who are nominated by the President and confirmed by the U.S. Senate.


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Sequim man charged with second-degree murder in Port Angeles birthday party shooting
Nathaniel Olson enters Clallam County Superior Court in Port Angeles on Wednesday. Keith Thorpe/Peninsula Daily News
By Jeremy Schwartz
Peninsula Daily News
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Nathaniel Darren Olson, 27, was charged Wednesday in Clallam County Superior Court in the death of Matthew R. Baker, 25.
Baker was found dead of a single gunshot wound to the chest at a home at 1523 Monroe Road at about 12:40 a.m. May 22.
Olson remained in the Clallam County jail Wednesday on $500,000 bail.
During Wednesday's hearing, John Black, Olson's attorney, asked Judge Christopher Melly to lower Olson's bail to $50,000 so Olson's family could afford to post bond.
Black said Olson is no risk to the community because he has no felony criminal record.
Olson's family would ensure that he returns to court if released, Black added.
"He's not a flight risk, your honor, because frankly, he's got a good job as a geoduck diver," Black said.
Black said the facts, as presented in the county Sheriff's Office's probable-cause statement, are far from clear-cut.
"This isn't a cut-and-dried case," Black said.
"We have a case that may very well be an accident."
County Prosecuting Attorney William Payne objected to lowering bail.
It's too early to say all the facts in the case have been put forward," Payne said.
"The investigation is ongoing, [and] facts are being developed."
Payne also said a charge like murder can affect how a person behaves.
"We don't know that [Olson] might not be a flight risk," he said.
Melly ultimately kept Olson's bail at $500,000.
Deputies called to the Monroe Road home said they found both Olson and Baker lying on the living room floor. Baker was on his back near the front door with a single gunshot wound to his chest.
Baker was pronounced dead by paramedics at the home.
Witnesses told deputies that Baker and Olson were alone in the living room.
Jason Holden — who was celebrating his birthday with his twin, Jeremy, at the house owned by his father — said he saw a black pistol next to Olson's leg after hearing a bang at about midnight.
"Jason asked Nathaniel what happened, and Nathaniel responded by saying, 'I shot him,'" Sheriff's Detective Brian Knutson wrote in his report on the incident.
Sgt. Randy Pieper with the Sheriff's Office found a .45-caliber Sig Sauer 191 model handgun on the dining room table on the second floor of the home.
The gun was not registered to anyone at the party, the Sheriff's Office has said, though another witness told deputies Olson had displayed the pistol earlier in the evening May 21.
Reporter Jeremy Schwartz can be reached at 360-452-2345, ext. 5074, or at firstname.lastname@example.com.
Last modified: May 28. 2014 6:42PM


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Wednesday, May 20, 2009
I make stuff
Just the other day I was thinking about why I make stuff. I was shocked to realize I've only been a stuff-maker for the past four years. Before that I was doing silly 20-something things with my friends, wandering around, dating jerks and feeling pretty empty. And before that, my artistic talents were never really encouraged. They weren't discouraged, more like left to their own devices.
The making of stuff came on gradually. I started dating Ian who is decidedly not a jerk. He gave me all the space I needed to figure out who I really was. And, it turns out, I'm a maker. I'm a doer. I'm a problem solver. I look at things and think: I can make that, I can fix that, I can turn that into something beautiful.
After four years of making things, I don't think I could ever not be a maker. This is who I am, this is how my brain works. There are infinite possibilities in life when you have the power to turn things into other things.
I make stuff because I get sad if I don't. I make stuff because there is no other path for me.
Why do you make stuff?
3 comments:
What a thoughtful, and thought provoking post!ReplyDelete
I make stuff because I grew up watching my mom do it. I loved the feeling of wearing a new dress she made just for me, or playing with a new doll she made me, or eating a Holly Hobby birthday cake that she spent hours making. I want Julian to have those memories of me too.
And I make stuff because it calms me down. I feel more peaceful when I'm creating. And it makes me feel like less of a consumer. Spending time in any shopping center makes me feel so gross, like a rat in a maze whose only purpose is to buy more and more and more. And making things helps me feel like I'm breaking that cycle.
Completely random, but what's your day job? Is your source of income something crafty, or is it a job that pays the bills, and you're crafty in your own time?
Allison, excellent response! I'd forgotten about the consumer aspect. I can't remember when I last bought something besides food, books or craft supplies. Oh wait, I just bought seasons 1 and 2 of The Tudors but that was a splurge that happens rarely...and I bought them online because I hate real stores.ReplyDelete
My day job consists of designing office spaces and coordinating moves into those spaces. Designing cubicles really isn't all that creative or difficult but I like what I do and it's certainly more creative than, say, hot dog seller or something. And I get to leave my work at work...the nights and weekends are all mine.
So, yes, I do my crafty stuff after 5pm. That's not to say that I do creative stuff every night...because some nights I read for hours (or watch a movie) and go to bed early. But the option is there if I want. Actually, with all the free time I have, I really should be more creative. I wonder why I'm not? I'm definitely envious of the women who finish a quilt every two weeks. I am sort of lazy, though...so maybe that's my problem. :)
Very well said!ReplyDelete


text: Roy Solomon, his wife Denise, their teenage daughter Jessica and their little son Ben move from Chicago to an old farm in North Dakota to rebuild their family, financially affected by the long unemployment of Roy and a car accident of Jessica that has brought serious problems to Ben. Roy plants sunflowers in the land and hires the stranger Burwell to help him until the harvest. When Jess sees ghosts and poltergeists in the house, her parents do not believe on her. She tries to prove that she is not insane or trying to call their attentions, and discovers the fate of the former owners.


text: If motherhood is the ultimate sisterhood — and if you've spent any time at all with our global community of moms, I think you'll agree it is — then we are definitely one big happy family of sisters at WhatToExpect.com. No matter what our differences — no matter where in the world we live, no matter what our cultural, religious, socio-economic, political profiles, we are united by a single bond: that sisterhood of motherhood. And who better than our sisters to support us, encourage us, cheer us on through life's most challenging and thrilling journey: bringing a baby into the world. That's why I am so honored to pay a very special tribute to some of our own — members of the WTE family who have gone above and beyond to help their fellow moms. Read on for their inspiring stories and find out why we've chosen them as our 2013 WTE Mom-to-Mom Award Winners. Big hugs to all the winners and all those who nominated them!


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Don't miss your chance to see Beyonce in Phoenix! Check out the schedule below for the concert date of your choice, then buy your Beyonce Phoenix tickets before they sell out!
Looking for Beyonce tickets in other cities? View all Beyonce tickets »
Sorry! We couldn't find any events for Beyonce in Phoenix.
If you were searching to see if Beyonce is coming to Phoenix, then you're in luck! For their latest tour, Beyonce will indeed hold a concert in Phoenix. Have an awesome concert experience when you go to see Beyonce in Phoenix. Get your Beyonce tickets Phoenix and join fellow fans for a concert to remember!


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A fun little explanation of what Net Neutrality is and what some ISPs are trying to do with it. More about Net Neutrality, the Open Internet and what you can do to save them at : http://bit.ly/1gKElru
Net neutrality and open internet is the principle that internet traffic should be treated equally. Its emphasis is on open internet, with all content being treated equally by ISPs.
The net neutrality debate is not a new thing. Proponents define net neutrality as a way to affix internet traffic on need, subjective basis. Contrarily, net neutrality is explained as an unbiased, objective and equal distribution of internet traffic on 'first-come-first-served' basis.
Regardless of what net neutrality means, there has been a great outcry after United States Federal Communications Commission began considering the elimination of the internet neutrality that we have known since the birth of the internet itself.


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Kindergarten registration will be Feb. 22 to March 1 this year.
Registration times are: Branchville, Feb. 22 and Feb. 25 (morning only); Barlow Mountain, Feb. 21 and Feb. 28 (afternoon only); Farmingville, Feb. 20 and Feb. 27 (afternoon only); Ridgebury, Feb. 28 and March 1 (morning only); Scotland, Feb. 26 and Feb. 27 (morning only); Veterans Park, Feb. 25 and Feb. 26 (afternoon only).
All children who reach the age of 5 on or before Jan 1, 2014, are eligible for kindergarten. Under state law the mandatory age for children to start school is 5. Parents who choose to exempt children from kindergarten may do so, but must meet with the local school principal and complete exemption papers.
New kindergartners must have a complete physical examination within one year of entry and proof of immunization.
Connecticut health forms come in the registration packets provided to parents by the elementary schools.
Parents should bring to their registration interviews:
- The child's original birth certificate or other legal proof of age.
- Proof of residency in Ridgefield, such as a deed or utility bill.
- Proof of immunizations, signed and stamped by a physician with specific dates (month, day, year), for polio (IPV or OPV), measles, mumps and rubella (MMR), Haemophilus influenzae type b (HIB), hepatitis B and diphtheria, tetanus and pertussis (DTaP) and chicken pox (Varivax). Any other pertinent health information should be provided on the Student Medical History form.
Elementary schools send packets to incoming kindergarten parents they know of, but parents of kindergarten-age children who haven't received packets should telephone their neighborhood school to make a registration appointment.
Kindergarten orientation will be in May.
The school phone numbers are: Barlow Mountain, 894-7700; Branchville, 544-7980; Farmingville, 431-2830; Ridgebury, 438-6555; Scotland, 438-6563; Veterans Park, 438-6571.
Ridgefield also offers preschool services for children with special education needs who will turn 3 during the coming school year. Call 203-431-2800, ext. 2020 for information.


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ESL Job Feed is the most eclectic and broad source of ESL jobs and teaching positions available worldwide.?ESL Job Feed publishes links to ESL Job postings from a variety of sources including TESall, Total ESL, Yahoo!/Monster, Guardian Jobs, Chronicle of Higher Education, craigslist, TESOL Org, TEFL and many more. From conversation schools for beginners to university positions for teaching veterans,?ESL Job Feed is your source for English teaching positions worldwide.
Online English Teacher Cape Town CBD
Date 2013-02-08 03:02:43 Location : Africa
Last Edited 04/02/2013
Address Sir Lowry Street, Cape Town 8001, South Africa
Job Type Contract
Would you like to get paid chatting to people around the world teaching them how to speak English?
By joining Pangea, you will host virtual English classes enriching peoples� lives by giving them opportunity to learn a new language.
Work is done from our Cape Town based offices and we are preferably looking for people to work night shifts, but we have flexible hours available as classes are conducted 24hours a day.
You will need to have completed a three year degree. Also you will need to be a fluent first English speaker as well as a South African citizen.
To join us and be part of the most state-of-the-art online business English learning course on the market, please attach your CV with a response to this advert with reference number FL 0204.


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E Camelback Rd, Phoenix, AZ - Turnkey office
Phoenix - Companies that require flexible commercial property in Phoenix will be suited to this building. Those who lease office space here can make use of some of the latest facilities. Call toll free and we'll get you a great deal on this Phoenix commercial property.
N Central Ave, Phoenix, AZ - Turnkey office
Phoenix - Firms that want move-in ready commercial property in Phoenix will be pleased with these offices. The office is fitted out with all the latest technology ready for you to use. To make an appointment to have a look round this office call our Phoenix representative now.
E Camelback Rd, Phoenix, AZ - Turnkey office
Phoenix - If you need low cost commercial property in Phoenix this excellent business center will be just great. Available within the building are a number of high spec facilities and amenities. For an instant quote on how much this Phoenix commercial property will cost to rent, give the team a call now, its free.
Request a brochure and pricing for this center.
Bull pens in Phoenix are really simple to lease and won't break the bank. Who leases this type of office? Businesses from every sector choose these offices and benefit from the great facilities they provide.
It is very rare that you won't find a center that offers cubicle space in Phoenix. This is the perfect solution for companies that need workers to be able to carry our their job with the maximum level of privacy. An excellent option for businesses looking for a way to allow workers to work in a peaceful atmosphere is to choose Phoenix cubicle space.
The market is awash with all sorts of different commercial real estate in Phoenix. This part of the state has both cheap commercial property as well as buildings at the higher end of the market. You can place your faith in us to get you the finest Phoenix commercial real estate.


text:
Whom do you consider to be supervisors at your company? It's a question you'll have to take a fresh look at in light of a new U.S. Supreme Court decision.
The Court upheld the National Labor Relations Board (NLRB) position that whoever claims a worker is a supervisor bears the burden of proof. If you claim workers are ineligible to be included in union bargaining units because they are supervisors, be prepared to back up that position. If the NLRB's general counsel tries to hold you liable for some actions because it says employees were acting on your behalf as supervisors, then he has the burden to prove it.
The justices, however, struck down the NLRB's decision that registered nurses at a mental health center weren't supervisors because they didn't exercise enough "independent judgment" in directing the work of less-skilled employees. The NLRB said they were using only "ordinary professional or technical judgment." (NLRB v. Kentucky River Community Care Inc., No. 99-1815)
The National Labor Relations Act defines a supervisor as someone who, in his employer's interest, uses independent judgment to exercise one of 12 functions: hire, transfer, suspend, lay off, recall, promote, discharge, assign, reward or discipline other employees, direct them or adjust their grievances, or effectively recommend such action.
The Court's majority noted that it's still ambiguous how much discretion is required to illustrate a worker's "independent judgment."
Related Articles...
- How to Fire an Employee the Legal Way: 6 Termination Guidelines
- NLRB: Pre-emptive firing to prevent employees from discussing pay and benefits is illegal
- 'Boys will be boys' won't excuse harassment
- Disability: It's never a joking matter
- Timing is everything: Note when you first tell employee about any adverse action


text: My quest for smaller jeans stars with my favorite pair of black jeans that got a mystery hole.I came to realize that I do need to lose no more than 10 or so pounds.The goal: a killer looking pair of black jeans at the mall with a belt from the accerios section of Wal Mart. Menu will be posted later today and I'm doing sit ups and crunches during the Q.E marthon as a work out.Watching Carson crack jokes makes the time fly Info: 24 y/o female not on a program.I'm involved with DBF and it'll be 2 years in August.I'm hoping to start tech school this fall in computers or web design and will be looking for a part time job this summer.My idea of fun: movies or karaoke with DBF and watching my dvds anyone know of good workout videos or dvds that will not make me crazy or bored? I'm game to try things like kickboxing or various kinds of dance


text:
Articles include:
1. Government Transparency Reforms Sweep the Nation,
2. Occupational Licensing: Serving the Public Interest or Special Interests?,
3. Privatization to Modernize Indiana's Welfare System, and
4. Federal Government Performance Reviews Continue.
Other articles include: Trends in Global Airport Privatization; States Betting on Lottery Privatization; World Bank Report Examines Water Privatization; Privatization Briefs; and Who, What, Where.
Focus on Government Reform
Privatization Watch Vol. 31, No. 4 - 2008
Attached Files
- Full Text, PDF, 430.1 KB


text:
Vanderbilt added a major piece to its 2014 recruiting class on Saturday with the commitment of Stone Mountain (Ga.) running back Dallas Rivers.
Premium Content
Subscribe today to read the full article and get everything Rivals has to offer.
- Member-only message boards
- Exclusive highlights and recruiting interviews
- Exclusive coverage of Rivals Camp Series
- Breaking recruiting news


text:
Decoding Your Destiny
Keys to Humanity's Spiritual
Tanis Helliwell
Decoding Your Destiny: Keys to Humanity's Spiritual Transformation
by Tanis Helliwell
Published by Wayshower Enterprises at Smashwords
Copyright © Tanis Helliwell 2011
All rights reserved. Reproduction or utilization of this work in any form, by any means now known or hereinafter invented, including, but not limited to, xerography, photocopying and recording, any electronic or mechanical means, and in any known storage and retrieval system, is forbidden without permission from the copyright holder.
Book design by Janet Rouss, cover illustration by Anne Heng
Digital edition produced by Maureen Cutajar, www.gopublished.com
Smashwords Edition, License Notes
This ebook is licensed for your personal enjoyment only. This ebook may not be re-sold or given away to other people. If you would like to share this book with another person, please purchase an additional copy for each recipient. If you're reading this book and did not purchase it, or it was not purchased for your use only, then please return to Smashwords.com and purchase your own copy. Thank you for respecting the hard work of this author.


text:
Christopher Parr is a UK Solicitor with more than 25 years of international business law experience gained in multinationals such as Monsanto and Air Products and, most recently, as an advisor to SMEs. Chris has extensive M&A and transactional experience as well as expertise in large scale industrial projects involving the design, procurement, construction and operation of large pieces of plant, machinery and equipment.
Tom Foale is a business developer, serial entrepreneur and consultant. He is co-founder and Director of Silicoplastic Ltd, a plastics recycling technology provider, and was co-founder and former Director of Urban Wimax, a London based wireless telecommunications infrastructure operator. Tom has extensive experience of business and product development.
Patric Kinstrey is one of the founding directors of Gradsol and an advisor to the Green Electric Energy Company. Patric, over the last 30 years, has held various management positions and directorships of technology businesses including IBM and Bell South prior to founding Oncore, a cloud computing company.
Registered in England No 7706748. Registered Office:- 2nd Floor, Stanmore House, 29-30 St James's Street, London SW1A 1HB
Gradsol Limited
29-30 St. James's Street
London SW1A 1HB
To contact one of the Gradsol Team, please complete our contact form


text:
C:\>"C:\Program Files\WinSCP\winscp.com" usr:pass@server /hostkey="ssh-rsa 2048 xx:xx:xx:xx:xx:xx:xx:xx:xx:xx:xx:xx:xx:xx:xx:xx" /console /command "Option batch abort" "cd /home/internal/test" "Put -delete ""c:\temp\File1.pdf""" "Put -delete ""c:\temp\File1.csv""" "Put -delete ""c:\temp\File1.rdy""" "close" "exit"
Searching for host...
Connecting to host...
The server's host key was not found in the cache. You have no guarantee that the
server is the computer you think it is.
The server's dss key fingerprint is:
ssh-dss 1024 xx:xx:xx:xx:xx:xx:xx:xx:xx:xx:xx:xx:xx:xx:xx:xx
If you trust this host, press Yes. To connect without adding host key to the cac
he, press No. To abandon the connection press Cancel.
Continue connecting and add host key to the cache?
(Y)es, (N)o, C(a)ncel, (C)opy Key:


text:
Hats have always been a trend item or seasonal accessory. Sometimes they're hot; sometimes you wouldn't be caught dead in one. Each year styles come and go, repeating trends of yesteryear. But this year, we're finally seeing some strong trends come through.
For men, wide-brimmed fedoras and trilby hats are on-trend, as well as the timeless pork pies, giving that classic vintage look. And for the ladies vintage-look cloche style hats are stylish choices as well as a line of hand knitted wool berets and beanies – all made in Nepal supporting Fair Trade.
These styles are perfect for the Melbourne winter; they're easy to dress up – a suit or smart blazer would be perfect or some chinos, boots and a light coat to bring a more casual air to the look.
Jenny and Dee have become the go-to women at the Market when it comes to choosing an item to round out a look. With over 30 years in Melbourne's hat game, they have seen hundreds of trends come and go, so are in a good position to be picking your next item. Trust us, you're in good hands.
Visit the Hat Project at 99 Victoria St, or at The Summer or Winter Night Markets.


text:
Chávez back in Venezuela after chemotherapy
Hugo Chávez, the Venezuelan President, has returned to the country after undergoing chemotherapy for cancer in Cuba.
Mr Chávez's health problems have created uncertainty in Venezuela's political landscape over the past month and raised doubts about his fitness to fight another election campaign next year.
But yesterday Mr Chávez, 56, sought to convince his countrymen he was fighting fit, despite having a tumour the size of a baseball removed on June 20.
After disembarking his plane he addressed members of the security forces on the runway in Caracas, saying he was arriving home in better condition than when he left.
"It is a day of great joy for me ... I have come back better than I left, thanks to God," he said in a brief…


text:
International tax arbitrage, tax evasion and interest parity conditions
Using a finite-horizon general equilibrium model with uncertainty and money, we characterize situations where tax arbitrage opportunities may arise for internatioanl portfolio investors in an economy with heterogeneous capital income taxation when there is some scope to evade taxes on foreign capital income. We derive tax-modified uncovered interest parity conditions and forward raets similar to the no-tax ones, but augmented by tax-induced "risk-premium" terms.
(This abstract was borrowed from another version of this item.)
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Volume (Year): 55 (2001)
Issue (Month): 4 (December)
Pages: 413-427
|Contact details of provider:
| Web page: http://www.elsevier.com/locate/inca/622941
References listed on IDEAS
Please report citation or reference errors to , or , if you are the registered author of the cited work, log in to your RePEc Author Service profile, click on "citations" and make appropriate adjustments.:
- Chris Jones & Frank Milne, 1992. "Tax Arbitrage, Existence of Equilibrium, and Bounded Tax Rebates," Mathematical Finance, Wiley Blackwell, vol. 2(3), pages 189-196.
- Dammon, Robert M & Green, Richard C, 1987. " Tax Arbitrage and the Existence of Equilibrium Prices for Financial Assets," Journal of Finance, American Finance Association, vol. 42(5), pages 1143-1166, December.
- Schjelderup, Guttorm, 1993.
" Optimal Taxation, Capital Mobility and Tax Evasion,"
Scandinavian Journal of Economics,
Wiley Blackwell, vol. 95(3), pages 377-386.
- Schjelderup, G., 1991. "Optimal Taxation, Capital Mobility and Tax Evasion," Papers 02-91, Norwegian School of Economics and Business Administration-.
- Dybvig, Philip H & Ross, Stephen A, 1986. " Tax Clienteles and Asset Pricing," Journal of Finance, American Finance Association, vol. 41(3), pages 751-762, July.
- McCallum, Bennett T., 1985. "Bank deregulation, accounting systems of exchange, and the unit of account: A critical review," Carnegie-Rochester Conference Series on Public Policy, Elsevier, vol. 23(1), pages 13-45, January.
- Bennett T. McCallum, 1985. "Bank Deregulation, Accounting Systems of Exchange, and the Unit of Account: A Critical Review," NBER Working Papers 1572, National Bureau of Economic Research, Inc.
- Ross, Stephen A, 1987. "Arbitrage and Martingales with Taxation," Journal of Political Economy, University of Chicago Press, vol. 95(2), pages 371-393, April.
- Aivazian, Varouj A & Callen, Jeffrey L, 1987. " Miller's Irrelevance Mechanism: A Note," Journal of Finance, American Finance Association, vol. 42(1), pages 169-180, March.
- Miller, Merton H, 1977. "Debt and Taxes," Journal of Finance, American Finance Association, vol. 32(2), pages 261-275, May.
- Radner, Roy, 1972. "Existence of Equilibrium of Plans, Prices, and Price Expectations in a Sequence of Markets," Econometrica, Econometric Society, vol. 40(2), pages 289-303, March.
- De Vries, C.G. & Leuven, K.U., 1994. "Stylized Facts of Nominal Exchange Rate Returns," Papers 94-002, Purdue University, Krannert School of Management - Center for International Business Education and Research (CIBER).
- Talmor, Eli, 1989. "Tax arbitrage restrictions and financial leverage clienteles," Journal of Banking & Finance, Elsevier, vol. 13(6), pages 831-838, December. Full references (including those not matched with items on IDEAS)
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text:
just got back from dinner with friends at bistro provence, in north scottsdale. its been a while since I got ahold of good french food in phoenix, but this was well worth the hike.
first, i've discovered recently that in order to get a restuarant liscence in north scottsdale, apparently you must agree to have live, loud music. this was not so bad as last weeks accordionist, but after an hour, even piano with a man who is not quite michael buble becomes a bit much.
they were nothing if not attentive,and the place is small but charming. i started with the foie gras with pears in a port wine reduction. my feeling? reductions are rarely reduced enough and usually have too bold a red wine taste, but this was wonderfully light. i'm not a big pear fan, but they were perfectly done, and the foie gras itself was just beyond perfect.
the other guests had the calamari and the artichoke salad. the calamari was unlike any i'd had before, prepared in a provencal style, and was just delicious. tender, not crispy, the sauce was amazing. i didn't bother with the artichoke salad although they said they enjoyed it.
i had a really hard time deciding on dinner, but ended up with the lamb shank, while the other guests ordered the boulliabase and the special, a wall eyed pike.
my lamb shank was a very good portion (as they all were) and arrived with perfectly done veggies and garlic mashed potatoes. the meat just fell off the bone, and the reduction, again, was just wonderful. very light and non obtrusive.
i tried the pike, which my friend liked, but said was not out of his mind worth coming back for.
we were all wowed by the boulliabase, which had a broth that was absolutely perfect. light, not too tomato-y and the wine was just a flavoring...
over coffee we decided to try the "chocolate thing" as my friend put it, and the creme brulee. the brulee was... brulee. good, nothing special. i'm not a big chocolate fan, but the cake, featuring a layer of every conceivable kind of chocolate sure looked good, and they seemed pleased.
for north scottsdale, the bill was appropriate, and i've got no complaints about the food or service. i'd go back in a second and i would order absolutely anything there with a sauce :)


text:
Still numb from the pain of being eliminated in Game 6 the night before, forward R.J. Umberger offered up the laundry list of injuries he'd played through while hoping to help his Columbus Blue Jackets get past the Pittsburgh Penguins.
A broken finger. A separated shoulder. A herniated disc in his back.
"But my lower body is fine," he joked.
It's become a tradition the day after an NHL team is eliminated from the postseason. Call it The Revelation. That moment when players who have successfully (and sometimes not so much) hidden the physical toll exacted by the playoffs can finally unburden themselves of their painful secrets.
Dislocated elbows. Broken jaws. Knees held together by baling wire. Fractured fibulas. You hear these stories in the aftermath and you wonder how some of them could dress themselves, let alone wade into battle knowing that everyone wearing the other color was looking to target their injury.
Of course, none of this is done to create an excuse for a series loss or worse, to draw attention.
It's more like a moment to honor the price paid in pursuit of the Stanley Cup and to remind the next generation that it is very, very high.
Hockey has always demanded that its athletes shake off injuries that would leave the stars of some other sports scrambling for their street clothes and a doctor's note. But the playoffs? Well, expectations are ratcheted up a notch. Or ten.
And the stories those expectations create become the stuff of legend.
GALLERIES: Playing In Pain-NHL Style | NHL's Faces of Battle
It didn't start with Rocket Richard, but he set the bar in Game 7 of the 1952 semi-finals against the Bruins. Knocked senseless by a nasty Leo Labine check, he languished on the bench trying to gain his bearings until late in the third period when lied to coach Dick Irvin, telling him that he was fine. Bleeding from his head and unable to focus his eyes, Richard still managed to dance through the entire Boston team before sealing the win with what may have been the greatest goal of his career.
Bobby Baun raised the bar in the 1964 Cup Final. The Maple Leafs defender flung himself in front of a Gordie Howe slapper in the dying minutes of Game 6. The shot shattered his ankle and should have ended his season. Instead, when the game went to OT, Baun demanded the trainer tape it and load him up with painkillers. He returned to the ice--again, on a broken ankle-- to score the clinching goal that sent Toronto on to Game 7 and its third consecutive championship.
And in a town where a baseball player was deified for pitching with a bloody sock, Boston's Patrice Bergeron defied logic and the limits of the human body with the incomprehensibly high pain threshold he displayed while playing in the 2013 Final against the Blackhawks.
GALLERY: Playing In Pain (across sports)
On top of injuries picked up through the previous three rounds, Bergeron suffered torn rib cartilage in Game 4, a broken rib on his left side in Game 5, and a separated right shoulder and a punctured left lung in Game 6. The lung eventually collapsed, sending Bergeron to the hospital immediately following the Bruins crushing loss. Following. He spent the next three days there in recovery. Part of that time he was hooked up to a machine that helped him breathe.
What men like Richard and Baun did was uplifting, but there's almost something more noble in the suffering of Bergeron or Umberger or Darryl Sydor in the 2000 Final or Paul Kariya in 2003.
It's a reminder that no matter how heroic or selfless, the suffering alone won't buy you the Cup. But it's certain that you won't get one without being willing to meet that price.
And maybe next time the pain will pay off. Even Wayne Gretzky learned that truth the hard way.For more, see the May 5, 2014 edition of Sports Illustrated magazine for Brian Cazeneuve's feature "You Gotta Play Hurt."


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LXer: IW: OpenVistA® 'On The Bubble'
Published at LXer:
Information Week has an article entitled: 'How To Tell The Open Source Winners From The Losers' and prominently features Medsphere's OpenVistA® as being 'on the bubble' and some factual errors regarding the troubled software:'...OpenVista was posted on SourceForge on June 6. It wasn't a big surprise; the posting had been promised several times by Medsphere, a company founded to commercialize OpenVista. But things unraveled quickly. Within four months, Medsphere sued co-founder and CTO Steve Shreeve, who was responsible for the posting. In a complaint filed in Superior Court of Orange County, Calif., Medsphere charged that Shreeve and his older brother, Scott, Medsphere's chief medical officer at the time, had breached their fiduciary duty as directors, violated confidentiality agreements, and caused the company to suffer $50 million in damages.
Read More...
|All times are GMT -5. The time now is 06:13 PM.


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Two cars on an Amtrak train headed to Chicago have derailed in northwestern Indiana. No passengers or crew were in the last two cars, so no one was hurt.
Amtrak spokesman Marc Magliari says the last two cars of the Lake Shore Limited train derailed Tuesday morning in Hammond. Neither the passenger coach nor the baggage car was occupied.
Magliari says those two cars and third car that also was damaged were left behind when the train resumed its trip about two hours later.
The train carrying 156 passengers plus crew departed from the East Coast.


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David Justis
Industrial Designer
Stillwater, OK
Stillwater, OK
I am a graduate of the University of Kansas School of Fine Arts Industrial Design Program with a concentration in Psychology. I am currently working at Stillwater Designs, Inc. (KICKER) as the Industrial Designer. My designs usually are centered around creating a user experience and evoking certain reactions. I believe industrial design is much more than just making something look attractive; to me, it is a new way of looking at the world, true innovation.
As an Industrial Designer at KICKER, I have the privilege of working with a great group of engineers and others to design all of our current products. My position's scope covers all of KICKER's different venues: After-Market Car Audio, Marine Audio, Home and Personal Audio, Powersports Audio. This keeps me busy as well as diversified. Most of my time is dedicated to hand sketching and model making. I also get to work side by side with engineers and manufacturers to walk hand in hand with all the projects every step of the way until production. What can I say? I work for a great company and I love what I do.


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From Advising the Small Business, Chapter 9
- Find out how venture capitalists determine who is a founder.
- Find a sample founders agreement at the end of the article.
What Is a Founder?
There is much confusion over what makes someone a founder, and whether it has any legal significance. A founder is really nothing more than a designation that the original promoters of an idea bestow on one another to identify to the outside world who is credited with getting the company off the ground. Often, a key hire may come in well after the company has been formed and in the end be described as a founder.
The expression has no legal significance per se. However, venture capitalists (VCs) do distinguish founders from other employees for certain reasons. For example, VCs often require the founders to make certain representations and warranties individually at the time of the first round of investment. In addition, VCs might want to impose certain vesting restrictions on the stock of founders, but not be so concerned with the other employees on the theory that the founders really constitute the brain trust. (Nonetheless, late hires, especially late executive management hires, are often treated like founders by VCs for such purposes).
When Should Founders Have a Written Agreement?
In some cases, it will make sense for the founders of a new venture to have a written agreement even before they form the entity in which they ultimately intend to pursue the enterprise. This is because if they begin jointly pursuing the new venture for a period of time before forming an entity, they will have entered into a general partnership and will be governed by the default rules for such enterprises unless they reduce the terms of their relationship to writing. See Chapter 8, Organizing or Cleaning Up a Partnership.
What Is Founders Stock?
Founders of companies often make the mistake of waiting until they have received a strong indication of interest from an investor before they incorporate and issue their stock. Forming a company too close in time to raising capital can create a significant tax issue. Specifically, if founders issue themselves stock at the time of formation for $.01 per share (for example) and then within a short period of time, outside investors pay $1.00 or more per share (for example), it might appear upon an IRS audit that the founders issued themselves stock at significantly below the fair market value per share. The difference between what the founders paid for their stock, and the fair market value of that stock based on the sale to outside investors, may be characterized as compensation income resulting in what could be significant tax liability to the founders. If, on the other hand, founders stock is issued long before investor commitment, and certain significant milestones are achieved in the interim, this risk decreases substantially.
The earlier stock is issued, the earlier the capital gains period begins to run. Upon a liquidity event, stock that has been held for one year or more will be taxed at the capital gains rate, which is currently 20 percent. Gains on stock held for less than one year are taxable at an individual's ordinary income tax rate, which can be significantly higher than the capital gains tax rate.
How Many Shares Should Founders Receive?
As discussed in Chapter 6, the total number of authorized shares, and the total number of issued and outstanding shares, at the time of formation of the company is largely arbitrary, and in the end not of high importance. What really matters is the relative allocation of the equity among the founders. The numbers of shares authorized and outstanding can be, and often are, adjusted upward through stock splits. Notwithstanding this, there are a couple of guiding factors.
Prospective hires often focus more on the total number of shares awarded to them (either outright as restricted stock or by the grant to them of options to purchase the shares) rather than the percentage of the company that such shares represent. As a result, the company should consider putting in place an equity incentive plan that has a significant number of shares, often between 1,000,000 and 2,000,000 shares. At the high end of the range, this will allow the company to make awards in the market range in terms of both percentage and raw numbers (i.e., 2 to 3 percent for a vice president of business development, at 50,000 to 70,000 shares). In addition, this plan allows the company to establish a low issuance price (in the case of restricted stock) or exercise price (in the case of options).
Venture capitalists often have an opinion about the number of shares of common stock that should be issued and outstanding at the time of their investment. They usually run numbers around an assumed purchase price in the range of $1.00 per share for a first or "Series A" round. Some VCs are more concerned about the initial purchase price than others, and their input will dictate what the capital structure of the company looks like. For sake of discussion, if we assume that a VC firm is going to put $5 million into a company with a pre-money valuation of $5 million, and require a 20 percent employee pool, that would translate to an employee pool with 2,000,000 shares.
The issuance of stock among the founding group is a determination to be made among the founders. The decision is typically based on relative contributions to the formation of the company, including the conception of the idea, leadership in promoting the idea, assumption of risk to launch the company, sweat equity, writing of a business plan, and development of any underlying technology. In addition to preformation contributions, the potential for future impact on commercializing the idea may be a factor, including the background and experience that each person brings with them.
How Should Equity Be Apportioned Among Founders?
If three people jointly conceive of an idea that is based on a business model rather than a technology, it would not be unusual for them to split the company evenly at formation. However, if one person conceived the idea, wrote the business plan, and assembled the team, a split of 50, 25, and 25 percent might be more appropriate. In addition, it is often the case that when the business plan is based on a proprietary technology, the developer of the technology receives a significantly higher percentage of the company. However, if the technologist is fortunate to attract as a cofounder a CEO with established industry credentials and connections, that person's business experience might level the playing field and suggest a more equal split of founders equity.
If you are the lead promoter of an idea and are faced with making the initial proposal regarding the division of equity, keep in mind that nibbling around the edges of a prospective cofounder's equity position may not engender the level of trust and cohesiveness that is so essential among the members of a founding team. The objective is to reach an allocation that is perceived to be fair and that leaves all of the founders with proper incentives to do what is necessary to make the business a success.
Should Your Client Formalize Its Relationship with Its Advisors?
Every successful business is the result of input from a variety of sources and factors. Entrepreneurs typically have mentors or other influencers in their lives who contribute significantly—and sometimes regularly—to the direction of the enterprise. Often these are people who do want a formal relationship with the company, but whose name and/or experience lend strength to the company's management team. This connection can be particularly helpful when the founders are relatively inexperienced. The formation and use of a board of advisors is a great way to formalize advisor relationships, acknowledge the contributions such advisors make to the success of the business, and bolster the strength of the company's management team without subjecting the advisors to the responsibilities and liabilities of being a manager, officer, or director of the company.
What Are Owners Agreements, and What Should They Cover?
Contracts among business owners often take the form of a buy-sell agreement, shareholder agreement, stock restriction agreement, operating agreement, or partnership agreement, among others. This book contains several examples of owners agreements, which present sample provisions for a variety of circumstances owners may wish to cover regardless of the form of entity in which they do business, or even the existence of an entity. The desired provisions can be selected and combined from sample agreements included in chapters dealing with different entity types. Some important uses of such an agreement include:
- Determining the relative contributions, duties, and responsibilities of the parties
- Determining the relative rights, benefits, and returns of the parties
- Establishing and protecting intellectual property rights
- Addressing conflicts of interest, noncompetition, and protection of trade secrets
- Restricting the transferability of ownership; providing rights of first refusal
- Succession planning; buy-sell provisions
- Employee incentives
- Procedures for the valuation of the business
- Preventing competitive activities or use of trade secrets
- Deadlock and dispute resolution provisions
- Defining applicable law, venue, and jurisdiction
A well-drafted buy-sell agreement will contain many additional provisions, such as the following:
- Provisions relating to maintaining the status of an S corporation so that no shareholder can terminate its status
- Provisions allowing stock to be transferred to family members or trusts for estate planning purposes
- Provisions that transfers by operation of law (e.g., death or divorce) should trigger the right of the company and other shareholders to purchase the stock
- Life insurance provisions, including allowing the company to purchase life insurance on the life of a shareholder, and the right of a shareholder to purchase the life insurance at its cash value upon termination of employment
- Provisions that each shareholder's stock certificate include a legend giving notice that the stock is subject to the provisions of a buy-sell agreement and that a copy of the same can be reviewed at the offices of the company
A carefully drafted buy-sell agreement will promote the goal of allowing the business to continue while fairly compensating a terminating owner.
The drafting of an owners agreement is also an excellent opportunity to assist your client with planning for potential discord among owners before a disagreement arises, potential changes in owner circumstances (such as termination of employment, disability, retirement, and death), and sharing ownership with employees. This should be a collaborative process, beginning with helping your client define its objectives for the agreement and getting time estimates for certain objectives (such as a liquidity event, retirement, etc.). Next, design an agreement that addresses the stated objectives and covers contingencies, giving careful consideration to an appropriate valuation procedure or formula. Once the agreement is finalized and signed, help your client identify appropriate times to revisit the agreement (e.g., when circumstances have changed in a way that makes a valuation method inappropriate or the client's objectives have changed).
Revisit the agreement periodically!
Should a Small Business Impose Vesting Requirements?
A growing company will inevitably see employees come and go, and there may also be changes in the company's ownership. However, many ownership changes can be avoided if vesting provisions are imposed. Typical vesting provisions require that an individual remain with the business for at least one year before being vested in any portion of equity ownership. This is referred to as a "one-year cliff," typically involving 25 percent of the total, with the remainder vesting monthly over the next three years. One way to approach vesting is through a stock restriction agreement, which is an agreement among the shareholders of a corporation in which they agree to certain limitations on their shareholder rights. Stock restriction agreements are often used to ensure that stock issued to founders is properly "earned" by each founding stockholder, by imposing vesting provisions or giving the company the right to purchase shares held by a founder in the event the founder leaves the company within a certain period of time.
What Is a Section 83(b) Election?
Stock restriction agreements can have significant tax consequences. Unless the founder makes an election under Internal Revenue Code (IRC) Section 83(b) within thirty days after receiving shares subject to the restriction agreement, the founder is subject to tax. This is because the shares vest on the amount by which the value of the vested shares at the time they vest exceeds the amount paid by the founder for the vested shares. If the founder makes a Section 83(b) election upon receiving the shares, he or she is taxed, upon receiving the shares, on the amount by which the value of the shares at the time of receipt exceeds the amount paid for the shares. If it is expected that the founder's shares will appreciate significantly in value, therefore, it may be a good idea to make a Section 83(b) election.
What Are Typical Vesting Requirements?
Five basic parameters need to be established in a typical stock restriction agreement with regard to vesting: (i) duration of vesting schedule; (ii) up-front vesting; (iii) cliff vesting; (iv) acceleration upon termination; and (v) acceleration upon change of control or initial public offering (IPO). Venture capitalists have established certain acceptable ranges for these parameters, and they serve as the best guide for determining what vesting should be self-imposed by the founders. By self-imposing restrictions before VC funding, the VCs might satisfy themselves that what is in place is acceptable; as a result, the founders may end up with slightly more favorable terms than they otherwise would receive from VCs on this point. The following are some general parameters, which tend to change over time due to the labor market and can vary by industry.
Founders stock generally vests over three years. It is fairly common in VC transactions for founders to have some percentage of their stock vested up front. VCs will often agree to this if a significant amount of effort was put into the company before funding. The range of up-front vesting typically falls between 10 and 25 percent.
Vesting is said to be on a "cliff" basis when a certain minimum period of time must elapse before any additional shares of stock vest. Six- and twelve-month cliff vesting is fairly common, with the current trend toward the shorter end of that range.
Any number of circumstances could lead to termination of the founder's employment. VCs often take the position that the equity must be earned, and that if the founder leaves for any or no reason, no additional stock vests. There are four basic circumstances in which a founder might leave the company: (i) resignation (for no reason and for good reason), (ii) termination (for cause and without cause), (iii) death, and (iv) disability. In the event the employee resigns voluntarily or is terminated for cause, no additional stock vests under most agreements. However, an argument can be made that if the founder is terminated without cause, or resigns for good reason (in other words, is forced out), there should be some compensation to the founder out of fairness and as a means of keeping the board of directors honest. While VCs resist any acceleration under these circumstances, occasionally founders are able to negotiate for an acceleration of six to twelve months. In the event of a founder's death or disability, six-month acceleration is fairly common, presumably as a good will gesture in a time of hardship.
VCs will generally permit either an additional one-year vesting or 50 percent vesting upon a change of control. A founder can make certain assumptions about when the change of control for the company would be most likely to occur and determine which of these two options appears most preferable. For example, if the vesting duration is three years, and the founders anticipate a sale of the business after year one, the founder would be better off with one-year acceleration because it would always result in more acceleration than would 50 percent after the first year.
Occasionally founders are able to obtain full acceleration upon change of control, and it is not always an unreasonable starting point for negotiation. After all, if the company is sold and the founders are still with the company, they likely made significant contributions to put the company in a position to be bought. VCs, however, are very reluctant to allow for full acceleration upon change of control. Their primary argument is that the value of the company diminishes if the founders stock vests fully upon change of control because the founders have less incentive to work for the acquirer after the acquisition. This is why some companies will not make deals with companies that provide for full acceleration upon change of control. What VCs are not as quick to tell founders is that they stand to benefit significantly if the founders stock does not vest upon a change of control, because their relative percentage of ownership determined at the time of the change of control increases to the extent that the founders' percentages decrease. If the VCs do not permit for full acceleration, an alternative is to request that they agree to provide for full acceleration if the founder is let go or resigns for good reason within one year following a change of control.
How Should Ownership Be Valued for Purposes of a Buyout?
For purposes of buy-sell provisions, value can be determined by the market value (if there is a market for the company's equity), appraised value, book value, a formula, mediation, or any number of other approaches and variations.
Conflicting interests will be at play, such as the desire to provide liquidity while preserving the company's ability to continue in business. However, if the parties to an agreement are determining how value will be established for a buyout at a point when they do not know whether they will ultimately be on the buying or selling end of the bargain, the chosen approach is more likely to be fair than it would be if the parties were forced to resolve the issue after a need had arisen.
Sample Documents and Checklists.
This section includes the following forms:
- Founders Agreement (Form 9 A)
- Shareholder Agreement (Form 9 B)
- Provision to Deal with Phantom Income (Form 9 C)
- Insurance-Funded Buyout Provision (Form 9 D)
- Bylaws for a Board of Advisors (Form 9 E)
- Board of Advisors Agreement (Form 9 F)
Form 9 A: Founders Agreement
Note: The following is an example of a fairly simple agreement between the founders of a new business before its incorporation. A more detailed agreement may be desirable and could continue to govern the relationship after incorporation as a shareholder agreement. See the sample owners agreements in Chapter 10 for examples of more detailed provisions that could be adopted by founders. In the event the corporation is never formed and a dispute arises between the founders, the rules of partnership would likely be applied. However, an agreement such as the following can be useful in preventing the application of default rules to certain matters where the parties reached an agreement, thereby avoiding an undesirable result as well as preventing faulty memories from perpetuating the dispute.
This agreement is made between ______________________ (Founder A) and ____________________ (Founder B) for the purpose of forming a [California] corporation called *******, Inc., hereafter referred to as the Corporation. Founder A agrees to contribute the assets described in Exhibit A attached hereto, collectively valued at __________________ Dollars ($____________) in exchange for a fifty percent (50%) ownership of the Corporation to be formed. Founder B agrees to contribute _________________ Dollars ($_____________) in cash in exchange for a fifty percent (50%) ownership in the Corporation.
Founder A and Founder B further agree as follows:
1. INCOME AND EXPENSES. The income and expenses of the Corporation will be allocated between Founder A and Founder B on a fifty-fifty basis until the Corporation has achieved aggregate sales in the amount of one million dollars ($1,000,000.00). Upon the one million dollar mark, the Corporation will begin making preferred payments to Founder A in the amount of not less than two percent (2%) per year of sales until fifty thousand dollars ($50,000.00) has been paid to Founder A as compensation for his early efforts on behalf of the business of the Corporation.
2. ASSETS & LIABILITIES. All assets and liabilities of the Corporation will be allocated between Founder A and Founder B on a fifty-fifty basis unless otherwise noted in this agreement.
3. MANAGEMENT DUTIES AND RESTRICTIONS. Founder A and Founder B shall have equal rights in the management of the Corporation. Neither Founder A nor Founder B may borrow or lend money, or make, deliver, or accept any commercial paper, or execute any mortgage, security agreement, bond, or lease, or purchase or contract to purchase, or sell or contract to sell any property or assets of the Corporation or their individual interest in the Corporation without the other's consent.
4. BANKING. Founder A and Founder B shall deposit all funds of the Corporation in its name in such checking account or accounts as designated. All withdrawals therefrom are to be made upon checks or wire transfers signed or endorsed by Founder A, Founder B or an appointed agent acting on the Corporation's behalf.
5. BOOKS. The books and accounting records of the Corporation shall be maintained and kept at the principal business location of the Corporation. The accounting records shall be kept on a cash basis and the fiscal year of the Corporation will end on December 31. The accounting records shall be closed and balanced at the end of each fiscal year.
6. SALE OF THE CORPORATION OR ASSETS. If Founder A and Founder B decide to sell the Corporation or any of the assets of the Corporation, other than furniture, fixtures and office equipment, the proceeds from the sale of the Corporation or the Corporation's assets will be distributed in the following way: all outstanding debts and liabilities of the Corporation will be paid before any other distribution is made. Once all debts and liabilities of the Corporation are paid, the Corporation will distribute to Founder A an amount equal to the difference between what has already been paid to Founder A under paragraph 1 and the fifty thousand dollars ($50,000.00) agreed upon in paragraph 1 of this Agreement. The remaining proceeds, if any, will be split equally between Founder A and Founder B.
The furniture, fixtures and office equipment of the Corporation is subject to sale only upon Founder A or Founder B's consent. In addition, Founder A or Founder B has the right to purchase all or a portion of the assets from the Corporation at a fair market price. If a fair market price can not be agreed upon, the Corporation can hire an agreed upon third party to set the price of the sale.
7. DISOLUTION OF THE CORPORATION. If both Founder A and Founder B elect to dissolve the Corporation, Founder A and Founder B shall proceed with reasonable promptness to liquidate the assets of the Corporation. The furniture, fixtures and office equipment of the Corporation is subject to sale only upon Founder A or Founder B's consent. In addition, Founder A or Founder B has the right to purchase all or a portion of the assets from the Corporation at a fair market price. If a fair market price can not be agreed upon, the Corporation can hire an agreed upon third party to set the price of the sale.
8. BUYOUT. Founder A or Founder B may elect to sell their shares in the Corporation to the other for an agreed upon price. If an amount can not be agreed upon, the Corporation will hire an agreed upon third party to set the price of the sale.
9. DEATH. Upon the death of either Founder A or Founder B, the surviving owner may allow either Founder A's spouse or Founder B's spouse the right to step into the deceased shareholder's shoes and have all the rights and privileges of the deceased shareholder. If the surviving shareholder does not allow this to happen, the Corporation will be dissolved according to paragraph 7 of this Agreement. The proceeds from the liquidation of the Corporation otherwise payable to the deceased shareholder will go to whoever has been designated by either such deceased shareholder to receive the proceeds of the liquidation in the event of his or her death.
10. ARBITRATION. Any controversy or claim arising out of or relating to this Agreement, or the breach hereof, shall be settled by arbitration, in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereof.
In witness whereof the parties have signed this Agreement. The laws of _________ shall govern any dispute arising under or relating to this Agreement. Executed this ________day of ______________________, 20___ in [San Francisco, California].
[Founder A]
[Founder B]