ENCG Agadir, Université Ibn Zohr, Agadir, Morocco
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The Table of Contents
Section One: Geography As an Introduction to the Study of International Relations…….p.1
Section Two : Paragraph writing ………………………………………………………….. p.10
Section 3: Marketing and Essay-Writing………………p.21
Section 4: Business……………………………………………..p.28
Section 5: Bylaws, Articles of Incorporation and Articles of Incorporation……….p.37
Section 6: Introduction to Accounting…………….p76
Section 7: Banking……………………………………p.91
Section One: Geography As an Introduction to the Study of International Relations
Students whose family name starts with the same letter form a virtual team. Each member is asked to remember his/her GXevX.
I: The Map of the World
As a virtual team, place yourselves on the platform/ Zoom to learn about the world (whose two links are marked below):
-a: pick red to Color the African continent
-b: Pick yellow to colr the African continent.
-c: pick blue to color the Asiatic continent
-d: Pick pink to color the United States of American continent.
-e: Use free online tools to create a map of your choice. Use websites such as Scribble maps for blanc maps for you to use as a canvas.
-f: Use virtual pens, pencils or paintbrushes to add national borders, and rivers and seas to your map.
I/1: Amazing map of the worldL1)
I/B: Amazing map of the world (2) https://blogs.forbes.com/duncanmadden/files/2018/03/Literal-Translation-of-Country-Names.jpg
II: The Map of Europe
Below is a series of links to the map of Europe. As a virtual team whose family name starts with the same letter:
Assignment 1 (Europe):
-a: Hold your mouse over the map-empty-spaces and then insert the names of countries and their capitals in the spaces provided.
-b: Check for more information using google and books….relevant to Eastern and Western European countries and their political and cultural and economic systems.
-c: Insert the names of seas on the map.
-d: pick the following colors for the following counties:
-d1: yellow for Eastern countries and their capitals
-d2: Red for Western European countries and their capitals.
1: The Map of Europe with sound
https://www.sheppardsoftware.com/Europe/Eur_GL_Caps_1024_768.html
2: The Map of Europe in French and English Languages : (translation) : https://www.axl.cefan.ulaval.ca/europe/Europe-MAP.htm
3: Map of europe as a game :
https://www.sheppardsoftware.com/European_Geography.htm
4: The European Union: The Map of Europe: https://www.nationsonline.org/oneworld/europe_map.htm
5: Fill in empty spaces in the map of Europe:
assignment Two(Europe):
-a: Visualize and download one of the maps below and then use red color to encircle middle east countries that have gone through recent political stories together. Then, share the map with a class team other than yours.
-b: write down as many single paragraphs as you can about middle east countries that have gone through recent political stories together.
-c: use a platform to share the content orally with a class-team other than yours.
Assignment Three (Europe):
-a: As a virtual team, consult https://www.youtube.com/watch?v=qdCu2sKhYfk
-b: Listen to the gentleman telling you stories about Europe and write them down.
-c: Exchange the notes.
-d: Add the notes up and write down as many single paragraphs as you can
-e: Share your knowledge orally with members of your class from a distance, through a visio-conference
III: the Map of Asia: Quizzes Relevant to the map of Asia:
Assignment one (Asia):
-a: Please, place yourself in virtual team whose family name starts with the same letter, together, you Listen from a distance via a platform to the pianist enumerating countries and their capitals in Asia, and then, use one of the maps whose links are writer below to fill it in with those places: https://www.youtube.com/watch?v=vJKVD-8KQbk
-b: please, share your work from a distance to discuss orally the final work you have done collaboratively.
1: The Map of Asia with info: https://www.mapsofworld.com/asia/
2: Interactive map of Asia http://www.yourchildlearns.com/asia_map.htm
3: Info about Asia: https://yourfreetemplates.com/map-of-asia-free-templates/
Assignment Two (Asia):
Please, place yourself in virtual team whose family name starts with the same letter, then, go through the list of countries and their capital cities in Asia as listed below by country. Then, consult the above map-link to translate all these places.
Capital city
A
Afghanistan: Kabul
Armenia: Yerevan
Azerbaijan: Baku
B
Bahrain: Manama
Bangladesh
Dhaka: Bhutan
Thimphu: Brunei
Bandar Seri Begawan
C
Cambodia: Phnom Penh
China: Beijing
Cyprus: Nicosia
G
Georgia: Tbilisi
I
India: New Delhi
Indonesia: Jakarta
Iran: Tehran
Iraq: Baghdad
Israel: Jerusalem
J
Japan: Tokyo
Jordan: Amman
K
Kazakhstan: Nur-Sultan
Kuwait: Kuwait City
Kyrgyzstan: Bishkek
L
Laos: Vientiane
Lebanon: Beirut
M
Malaysia: Kuala Lumpur
Maldives: Male
Mongolia: Ulaanbaatar
Myanmar(formerly Burma): Naypyidaw
Country
Capital city
N
Nepal: Kathmandu
North Korea: Pyongyang
O
Oman: Muscat
P
Pakistan: Islamabad
Palestine: Jerusalem (East)
Philippines: Manila
Q
Qatar: Doha
R
Russia: Moscow
S
Saudi Arabia: Riyadh
Singapore: Singapore
South Korea: Seoul
Sri Lanka: Sri Jayawardenepura Kotte
Syria: Damascus
T
Taiwan: Taipei
Tajikistan: Dushanbe
Thailand: Bangkok
Timor-Leste: Dili
Turkey: Ankara
Turkmenistan: Ashgabat
U
United Arab Emirates: Abu Dhabi
Uzbekistan: Tashkent
V
Vietnam: Hanoi
Y
Yemen: Sana’a
Section Two : Paragraph-writing:
Firstly, as a virtual team, do the following quizz before you study texts on paragraph-writing. Then, go through texts and re-sit for the same quizz to compare your level at this unit. Consult the following link (education quizzes.com)
1: Multiple Choice, Open-Ended Question:
How many ideas should a paragraph contain?
-a: Only one idea
-b: More than one idea
-c: Minimum of four ideas
Explain………………………………………………………………………………………………………………………………………………………………………………………………………………………..
2: Constant Sum, Open Ended Question: choose every item you agree with, a, b, c…:
Which of the following can be used as connectives in a piece of writing?
-a: Opening, closing, in the middle
-b: Arguably, immediately, primarily
-c: Firstly, secondly, thirdly, furthermore, in conclusion
-d: Never, always, vehemently.
Explain:……………………………………………………………………………………………………………………………………………………………………………………………………………………….
3: Constant Sum, Open Ended Question: choose every item you agree with, a, b, c…:
What should good paragraphs do?
-a: Highlight the main idea
-b: support the main idea
-c: connect to the next point
Explain:……………………………………………
Good paragraphs always begin with introducing the main idea , developing the idea further with supporting points and also give an indication to what the next point will be..……………………………………………………………………………………………………………………………………………………………………..
4: Multiple Choice, Open-Ended Question:
A paragraph can be defined as:
-a: A collection of sentences organized on the basis of a single thought or idea or subject
-b: a minimum of one hundred words
-c: a complete story or article or essay
Explain: paragraphs help the writer to put across his thoughts clearly and help the reader to understand the thoughts more easily. There can be many paragraphs in an article, essay or story.
5: Multiple Choice, Open-ended Question:
How many paragraphs should be incorporated into an article?
-a: A minimum of ten
-b: At least five
-c: As many as there are separate ThoUGHTS that can be linked together
Explain: ………………………………………………………………………………………………………………………………………………………………………………………………………………………………..
An article is written to convey certain ideas or thoughts. The writer makes use of paragraphs to organize separate thoughts into paragraphs and he links the paragraphs to one another so that the article makes sense and easily understood by the reader.
How to write a good paragraph https://englishdotcom.net/how-to-write-a-good-paragraph/
A paragraph can be defined as a group of sentences that discuss only one main idea. A paragraph might be as long as ten related sentences.
Most students ask the following questions: What are the steps to write a paragraph? What is the paragraph format? How to make a good paragraph? What makes a good paragraph? How to write a paragraph? We’ll try to answer all these questions on how to write a strong paragraph.
To write a good paragraph, you should include three main elements. They are a topic sentence, supporting sentences, and a concluding sentence. The topic sentence is the first sentence in the paragraph. It opens the paragraph.
Paragraph Template
Make sure your paragraph has 3 distinct parts.
1. Topic sentence:
- This sentence is the first sentence of a paragraph and summarizes the main idea of the paragraph.
- All of the following sentences will add information that expands upon or supports the idea stated here.
2. Supporting sentences:
- The second sentence identifies the first major supporting detail.
- The third sentence brings up a second supporting detail.
- Similarly, the fourth sentence mentions a third supporting detail.
- Additional sentences can be added here for additional supporting details or to divide one lengthy supporting detail into separate, easier-to-read sentences.
3. Conclusion:
- The last sentence of your paragraph is your concluding sentence, which quickly ties your supporting thoughts together.
- It also might restate your first topic sentence using different terms.
https://www.wikihow.com/Write-a-Paragraph
1 Decide what the main topic of the paragraph is going to be. Before you begin writing your paragraph, you must have a clear idea of what the paragraph is going to be about. This is because a paragraph is essentially a collection of sentences that all relate to one central topic.[1] Without a definite idea of what the main topic is, your paragraph will lack focus and unity. In order to pin down the exact topic of your paragraph, you should ask yourself a number of questions:
- What is the prompt I have been given? If you are writing a paragraph as a response or answer to a particular prompt, such as “You have decided to donate money to charity. Which charity do you choose and why?” or “Describe your favorite day of the week,” you will need to think carefully about that prompt and make sure you are directly addressing it, rather than going off topic.
- What are the main ideas or issues that I need to address? Think about the topic you are being asked or have decided to write about and consider what the most relevant ideas or issues relating to that topic are. As paragraphs are usually relatively short, it is important that you try to hit on all of the main ideas, without going off topic.
- Who am I writing for? Think about who the intended readership of this paragraph or paper is going to be. What is their prior knowledge? Are they familiar with the topic at hand, or will it require a number of explanatory sentences?
- If your paragraphs are part of a larger essay, writing an essay outline can help you define the major ideas or goals of each paragraph.
- 2
2
Write down information and ideas relating to that topic. Once you have a clearer idea of what you want to address in your paragraph, you can start organizing your thoughts by writing down your ideas on a notepad or word document. There’s no need to write out full sentences just yet, just jot down some key words and phrases. Once you see everything on paper, you may get a clearer idea of which points are essential to include in your paragraph, and which points are superfluous.
- At this point, you may realize that there’s a gap in your knowledge and that it will be necessary to look up some facts and figures to support your argument.
- It’s a good idea to do this research now, so you will have all the relevant information easily at hand when it comes to the writing stage.
- 3
3
Figure out how you want to structure your paragraph. Now that all of your thoughts, ideas, facts and figures are laid out clearly in front of you, you can start to think about how you want to structure your paragraph. Consider each of the points you wish to address and try to arrange them in a logical order – this will make your paragraph more coherent and easier to read.[2]
- This new order may be chronological, may put the most important information first, or may just make the paragraph easier and more interesting to read – it all depends on the topic and style of the paragraph you wish to write.[2]
- Once you have decided where you want everything to go, you can rewrite your points according to this new structure – this will help to make the writing process a lot faster and more straightforward.
Planning Your Paragraph
1
Decide what the main topic of the paragraph is going to be. Before you begin writing your paragraph, you must have a clear idea of what the paragraph is going to be about. This is because a paragraph is essentially a collection of sentences that all relate to one central topic.[1] Without a definite idea of what the main topic is, your paragraph will lack focus and unity. In order to pin down the exact topic of your paragraph, you should ask yourself a number of questions:
- What is the prompt I have been given? If you are writing a paragraph as a response or answer to a particular prompt, such as “You have decided to donate money to charity. Which charity do you choose and why?” or “Describe your favorite day of the week,” you will need to think carefully about that prompt and make sure you are directly addressing it, rather than going off topic.
- What are the main ideas or issues that I need to address? Think about the topic you are being asked or have decided to write about and consider what the most relevant ideas or issues relating to that topic are. As paragraphs are usually relatively short, it is important that you try to hit on all of the main ideas, without going off topic.
- Who am I writing for? Think about who the intended readership of this paragraph or paper is going to be. What is their prior knowledge? Are they familiar with the topic at hand, or will it require a number of explanatory sentences?
- If your paragraphs are part of a larger essay, writing an essay outline can help you define the major ideas or goals of each paragraph.
2
Write down information and ideas relating to that topic. Once you have a clearer idea of what you want to address in your paragraph, you can start organizing your thoughts by writing down your ideas on a notepad or word document. There’s no need to write out full sentences just yet, just jot down some key words and phrases. Once you see everything on paper, you may get a clearer idea of which points are essential to include in your paragraph, and which points are superfluous.
- At this point, you may realize that there’s a gap in your knowledge and that it will be necessary to look up some facts and figures to support your argument.
- It’s a good idea to do this research now, so you will have all the relevant information easily at hand when it comes to the writing stage.
3
Figure out how you want to structure your paragraph. Now that all of your thoughts, ideas, facts and figures are laid out clearly in front of you, you can start to think about how you want to structure your paragraph. Consider each of the points you wish to address and try to arrange them in a logical order – this will make your paragraph more coherent and easier to read.[2]
- This new order may be chronological, may put the most important information first, or may just make the paragraph easier and more interesting to read – it all depends on the topic and style of the paragraph you wish to write.[2]
- Once you have decided where you want everything to go, you can rewrite your points according to this new structure – this will help to make the writing process a lot faster and more straightforward.
Part2
Writing Your Paragraph
1
Write a topic sentence. The first sentence of your paragraph needs to be the topic sentence. A topic sentence is an introductory line that addresses what the main idea or thesis of the paragraph is going to be. It should contain the most important and relevant point you wish to make regarding your topic, thus summarizing the paragraph as a whole.[1]
Don’t: use an obvious fact as your topic sentence.
Do: feel free to start with a vague idea if you feel stuck, and improve it once you’ve finished the paragraph.
- Every other sentence you write should support the topic sentence and provide further detail and discussion of the issues or ideas it raises. If any sentence you write cannot be directly related to the topic sentence, it should not be included in this particular paragraph.
- More experienced writers can include their topic sentence at any point in the paragraph; it doesn’t necessarily need to be the first line. However, writers who are new or less comfortable with paragraph writing should stick with having the topic sentence first, as it will help to guide you throughout the rest of the paragraph.[1]
- Your topic sentence should not be too broad or too narrow. If your topic sentence is too broad you will not be able to discuss its ideas adequately in your paragraph. If it’s too narrow, you won’t have enough to discuss.
- 2.
2
Fill in the supporting details. Once you have written and are happy with your topic sentence, you can start to fill in the rest of your paragraph. This is where the detailed, well-structured notes you wrote earlier will come in handy. Make sure that your paragraph is coherent, which means that it is easy to read and understand, that each sentence connects with the next and that everything flows nicely as a whole. To achieve this, try to write clear, simple sentences that express exactly what you want to say.[2]
- Link each sentence with transition words which form a bridge between one sentence and the next. Transition words can help you compare and contrast, show sequence, show cause and effect, highlight important ideas, and progress smoothly from one idea to the next. Such transition words include “furthermore”, “in fact” and “in addition to”. You can also use chronological transitions, such as “firstly”, “secondly” and “thirdly”.[2]
- The supporting sentences are the meat of your paragraph, so you should fill them with as much evidence to support your topic sentence as possible. Depending on the topic, you can use facts, figures, statistics and examples or you can use stories, anecdotes and quotes. Anything goes, as long as it is relevant.[1]
- In terms of length, three to five sentences will usually be enough to cover your main points and adequately support your topic sentence, but this will vary greatly depending on the topic and the length of the paper you are writing. There is no set length for a paragraph. It should be as long as it needs to be to adequately cover the main idea.[2] [3]
- 3.
3
Write a concluding sentence. The concluding sentence of your paragraph should tie everything together. A good concluding sentence will reinforce the idea outlined in your topic sentence, but now it has all the weight of the evidence or arguments contained in your supporting sentences behind it. After reading the concluding sentence, the reader should have no doubt as to the accuracy or relevance of the paragraph as a whole.
Don’t disagree with your own evidence: Despite these comments, the report was a failure.
Do qualify the conclusion if it transitions to the next paragraph: These quotes prove the report had major support, but this does not mean it led to major change.
- Don’t just reword the topic sentence. Your concluding sentence should acknowledge the discussion that has come before it and remind your reader of the relevance of this discussion.[4]
- For example, in a paragraph dealing with the topic “Why is Canada a great place to live?” The concluding sentence might look something like “From all the evidence provided above, such as Canada’s fantastic health care provisions, its top-notch education system and its clean, safe cities, we can conclude that Canada is indeed a great place to live.”
- 4.
4
Know when to move on to a new paragraph. Sometimes it can be difficult to tell where one paragraph should end and another begin. Luckily, there are a number of guidelines you can follow which can make the decision to move on to a new paragraph an obvious one. The most basic guideline to follow is that every time you start to discuss a new idea, you should move on to a new paragraph. Paragraphs should never contain more than one central idea. If a given idea has multiple points or facets, then each individual aspect of the idea should be given its own paragraph.[1]
- A new paragraph is also used each time you are contrasting two points or presenting each side of an argument. For example, if your topic is “should civil servants receive lower salaries?” one paragraph would deal with the arguments supporting lower pay for civil servants, while the other paragraph would provide arguments against it.[1]
- Paragraphs make a piece of writing easier to comprehend and give readers a “break” between new ideas in order to digest what they have just read. If you feel that the paragraph you are writing is becoming too complex, or contains a series of complex points, you may want to think about splitting it up into individual paragraphs.[1]
- When writing a paper, the introduction and conclusion should always be given their own paragraphs. The introductory paragraph should define the aim of the paper and what it hopes to achieve, while also giving a brief outline of the ideas and issues it will go on to discuss. The concluding paragraph provides a summary of the information and arguments contained in the paper and states in clear terms what the paper has shown and/or proven. It may also introduce a new idea, one that opens the reader’s mind to the questions raised by the paper.[1]
- If you’re writing fiction, you need to start a new paragraph in dialogue to show a new speaker.[5]
Part3
Reviewing Your Paragraph
1: Check your paragraph for spelling and grammar. Once you have finished writing, it is essential that you re-read your paragraph two or three times to check it for misspelled words and poor grammar. Spelling mistakes and bad grammar can significantly impact the perceived quality of your paragraph, even if the ideas and arguments it contains are of a high quality. It is very easy to overlook small mistakes when writing, so don’t skip this step, even if you’re in a rush.
- Ensure that each sentence has a subject and that all proper nouns are capitalized. Also make sure that all of the subjects and verbs agree with each other and that you use the same tense across the entire paragraph.
- Use a dictionary to double-check the spelling of words that you are unsure about, don’t just assume that they are correct.
- Check your paragraph for the proper use of punctuation, making sure that you use marks such as commas, colons, semicolons and ellipses in the correct context.
- 2.
2
Check your paragraph for coherency and style. Not only should the technical aspects of your writing be spot on, but you should also try to achieve clarity in your writing, as well as stylistic flow. You can do this by varying the length and format of your sentences and by using transitional words and a varied vocabulary.[1]
Don’t: use long words or “thesaurus finds” for their own sake.
Do: use well-known synonyms to vary your writing rather than repeat the same word many times.
- The point of view of your writing should remain consistent throughout the paragraph, and indeed, the entire paper. For example, if you are writing in the first person (e.g., “I believe that…”) you should not switch to a passive voice (“it is believed that”) halfway through.
- However, you should also try to avoid beginning every sentence with “I think…” or “I contend that…” Try to vary the format of your sentences, as this will make the paragraph more interesting for the reader and help it to flow more naturally.
- For beginner writers, it is better to stick to short, to-the-point sentences which clearly express your point. Long, rambling sentences can very quickly become incoherent or fall victim to grammatical errors, so try to avoid them until you gain more experience as a writer.
- 3.
3
Decide if your paragraph is complete. Once you have re-read the paragraph and fixed any grammatical or stylistic errors, you should have one more glance over it to determine whether it is complete. Try to look at the paragraph objectively and decide whether it sufficiently supports and develops your topic sentence, or whether it needs a few more details or additional evidence to back up your claims.[2]
Don’t: get bogged down in minor edits before you’ve finished your essay.
Do: make sure your point is crystal clear before you move on.
- If you feel that the main claim of your topic sentence is sufficiently supported and well-developed by the contents of the rest of your paragraph, then your paragraph is probably complete. However, if any important aspect of the topic remains unexplored or unexplained or if the paragraph is shorter than three sentences, it probably needs a little more work.[2]
- On the other hand, you may decide that your paragraph is too long and contains superfluous or tangential content. If this is the case, you should edit the paragraph so it contains only the most relevant information.
- If you feel that all of the content is necessary to your point, but the paragraph is still too long, you should think about breaking it up into several smaller, more specific paragraphs.
Paragraph writing examples …
https://www.wikihow.com/Write-a-Paragraph
Sample Persuasive Paragraph https://www.wikihow.com/Sample/Persuasive-Paragraph
The benefits of social networking websites have the potential to outweigh the dangers of such websites. While social networking does curb real life interaction with one’s peers, it also provides shy, introverted, or socially awkward youth with a new avenue of communication that often makes it easier to connect and form relationships. A sharp increase in cyberbullying is an unfortunate result of social networking, but sites like Facebook also give people the opportunity to build a larger network of support. Additionally, while unmonitored teens and young adults may post photographs and information that could damage their futures and make them less desirable to potential employers, responsible and well-guided youth have the chance to build working relationships and create a stronger presence in the working world. Even though there are a large number of risks and downfalls associated with social networking, when the tool is used correctly and the youth are instructed on correct usage, it offers considerable positives.
Sample Literary Paragraphhttps://www.wikihow.com/Sample/Literary-Paragraph
Susan Sanders did not like the rain. Whenever it rained, dark clouds would cover the sky and block out the sun, making the entire day seem dreary and gray. If it rained on a chilly day, then the day seemed even colder and more miserable than before. Moreover, regardless of the temperature, rain meant that Susan’s hair would get frizzy and messed up no matter how much time she spent on it. Even a few raindrops were enough to undo an entire morning’s worth of styling. As far as Susan was concerned, rain was certainly not her friend.
Section 3: Marketing and Essay-Writing:
What is advertised ?
How did advertisers try to persuade you to invest your money in the targeted product ?
Logos is the persuasive technique that aims to convince an audience by using logic and reason. Also called the “, logical appeal”, logos examples in advertisement include the citation of statistics, facts, data, charts, and graphs.
As the most factual of the three main rhetorical strategies, logos uses reason and logical arguments to convey a point of view and win over the audience.
The general idea behind logos rhetoric is to aim for the head, not the heart. Appeal to reason.
What technique?
Part ii: essay writing
Writing in academic contexts means being able to use different essay types and using a clear structure. There are several types of essay which you may need to be able to write at university. Today, we are going to focus on discussion essays.
Discussion essays, or for and against essays are essays that require you to look at both sides of a situation and to conclude by saying which side you favor.
In everyday language, a discussion is two people talking about a topic from different sides. For a discussion essay, you usually need to provide a balanced view, or to consider both sides of an argument
Structure
There are three components which most discussion essays have in common:
1: Introduction (includes thesis statement)
2: Body (discusses the arguments for and against)
3: Conclusion (Summarizes main points and gives opinion)
Introduction
The introduction will introduce the topic to the reader by stating what the topic is and giving some general background information. This will help the reader to understand what you are writing about , and show why the topic is important.
The introduction to an essay should have the following two parts
(1): general statements (to introduce the topic and give the background) and (2) a thesis statement to show the structure).
The general statements will introduce the topic of the essay and give background information . The background information for a short essay will generally just be one or two sentences:
Although they were invented almost a hundred years ago, for decades cars were only owned by the rich. Since the 60s and 70s they have become increasingly affordable, and now, most families in developed nations, and a growing number in developing countries, own a car.
These sentences introduce the topic of the essay (cars) and give some background to this topic (situation in the past, the situation now). These sentences lead nicely into the thesis statement (see below)
Main body
(2) As the name suggests, the main body is the main part of your essay. It is a collection of paragraphs related to your topic, and in order to understand how to write a good main body, you need to understand how to write good paragraphs.
There are three main components of any good paragraph:
- The topic sentence, (2) supporting sentences, and (3) the concluding sentence.
The Topic Sentence
The topic sentence is the most important sentence in a paragraph. It is usually the first sentence , though may sometimes also be placed at the end. It indicates what the paragraph is going to discuss , and thus, serves as a useful guide both for the writer and the reader.
The topic sentence has two separate parts: the topic of the paragraph and the main idea, which limits the topic to one or two areas that can be discussed fully in one paragraph:
The most striking advantage of the car is its convenience.
The topic of this short essay is the advantages and the disadvantages of cars , as a result of which each paragraph has either the advantages or the disadvantages of cars as its topic. In this case, the topic is the advantage of cars. The main idea is convenience , which limits the discussion of advantages of cars to this one idea.
This paragraph will therefore give supporting ideas (reasons, facts, etc.) to show why convenience is an advantage of cars.
Here is another topic sentence from the same essay:
Despite this advantage, cars have many significant disadvantages, the most important of which is the pollution they cause.
The topic of this paragraph is the disadvantage of cars. The controlling idea is pollution. This paragraph will therefore give supporting ideas (reasons, facts, etc.) to show why pollution is a disadvantage of cars.
Here is the final topic sentence from the same essay:
A further disadvantage is the traffic problems that they cause in many cities and towns of the world.
The topic of this paragraph is again the disadvantage of cars. The controlling idea this time is traffic problems. This paragraph will therefore give supporting ideas (reasons, facts, etc.) to show why traffic congestion is a disadvantage of cars.
Supporting Sentences
Supporting sentences develop the topic sentence. They are more specific than the topic sentence, giving reasons, examples, facts , statistics and citations in support of the main idea of the paragraph.
Below is the whole paragraph for the second topic sentence above. The supporting sentences are in bold:
Despite this advantage, cars have many significant disadvantages, the most important of which is the pollution they cause. Almost all cars run either on petrol or diesel fuel, both of which are fossil fuels. Burning these fuels causes the car to emit serious pollutants, such as carbon dioxide, carbon monoxide, and nitrous oxide. Not only are these gases harmful for health, causing respiratory disease and other illnesses, they also contribute to global warming , an increasing problem in the modern world. According to the Union of Concerned Scientists (2013), transportation in the US accounts for 30% of all carbon dioxide production in that country, with 60% of these emissions coming from cars and small trucks. In short, pollution is a major drawback of cars.
The concluding sentence
The concluding sentence is an optional component of a paragraph. In other words, it is not absolutely necessary. It is mostly useful for especially long paragraphs, as it will help the reader to remember the main ideas of the paragraph.
Below is the concluding sentence from the paragraph above:
In short, the harm to our health and to the environment means that pollution from cars is a major drawback.
Here, the concluding sentence not only repeats the main idea of the topic sentence , that cars cause pollution , but also summarizes the information of the paragraph, which is that the pollution from cars is harmful to both our health and the environment .
Conclusion
- The conclusion of an essay is usually easy to write. By the time you reach the end , you will already know what the main points of the essay are, so, it will be easy for you to write a summary of the essay and finish with some kind of final comment, which are the two components of a good conclusion.
The concluding paragraph consists of the following two parts: (1) a summary of the main points and (2) your final comment on the subject..
It is important at the end of the essay to summarize the main points. If your thesis statement is detailed enough, then, your summary can just be a restatement of your thesis using different words. The summary should include all the main points of the essay, and should begin with a suitable transition signal. You should not add any new information at this point.
The following is an example of a summary for a short essay on cars:
In conclusion, while the car is advantageous for its convenience, it has some important disadvantages, in particular the pollution it causes and the rise of traffic jams.
Although this summary is only one sentence long, it contains the main ideas from all three paragraphs in the main body . it also has a clear transition signal (‘In conclusion’) to show that this is the end of the essay
Final comment
Once the essay is finished, and the writer has given a summary, there should be a kind of final comment about the topic. This should be related to the ideas in the main body. Your final comment might:
& offer any solutions to any problems mentioned in the body;
& offer recommendations for future action;
& give suggestions for future research
Here is an example of a fonal comment for the essay on cars:
If countries can invest in the development of technology for green fuels, and if car owners can think of alternatives such as car sharing, then, some of these problems can be lessened.
This final comment offers solutions, and is related to the ideas in the main body. One of the disadvantages in the body was pollution , so the writer suggests developing ‘green fuels’ to help tuckle this problem. The second disadvantage was traffic congestion, and the writer again suggests a solution , ‘car-sharing’. By giving these suggestions rtelated to the ideas in the main body, , the writer has brought the essay to a successful close.
Transitions
Transition signals, along with repeated words and reference words, are one of the main ways to achieve good coherence in your writing. They are therefore a way to help ensure that your ideas and sentences cohere or ‘stick together’. Transition signals are used to signal relationships between ides in your writing. For example, the transition signal ‘for example’ is used to give examples, while the word ‘while’ is used to show a contrast. In addition, there are phrases like ‘in addition’ for adding new ideas. Likewise, there are words such as ‘likewise’ to connect similar ideas.
In general, transition signals can be divided into three types: (1) sentences connectors , (2) clause connections (3) other connectors
Sntence connectors are used to connect two sentences together
——transition signals are very useful. However, they should not be used to begin every sentence.
——clause connectors are used to connect two clauses together to form one sentence.
—–Transition signals are very useful, but they should not be used to begin every sentence.
——other connectors follow different grammar patterns.
Despite their importance in achieving cohesion, transition signals should not be used to begin every sentence.
Writing
Assignment 1 (marketing and Essay-Writing)
In –Class Essay
Do advertisements need to include all three persuasion techniques (ethos, pathos, and logos) to be convincing?
In other words, in order to make consumers buy a product, is it important to show that the brand is credible, to appeal to people’s emotions, and to use facts and statistics all, or could an advertisement only use one and still be convincing?
Your essay must have an introduction (including a thesis statement), a body (including topic sentences) and conclusion (including your final opinion)
Discuss at least two of thye advertisements we watched in class today ( I will send you the links)
You may prepare your points beforehand, but you will not be allowed to bring in notes toi class next week.
Assignment 2 (Marketing):
Question1: Which one of the following techniques is used in marketing to demonstrate : fairness and expertise?
-a: Ethos
-b: Pathos
-c: Logos
Question 2: Which one of the following techniques is used in marketing to arouse pity or anger in an audience?
-a: Ethos
-b: Pathos
-c: Logos
Question 3: Which one of the following techniques relies on reasoning such as statistics or on facts to convince the audience to purchase or to do things?
-a: Ethos
-b: Pathos
-c: Logos
Question 4: Read the extract of a text below and then choose the item that best corresponds to the technique used by the writer to achieve a particular goal:
‘As a dentist, I see this problem a lot. I recommend using sensitive toothpaste.
(He knows his dinosaur fossils. He has been a leading pathology researcher for 20 years)’
-a: Ethos
-b: Pathos
-c: Logos
Justify your choice: ………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………….
Question 5: Read the extract of a text below and then choose the item that best corresponds to the technique used by the writer to achieve a particular goal:
People who eat chocolate are 72% happier than those who don’t. So we should eat chocolate everyday.
-a: Ethos
-b: Pathos
-c: Logos
Justify your answer:…………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………
Question 6 (Rating Scales):
Please, Express how much you agree or disagree with the following statement by encircling the numbered box on a scale of 1 (I strongly disagree) to 5 (I strongly agree): 1: I strongly disagree; 2: I disagree ; 3: I am undecided; 4: I agree ; 5: I strongly agree
Should Edmodo be formerly used online, exams would be easier [1 ] [2 ] [ 3] [4 ] [5 ].
Explain your choice…………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………..
Question 7: You are required to either download an advertisement or to draw one yourself and then to try to persuade an audience of your choice relying either on ethos or on pathos or on logos to behave according to what is visualized on the ad.
Section 4: Business:
Business Organizations and Articles Relevant to Their Their Organization
Sole Proprietorship https://businessjargons.com/sole-proprietorship.html
Definition: As the name suggests, ‘sole’ means ‘only one’ and ‘proprietorship’ implies ‘ownership’. Hence, a sole proprietorship is a form of business organisation, wherein a single person owns, manages and controls, all the business activities and the individual who operates the business is called as a sole proprietor or, a sole trader.
In this business unit, the sole proprietor is exclusively responsible for employing capital to commence business, bearing all the risk of the enterprise and also for managing all the activities single-handedly. And to do so, he/she pools and arranges various resources in an organised way, with the sole aim of earning profit. The owner is exclusively responsible for all the decisions.
All the profits earned by the business goes to sole trader’s pocket, and he is solely responsible for the loss suffered.
The Characteristics of Sole Proprietorship
- Single Ownership: It is a type of business unit, in which a single person owns the entire business, i.e. all the assets and property belongs to the proprietor. Accordingly, he bears all the risk associated with the enterprise. Hence, the business ends up at his will or on his demise.
- No sharing of Profit and Loss: Whatever income generated from the sole proprietorship business, it belongs to the sole proprietor only. Consequently, he alone bears all the losses incurred by the firm. There is no sharing of the business profits and losses.
- One man’s capital: The capital required to start the business or to continue operations, is arranged and brought to the business by the sole proprietor only, either from his personal resources or by borrowing, i.e. from the bank, financial institutions, friends, relatives, etc.
- Unlimited Liability: This is one of the major con of sole proprietorship business, i.e. the liabilities are unlimited. In the event of loss, the personal assets of the proprietor along with the business assets can be utilised to discharge the dues of business.
- Less Legal Formalities: The legal requirements for formation, operation and closure of a sole tradership business is almost nil, even it does not need registration. Although for the purpose of business, it can be registered with local self-government, and obtain a certificate of registration.
- One man Control: As only one person is in charge of all the activities, he has full fledged control over it. Thus, the sole proprietor takes all the decision and execute it, in the manner he wants.
There is no legal distinction between the proprietor and business; they are one and the same thing in the eyes of the law. Sole proprietor uses his own skills, intelligence and expertise to operate the business.
The Merits of Sole Proprietorship
- Easy formation and closure
- Direct motivation
- Maintenance of business secrets
- Quick decision and prompt action
- Better control
- Flexibility in operation
- Least record keeping
- Close personal relation
A sole proprietorship is among the oldest and simplest business forms wherein, only one man heads the entire show. Some common examples of sole proprietorship business are grocery shop, chemist shops, beauty parlours, fabrication units and so on.
Demerits of Sole Proprietorship
- Limited resources
- Limited managerial ability
- Lack of continuity
- Limited size
- Unlimited liability
In spite of various shortcomings, many businesspersons choose sole proprietorship business, especially startup founders, due to its inherent benefits. Such business is appropriate where the market for the product is limited or when the customers demand personalised services. It also suits to the businesses where manual skills are required or where the capital required to start the business is relatively small and does not involve a high degree of risk.
For ample info on soleproprietorship, consult the following link : https://businessjargons.com/sole-proprietorship.html
Partnership
Definition: The term partnership, is used to mean a business structure wherein two or more individuals, come together for undertaking a lawful business and have agreed to share the profits and losses arising from it. The management and operation of the business should be performed either by all the partners or any of them, acting for all the partners.
The Partnership is the relation which subsists between individuals, who have decided to pool their money, skill and resources in business, to share profits and losses, in an agreed ratio. The members of a partnership, are jointly known as the partnership firm and severally known as partners. In India, it is governed by the Indian Partnership Act, 1932 and is formed as per the provisions of the act. It is started through a legal agreement between partners, called as partnership deed. It lays down the terms and conditions regulating partnership, such as profit and loss sharing ratio, nature of the business, duration of business, duties and obligations of partners, capital contributed by each partner, manner of conducting business and so on.
The Characteristics of Partnership
Logos
- *Membership: At least two persons are required to begin a partnership while the maximum number of members is limited to100. Further, all the individuals entering into partnership must be legally competent to do so, as they have to enter into a contract to become partners. Thus, minors, insolvent and lunatic persons cannot become members, but a minor can be admitted to partnership, to share profits.
- Unlimited liability: The members of a partnership have unlimited liability, i.e. they are collectively and individually liable for the firm’s debts and obligations. So, if in case business assets are not adequate to repay liabilities, personal assets of all or any partner can be claimed by the creditors to realise the outstanding amount.
- Sharing of profit and loss: The main purpose of the partnership is to share profit in the agreed ratio. However, in the absence of any agreement between partners, the business profits or losses are divided equally among all the partners.
- Mutual Agency: The partnership business is undertaken by all the partners or any of the partner, who acts on behalf of all the partners. So, every partner is a principal as well as an agent. Further, the acts of partners bind each other as well as the firm.
- Voluntary Registration: The registration of partnership is not mandatory, but it is recommended, as it offers certain benefits, e.g.in case of any conflict among partners, any partner can file suit against other partner or if there is any dispute between firm and outside party, then also the firm can file a case against that party.
- Continuity: There is a lack of continuity in partnership, like death, bankruptcy, retirement or insanity of any partner can lead thepartnership to end. Although, if the remaining partners want to continue operations, they can do so by a fresh agreement.
- Contractual Relationship: The relation subsisting between partners is due to the contract, which may be oral, written or implied.
- Transfer of interest: Mutual consent of all the partners is a must for transferring the interest in the firm to any external party.
In a partnership, the decision making is done with the mutual consent of all the partners. They share among themselves the decision making and control of the regular business operation.
For ample info on partnership, consult the following link : https://businessjargons.com/partnership.html
What is a Corporation?
Definition: A corporation is a legal form of business that is separate from its owners. In other words, it’s a business that is a separate legal entity from its shareholders.
The basic corporate structure consists of the shareholders, board of directors, and officers. The shareholders are the investors and people who actually own the company. They purchased the stock and legally own the assets of the business. Since there are often thousands or millions of shareholders, they can’t run the business on a day-to-day basis.
What Does Corporation Mean?
Instead, they gather at least once a year and elect a number of individuals to the board of directors. The board has many responsibilities, but the main one is to appoint the officers of the company. The CEO, CFO, and COO are not elected by the shareholders themselves, but the board appoints them to run the day-to-day operations of the company.
Example
A corporation is the most common form of business in the US because of its ease of formation and limited liability protection. Corporations are established when the owners, called shareholders, file the articles of incorporation with a state. Each state has slightly different rules that govern how these companies must operate in their state and what fees they must pay.
The articles of incorporate lay out the structure of the company including the number of shares that will be authorized as well as the meeting and board of director information.
A corporation is unique to other forms of business like sole proprietorships because it is recognized as a separate legal entity from its shareholders. Thus, it has the benefits of limited liability protection. This means that third parties can’t file a lawsuit against the company and collect damages from the shareholders. The owners will never be held personally liable for what the company does. The most they can lose is their investment in the business if the company goes bankrupt.
For ample information on corporation, consult the following link : https://www.myaccountingcourse.com/accounting-dictionary/corporation
Assignment 1 (Business Organizations):
Question 1 ( Diachotomous): Is a soleproprietorship an artificial person?
-a: Yes
-b: No
Explain your choice: ……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………..
Question 2: Is a partnership a natural person?
-a: Yes
-b: No
Explain:
……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………..
Question 3 ( Dichotomous): Is a corporation an artificial person?
-a: Yes
-b: No
Explain:
……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………..
Question 4 (Diachotomous): A soleproprietorship, a partnership and a corporation have limited liability:
-a: Yes
-b: No
Explain ………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………..
Question 5: (Multiple Choice): Which one of the following statements is not correct?
-a: A privately owned corporation always opens the possibility for the public to invest at the stock exchange.
-b: A privately owned corporation is owned by a limited number of owners, whereas a publicly owned corporation could be owned by a large number of shareholders/stockholders.
-c: Any corporation is managed on the basis of bylaws.
Explain: ……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………..
Question 6 (Multiple Choice Questions): Which of the following statements is not correct?
-a: the roles of the board of directors, of the chief executive officer and of senior staff are specified in bylaws.
-b: the board of directors recruits, selects, employs and it evaluates the Chief Executive Officer (CEO).
-c: In the event of the CEO’s leaving the corporation, it is incumbent on the board of directors to conduct a succession planning that targets substitution.
-d: One third of new board members of the board of directors is identified for election during the current year as part of the board’s succession planning.
-e: The Board’s nominating process ensures that the Board remains appropriately diverse with respect to representation of programs, gender, ethnicity, culture, economic status, disabilities, skills and/expertise.
-f: Each Board member is supposed to dispose of a Board operations manual and to be aware of its contents.
-g: In USA, any corporation is supposed to dispose of at least the minimum number of members of the Board of directors as required by their bylaws, federal statute or state/provincial statute.
–h: Members of the board of directors meet regularly and they are given some materials in advance of the meeting.
– i: Board meetings pave the way for decisions
-j: Board members are supposed to pay fees to the corporation to which they belong.
-k: The Board of directors are supposed to approve fiscal policies and the annual budget.
-l: The board of directors ensure that employment practices are fair.
-m: The board of directors adhere to the general and extraordinary assemblies.
Explain: ………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………..
Question 7 (Multiple Choice Questions) : Which one of the following statements is not correct?:
-a: Limited partners are liable only up to the amount they have invested in a partnership.
-b: A partnership dissolves when a partner either dies or when he/she leaves the partnership unless the parntnership agreement decides otherwise.
-c: Sleeping partners do not share profit with active partners and contribute skills depending on the partnership agreement.
Explain:………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………..
Question 8 (Multiple Choice Questions): Which one of the following statements is not correct?:
-a: Shareholders are liable only up to the amount they have invested in a corporation.
-b: Shareholders/stockholders can sell their shares/stocks on the secondary market.
-c: Shareholders/stockholders are individually liable.
Explain: ………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………..
Question 9 (Rating Scales questions):
Please, Express how much you agree or disagree with the following statement by encircling the numbered box on a scale of 1 (I strongly disagree) to 5 (I strongly agree): 1: I strongly disagree; 2: I disagree ; 3: I am undecided; 4: I agree ; 5: I strongly agree
Like a corporation, a partnership, not individuals in it, should be liable for any debt [1 ] [2 ] [ 3] [4 ] [5 ].
Explain ………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………..
Section 5: Bylaws, Articles of Incorporation and Articles of Incorporation
Articles of Association https://businessjargons.com/articles-of-association.html
Definition: The Articles of Association or AOA are the legal document that along with the memorandum of association serves as the constitution of the company. It is comprised of rules and regulations that govern the company’s internal affairs.
The articles of association are concerned with the internal management of the company and aims at carrying out the objectives as mentioned in the memorandum. These define the company’s purpose and lay out the guidelines of how the task is to be carried out within the organization. The articles of association cover the information related to the board of directors, general meetings, voting rights, board proceedings, etc.
The articles of association are the contracts between the shareholders and the organization and among the shareholder themselves. This document often defines the manner in which the shares are to be issued, dividend to be paid, the financial records to be audited and the power to be given to the shareholders with the voting rights.
The articles of association can be considered as the user manual for the organization that comprises of the methodology that can be used to accomplish the company’s day to day operations. This document is a binding on the shareholders and the organization and has nothing to do with the outsiders. Thus, the company is not accountable for any claims made by any external party.
The articles of association is comprised of following provisions:
- Share capital, call of share, forfeiture of share, conversion of share into stock, transfer of shares, share warrant, surrender of shares, etc.
- Directors, their qualifications, appointment, remuneration, powers, and proceedings of the board of directors meetings.
- Voting rights of shareholders, by poll or proxies and proceeding of shareholders general meetings.
- Dividends and reserves, accounts and audits, borrowing powers and winding up.
It is mandatory for the following types of companies to have their own articles:
- Unlimited Companies: The article must state the number of members with which the company is to be registered along with the amount of share capital, if any.
- Companies Limited by Guarantee: The article must define the number of members with which the company is to be registered.
- Private Companies Limited by Shares: The private company having the share capital, then the article must contain the provision that, restricts the right to transfer shares, limit the number of members to 50, prohibits the invitation to the public for the further subscription of shares in the form of shares or debentures.
Note: In the case of a public company limited by shares, the articles may be framed by the company itself or in case company does not register articles then it might adopt all of any of the regulations as contained in Table A in the Companies Act.
Memorandum of Association https://businessjargons.com/memorandum-of-association.html
The memorandum of association is the most important document that needs to be formulated with utmost care. It is the document that governs the relationship between the company and the outside. Memorandum of Association serves as the constitution of the company that defines all the rules and regulations that must be complied by every company. It is mandatory for every company that wants to get registered as a private/public limited to prepare the memorandum of association.
Once the document is prepared the company cannot perform anything beyond the limit as mentioned in the memorandum of association. Thus, this is considered as a supreme document and comprises of following important clauses:
- Name Clause: The name of the company that must end with the term “limited”. Also, it must be ensured that the name selected for the company should not resemble with the name of any existing company.
- Registered Office Clause: This clause requires to mention the registered office address of the company.
- Objective Clause: The objective clause requires to mention clearly the objective behind the incorporation of the company, i.e. the purpose for which the company is being established.
- Liability Clause: This clause requires to mention the extent to which the shareholders are liable to pay off the debt obligations in the event of the dissolution of the company.
- Capital Clause: Company’s authorized capital along with the nominal value of all kinds of shares need to be disclosed here. Also, the company is required to state the list of its assets over here.
- Association Clause: As per this clause, the willingness of shareholders is required with respect to their association with the company. For a public limited company minimum, seven members are required to sign the memorandum, whereas in a case of a private limited company minimum two members are required to do the same.
Note: This document is required to be published and presented to the shareholders, creditors and others associated with the company so that everybody knows the lines on which a company shall operate.
What are Bylaws ?
Bylaws also spelled as “by-laws” are the rules a corporation sets. They are established by the board of directors during the time the corporation is being formed.12 min read
Bylaws, also spelled as “bylaws,” are the rules a corporation sets. They are established by the board of directors during the time the corporation is being formed. This process is called incorporation, and one of the first tasks of this new corporation will be to form corporate bylaws. Written bylaws tell organizations how to handle any new issues or situations that might arise. Having bylaws in place will save time that would’ve been spent on trying to work out complications within the company. It will also help keep things running smoothly and define goals or missions.
What Do Bylaws Do?
Bylaws will define things like the company’s purpose, official name, officers’ titles and responsibilities, requirements for membership, how the officers will be assigned, how meetings will be conducted, and how often these meetings will be held. Bylaws will dictate the way the group functions in addition to what the roles and responsibilities of the officers will be. They help lay out an organization map, so everyone will know what the purpose and the daily operations are.
Sample Bylaws
These bylaws have been prepared as a guideline for chambers of commerce that are either preparing a bylaw document for the first time or are revising an existing document. Taken from a wide range of existing formats used by chambers, the most important provisions for a solid set of bylaws are presented here. Chambers can adapt the wording and format to their individual needs. The blank spaces allow for chambers to insert numerical information relevant to their organizations.
ARTICLE I
General Section 1: Name This organization is incorporated under the laws of the state of _________ and shall be known as the _________ Chamber of Commerce, Incorporated.
Section 2: Purposes (include details and specifics to reflect the purposes of the organization.)
The __________ Chamber of Commerce is organized to achieve these objectives: (1)preserving the competitive enterprise system of business by creating a better understanding and appreciation of the importance of business people and a concern for their problems; educating the business community and representing it in city, county, state, and national legislative and political affairs; preventing or addressing controversies if they are detrimental to the expansion and growth of business in the community; creating a greater appreciation of the value of a more liberal investment of substance and self on behalf of the interests of competitive business. (2) Fostering business and community growth and development through economic programs designed to strengthen and expand the income potential of all businesses in the trade area; promoting programs of a civic, social, and cultural nature that are designed to increase the functional and aesthetic values of the community; and discovering and correcting abuses that prevent the advancement of business expansion and community growth.
Or
The __________ Chamber of Commerce is organized to advance the general welfare and prosperity of the __________ area so that its citizens and all areas of its business community shall prosper. All necessary means of promotion shall be provided, and particular attention and emphasis shall be given to the economic, civic, commercial, cultural, industrial, and educational interests of the area.
Section 3: Area (Identify area served)
The __________ area or __________ economic region shall include the cities (or communities) of __________, and __________ and the counties of __________ and __________.
Section 4: Limitation of Methods
The __________ Chamber of Commerce shall observe all local, state, and federal laws that apply to a nonprofit organization as defined in Section 501(c)(6) of the Internal Revenue Code.
ARTICLE II
Membership
Section 1: Eligibility
Any person, association, corporation, partnership, or estate having an interest in the objectives of the organization shall be eligible for membership.
Section 2: Election (how an application is made, received, and approved)
Applications for membership shall be in writing on forms provided for that purpose and signed by the applicant. Election of members shall be by the board of directors at any meeting thereof. Any applicant so elected shall become a member upon payment of the regularly scheduled investment as provided in Section 3 of Article II.
Section 3: Investments
Membership investments shall be at such rates, schedule, or formula as may be from time to time prescribed by the board of directors, payable in advance.
Section 4: Termination (resignation, expulsion, and delinquency)
(1)Any member may resign from the chamber upon written request to the board of directors; (2) any member shall be expelled by the board of directors by a two-thirds vote for nonpayment of dues after 90 days from the date due unless otherwise extended for good cause; (3) and any member may be expelled by a two-thirds vote of the board of directors, at a regularly scheduled meeting thereof, for conduct unbecoming a member or prejudicial to aims or repute of the chamber, after notice and opportunity for a hearing are afforded the member complained against.
Section 5: Voting
In any proceeding in which voting by members is called for, each member in good standing shall be entitled to cast 1 vote.
Or
In any case proceeding in which voting by members is called for, each member shall be entitled to 1 vote, and each member firm, association, or corporation shall be entitled to the number of votes determined by the amount of investment paid, not to exceed 10 votes.
Section 6: Exercise of Privileges (assignment of membership and any limitations)
Any firm, association, corporation, partnership, or estate-holding membership may nominate individuals whom the holder desires to exercise the benefits covered by its membership and shall have the right to change its
nomination upon written notice.
Section 7: Orientation (indicate areas of complete orientation and ensure that detailed outlines of each group are part of the procedures manual.)
At regular intervals, orientation on the purposes and activities of this organization shall be conducted for the following groups: new officers and directors and current officers and directors, committee chair, committees, and new members. A detailed outline for each of these groups shall be a part of the organization’s procedures manual or orientation handbook.
Section 8: Honorary Membership
Distinction in public affairs shall confer eligibility to honorary membership. Honorary members shall have all the privileges of members except the right to vote and shall be exempt from payment of dues. The board of directors shall confer or revoke honorary membership by a majority vote.
Article III
Meetings
Section 1: Annual Meeting
The annual meeting of the corporation, in compliance with state law, shall be held during (month) of each year. The time and place shall be fixed by the board of directors and notice thereof mailed to each member at least 10 days before said meeting.
Section 2: Additional Meetings (general membership, board, and committee meetings)
General meetings of the chamber may be called by the chair of the board at any time, or upon petition in writing of any (number or percentage of members in good standing): notice of special meetings shall be mailed to each member at least 5 days prior to such meetings; board meetings may be called by the chair of the board or by the board of directors upon written application of 3 members of the board. Notice, including the purpose of the meetings, shall be given to each director at least 1 day prior to said meeting; committee meetings may be called at any time by the chair of the board, respective department vice chair, or by the committee’s chair.
Section 3: Quorums
At any duly called general meeting of the chamber (number or percentage of), members shall constitute a quorum; at a board meeting, a majority of directors present shall constitute a quorum. At committee meetings, a majority shall constitute a quorum except when a committee consists of more than 9 members. In that case, 5 shall constitute a quorum.
Section 4: Notices, Agendas, and Minutes
Written notice of all chamber meetings must be given at least ____ days in advance, unless otherwise stated. An advance agenda and minutes must be prepared for all meetings. A detailed outline for preparation of both shall be a part of the organization’s procedures manual.
Article IV
Board of Directors
Section 1: Composition of the Board
The board of directors shall be composed of ____ members, one-third of whom shall be elected annually to serve for 3 years or until their successors are elected and have qualified. The incoming chair of the board may appoint, subject to the approval of the board from 3 to 6 members to the board to serve one-year terms. The past chair and the president shall serve as members of the board.
The government and policy-making responsibilities of the chamber shall be vested in the board of directors, which shall control its property, be responsible for its finances, and direct its affairs.
Section 2: Selection and Election of Directors
A. Nominating Committee.
At the regular (month) board meetings, the chair of the board shall appoint, subject to approval of the board of directors, a nominating committee of (number) members of the chamber. The chair of the board shall designate the chair of the committee.
Prior to (date), the Nominating Committee shall present to the president a slate of (number of vacancies) candidates to serve 3 year terms to replace the directors whose regular terms are expiring. Each candidate must be an active member in good standing and must have agreed to accept the responsibility of a directorship. No board member who has served two consecutive 3-year terms is eligible for election for a third term. A period of 1 year must elapse before eligibility is restored.
B. Public Notice of Nominations.
Upon receipt of the Nominating Committee’s report, the president shall immediately notify the membership by mail of the names of persons nominated as candidates for directors and the right of petition.
C. Nominations by Petition.
Additional names of candidates for directors can be nominated by petition bearing the genuine signatures of at least (number) qualified members of the chamber. Such petition shall be filed with the Nominating Committee within 10 days after notice has been given of the names of those nominated. The determination of the Nominating Committee as to the legality of the petition(s) shall be final.
D. Determination.
If no petition is filed within the designated period, the nominations shall be closed and the nominated slate of (number of vacancies) candidates shall be declared elected by the board of directors at their regular (month) board meeting.
If a legal petition shall present additional candidates, the names of all candidates shall be arranged on a ballot in alphabetical order.
Instructions will be to vote for (number of vacancies) candidates only. The president shall mail this ballot to all active members at least 15 days before the regular (month) board meeting. The ballots shall be marked in accordance with instructions printed on the ballot and returned to the chamber office within 10 days. The board of directors shall at its regular (month) board meeting declare the (number) candidates with the greatest number of votes elected.
E. Judges.
The chair of the board shall appoint, subject to the approval of the board of directors, at least 3, but not more than 5, judges who are not members of the board of directors or candidates for election. One will be designated chair. Such judges shall have complete supervision of the election, including auditing the ballots. They shall report the results of the election to the board of directors.
Section 3: Seating of New Directors
All newly elected and appointed board members shall be seated at the regular (month) board meeting and shall be participating members thereafter. Retiring directors shall continue to serve until the end of the program year.
Section 4: Vacancies
A member of the board of directors who shall be absent from 3 consecutive regular meetings of the board of directors shall automatically be dropped from membership on the board unless confined by illness or other absence approved by a majority vote of those voting at any meeting thereof.
Vacancies on the board, or among the officers, shall be filled by the board by a majority vote.
Section 5: Policy (statements of position on issues)
The board of directors is responsible for establishing procedure and formulating policy for the organization. It is also responsible for adopting all policies of the organization. These policies shall be maintained in a policy manual to be reviewed annually and revised as necessary.
Section 6: Management
The board of directors shall employ a president (or appropriate title) and shall fix the salary and other considerations of employment.
Section 7: Indemnification
The chamber may, by resolution of the board of directors, provide for indemnification by the chamber of any and all current or former officers, directors, and employees against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which any of them are made parties, or a party, by reason of having been officers, directors, and employees of the chamber, except in relation to matters as to which such individuals shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct.
Article V
Officers
Section 1: Determination of Officers
The board of directors (new and retiring) at its regular (month) meeting shall reorganize for the coming year. The Nominating Committee for directors shall also nominate officers each year. At this meeting, the board shall elect the chair of the board, chair-elect, as many vice chair as deemed necessary to conduct the activities of the chamber, and the treasurer. Officers will be elected from members of the new board. All officers shall take office on the first day of the new fiscal year and serve for a term of 1 year or until their successors assume the duties of office. They shall be voting members of the board of directors.
Section 2: Duties of Officers
A. Chair of the Board. The chair shall serve as the chief elected officer of the chamber of commerce and shall preside at all meetings of the membership, board of directors, and Executive Committee.
The chair of the board shall, with advice and counsel of the president, assign the vice chair to divisional or departmental responsibility, subject to board approval. The chair of the board shall, with advice and counsel of the vice chairmen and the president, determine all committees, select all committee chair, assist in the selection of committee personnel, subject to approval of the board of directors.
B. Chair-Elect. The chair-elect shall exercise the powers and authority and perform the duties of the chair in the absence or disability of the chair. The chair-elect shall also serve as head of the Program of Work Committee of the chamber. As such, the chair- elect and the committee will be responsible for determining that the program activities of the chamber are of such duration as is required, at all times being alert to ensure that the activities of the chamber are directed toward achieving business and community needs in the area served by the chamber.
C. Vice Chair. The duties of the vice chair shall be such as their titles by general usage would indicate, and such as required by law, as well as those that may be assigned by the chair and board of directors. They will also have under their immediate jurisdiction all committees pertaining to their general duties.
D. Treasurer. The treasurer shall be responsible for the safeguarding of all funds received by the chamber and for their proper disbursement. Such funds shall be kept on deposit in financial institutions or invested in a manner approved by the board of directors. Checks are to be signed by the treasurer and the president or, in the absence of either or both, by any two officers. The treasurer shall cause a monthly financial report to be made to the board.
E. President (or preferred title). The president shall be the chief administrative and executive officer. The president shall serve as secretary to the board of directors and prepare notices, agendas, and minutes of board meetings. The president shall serve as adviser to the chair of the board and Program of Work Committee on program planning and shall assemble information and data and prepare special reports as directed by the program of the chamber.
The president shall be a member of the board of directors, the Executive Committee, and all other committees.
With assistance of the divisional vice chair, the president shall be responsible for administration of the program of work in accordance with the policies and regulations of the board of directors.
The president shall be responsible for hiring, discharging, directing, and supervising all employees.
With the cooperation of the Program of Work Committee and the Budget Committee, the president shall be responsible for the preparation of an operating budget covering all activities of the chamber subject to approval of the board of directors. The president shall also be responsible for all expenditures with approved budget allocations.
Section 3: Executive Committee
The Executive Committee shall act for and on behalf of the board of directors when the board is not in session but shall be accountable to the board for its actions. It shall be composed of the chair of the board, past chair, chair-elect, vice chair, treasurer, and the president. The chair of the board will serve as chair of the Executive Committee.
Section 4: Indemnification
The chamber may, by resolution of the board of directors, provide for indemnification by the chamber any of its officers or former officers as spelled out in Article IV, Section 7 of these bylaws.
Article VI
Committees and Divisions
Section 1: Appointment and Authority
The chair of the board, by and with the approval of the board of directors, shall appoint all committees and committee chairs. The chair of the board may appoint such ad hoc committees and their chair as deemed necessary to carry out the program of the chamber. Committee appointments shall be at the will and pleasure of the chair of the board and shall serve concurrently with the term of the appointing chair of the board, unless a different term is approved by the board of directors.
It shall be the function of committees to make investigations, conduct studies and hearings, make recommendations to the board of directors, and carry out such activities as may be delegated to them by the board.
Section 2: Limitation of Authority
No action by any member, committee, division, employee, director, or officer shall be binding upon, or constitute an expression of, the policy of the chamber until it has been approved or ratified by the board of directors.
Committees shall be discharged by the chair of the board when their work has been completed and their reports accepted, or when, in the opinion of the board of directors, it is deemed wise to discontinue the committees.
Section 3: Testimony
Once committee action has been approved by the board of directors, it shall be incumbent upon the committee chair or, in their absence the individuals they designate as being familiar enough with the issue to give testimony, or make presentations before civic and governmental agencies.
Section 4: Division
The board of directors may create such divisions, bureaus, departments, councils, or subsidiary corporations it deems advisable to handle the work of the chamber.
The board shall authorize and define the powers and duties of all divisions, bureaus, departments, councils, and subsidiary corporations. The board shall annually review and approve all activities and proposed programs of such divisions, bureaus, departments, councils, or subsidiary corporations having bearing upon or expressive of the chamber unless approved by the board of directors.
Article VII
Finances
Section 1: Funds
All money paid to the chamber shall be placed in a general operating fund. Unused funds from the current year’s budget can be placed in a reserve account.
Section 2: Disbursements
Upon approval of the budget, the president is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the board of directors. Disbursements shall be by check.
Section 3: Fiscal Year
The fiscal year of the chamber shall close on (date).
Section 4: Budget
As soon as possible after the election of the new board of directors and officers, the Executive Committee (or Budget Committee if preferred) shall adopt the budget for the coming year and submit it to the board of directors for approval.
Section 5: Annual Audit
The accounts of the chamber of commerce shall be audited annually as of the close of business on (date ending fiscal year) by a public accountant. The audit shall at all times be available to members of the organization within the offices of the chamber.
Section 6: Bonding
The president and such other officers and staff as the board of directors may designate shall be bonded by a sufficient fidelity bond in the amount set by the board and paid for by the chamber.
Article VII
Dissolution
Section 1: Procedure
The chamber shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of said funds shall inure or be distributed to the members of the chamber. On dissolution of the chamber, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the board of directors as defined in IRS Section 501(c)(3).
Article IX
Section 1: Parliamentary Authority
The current edition of Robert’s Rules of Order shall be the final source of authority on all questions of parliamentary procedures when such rules are not consistent with the charter or bylaws of the chamber.
Article X
Amendments
Section 1: Revisions
These bylaws may be amended or altered by a two-thirds vote of the board of directors or by a majority of the members at any regular or special meetings, provided that notice for the meeting includes the proposals for amendments. Any proposed amendments or alterations shall be submitted to the board or the members in writing at least 10 days in advance of the meeting at which they are to be acted upon.
Adopted: (date) Amended: (date)
What Is a Board of Directors Election?
A Board of Directors election is an election where voting members elect new/returning Board members for their organization. These elections are very common, as most organizations have a Board of Directors. Since a Board has a heavy influence on the leadership of an organization, these elections are extremely important!
One of the things that makes a Board election different from a standard Executive Officer election is that often, Board of Director elections process involve multiple candidates running for multiple available seats on the Board. This is known as a “multi-winner” election (as opposed to a “single-winner” election). This makes Board elections similar to any election where you have multiple winners, such as electing Committee or Team Members.
Board members are usually given staggered terms in order to prevent all of the Board positions from being available for election at once. This ensures that there are always experienced, knowledgeable Directors on the Board, along with new Directors who can bring fresh ideas to the table.
An organization’s bylaws should contain specific information on how the Board of Directors are elected, the length of the term served for each Director, and how many voting members of the organization must vote in order for the Board of Directors election to be valid (i.e. quorum).
Possible Voting Methods for a Board of Directors Election
Click to view
Because Board elections can be multi-winner elections, you need a voting method that allows you to have multiple winners. ElectionBuddy’s plurality voting method will allow you to put multiple candidates up for multiple vacancies on the Board.
This also works for Committee or School Board elections, and any election where you are voting for multiple candidates in a multi-vacancy position.
ElectionBuddy has other voting methods that can be used in a multiple-candidate, multiple-vacancy position. These voting methods include:
Click to view
Preferential
We use STV to calculate the results for a multiple-vacancy preferential election. Preferential is an excellent option for multiple-winner elections because voters can indicate their preference for a specific candidate relative to the others. In contrast, with plurality, voters are only stating that the candidates they’ve chosen are preferred over the ones they didn’t — there is no way to gauge preference among the candidates they did choose. This gives a more precise picture of how the voters truly feel about the candidates.
VIDEO Cumulative : https://www.youtube.com/watch?v=vLnefLsBabY
Cumulative
Click to view
The cumulative voting method, like the preferential voting method, does allow for voters to express a more accurate degree of preference. This is because voters can cast more than one vote for any candidate that they really prefer over the others. ElectionBuddy will still pick multiple winners even if a voter can choose to vote for only one candidate.
Common Ballot Features Used in Board of Directors Elections
Common features used when building a ballot for a Board of Directors election process include:
- The “Abstain” option, which allows for voters to abstain from voting on the Board of Directors ballot question.
- Allowing for write-ins, which can be helpful in multiple ways. Along with providing an alternative voting opportunity for voters who do not like any of the candidate(s) listed for the Board of Directors position, it can also be useful for collecting nominations during the election process when not enough candidates are available to fill all the vacant seats on the Board.
- Random order of your listed candidates changes the order of the candidates each time a voter opens the ballot. This helps eliminate the Ballot Order Effect, which states that candidates are more likely to be voted for when their position on the ballot is higher in relation to the other candidates.
- Candidate profiles, which are an excellent way to inform your voters about the candidates running for the position. This allows them to make an educated choice on which candidate they should vote for without forcing them to leave the ballot to look up the information on a different web page.
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2019 ISBF Election for the open Board Positions
A total of 8 candidates have confirmed their interest in running for the open Board of Directors positions. To be inclusive of all member participation, we will conduct an online election.
The 2019 ISBF Election for the Board of Directors will be conducted electronically from September 15 – September 30, 2019. All members will receive a separate email to cast vote. The results will be announced at the Annual General Meeting during the 2019 Biofabrication Conference in Columbus, Ohio, as well as posting on the ISBF website.
The list of candidates is as follows. Please click on the name of candidates to view their biographies.
Americas
Asia-Pacific
- Jinah Jang, POSTECH, Korea
- Shoji Takeuchi, University of Tokyo, Japan
- Gordon G. Wallace, University of Wollongong, Australia
Europe
- Debby Gawlitta, University Medical Center Utrecht, The Netherlands
- Riccardo Levato, University Medical Center Utrecht, The Netherlands
- Aleksander Ovsianikov, TU Wien (Technische Universität Wien), Austria
Please contact James Yoo (jyoo@wakehealth.edu) for any questions or comments regarding the election.
Biography
Dr. Jinah Jang received her PhD from the Integrative Biosciences and Biotechnology Division at Pohang University of Science and Technology (POSTECH) (2015) in the Republic of Korea and trained as postdoctoral fellow at the Department of Mechanical Engineering at POSTECH (2015–2016) and Institute for Stem Cell and Regenerative Medicine and Department of Pathology and Bioengineering at the University of Washington (2016–2017). She joined POSTECH in the spring of 2017 as an assistant professor in the Creative IT Engineering, Mechanical Engineering, and School of Interdisciplinary Bioscience and Bioengineering. POSTECH is #1 in terms of university–industry collaboration according to the Times Higher Education (THE) 2017 ranking, #1 among the top 100 universities under 50 years old (Young University) rankings according to THE for three consecutive years (2012–2014), and #3 in the world according to the world’s best small universities in 2019. She has published 48 peer-reviewed articles in journals including Nature Communications, Nature Biomedical Engineering, Advanced Functional Materials, Biomaterials, Biofabrication, and Acta Biomaterialia. Her h-index and citations (calculated by Google Scholar) are 22 and 2,333, respectively (as of August 30, 2019). In addition, she co-authored five book chapters. She currently serves as an Editorial Board Member of Journal of Korean Society for Precision Engineering and as the Associate Editor of IEEE International Conference on Cyborg and Bionic Systems in 2018. She has also organized three conference sessions entitled “Bioprinting for Regenerative Medicine Applications,” at the 39th Annual International Conference of the IEEE Engineering in Medicine and Biology Society, 2018 IEEE International Conference on Cyborg and Bionic Systems, and 2019 IEEE Nanomed. She has served as a board member of academic societies including the Korean Society for Precision Engineering and the Korean Society for Organoid. In particular, she served as one of the representative secretariats to organize the annual ISBF conference (International Conference on Biofabrication 2014) in Pohang, Korea. (http://biofabrication2014.postech.ac.kr/sub01/sub01.php) She has received numerous awards including the ISBF young scientist award in 2014. She has served as a journal reviewer for over 20 journals including Advanced Functional Materials, Advanced Materials, Trends in Biotechnology, Biomaterials, Biofabrication, Drug Discovery Today, Acta Biomaterialia, Advanced Healthcare Materials, ACS Biomaterials Science & Engineering, and Materials. She has delivered numerous invited presentations at technical conferences and seminars at universities. Her research interests lie in engineering functional human tissues, particularly for cardiovascular and pancreatic tissues and using high-performance stem cells and printable biomaterials in 3D bioprinting. Since the ISBF meeting started in 2010, she has been selected and given three oral presentations (2013 in El Paso, 2014 in Pohang, and 2017 in Beijing). In addition, she registered and participated in a conference held in Wurtzburg last year (2018) and her students and postdoc gave podium presentations at the conference. In particular, she has good experience of participating in ISBF meetings because this society has tremendous potential to make a real impact in the field of cell and tissue engineering and provide strategic methods of clinical translation with academic rationale. Her administrative (as a conference secretariat) and technical experience will prove useful to the ISBF, which is why she would like to apply for an ISBF board membership position.
REGULATIONS OF THE GENERAL ASSEMBLY
§ 1
General Provisions
- These Regulations sets forth an organization and course of meetings of the Ordinary and Extraordinary General Assembly of Mining Tools And Equipment Factories Capital Group FASING Plc.
- The General Assemblies debate in accordance with the rules under the Code of Commercial Companies, the Company’s Articles of Association and these Regulations, and with respect to the corporate governance rules established for the listed companies.
§ 2
Convening of the General Assembly meeting
- The Ordinary General Assembly meeting shall be convened by the Board of Directors.
- The Supervisory Board shall be empowered to convene the Ordinary General Assembly meeting, if the Board of Directors fails to convene it within a period set forth in the Articles of Association.
- The Extraordinary General Assembly meeting shall be convened by:
a) the Board of Directors on its own initiative,
b) the Board of Directors on application of the shareholders representing at least one twentieth of the initial capital, within 2 weeks of the application submission date,
c) the Supervisory Board if it thinks it is recommended to do so,
d) the Shareholders representing at least one half of the initial capital or at least a half of the whole votes in the company.
§ 3
Request of convening the Extraordinary General Assembly meeting by the Shareholders
- A Shareholder or Shareholders representing at least one twentieth of the initial capital may request to convene the Extraordinary General Assembly meeting as well as place particular matters in the agenda. Such a request and its justification shall be submitted to the Board of Directors in writing or in electronic form within one month prior to the proposed date of the General Assembly meeting.
- The General Assembly convened on application of the Shareholders shall be held on the date indicated in the application, and shall there occur any impediments, it shall be held at the earliest convenience enabling a resolution of the submitted matters.
- If within two weeks of the date of submitting the application to the Board of Directors, the Extraordinary Assembly meeting is not convened, the Shareholders who submit the application may be authorized by the Registration Court to convene the General Assembly.
§ 4
Announcement
- The General Assembly meeting shall be convened through the announcement on the company’s website and in a manner stipulated for announcing current information in accordance with the regulations of the public offering and terms and conditions of implementing financial instruments to the organized trade system, and of public companies.
- The announcement as referred to in the above section shall be published at least 26 days prior to the date of the General Assembly meeting.
- The announcement of convening the General Assembly meeting shall conform to the requirements stipulated in art. 4022 of the Code of Commercial Companies and shall include at least information indicated in this regulation.
- In the case of an intended amendment of the Articles of Association, so far binding provisions and proposed amendments shall be quoted. Shall this be justified by a considerable scope of the intended amendments, the announcement shall include a draft of the new unified text of the Articles of Association, with a list of new or amended provisions of the Articles of Association.
- The company has its own website and beginning from the date of convening the General Assembly meeting publishes there the following:
a) The announcement of convening the General Assembly meeting,
b) Information of the general number of shares in the company and a number of votes from these shares at the announcement date,
c) Documentation which should presented on the General Assembly meeting,
d) Drafts of resolutions or, if the resolutions are not planned to be passed, remarks to the Board of Directors or the Supervisory Board concerning the matters introduced to the agenda of the General Assembly meeting or matters that are supposed to be introduced to the agenda prior to the date of the General Assembly meeting,
e) Forms enabling the execution of the right to vote through a proxy, if they are not sent directly to all shareholders.
§ 5
Participation in the General Assembly meeting
- Only those persons are authorized to participate in the General Assembly meeting, who are the shareholders of the company 16 days prior to the date of the General Assembly meeting (a date of the registration of a participation on the General Assembly meeting).
- Bearer shares being in a form of a document give the right to participate in the general assembly of the public company, if the documents of shares are submitted in the company not later that on the day of the registration of a participation in the General Assembly meeting and are not collected before the end of that day. A certificate of which it is said in art. 4023 of the Code of Commercial Companies may be submitted instead of the shares.
- Not earlier than after an announcement of convening the General Assembly meeting and not later than one weekday after the stipulated record date, the shareholders submit to the entities running their accounts of securities, a request of issuing personal certificate constituting a base of placing the shareholder on the list of authorized persons to participate in the General Assembly meeting. The entity issues a personal certificate for the shareholder with a right to participate in the general assembly meeting of a company – a scope of information included in the a.m. personal certificates is stipulated in the art. 4063 of the Code of Commercial Companies.
- The Members of the Supervisory Board and the Board of Directors shall be present at the General Assembly and those who are absent shall submit a written justification.
- The expert auditor shall be present at the Ordinary General Assembly meeting and at the Extraordinary General Assembly meeting, if the financial matters of the Company are supposed to be the subject of the meeting.
- The members of the Company’s authorities whose mandates expired prior to the date of the General Assembly meeting and the persons invited by the Board of Directors, are allowed to take part in the General Assembly meeting.
- The Members of the Supervisory Board and the Board of Directors and the Company’s expert auditor shall provide the General Assembly participants with explanations and information concerning the Company, within their competences and in the scope necessary to resolve the matters, being the subject of the meeting, taking into consideration the legal regulations on the public companies.
- The Company shall enable the representatives of mass media to be present at the General Assembly meeting. Such a decision is taken by the General Assembly, on the procedural application submitted in this subject.
§ 6
Shareholders list
- A list of the authorized persons from the bearer shares to participate in the general assembly meeting of a public company is stipulated on the basis of shares submitted in the company in accordance with § 5 sec. 2 of the Regulations and a list prepared by the entity running a deposit of the securities in accordance with the regulations of the financial instruments’ trade.
- The entity running a deposit of the securities prepares a list, of which it is said in § 6 sec. 1, on the basis of the lists submitted not later than twelve days prior to the date of the General Assembly meeting by the entities authorized in accordance with the regulations of the financial instruments’ trade.
- The entity running a deposit of the securities makes a list as referred to in § 6 sec. 1 available to the public company, with the use of electronic communication means not later that one week prior to the date of the General Assembly meeting. If the list cannot be made available in this manner for technical reasons, the entity running a deposit of the securities shall issue it in a form of a document made in a written form, not later than six days prior to the General Assembly meeting; delivery of the document shall take place in the seat of the organ managing the entity.
- At least 3 working days prior to the date of the General Assembly meeting, the Board of Directors shall prepare and present at the Boards’ location a list of the Shareholders authorized to the participation in the General Assembly meeting; the list shall contain names and surnames or the firms (firm names) of the authorized persons, their addresses, a quantity, type and the numbers of the shares, and the quantity of votes they are entitled to.
- The Shareholder may request a copy of the list of shareholders to be sent to him or her free of charge by electronic mail, giving the address to which the list shall be sent to.
§ 7
Form of participation
- The Shareholders are allowed to participate in the General Assembly meeting and execute their right to vote personally or through their proxies.
- The authorization shall be granted in a written or electronic form. Granting the authorization in the electronic form does not require a safe electronic signature verified by a valid qualified certificate.
- The proxy shall submit his or her authorization upon signing the attendance list.
- The persons acting on behalf of the Shareholders being legal persons as the members of the authorities shall prove their representation right with a certified copy of the National Court Register.
- The proxy shall perform all the rights of the shareholder on the General Assembly meeting, unless the authorization states otherwise.
- The proxy has the right to grant a further authorization, if it results from the authorization content.
- The proxy has the right to represent more than one shareholder and vote differently from each shareholder’s share.
- The shareholder owning shares registered in more than one securities’ account has the right to appoint separate proxies to perform the rights from the shares registered on each of the accounts.
§ 8
Opening of the General Assembly meeting
- The General Assembly meeting shall be opened by the Chairman of the Supervisory Board or his/her deputy; shall these persons be absent, the General Assembly meeting shall be opened by the President of the Board of Directors or a person designated by the Board.
- The person opening the General Assembly meeting shall conduct elections of the Chairman from among the persons authorized to participate in the General Assembly meeting.
- Immediately after the election of the Chairman, a list of the participants of the General Assembly meeting including a number of shares and a number of votes ascribed to them, shall be prepared and presented during the meeting.
- The General Assembly meeting is valid regardless of the number of shares represented.
§ 9
Election of the committees
- Credentials committee
The Credentials Committee consisting of at least three persons shall be elected on the motion of the Shareholders owning one tenth of the initial capital represented on the General Assembly meeting, Authors shall have the right to elect one member of the Credentials Committee. The Credentials Committee shall check the attendance list and make a decision on approving a person to participate in the General Assembly meeting. - Returning Committee
The Returning Committee shall conduct the vote and prepares reports on the voting results. - Resolution and Applications Committee
The General Assembly shall appoint, if necessary, the Resolution and Applications Committee for the preparation of the contents resolutions and applications. - Only persons authorized to the participation in the General Assembly meeting shell be the members of the Resolution and Applications Committee.
- The General Assembly shall stipulate the number of the committee members on a one-off basis.
- The election of the members of the Returning Committee shall be conducted by the Chairman and all the other elections by the Returning Committee.
- The same persons may be members of two different committees.
§ 10
Agenda
- The announced agenda is approved if no motion was put to amend it.
- The Chairman of the General Assembly meeting does not have the right, without the consent of the General Assembly, remove or change an order of the matters of the agenda.
- Introduction of new matters to the agenda is possible if the whole initial capital is represented and no attendant raises any objection.
- The motion to convene the Extraordinary General Assembly meeting and the procedural motions may be adopted, notwithstanding the fact that they were not included in the agenda.
- Only the issues connected with conducting the Assembly meeting shall be included in the voting over procedural matters. The resolutions that may influence exercising the rights of the Shareholders shall not be voted on in this mode.
- A resolution on abandoning examination of a matter included in the agenda may be adopted only in the case, when vital and factual reasons justify it. The motion in such the case shall be justified in detail.
- The General Assembly shall defeat the Shareholders’ motion on removing from the agenda or abandoning examination of the matter included in the agenda.
§ 11
Course of the General Assembly meeting and a role of the Chairman
- Meetings of the General Assembly shall be presided over by the Chairman, who ensures a proper course of the meeting and respect for the rights and interests of all Shareholders.
- The Chairman shall state the validity of the Shareholders Assembly meeting, sign the attendance list and inform what amount of the initial capital is represented.
- The Chairman shall conduct the election of the Returning Committee.
- Upon the acceptance of the agenda, the Chairman allows participants to speak in order to discuss the matters under the agenda.
- The Chairman shall counteract the abuse of the rights by the participants of the Assembly meeting and ensure respecting the rights of the minority Shareholders.
- The Chairman shall read the draft resolution and put it to the vote.
- After counting the votes by the Returning Committee, the Chairman shall announce the voting results and state that the resolution has been adopted or rejected because the required majority has not been obtained.
- The resolutions of the General Assembly shall be recorded by the notary.
- The persons raising objections to the resolution shall have an opportunity to justify their objections. On the request of the participant of the General Assembly meeting, his/her written statement shall be included in the minutes.
- The Board of Directors or the Chairman shall formulate the resolutions in such a way, that each entitled person, who does not agree with the matter of settlement being the subject of the resolution, had the opportunity to appeal against it.
- Neither the Company’s authority nor the Chairman are entitled to settle the matters that shall be subjects of court decisions.
- The Chairman shall not resign from his function without important reasons. He is also not entitled to delay signing the minutes of the General Assembly without justified reasons.
§ 12
Voting procedure
- A share gives the right to one vote at the General Assembly. The Shareholder has the right to vote differently with each owned share.
- Voting shall be conducted by open ballot.
- The voting on the resolutions concerning amendments to company’s business activity shall be adopted in an open and roll-call vote.
- In case of elections or in case of the motion to remove members of the company’s authority or liquidators or in case to call them to account as well as in private matters voting by secret ballot shall be ordered.
- Secret ballot shall be ordered on the request of even one shareholder present or represented at the General Assembly.
- The General Assembly may adopt a resolution to revoke the secrecy of voting at the election of the committee appointed by the General Assembly.
- If a proxy on the General Assembly meeting is a member of the Board of Directors, a member of the Supervisory Board, a liquidator, an employee of the public company or a member of the organs or an employee of a company or a cooperative dependant on this company, an authorization may empower to the representation on only one General Assembly meeting. The proxy has the obligation to reveal to the shareholder any circumstances that indicate an occurrence or a possibility of occurrence of a conflict of interests. Granting of a further proxy is excluded.
- The proxy, as referred to in § 12 sec. 7, shall vote in accordance with instructions given by the shareholder.
- The shareholder has the right to vote as a proxy while passing resolutions concerning his or her responsibilities towards the company on any account whatsoever, including granting a vote of approval, absolving of the obligation towards the company or a conflict between him or her and the company, subject to provisions § 12 sec. 7 and 8 of these Regulations.
§ 13
Rules of conducting elections of the Members of the Supervisory Board
- Election of the members of the Supervisory Board is conducted by the Returning Committee, from among candidates proposed by the Shareholders. It does not concern members of the Supervisory Board designated by the shareholder, whom such a right was granted in the Articles of Association of the Company.
- With the motion of the Shareholders representing at least one fifth of the initial capital, the election of the Supervisory Board is conducted in a voting by separate groups. In such a case, representatives of each group will be elected proportionally to the Retuning Committee.
- A member of the Supervisory Board shall have adequate education and professional experience, represent a high moral level and shall have time to perform his/her functions appropriately.
- A candidate for a member of the Supervisory Board shall submit a statement of willingness to perform this function and a statement of unpunishability for the offences as listed in Art. 18 of the Code of Commercial Companies.
§ 14
Voting procedure
- The resolutions of the General Assembly shall be adopted with the absolute majority of votes, unless the Articles of Association or the Code of Commercial Companies state otherwise.
- The absolute majority of votes shall be understood as more than one half of the votes cast.
- The votes cast are the votes “in favour”, “against” or “abstaining”.
- The resolutions of the General Assembly concerning the amendments of the company’s business activity shall be adopted by a majority of two thirds of the votes in the presence of persons representing at least one half of the initial capital.
- The resolutions of the General Assembly shall by adopted by a majority of three quarters of the votes in the following matters:
a) of the Articles of Association,
b) issuing convertible bonds and bonds with the priority rights,
c) sale of the Company’s enterprise or its organized entity,
d) reduction of the initial capital,
e) cancellation of the shares with the provision that, if at least one half of the initial capital is represented at the General Assembly, an ordinary majority of votes is sufficient to adopt a resolution,
f) dissolution of the Company.
§ 15
Adjournment of the General Assembly
- In justified cases the Chairman is entitled to announce short adjournments which shall not hinder the exercise of the rights by the Shareholders.
- The General Assembly is entitled to order the adjournment by a majority of two thirds of the votes. The adjournments may not last longer that 30 minutes in total.
§ 16
Canceling of the General Assembly
- Canceling of the General Assembly meeting, in the agenda of which specific matters were placed on the application of the entitled subjects or which was convened on such application, is possible only upon the applicants approval.
- In other cases, the General Assembly meeting may be canceled, if there are extraordinary impediments for it to take place (force majeure) or is obviously pointless.
- Procedure of canceling the General Assembly meeting shall be the same as the convening procedure, ensuring the least possible negative effects on the Company and the Shareholders.
- The procedure of changing a date of General Assembly meeting shall be the same as canceling procedure, even if the proposed agenda is not amended.
§ 17
Final provisions
- The Chairman states the General Assembly meeting closed after the agenda is exhausted.
- An amendment to these Regulations may take place as authorized by the resolution of the General Assembly of the Company’s Shareholders.
- Shall the Regulations be amended by the General Assembly, the Board of Directors is obliged to prepare a unified text of the amended Regulations.
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Assembly General Meetings https://www.moic.gov.bh/en/Tiles/BusinessServices/Commercial%20Registration%20and%20Companies%20Control/corporate%20governance/assembly-general-meetings
Financial Analysis and Economic Information
It is mandatory by Commercial Company Law Decree No. 21 of 2001 (as amended) for Joint-Stock Company, also called Bahraini Shareholding Company (BSC), and for Joint-Stock Company (Closed), also called Bahraini Shareholding Company (Closed) (BSC ©) to hold their Assembly General Meetings.
Types of the Assembly General Meetings:
– Ordinary General Meeting (OGM) or Annual General Meeting (AGM)
– Extraordinary General Meeting (EGM)
First: Ordinary General Meeting
- The ordinary general assembly of the shareholders shall convene at the invitation of the chairman of the board of directors at the time and place designated in the company’s articles of association. The general assembly shall convene at least once a year during the six months following the end of the company’s financial year.
- For Bahraini Shareholding Company: The invitation to the shareholders shall be published in at least two daily Arabic newspapers; one of them at least must be local. The publication shall be made at least 21 days before the meeting and shall include the meeting’s agenda.
- For Bahraini Shareholding Company (Closed): The invitation for the general assembly meeting shall be sent by registered mail at least 21 days before the meeting. However, the invitation may be conveyed by taking the shareholders’ signature indicating their knowledge of the time, venue, and meeting agenda.
- Copies of the invitation documents shall be sent to the Ministry of Industry, Commerce and Tourism at least ten days before the general assembly meeting.
The following bodies may invite the ordinary general assembly to convene:
- Chairman.
- Board of Directors upon a justified request by the auditor.
- Board of Directors upon a request by a number of shareholders representing at least 10% of the company’s capital.
- Auditor in case of finding remarks whether they are financial or administrative or in case he cannot complete his mission.
- Ministry of Industry, Commerce and Tourism if a period of one month has lapsed from the date appointed for its meeting without it convening, or if the number of the board members becomes less than the minimum number required for the meeting to be valid, or if a number of shareholders representing at least 10% of the company’s capital so requests for serious reasons.
- Minister of Industry, Commerce and Tourism if they deem the meeting necessary.
Legal Quorum
For Bahraini Shareholding Company
The meeting shall not be valid unless it is attended by a number of shareholders representing more than half the capital. If this quorum is not available, an invitation shall be sent for a second meeting to be held for the same agenda within 7 to 15 days from the date fixed for the first meeting. The second meeting shall not be valid unless it is attended by a number of shareholders representing more than 30% of the capital. The third meeting shall be valid regardless of the number of attendees.
For Bahraini Shareholding Company (Closed)
The meeting of the ordinary general assembly shall not be valid unless attended by a number of shareholders representing more than half the shares. If such quorum is not available, the meeting shall be valid with those present after thirty minutes from the time fixed for the first meeting.
Each shareholder, regardless of the number of the shares they hold, shall have the right to attend the general assembly, and they shall have a number of votes equal to the number of shares they hold in the company. Any provision or resolution to the contrary shall be null and void.
A shareholder may delegate a person from among the shareholders or from non-shareholders to attend the general assembly on his behalf, provided that the proxy shall not be the chairman, from among the members of the board of directors, or from among the company’s employees. However, this shall not prejudice the right to appoint a proxy from relatives to the first degree of relationship. This shall be, by virtue of a special power of attorney, evidenced in writing designated for this purpose by the company. Persons lacking capacity or under legal incapacity shall be represented by their legal representatives. The company shall prepare special cards for the number of shares a shareholder holds and for the shares they represent on behalf of other shareholders. Proxies and the capacity of the delegation with the company must be made at least 24 hours before the meeting. No member may vote for themselves or on behalf of whoever they represent on issues in which they have a personal interest or in a dispute existing between them and the company.
OGM Matters
The ordinary general assembly shall be competent to consider all matters relating to the company and pass the appropriate resolutions thereon. In particular, it shall consider the following:
- Election and dismissal of members of the board of directors.
- Determination of the board members’ remunerations.
- Consideration and approval of the board’s report on the company’s activities and financial position at the end of the financial year.
- Discharging or refusing to discharge the members of the board from any liability.
- Appointment of an auditor or more for the following financial year and determination of their fees or authorising the board to do the same.
- Consideration of the auditor’s report on the financial statements of the company for the end of the financial year.
- Approval of the profit and loss account, the balance sheet, and the statement allocating net profits and determining dividends.
- Consideration of recommendations relating to bond issues, borrowing, mortgaging, and issuing guarantees and deciding thereon.
- Increase issued share capital.
The general assembly shall not consider matters not listed on the agenda unless they are urgent and have occurred after the agenda has been prepared or during the meeting. If the competent government body, a shareholding public entity, or a number of shareholders representing at least 10% of the company’s capital requests the board of directors to include a certain subject in the agenda but the board does not do so, the general assembly shall have the right to consider this subject at the request of the interested party. If, in the course of the discussion, it becomes clear that the information relating to some agenda items is not adequate, the meeting shall be adjourned for no more than ten days if so requested by a number of shareholders representing 25% of the shares present at the meeting.
The resolutions adopted by the general assembly on the urgent matters shall be submitted for approval to the Ministry of Industry, Commerce and Tourism, otherwise they shall be null and void.
- The general assembly shall elect the board members by secret ballot and they shall be selected by a relative majority of the valid votes. As for the members of the first board, the company’s articles of association may stipulate the election of not more than half the members from among the company’s founders.
- The general assembly may appoint a number of experts on the board of directors other than the founders or the shareholders. The Minister of Industry, Commerce and Tourism shall decree the necessary conditions thereof.
The shareholders’ general assembly shall not:
- Increase the financial obligations of the shareholder or increase the share value except as provided for by law.
- Reduce the distributable percentages of the net profits specified in the company’s articles of association.
- Add new conditions other than those prescribed in the company’s articles of association regarding the right of the shareholder to attend and vote in the general assembly meetings.
- Restrict the right of the shareholders to file legal actions against all or some of the board members to claim compensation for whatever damage he has sustained in accordance with the provisions of the law.
Meeting minutes and attendance record
- Adequate minutes of the meeting shall be prepared to report the deliberations, proceedings, quorum, resolutions adopted, number of “Yes” and “No” votes, and all such matters as the shareholders may request to enter into the minutes.
- The names of the attendees, whether for self or by proxy, shall be entered in a special register, to be signed before the meeting by the auditor, the vote counter, and the chairman of the meeting. The company shall maintain all documents and instruments evidencing the contents of the minutes and send a copy of the minutes to the competent government authority within 15 days from the date of the meeting. Each interested shareholder may have a copy of the minutes.
Second: Extraordinary General Meeting
The following bodies may invite the ordinary general assembly to convene:
- Board of directors
- A written request to the board of directors by a number of shareholders representing at least 10% of the company’s shares. The provisions applicable to the ordinary general assembly shall apply to the extraordinary general assembly, subject to the provisions of the following articles.
Legal Quorum
For Bahraini Shareholding Company
The extraordinary meeting of the general assembly shall not be valid unless it is attended by shareholders representing at least two-thirds of the company’s capital. If this quorum is not available, an invitation shall be sent for another meeting to be held within 15 days from the date of the first meeting. The second meeting shall be valid if attended by shareholders representing more than one-third of the capital. If the quorum is not available for the second meeting, an invitation shall be sent for a third meeting to be held within 15 days from the date of the second meeting. The third meeting shall be valid if attended by 25% of the shareholders.
For Bahraini Shareholding Company (Closed)
The meeting of the extraordinary general assembly shall not be valid unless attended by shareholders representing two-thirds of the company’s shares. If such quorum is not available, an invitation shall be sent for a second meeting to be held within ten days from the date of the first meeting, and this meeting shall be valid if attended by the representatives of more than one-third of the capital.
If this quorum is not available, an invitation shall be sent for a third meeting to be held within ten days from the date of the second meeting. The third meeting shall be valid if attended by the representatives of 25% of the capital.
A new invitation may not be sent for the last two meetings if their dates were determined in the invitation for the first meeting, provided that the shareholders are notified that the first meeting has not been held.
Meeting Resolutions
The extraordinary general assembly’s resolutions shall be passed by a two-thirds majority vote of the shareholders represented in the meeting. However, if the resolution relates to increasing or reducing the company’s capital, extending the company’s term, winding it up, converting or merging it with another company, the resolution shall not be valid unless adopted by a 75% majority of the shares present at the meeting and with whose attendance the meeting is considered valid. The extraordinary general assembly’s resolutions shall not become effective except after they are approved by the Ministry of Industry, Commerce and Tourism.
The extraordinary general assembly may pass a resolution falling within the powers of the ordinary general assembly provided that the quorum and majority required for the ordinary general assembly meeting are available and that the matters subject to the resolution are included in the agenda.
EGM Matters
The following matters shall be reserved for the extraordinary general assembly:
- Amending the company’s memorandum or articles of association and extending the company’s term.
- Increasing or reducing the company’s capital.
- Selling the entire project carried out by the company or disposing of it in any other manner.
- Winding up the company or merging it with another company.
- Any item not mentioned in OGM matters.
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ANNUAL GENERAL MEETING https://www.societegenerale.com/en/about-us/governance/annual-general-meeting
Organised within five months after the close of the financial year, the Annual General Meeting is a key event for our shareholders. It provides them with direct information on the company’s activity, and gives them the opportunity to take part in debates with General Management and vote on the resolutions submitted for approval by the Board of Directors.
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Vocabulary: https://dictionary.cambridge.org/fr/dictionnaire/anglais/convene
A provision : is a stipulation in a contract, legal document, or law. Often the stipulation requires action by a specific date or within a specified period of time. Provisions are intended to protect the interests of one or both parties in a contract..
To convene : to bring together a group of people for a meeting, or to meet for a meeting:
-The prime minister convened (a meeting of) his cabinet to discuss the matter.
-The council will be convening on the morning of the 25th.
For other uses, see General Assembly (disambiguation).
A general assembly : A general assembly or general meeting is a meeting of all the members of an organization or shareholders of a company.
=a group of people, especially one that meets regularly for a particular purpose, such as government, or, more generally, the process of coming together, or the state of being together.
Ordinary General Assembly : https://www.linguee.com/english-french/search?source=auto&query=ordinary+general+assembly
The participants meet every year in an ordinary General Assembly at the invitation of the Board of Management.
An Ordinary General Assembly meets every year, at the latest during the six months following the end of the budgetary year.
L’assemblée générale ordinaire (AGO), comme son nom l’indique, désigne une réunion normale et récurrente dans la vie de l’entreprise.
Le rôle d’une Assemblée Générale Ordinaire
Une AGO est une réunion officielle qui permet de réunir les associés d’une société afin de prendre des décisions.
Le rôle d’une Assemblée Générale Ordinaire est en premier lieu de valider les comptes à la fin de chaque exercice comptable.
Lors d’une AGO, les discussions et décisions à prendre vont généralement porter sur :
- l’approbation des comptes annuels,
- la nomination éventuelle d’un commissaire aux comptes,
- l’affectation du résultat.
En cas de résultat positif ou de bénéfice, les actionnaires peuvent décider, par un vote, d’investir dans la croissance de la société ou bien de se reverser des dividendes.
C’est lors de l’assemblée générale ordinaire que les associés vont discuter de la stratégie et des orientations futures de la société.
Quand convoquer une Assemblée Générale Ordinaire ?
L’AGO doit impérativement être convoquée annuellement, pour approuver les comptes, dans les six mois suivant la clôture de l’exercice comptable.
Tous les actionnaires de l’entreprise ont théoriquement la possibilité de participer à l’assemblée générale ordinaire, sans y être obligés.
Chaque actionnaire a un droit de vote mais aussi un droit de véto sur les décisions prises, et peut ainsi influer sur la gestion de la société.
Convoquer une assemblée générale extraordinaire
L’assemblée générale ordinaire est un moment important pour les actionnaires et associés, car c’est l’occasion de poser des questions directement aux dirigeants.
Les dirigeants sont obligés de donner des réponses et de présenter les résultats qu’ils ont obtenus par leur gestion de la société.
S’ils jugent que la façon dont les dirigeants conduisent l’entreprise n’est pas satisfaisante, les actionnaires peuvent les sanctionner en demandant leur démission.
C’est aux dirigeants de la société de convoquer les associés et actionnaires à l’assemblée générale ordinaire. Dans une Société à responsabilité limitée, seul le gérant a la capacité de convoquer une AGO ou une AGE.
A défaut, le commissaire aux comptes ou le liquidateur peuvent convoquer l’assemblée.
Il convient de convoquer les associés au moins 2 semaines à l’avance, par lettre recommandée avec accusé de réception.
Sur la convocation doivent figurer l’ordre du jour, la date, l’heure et le lieu de la réunion, ainsi que les résolutions à discuter et un formulaire de procuration, afin qu’un associé puisse se faire représenter le cas échéant.
L’objet de la convocation doit clairement faire apparaître s’il s’agit d’une assemblée générale ordinaire ou extraordinaire.
Il n’est pas possible de discuter de sujets autres que ceux prévus dans la convocation : on ne peut donc pas improviser de nouvelles discussions.
Voter lors d’une assemblée générale ordinaire
Lors d’une AGE, afin qu’un vote effectué soit valide, il faut qu’il respecte le principe du quorum et de la majorité requise :
- quorum = le nombre minimal de membres devant être présents à l’assemblée,
- majorité requise = nombre minimal de votes en faveur de la décision.
Pour valider les décisions prises, l’assemblée générale doit impérativement respecter le quorum. Et les décisions proposées ne seront prises que si la majorité nécessaire de votes favorables est atteinte.
Lors d’une assemblée générale ordinaire, les règles de quorum et de majorité sont différentes selon s’il s’agit d’une Société Anonyme (SA) ou d’une Société Anonyme à Responsabilité Limitée (SARL). Nous les détaillons ci-dessous :
Quorum
- SA : pour une société côtée, les actionnaires doivent représenter au moins 1/5ème des actions. Pour une société non côtée, le quorum est prévu dans les statuts.
- SARL : aucun quorum
Majorité
- SA : décision validée et votée à la majorité simple (= moitié des voix +1)
- SARL : il faut que plus de la moitié du capital social soit représenté.
Après la tenue de l’assemblée générale ordinaire, on doit rédiger un compte-rendu (ou procès-verbal) reprenant les points discutés et les décisions prises.
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Le logiciel de facturation Debitoor te permet de facturer tes clients mais aussi de gérer tes finances à tout moment.
Tes dépenses et tes paiements, effectués ou à venir, sont enregistrés en quelques clics, et tu peux voir en un coup d’œil ce qu’il te faut améliorer ou renforcer.
The Extraordinary General Assembly: https://www.linguee.com/english-french/search?source=auto&query=extraordinary++general+assembly
The programme of an extraordinary General Assembly will include only
those points that motivated its convocation, which […]
Executive Board may call, within at the latest one month from the day
after said rejection, an Extraordinary General Assembly.
The Annual General Assembly, which had been preceded by an Extraordinary General Assembly called to approve the revision of several articles of the statutes; […]
L’ Assemblée Générale Extraordinaire :
En revanche, l’assemblée générale extraordinaire, elle, est seulement convoquée ponctuellement lorsque des décisions importantes particulières doivent être prises.
Articles of Association https://www.investopedia.com/terms/a/articles-of-association.asp
By JAMES CHEN
Updated Mar 29, 2019
What Are Articles of Association?
Articles of association form a document that specifies the regulations for a company’s operations and defines the company’s purpose. The document lays out how tasks are to be accomplished within the organization, including the process for appointing directors and the handling of financial records.
KEY TAKEAWAYS
- Articles of association can be thought of as a user’s manual for a company, defining its purpose and outlining the methodology for accomplishing necessary day-to-day tasks.
- The content and terms of the “articles” may vary by jurisdiction, but typically include provisions on the company name, its purpose, the share structure, the company’s organization, and provisions concerning shareholder meetings.
- In the the U.S. and Canada, articles of association are often referred to as “articles” for short.
Volume 75%
A Memorandum : A Memorandum of Association (MOA) is a legal document prepared in the formation and registration process of a limited liability company to define its relationship with shareholders. The MOA is accessible to the public and describes the company’s name, physical address of registered office, names of shareholders and the distribution of shares. The MOA and the Articles of Association serve as the constitution of the company. The MOA is not applied in the U.S. but is a legal requirement for limited liability companies in European countries including the United Kingdom, France and Netherlands, as well as some Commonwealth nations.
Listed company : https://dictionary.cambridge.org/fr/dictionnaire/anglais/listed-company?q=listed+companies
=A company whose shares can be traded on a country’s main stock market (=a stock exchange
Exemples
- Investors were seriously worried when the stock market began to crash.
- The stock market crash marked the start of a severe depression.
- The company’s shares dived by 90p to 165p on the stock market yesterday.
- The company’s results are in line with stock market expectations.
- The stock market moved ahead slightly in active trading today.)
The Board of Directors
- the group of people who shareholders choose to manage a company or organization:
- Approval by the board of directors is required to implement the new strategy.
- serve/sit on the board of directors She currently serves on Prudential’s board of directors.
- the chair/chairman of the board of directors
The Supervisory Board of Directors : https://dictionary.cambridge.org/fr/dictionnaire/anglais/supervisory-board
=In large companies in some countries, a group of people who meet regularly to approve the decisions of the company’s board of directors:
The supervisory board has reviewed the company’s financial statements.
Financial instrument : https://dictionary.cambridge.org/fr/dictionnaire/anglais/financial-instrument?q=financial+instruments+
A financial asset that can be bought or sold, such as a bond, share, or other security (= an investment that can be traded):
There is a simple relationship between the price of a financial instrument and its yield = = (to supply or produce something positive such as a profit, an amount of food or information:
an attempt to yield increased profits. The investigation yielded some unexpected results.
Favourable weather yielded a good crop.).
Binding (provisions)= Imposing an obligation https://www.merriam-webster.com/dictionary/binding
Proxy voting : Proxy voting is a form of voting whereby a member of a decision-making body may delegate his or her voting power to a representative, to enable a vote in absence. The representative may be another member of the same body, or external. A person so designated is called a “proxy” and the person designating him or her is called a “principal”. Proxy appointments can be used to form a voting bloc that can exercise greater influence in deliberations or negotiations. Proxy voting is a particularly important practice with respect to corporations; in the United States, investment advisers often vote proxies on behalf of their client accounts.[1]
The United States parliamentary manual Riddick’s Rules of Procedure notes that, under proxy voting, voting for officers should be done by ballot (may be a piece of paper or a small ball to cast a vote), due to the difficulties involved in authentication if a member simply calls out, “I cast 17 votes for Mr. X.”[2]
Proxy voting is also an important feature in corporate governance through the proxy statement. Companies use proxy solicitation agencies to secure proxy votes.
Proxy solicitation service (There are now virtually dozens of crucial steps that need to be performed in order to maximize voter response at even the most “routine” Annual Meeting.
InvestorCom is well positioned to address each of its client’s particular needs given the direct involvement of its senior management team in every solicitation and the aggressive, “hands-on” approach it employs. The proxy vote has become an efficient way for shareholders to facilitate change and for activist investors to assert their force on a wide variety of corporate governance issues. InvestorCom has recognized the challenge faced by corporations to create a proven approach. InvestorCom’s Proxy Solicitation division combines forces with its Stock Surveillance and Corporate Governance Advisory divisions to identify institutional investors, analyze each institution’s voting tendencies based on management’s proposals, and develop and implement a strategy that will maximize shareholder voting and provide the best opportunity for passage of all management sponsored proposals. The following is a brief list of what we offer with our Proxy Solicitation service:
- Corporate Proxy Solicitation and Consulting
- Shareholder Proposal Analysis and Management Proposal Development
- Proxy Fights
- Logistical Support
Corporate courts are a tribunals run by corporate lawyers for the benefit of giant trans-national corporations (TNCs) and rich investors. They allow foreign companies to sue national governments and overrule domestic laws and regulations that reduce their profitability. They are used by the powerful TNCs to prevent regulations protecting consumers, workers, livestock or the environment.
Nick Dearden of Global Justice Now has pointed out:
Putting cigarettes in plain packaging, banning dangerous chemicals, raising the minimum wage, stopping toxic power plants being built – anything that might affect big business’s bottom line can lead to a claim being lodged.
Corporate lobbyists are likely to promote corporate courts as part of any trade deal which the Government now signs.
What is a Bearer Share? https://www.investopedia.com/terms/b/bearer_share.asp
A bearer share is an equity security wholly owned by whoever holds the physical stock certificate, thus the name “bearer” share. The issuing firm neither registers the owner of the stock nor tracks transfers of ownership; the company disperses dividends to bearer shares when a physical coupon ( a small piece of printed paper that you can exchange for something or that gives you the right to buy something at a cheaper price than normal, to receive interests or due dividends) is presented to the firm. Because the share is not registered to any authority, transferring the ownership of the stock involves only delivering the physical document.
What is a Securities Account? https://en.wikipedia.org/wiki/Securities_account
A securities account sometimes known as a brokerage account is an account that holds financial assets such as securities on behalf of an investor with a bank, broker or custodian. Investors and traders typically have a securities account with the broker or bank they use to buy and sell securities.
What Is the meaning of the Auditor’s Expert ?
Auditors are experts in accounting and auditing matters, but they are not reasonably expected to be experts in any other field. Therefore, in performing the audit works the auditor needs the assistance from an expert to assist the auditor in obtaining sufficient appropriate audit evidence.
ISA 620 deals with using the work of an auditor’s expert. As stated in para.3 :
The auditor has sole responsibility for the audit opinion expressed, and that responsibility is not reduced by the auditor’s use of the work of an auditor’s expert. Nonetheless, if the auditor using the work of an auditor’s expert, having followed this ISA, concludes that the work of that expert is adequate for the auditor’s purposes, the auditor may accept that expert’s findings or conclusions in the expert’s field as appropriate audit evidence
So, WHO IS AUDITOR’S EXPERT that meet the definition of ISA 620 ? http://hardi-teh.blogspot.com/2012/08/who-is-auditors-expert-and-what-they-do.html
Auditor’s expert is an individual or organization possessing expertise in a field other than accounting or auditing, whose work in that field is used by the auditor to assist the auditor in obtaining sufficient appropriate audit evidence. An auditor’s expert may be either an auditor’s internal expert (who is a partner or staff, including temporary staff, of the auditor’s firm or a network firm), or an auditor’s external expert.
Expertise in a field other than accounting or auditing may include expertise in relation to such matters as :
- The valuation of complex financial instruments, land and buildings, plant and machinery, jewelry, works of art, antiques, intangible assets, assets acquired and liabilities assumed in business combinations and assets that may have been impaired
- The actuarial calculation of liabilities associated with insurance contracts or employee benefit plans
- The estimation of oil and gas reserves
- The valuation of environmental liabilities, and site clean-up costs
- The interpretation of contracts, laws and regulations
- The analysis of complex or unusual tax compliance issues
As stated in para. A2 of ISA 620, in many cases, distinguishing between expertise in accounting or auditing, and expertise in another field, will be straightforward, even where this involves a specialized area of accounting or auditing. For example, an individual with expertise in applying methods of accounting for deferred income tax can often be easily distinguished from an expert in taxation law. The former is not an expert for the purposes of ISA 620 as this constitutes accounting expertise; the latter is an expert for the purposes of ISA 620 as this constitutes legal expertise. Similar distinctions may also be able to be made in other areas, for example, between expertise in methods of accounting for financial instruments, and expertise in complex modeling for the purpose of valuing financial instruments.
In some cases, however, particularly those involving an emerging area of accounting or auditing expertise, distinguishing between specialized areas of accounting or auditing, and expertise in another field, will be a matter of professional judgment. Applicable professional rules and standards regarding education and competency requirements for accountants and auditors may assist the auditor in exercising that judgment (HRD).
What Is a Chair of the Board (COB)? Or Chief Excecutive Officer ? https://www.investopedia.com/terms/c/chair-of-the-board.asp
A chair of the board (COB) holds the most power and authority on the board of directors and provides leadership to the firm’s officers and executives. The chair of the board ensures that the firm’s duties to shareholders are being fulfilled by acting as a link between the board and upper management.
- The chair of the board (COB) heads the board of directors, provides leadership to the firm’s executives and other employees, leads the charge on big-picture decisions and sets the tone for the corporate culture of the company.
- The chair takes on their roll following a vote by the board of directors; similarly, the chair can be removed by the board if the board decides they are failing to live up to expectations.
- In some cases, the chair may also hold the title of president or chief executive officer of the company; these titles refer to executives who are typically more involved in directly executing strategies set out by the chair and the board.
- A board might show its faith in the CEO by elevating them to chair; a chair might jump into the CEO on an interim or permanent basis if a CEO resigns or is fired and no suitable replacement can be found.
Understanding Chair of the Board (COB)
The chair of the board is voted into his or her position by a majority vote within the board of directors. Because the position has substantial interaction and influence with both the board and management, the chair is arguably the most powerful position in the company.
Frequently, but not always, the chair is the member of the board with the greatest stake in the organization, holds a controlling interest in the organization, and holds the most voting power of any individual. Long-term decisions, such as whether or not to pursue a merger or sale of the organization, may be determined by the board under the chair’s leadership.
What is Upper Management?
Upper management includes individuals and teams that are responsible for making the primary decisions within a company. Personnel considered to be part of a company’s upper management are at the top of the corporate ladder and carry a degree of responsibility greater than lower level personnel. Upper management members are imbued with powers given by the company’s shareholders or board of directors. Examples of upper management personnel include CEOs, CFOs and COOs.
C-Suite Roles and Titles
C-suite, or C-level, is widely-used vernacular describing a cluster of a corporation’s most important senior executives. C-suite gets its name from the titles of top senior staffers, which tend to start with the letter C, for “chief”, as in chief executive officer (CEO), chief financial officer (CFO), chief operating officer (COO), and chief information officer (CIO).
Chief Executive Officer (CEO) – Invariably the highest level corporate executive, the CEO traditionally serves as the face of the company, and frequently consults other C-suite members for advice on major decisions. CEOs can come from any career background, as long as they have cultivated substantial leadership and decision-making skills along their career paths.
Chief Financial Officer (CFO) – In the financial industry, the CFO position represents the top of the corporate ladder for financial analysts and accountants striving for upward mobility. Portfolio management, accounting, investment research, and financial analysis are prime skills that CFOs must have learned over the years. CFOs have global mindsets and work closely with CEOs to source new business opportunities while weighing the financial risks and benefits of each potential venture.
Chief Information Officer (CIO) – A leader in information technology, the CIO usually gets his or her start as a business analyst, then works towards C-level glory, while developing technical skills in disciplines such as programming, coding, project management, MS Office and mapping. CIOs are usually skilled at applying these functional skills to risk management, business strategy, and finance activities. In many companies, CIOs are referred to as the Chief Technology Officers.
Chief Operating Officer (COO) – The Human Resources (HR) C-level of executive, the COO ensures a company’s operations run smoothly in areas such as recruitment, training, payroll, legal, and administrative services. The COO is usually second in command to the CEO.
Chief Marketing Officer (CMO) – CMOs typically work their way up to the C-suite from sales and/or marketing roles. These execs are skilled at managing social innovation and product development initiatives across both brick-and-mortar establishments and electronic platforms – the latter of which is highly essential in today’s digital era.
Other C-Suite officers include the Chief Compliance Officer (CCO), Chief Human Resources Manager (CHRM), Chief Security Officer (CSO), Chief Green Officer (CGO), Chief Analytics Officer (CAO), Chief Medical Officer (CMO), and Chief Data Officer (CDO).
The number of C-level positions varies, depending on variables such as a company’s size, mission, and sector. While larger companies may require both a CHRM and a COO, smaller operations may only need a COO to oversee human resources activities.
Section 6: Introduction to Accounting:
Introduction to the Balance Sheet
The balance sheet is a summary of the financial balances of a company and reflects the company’s solvency and financial position.
LEARNING OBJECTIVE
- Name the two types of balance sheets and identify which accounts are listed on the balance sheet
KEY POINTS
- The balance sheet captures the financial position of a company at a particular point in time.
- The balance sheet lists a company’s assets, liabilities, and stockholders’ equity (including dollar amounts) at a specific moment in time.
- There are two types of balance sheets, classified and unclassified.
- A balance sheet is used externally and internally.
TERMS
Ownership interest in a company, as determined by subtracting liabilities from assets.
An amount of money in a company that is owed to someone and has to be paid in the future, such as tax, debt, interest, and mortgage payments.
Items of ownership convertible into cash; total resources of a person or business, as cash, notes and accounts receivable; securities and accounts receivable, securities, inventories, goodwill, fixtures, machinery, or real estate (as opposed to liabilities).
a summary of a company’s assets, liabilities, and equity
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Introduction to the Balance Sheet
The balance sheet is one of the four basic financial statements companies prepare eachaccounting cycle. The balance sheet is a summary of the financial balances of a sole proprietorship, a business partnership, a corporation, or other business organization, such as an LLC or an LLP. The balance sheet is also referred to as a statement of financial position because it reflects a company’s solvency and financial position. The International Accounting Standards Board, along with country specific organizations and companies set the guidelines for the appearance of the balance sheets.
What Period Does the Balance Sheet Cover
A balance sheet is like a photograph in that it captures the financial position of a company at a particular point in time. More specifically, it captures the financial position at the end of business on the day the balance sheet is run.
What Items Appear On the Balance Sheet
The balance sheet lists a company’s assets, liabilities, and stockholders’ equity (including dollar amounts) as of a specific moment in time. Assets are the total resources of the business including cash, notes and accounts receivable, while liabilities are anything the company owes to someone, such as debt, mortgage orinterest payments. The stockholder’s equity or just equity refers to the ownership interest in a company. The stockholder’s equity is determined by subtracting liabilities from assets.
There are two types of balance sheets, classified and unclassified.
Unclassified balance sheets have three major categories: assets, liabilities, and stockholder’s equity. The main categories of assets are usually listed first, and typically in order of liquidity (for example, cash on hand appears above accounts receivable). Liabilities are listed after assets. The difference between assets and liabilities is referred to as equity. According to the accounting equation, equity must equal assets minus liabilities. Equity is either calculated as proprietary or residual. For residual equitydividends to preferred shareholders are deducted from net income before calculating residual equity holders’ dividend per share.
A classified balance sheet has the same three major categories of assets, liabilities, and stockholder’s equity, but it breaks those categories down further to give a better idea of the profitability and strength of the company.
Who Uses a Balance Sheet
Both internal and external users use the balance sheet. The balance sheet is valuable because it shows the magnitude of the company’s financial obligations. If its debts are too high, for instance, a business may not be able to grow. The balance sheet also demonstrates how liquid the business is. An investor or business may want to ensure that the company’s resources are not overly invested in assets that cannot be easily converted into cash in case of an unexpected expense. Finally, the balance sheet shows the book value of the owners’ stake in the business. For an outside investor, this information can be especially useful in determining an appropriate price for an ownership share in the business.
Introduction to the Income Statement
The income statement shows revenues and expenses for a specific period.
LEARNING OBJECTIVE
- Name the two types of income statements and their purposes
KEY POINTS
- The income statement is also referred to as a profit and loss statement (P&L), revenue statement, statement of financial performance, earnings statement, operating statement and statement of operations.
- The income statement reflects the operating performance of a business and the changes in its assets andobligations.
- The income statement represents a period of time, in contrast to the balance sheet which represents one moment in time.
- The purpose of the income statement is to show managers and investors whether the company made or lost money during the period being reported.
- The income statement is prepared on the accrual basis.
TERMS
Income that a company receives from its normal business activities, usually from the sale of goods and services to customers.
In accounting, an expense is money spent or costs incurred in an businesses efforts to generate revenue
Total income or cash flow minus expenditures. The money or other benefit a non-governmental organization or individual receives in exchange for products and services sold at an advertised price.
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Overview of the Income Statement
The income statement is one of the four basic financial statements that a company prepares each accounting cycle. The income statement reflects a company’s operating performance. The income statement also shows changes in the company’s assets and obligations. The important thing to remember about an income statement is that it represents a period of time. This contrasts with the balance sheet, which represents a single moment in time. The income statement is prepared on an accrual basis.
The income statement displays the revenues recognized for a specific period, and the cost and expenses charged against these revenues, including write offs (e.g.,depreciation and amortization of various assets) and taxes.
The income statement is also referred to as a “profit and loss statement” (P&L), revenue statement, statement of financial performance, earnings statement, operating statement and statement of operations.
Expenses are listed on a company’s income statement.
Purpose of the Income Statement
The purpose of the income statement is to show managers and investors whether the company made or lost money during the period being reported.
The income statement explains how the revenue, which is money received from the sale of products and services before expenses are taken out, is transformed into the net income. Net income is what is left after all the revenues and expenses have been accounted for, it is also known as “Net Profit. “
Types of Income Statement
There are two types of income statement, a single-step income statement and a multi-step income statement. The single-step income statement takes a simpler approach, totaling revenues and subtracting expenses to find the bottom line.
The multi-step income statement is more complex. It takes several steps to find the bottom line, starting with the gross profit. It then calculates operating expenses and, when deducted from the gross profit, yields income from operations. Adding to income from operations is the difference of other revenues and other expenses. When combined with income from operations, this yields income before taxes. The final step is to deduct taxes, which finally produces the net income for the period measured.
Operating vs. Non-operating Activities
Operating income occurs from any activity that is a direct result of its primary business, such as sales of goods and services.
Non-operating income, in accounting and finance, is gains or losses from sources not related to the typical activities of the business or organization. Non-operating income can include gains or losses from investments, property or asset sales, currency exchange, and other atypical gains or losses. Non-operating income is generally not recurring and is therefore usually excluded or considered separately when evaluating performance over a period of time (e.g. a quarter or year).
Introduction to the Retained Earning Statement
The statement of retained earnings explains the changes in a company’s retained earnings over the reporting period.
LEARNING OBJECTIVE
- Review the items contained on the statement of shareholder’s equity
KEY POINTS
- Retained earnings are the accumulated net income of the corporation (proprietorship or partnership) minusdividends distributed to stockholders.
- The U.S. Generally Accepted Accounting Principles require a statement of retained earnings to be prepared whenever comparative balance sheets and income statements are presented.
- The retained earnings statement may appear in the balance sheet, in a combined income statement and changes in retained earnings statement, or as a separate schedule.
- The statement of retained earnings uses information from the income statement and provides information to the balance sheet.
TERMS
limits on how a company may allocate net income not paid out as dividends
a financial statement that breaks down changes in the owners’ interest in the organization, and in the application of retained profit or surplus from one accounting period to the next
an association of two or more people to conduct a business
Ownership, especially in terms of net monetary value of some business.
Business profits.
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The Statement of Shareholder‘s Equity
The Statement of Shareholder’s Equity is one of the four main financial statements prepared during a company’s accounting cycle. The Statement of Shareholder’s Equity is also known as the Equity Statement, Statement of Owner’s Equity (single proprietorship), Statement of Partner’s Equity (partnership), and Statement of Retained Earnings and Stockholders’ Equity (corporation). The U.S. Generally Accepted Accounting Principles (U.S. GAAP) requires a statement of retained earnings to be prepared whenever comparative balance sheets and income statements are presented.
What are Retained Earnings?
Generally, retained earnings are the accumulated net income of the corporation (proprietorship or partnership) minus dividends distributed to stockholders.
What Does a Statement of Shareholder’s Equity Show?
The retained earnings statement explains the changes in a company’s retained earnings over the reporting period. The statement breaks down changes in the owner’sinterest in the organization, and in the application of retained profit or surplus from one accounting period to the next. Line items for the retained earnings statement typically include profits or losses from operations, dividends paid, issue or redemption of stock, and any other items charged or credited to retained earnings. . The Statement of Shareholder’s Equity shows the inflows and outflows of capital, including treasury stock purchases, employee stock options and secondary equity issuance.
The Statement of Retained Earnings and Stockholders’ Equity
The statement of retained earnings also shows any adjustments that were made to financial statements from prior financial periods in the current period. Adjustments are corrections or abnormal nonrecurring errors that may have been caused by an improper use of an accounting principle or by mathematical mistakes. Normal recurring corrections and adjustments that follow inevitably from the use of estimates in accounting practice, are not prior period adjustments and are not included in the retained earning statement.
Comprehensive income is the sum of net income and other items that must bypass the income statement because they have not been realized, including items like anunrealized holding gain or loss from available for sale securities and foreign currency translation gains or losses. These items are not part of net income, yet are important enough to be included in comprehensive income, giving the user a bigger, more comprehensive picture of the organization as a whole.Items included in comprehensive income, but not net income are reported under the accumulated other comprehensive income section of shareholder’s equity.
Where Does the Shareholder’s Equity Statement Appear?
The retained earnings statement may appear in the balance sheet, in a combined income statement and changes in retained earnings statement, or as a separate schedule. The statement of shareholder’s equity uses information from the income statement and provides information to the balance sheet. Retained earnings are part of the balance sheet under Stockholders Equity (Shareholders Equity) and are mostly affected by net income earned by the company during a specified period, less any dividends paid to the company’s owners/stockholders. The retained earnings accounton the balance sheet represents an accumulation of earnings since net profits and losses are added/subtracted from the account from period to period. Retained Earnings are part of the Statement of Changes in Equity and are a component of shareholder’s equity.
The general equation can be expressed as follows:
Ending Retained Earnings = Beginning Retained Earnings − Dividends Paid + Net Income.
Debits and Credits Explained
Introduction to Debits, Credits, Journal and Ledger. https://www.youtube.com/watch?v=L1SoObgPvRE
Script Transcription Made by Amina Foukara
ENCG Agadir, Université Ibn Zohr, Agadir, Morocco https://wordpress.com/post/foukara.wordpress.com/559
The Definition of Key Terms and Rules:
-a : Debits mean left and credits mean right.
-b : the total amount of debits must equal the total amount of debits. Another way to think about that is that debits must equal credits.
-c: The amounts that increase with debits are dividends, expense and asset accounts. So, if we take the first letter of the accounts that increase with debits we get DEA.
-d : the accounts that increase with credits are liabilities, equities and revenue. if we take the first letter of the accounts that increase with credits we get LER.
The Journal
The journal is a chronological list of all the economic events that are recorded in the accounting records.
Journal includes :
1 : the date of the transaction
2 : the account names affected by the transaction
3 : the amount debited to each account
4 : the amount credited to each account.
5 : a description of the transaction.
Taking a closer look, we see a simple journal. It includes:
| The Date | The Account Name | Debit | Credit |
| 9.3/2001 | Cash Sales revenue Received 100 dollars from customer for the sale of merchandise | 100 | 100 |
| 9.3/2001 | Supplies Accounts payable | 70 | 70 |
| 9.5/2001 | Accounts payable Cash | 100 | 100 |
Explanations
The transation number 1 :
-a : It occured on 9.3 /2001.
-b : We see a debit to account cash at the amount of 100 dollars.
-c : we also see a credit to sales revenue at the amount of 100 dollars.
-d : our description is that we received 100 dollars from a customer for the sale of merchandise.
-e : We know exactly the economic event that took place and the accounting transaction that recorded that economic event.
The Transation Number 2:
-a : Our next journal entry happened on 9/3/2001.
-b : we see supplies being debited for 70 dollars.
-c : we see accounts payable being credited for 70 dollars.
-d : the description is that we purchased 70 dollars of supplies on account.
-e : the accounting transaction that recorded that same economic event was :
-e1 : the debit supply of 70 dollars
-e2 : the credit account payable of 70 dollars.
The Transation Number 3:
-a : the final economic transaction that we are going to look at occured on 9/5/ 2001.
-b : here, we see a debit to accounts payable of 70 dollars
-c : we also see a record of cash amounting to 70 dollars.. we see that we paid for supplies purchased on account.
-d : One thing to notice in our journal is that we always write the accounts that are debited before we write the accounts that are credited. That’s just a convention that is used by accountants.
So, remember. The journal is a chronological list of all economic events recorded in accounting records. The journal includes :
1 : the date 2 : account names 3 : the amount debited to each account 4 : the account credited to each account 5 : the description of the transaction.
Next, we need to take a look at the ledger
The ledger :
-a : groups all the transactions affecting a particular account together.
-b : reports the accounts’balance
-c : and a T account is a convenient way that represents the ledger.
So, let’s take a look at the ledger.
The Ledger Entries
| Date | Description | Debit | Credit | Balance |
| 9.3 /2001 | Received cash for customer Paid for supplies purchased on account | 100 | 70 | 100 zero 30 |
| 9.5/2001 | Paid for supplies purchased oaccount | 70 | 70 zero (following the payment of 30) | |
Transaction one (the ledger)
-a : here we see the cash ledger when we see cash received from a customer at 100 dollars.
-b : we paid for supplies purchased on account for 70 dollars
-c : we see in a far ending column that we have a zero starting balance
-d : we also see that we have a one hundred dollar increase in the balance from received cash from a customer
-e : we see a 70 dollars decrease in the balance when we paid for supplies that were purchased on account.
-f : the debit in the cash account represents an increase in cash
-g : the credit to the cash account represents a decrease in cash.
So, both journals and ledgers are included in a set of accounting records.
Transaction two (the ledger) :
-a : Next, we see an accounting record for accounts payable
-b : accounts payable has an opening balance of zero dollars.
-c : it has an increase in the accounts payable with a credit of 70 dollars.
-d : and then, on line five, we paid for the supplies that we purchased on account , which decreased the liability account payable by 70 dollars. So, our balance for accounts payable is zero after we made that payment.
The Trial Balance
Next, let’s take a look at the T account
| Date | Description | Debit Credit | Balance | |
| 9.3/2001 | Received cash from customer | 100 | Zero 100 | |
| 9.3/2001 | Paid for supplies purchased on account | 70 | 30 | |
Section 7: Banking
A bank is a financial institution that accepts deposits from the public and creates credit.[1] Lending activities can be performed either directly or indirectly through capital markets. Due to their importance in the financial stability of a country, banks are highly regulated in most countries. Most nations have institutionalized a system known as fractional reserve banking under which banks hold liquid assets equal to only a portion of their current liabilities. In addition to other regulations intended to ensure liquidity, banks are generally subject to minimum capital requirements based on an international set of capital standards, known as the Basel Accords.
Banking in its modern sense evolved in the 14th century in the prosperous cities of Renaissance Italy but in many ways was a continuation of ideas and concepts of credit and lending that had their roots in the ancient world. In the history of banking, a number of banking dynasties – notably, the Medicis, the Fuggers, the Welsers, the Berenbergs, and the Rothschilds – have played a central role over many centuries. The oldest existing retail bank is Banca Monte dei Paschi di Siena, while the oldest existing merchant bankis Berenberg Bank.
Vocabulary :
A financial institution (FI) is a company engaged in the business of dealing with financial and monetary transactions, such as deposits, loans, investments and currency exchange. … Virtually everyone living in a developed economy has an ongoing or at least periodic need for the services of financial institutions.
Deposit dɪˈpɒzɪt/
noun
plural noun: deposits
1.
a sum of money paid into a bank or building society account.
“cash funds which are an alternative to bank or building society deposits”
2.
a sum payable as a first instalment on the purchase of something or as a pledge for a contract, the balance being payable later.
“we’ve saved enough for a deposit on a house”
| synonymes : | down payment, part payment, advance payment, prepayment, instalment, security,retainer, pledge, stake; |
Creditˈkrɛdɪt/noun
the ability of a customer to obtain goods or services before payment, based on the trust that payment will be made in the future.
“I’ve got unlimited credit”
| synonymes : | financial standing, financial status, solvency “the shop would be paid whether her credit was good or bad” |
an entry recording a sum received, listed on the right-hand side or column of an account.
“the columns should be added across and down and the total debits should equal the total credits”.
capital market
noun
plural noun: capital markets
- the part of a financial system concerned with raising capital by dealing in shares, bonds, and other long-term investments.
Fractional-reserve banking is the practice whereby a bank accepts deposits, makes loans or investments, but is required to hold reserves equal to only a fraction of its deposit liabilities. Reserves are held as currency in the bank, or as balances in the bank’s accounts at the central bank.
Practice translation : Le système de réserves fractionnaires (on parle aussi de « couverture partielle ») désigne le droit pour une banque commerciale de prêter, par des jeux d’écritures, de l’argent qu’elle n’a pas et sur lequel, outre le remboursement par le débiteur, elle touchera des intérêts, sachant toutefois qu’elle devra se refinancer en collectant des dépôts pour maintenir son équilibre de bilan.
Are Banks Corporations ?
All banks should have a corporate structure. They are businesses like any other; their products happen to be financial services. While theoretically there’s nothing preventing a bank from operating as a non-corporate sole-proprietorship or general partnership, the kinds of people with the money and wherewithal to start a bank tend to be sophisticated enough to incorporate for liability reasons. There may be a regulatory requirement to incorporate, but I don’t know that it’s ever been necessary.
Even a privately held corporation will have corporate officers. Consider small regional banks with 5-10 locations or even some large banks, such as First National Bank of Omaha (Wiki).
There are also private banks that are not. It’s less common in the U.S., though, than in Europe.
There’s also the Federal Reserve, which in some ways acts like a corporation and in other ways like a government agency.
There are also credit unions and savings and loan organizations, which in some ways may act like banks but are organized under separate statutes with different rules.
Vocabulary :
First National of Nebraska is a privately held, interstate bank holding company based in Omaha, Nebraska, United States.
The Federal Reserve System, often referred to as the Federal Reserve or simply “the Fed,” is the central bank of the United States. It was created by the Congress to provide the nation with a safer, more flexible, and more stable monetary and financial system.
Home-work :
Read the text titled ‘Are Banks Corporations ?’ and then explain the following terms and then translate them into French language ;
A sole-proprietorship ; A partnership ; a corporation ; credit unions ; liability.
How to Open a Bank Account in a Corporate Name
by Christopher Carter
Opening a bank account in the name of a corporation is necessary to prove that the company is not mixing the shareholders’ personal funds with cash generated from the company. A corporation that does not open a bank account using the corporation’s name puts the company’s limited liability status in serious jeopardy. Opening a bank account in the corporation’s name establishes the fact that the company is operating as a separate legal entity from the corporation’s shareholders.
Vocabulary :
limited liability : limited liability
noun
BRITISH
- the condition by which shareholders are legally responsible for the debts of a company only to the extent of the nominal value of their shares.
Nominal Value
Also referred to as face value or par value, nominal value is the value shown on the face of a security certificate or instrument, including currency. The concept most commonly applies to stocks and bondsbut is especially important to bond and preferred stock investors.
Nominal value is an often arbitrarily assigned amount used to calculate the dollar accounting value of a company’s stock for balance sheet purposes (par value is the term commonly used in this context). Forbonds and preferred stock, however, nominal value represents the amount that must be repaid atmaturity. Corporate bonds usually carry a $1,000 nominal value, municipal bonds usually carry a $5,000 nominal value, and government bonds usually carry a $10,000 nominal value.
HOW IT WORKS (EXAMPLE):
Let’s assume XYZ Company decides to issue $10 million in bonds to fund the construction of a new factory. The bonds mature in 20 years. If XYZ Company sells the bonds in $1,000 increments, each bond certificate would have a nominal value of $1,000 and the bearer of that bond would therefore be entitled to receive $1,000 from XYZ in 20 years.
If XYZ Company also agreed to pay 5% annual interest on the bonds, the bearer of an XYZ Companybond would also be entitled to $50 per year in interest payments.
WHY IT MATTERS:
Nominal value is a crucial component of many bond and preferred stock calculations including interest payments, market values, discounts, premiums and yields.
As shown in the example above, the interest on bonds is usually calculated as a percentage of nominal value. Additionally, bondholders often receive a percentage over the bond’s face value as a redemption premium if the borrower repays the debt before it is due (this is often done on a sliding scale based on when the bonds are redeemed).
It is important to note that for stocks, nominal value (commonly called par value when referring to stocks) generally has no relation to market price. Bond prices, however, are heavily influenced by their nominal values and are quoted as a percentage of nominal value. Bond prices may diverge from their nominal values if their interest rates are above or below the interest rates offered by other similar bonds. Further, although a bond’s nominal value may represent the amount the bond was originally sold for (and thus how much the issuer was lent), many bonds are sold at a premium or discount to nominal value, depending on market conditions and the creditworthiness of the issuer. This is particularly true for zero-coupon bonds, which are always sold at a discount because the investor does not receive interest until the bonds mature.
Vocabulary
A security: securitysɪˈkjʊərɪti,sɪˈkjɔːrɪti/
noun
the state of being free from danger or threat.
“the system is designed to provide maximum security against toxic spills”
| synonymes : | certainty, safe future, assured future, safety, reliability, dependability, solidness,soundness “employees have an interest in the security of their jobs” |
a thing deposited or pledged as a guarantee of the fulfilment of an undertaking or the repayment of a loan, to be forfeited in case of default.
| synonymes | guarantee, collateral, surety, pledge, bond |
market value
n.
The amount that a seller may expect to obtain for merchandise, services, or securities in the open market.
market value
n
(Economics) the amount obtainable on the open market for the sale of property, financial assets, or goods andservices
mar′ket val`ue
n.
the value of a business, property, etc., in terms of what it can be sold for on the open market.
open market
n
(Commerce)
a. a market in which prices are determined by supply and demand, there are no barriers to entry, and trading isnot restricted to a specific area
A deposit account
A deposit account is a savings account, current account or any other type of bank account that allows money to be deposited and withdrawn by the account holder. These transactions are recorded on the bank’s books, and the resulting balance is recorded as aliability for the bank and represents the amount owed by the bank to the customer. Some banks may charge a fee for this service, while others may pay the customer interest on the funds deposited.
Major types of a Deposit Account
- Transactional accounts, known as “current accounts” in the Commonwealth and “checking accounts” in the United States
A deposit account for the purpose of securely and quickly providing frequent access to funds on demand, through various different channels. Because money is available on demand, these accounts are also referred to as “demand accounts” or “demand deposit accounts”, except in the case of NOW accounts, which are rare checking accounts that require a seven-day notice before withdrawals.
A deposit account that pays interest at money market rates, and for which no notice or very short notice is required for withdrawals. In the United States, they are similar to checking accounts in that they offer check-writing privileges and instant access but they are subject to the same regulations as savings accounts, including monthly transaction limits.
Accounts maintained by retail banks that pay interest but can not be used directly as money (for example, by writing a cheque or using a debit card at a point of sale), although cash can be withdrawn from these accounts at an automated teller machine. While they are not as convenient to use as checking accounts, these accounts generally offer consumers a higher rate of interest than a transactional account and will usually be linked to a transactional account.
- Time deposit, also known as a certificate of deposit in the United States
A money deposit at a banking institution that cannot be withdrawn for a preset fixed ‘term’ or period of time and will incur penalties for withdrawals before a certain date. When the term is over it can be withdrawn or it can be rolled over for another term. Generally speaking, the longer the term the higher the interest rate offered by the bank.
- Call deposit
A deposit account that allows for the withdrawal of funds without penalty but requires a higher minimum balance to earn interest.[1]
A deposit account in which amounts over a certain balance are automatically transferred to another account pursuant to a pre-determined set of arrangements.
Homework
Consult a bank to seek information about formalities like documents and regulations governing Time deposits.
Sight Deposit Account
The National Bank offers you the Sight Deposit Account, a flexible deposit account, which covers all the needs of modern business.This account has been designed to serve your daily transactions, easily and securely, offering you the option to enjoy the following privileges:
- Checkbook (provided that the statutory requirements are fulfilled)
- Automatic payment of your regular obligations
- Easy handling of your account from anywhere, by using the alternative channels of i-bank National Bank (Internet, Phone and Mobile Banking, ATM)
- Fast and prompt service for your daily transactions.
Beneficiaries
Non Retail Banking Customers:
- Individuals – professionals
- Legal Entities.
Minimum deposit amount for account opening
€750
Benefits
- You are entitled to a checkbook, subject to the legal and real solvency criteria. If your account has an average six-month balance above the necessary minimum balance, the service is free of charge
- Debit Mastercard (individuals accounts) / Debit Mastercard Business (in legal entities accounts) gives you instant and easy access to your account at any time enabling you to perform a host of transactions:
- via NBG’s i-bank ATM network or the ATM network of other banks displaying the Mastercard logo in Greece and abroad;
- purchases of products and services at all businesses displaying the Mastercard logo in Greece and abroad;
- contactless transactions at businesses equipped with the special readers;
- online shopping at Internet traders displaying the Mastercard logo and traders certified byMasterCard SecureCode;
- collect and redeem points for purchases you carry out under NBG’s go4more reward program.
- i-code device provided for banking via NBG’s i-bank Internet, Phone and Mobile Banking service
- Information about the detailed status of your account, through a monthly statement, which is sent for free to the local branch
- Free of charge monthly statement, received through the Internet Banking application (i-statement)
- Option to receive:
- monthly statements at your contact address, subject to charges
- regular daily statement at your local branch, subject to charges
- Free information on your account’s status 24 hours a day, 365 days a year, through:
- the i-bank Internet Banking service, regarding the transactions in the last three months
- the NBG i-bank ATM network (last 7 transactions)
- Option for automatic payment, by charging your account, of your regular obligations (eg electricity, telephone, water, mobile bills) through a standing order at your local branch
- Option to charge your account, at no extra charge, on predetermined dates and at fixed amounts and to credit another account of the applicant or other beneficiary that is kept at the National Bank, to cover liabilities (eg rent) through a standing order.
Vocabulary
Transaction tranˈzakʃ(ə)n,trɑːnˈzakʃ(ə)n,tranˈsakʃ(ə)n,trɑːnˈsakʃ(ə)n/
plural noun: transactions
- 1.
an instance of buying or selling something.
“in an ordinary commercial transaction a delivery date is essential”
| synonymes : | deal, business, agreement, undertaking, affair, arrangement, bargain, negotiation,treaty, contract, pact, compact, bond, settlement; proceedings “property transactions” |
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