Thursday, August 20, 2020
Is It OK to Smoke Just One Cigarette After Quitting
Is It OK to Smoke Just One Cigarette After Quitting Addiction Nicotine Use After You Quit Print Is It OK to Smoke a Cigarette After Quitting? By Terry Martin facebook twitter Terry Martin quit smoking after 26 years and is now an advocate for those seeking freedom from nicotine addiction. Learn about our editorial policy Terry Martin Medically reviewed by Medically reviewed by Sanja Jelic, MD on January 19, 2020 Sanja Jelic, MD, is board-certified in sleep medicine, critical care medicine, pulmonary disease, and internal medicine. Learn about our Medical Review Board Sanja Jelic, MD Updated on January 28, 2020 Creativ Studio Heinemann / Getty Images More in Addiction Nicotine Use After You Quit How to Quit Smoking Nicotine Withdrawal Smoking-Related Diseases The Inside of Cigarettes Alcohol Use Addictive Behaviors Drug Use Coping and Recovery As of Dec. 20, 2019, the new legal age limit is 21 years old for purchasing cigarettes, cigars, or any other tobacco products in the U.S. As ex-smokers are fond of saying, cigarettes travel in packs. Research shows that ex-smokers have an increased likelihood of a smoking relapse when theres greater exposure to other smokers in social situations, work, or at home. ?? If you decide to go ahead and smoke just one, chances are youll be back to smoking as much as you used to before long. Dont kid yourself that you can control nicotine once you get a taste of it. It just doesnt work that way for nicotine addicts. The only way to keep the beast at bay is to keep nicotine out of your system. If You Slipped and Smoked a Cigarette If you slipped and smoked a cigarette, recognize that you can easily relapse completely, but you havent yet gone that far. Look for tactics to make it harder to take another smoke. Reach out to your social support. Dont let feelings of failure snowball until you give up on quitting. Ask Yourself 7 Questions Before Smoking a Cigarette If you absolutely cannot shake thoughts of smoking and are worried youre about to cave in and smoke, stop everything. Sit down with a pen and paper and honestly answer the questions below. Or, answer these questions in advance and carry them with you to review when needed. Thinking back to the day you quit, how were you feeling about smoking?How many years did you smoke? How long did you want to stop?If you go back to smoking will you want to quit again? Will you wish you hadnt lit up?When will you quit again? Will it be weeks, months, years, or when illness strikes?What benefits will smoking offer you?Is smoking now worth giving up all of the work youve invested in cessation?Will quitting be any easier the next time around? Taking an honest look at these questions and their answers will help you find balance when the urge to smoke seems so important that youre ready to throw everything youve worked for away and give in. Keep your memory green and dont lose sight of the reasons you quit smoking. They are no less true today than they were when you quit, but if youre not careful, they can feel less critical. Dont Give Addictive Thoughts Power When many people quit smoking they go through a fair amount of junkie thinkingâ"the internal battle between nicotine addiction and themselves. Early in smoking cessation that dialog can seem relentless. The voice in your head trying to convince you to smoke is persistent, annoying and exhausting. This phase of nicotine withdrawal is temporary.?? The less attention you give to unhealthy thoughts of smoking, the better. But how can you do that? Its important to realize ahead of time that the mental contortions youre going to experience after you stub out your last cigarette are a normal part of the recovery process. Dont panic and think youre failing because you want a cigarette. Think of that inner chatter as a sign of healing, because that is exactly what it is. Distracting Yourself From Smoking Thoughts Time will lessen the pull of thoughts that trigger cravings to smoke. In the meantime, use distraction as a tool to jolt yourself out of a bad mindset as smoking thoughts come up. Create a list of activities you can do at a moments notice so that youre not left struggling when the urge to smoke hits. Be proactive and know that with each urge you overcome, your brain is registering new ways of coping. In time, it will be easier to redirect yourself, and with more time, thoughts of smoking will lose their power entirely. Some days will be worse than others. Such is smoking cessation, and such is life. On days when simple distractions dont work and youre feeling agitated and unhappy, pull out a different listâ"one that details rewards tailored to your interests. Create a List of Rewards Many people tend to neglect their own comfort in favor of the needs of others who are important to them. You put them first on the list, and while this is admirable, you must take care of your own needs, especially while quitting tobacco. Put a list together of ways to pamper yourself. Include items that you know will make you feel good and will rejuvenate your body and mind after a hard day. Ideas could include: Dinner out or dinner in with take-out (or have someone else in the family cook)Taking a long walk in nature with the dog.Give yourself an hour to soak in a long hot bath.Relax with a good book in a quiet room.Head to the gym for a workout and a swim.Take a power nap.Schedule some time to work on a hobby you enjoy. Make your treats self-indulgent and guilt-free. Youre working hard to recover from a tough addiction, and a little positive reinforcement goes a long way. If all else fails and cigarette cravings wont give you any peace, put your mind on ignore and go to bed earlier than usual. Tomorrow will be a better day. Reach out for Online Support You can call or text the National Cancer Institutes quitline or sign up for their live chat, including a real-time link to a counselor. Even if you are not a person who likes to participate in forums or group support, stop in and take a browse through a smoking cessation support forum. Join an active community of people who are at all stages of quitting, and theres no doubt your motivation will be bolstered by what you read there. Cigarettes Offer You Nothing of Value The truth of the matter is that smoking offers you nothing of value, and that empty feeling you have that smoking used to fill will go away in time...as long as you dont smoke. Recovery from nicotine addiction can feel like it will never end, but thats just not true. It does take time to reprogram old associations, but it doesnt take forever. Be patient with yourself and allow the healing process to take place, regardless of how long it takes. Nurture and protect your quit program because its the path to the healthier and happier life that you deserve.
Sunday, May 24, 2020
Accounting for Operational Activities Illustrative...
CHAPTER FIVE: COST ESTIMATION Introduction When managers make decisions they need to compare the costs (and benefits) among alternative actions. In this chapter, we discuss how to estimate the costs required for decision making (Lanen, 2008). Learning Objectives: According to Lanen (2008), after completing Chapter 5 you should: 1. Understand the reasons for estimating fixed and variable costs. 2. Estimate costs using engineering estimates. 3. Estimate costs using account analysis. 4. Estimate costs using statistical analysis. 5. Interpret the results of regression output. 6. Identify potential problems with regression data. 7. Evaluate the advantages and disadvantages of alternative cost estimates.â⬠¦show more contentâ⬠¦| | Disadvantages of engineering estimates 1. Can be quite expensive to use. Learning Objective Three: Estimate costs using account analysis. Account Analysis Estimating costs using account analysis involves a review of each account making up the total costs being analyzed and identifying each cost as either fixed or variable, depending on the relation between the cost and some activity. Account analysis relies heavily on personal judgment. This method is often based on last periodââ¬â¢s cost along and is subject to managers focusing on specific issues of the previous period even though these might be unusual and infrequent(Lanen, 2008) . Example: Account Analysis (Exhibit 5.1) |3C Cost Estimation Using Account Analysis | |Costs for 360 Repair Hours |Show MoreRelatedFundamental Financial Accounting Concepts13807 Words à |à 56 PagesEighth Edition Fundamental Financial Accounting Concepts Thomas P. Edmonds University of Alabamaââ¬âBirmingham Frances M. McNair Mississippi State University Philip R. Olds Virginia Commonwealth University Edward E. 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However, there are two situationsRead MoreFinancial Reporting Council: the Use of a Sector Neutral Framework for the Making of Australian Accounting Standards49538 Words à |à 199 PagesFinancial Reporting Council: The Use of a Sector Neutral Framework for the Making of Australian Accounting Standards Introduction The Australian Financial Reporting Council (FRC) was established on 1 January 2000 under section 225 of the Australian Securities and Investments Commission Act 19891 (ASIC Act) for the purpose of overseeing Australiaââ¬â¢s accounting standard setting process. One of the key functions of the Financial Reporting Council (FRC) is to provide broad oversight of the processesRead MoreGsl Mc25499 Words à |à 102 Pages1 Which one of the following statements best describes the nature of strategy? 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Being an area of limited research, it is thus valuable to investigate what MA advisory firms viewRead MoreEconomic Capital15885 Words à |à 64 PagesCapital, Uses of Economic Capital in the current marketplace, Tie-in of Economic Capital to Regulatory / Rating Agency Capital, Current approaches to calculating Economic Capital, and Current approaches to allocating Economic Capital. A summary of the answers obtained from t he industry survey, as well as a review and discussion of available literature is provided in two separate Appendices. We would like to point out that the EC subgroup maintains an updated version of this Specialty Guide on its websiteRead MoreWhat Does Organizational Change Mean?17842 Words à |à 72 PagesAvailable online at http://www.idealibrary.com on doi: 10.1006/mare.2001.0176 Management Accounting Research, 2001, 12, 403 435 What does organizational change mean? Speculations on a taken for granted category Paolo Quattrone* and Trevor Hopperâ⬠Despite widespread research on why and how organizations change, what constitutes change is often taken for granted. Its definition is avoided. Studies based on individualsââ¬â¢ rational choice imply that change flows from purposive actions in accordance withRead MoreChap 533156 Words à |à 133 PagesChapter 5 Activity-Based Costing and Customer Profitability Analysis Cases |5-1 |Blue Ridge Manufacturing (Activity-Based Costing for Marketing Channels) | |5-2 |Columbo Soft-Serve Frozen Yogurt: Using Activity Based Costing To Assess Channel/Customer Profitability | |5-3 |Wilson Electronics (A) | |5-4 |Wilson
Wednesday, May 13, 2020
Hawthorne and The Birthmark No Judgment Intended Essay
Since the beginning of time, people have lived by the expression, or at least heard From their motherââ¬â¢s, that ââ¬Å"no one should judge another based on physical attributes.â⬠ââ¬Å"The Birthmark,â⬠by Nathaniel Hawthorne gives its reader an important example of this worldly known moral. In ââ¬Å"The Birthmark,â⬠Hawthorne uses characterization, a foil character, hyperbole, a dramatic setting, imagery and a huge tragedy in order to display the judgment morality of his main character, Aylmer. Hawthorne goes into every detail possible about his characters, Georgiana and her husband, Alymer. He does not go too much into detail about Amindab, because most of the story is based on Alymer and Georgiana. For example, ââ¬Å"He had devotedâ⬠¦show more contentâ⬠¦Hawthorne creates a foil character, Aylmerââ¬â¢s assistant, Aminadab, who shows complete affection towards Georgiana. He is the complete opposite of Aylmer, when considering his feelings and opinions about life. ââ¬Å"Yes, master,â⬠answered Aminadab, looking intently at the lifeless form of Georgiana; and then he muttered to Himself, ââ¬Å"If she were my wife, Iââ¬â¢d never part with that birthmarkâ⬠(652). This quote shows the reality of Aminadabââ¬â¢s feeling of sympathy for Georgiana. He knows that the removal of her birthmark is like a sacrifice that she had to make for her husbandââ¬â¢s happiness. His thoughts are obvious, and throughout the story, this is the only place where he displays his thoughts with the audience his true feelings. Even though he shares these opinions, he does not do anything to try and stop Aylmer from operating on his wife. Hawthorne may be using this foil character to even more justify his underlying moral. Hyperboles seem to take form in many short stories sort of making its tone and atmosphere become dramatic, especially in ââ¬Å"The Birthmark.â⬠Hawthorne creates many instances of hyperbole throughout his story, which all seemingly concern Georgianaââ¬â¢s birthmark. ââ¬Å". .I know not what may be the cost to both of us to rid me of this fatal birthmark. Perhaps its removal may cause
Wednesday, May 6, 2020
Comparison Within Clarissa Dalloway Free Essays
Virginia Woolf creates interesting contrast within the character of Clarissa Dalloway using stream of consciousness narration in her novel Mrs. Dalloway. Clarissas inner thoughts reveal a contrast between her lack of attraction to her husband due to her lesbian feelings and her fear of loosing him as a social stepping stone. We will write a custom essay sample on Comparison Within Clarissa Dalloway or any similar topic only for you Order Now These contrasts and many others can be seen throughout the novel using the literary device of stream of consciousness narration. Clarissas character reveals to us early in the book her lack of attraction to her usband. This revelation can be seen in the passage that states: â⬠¦through some contraction of this cold spirit, she had failed himâ⬠¦she could see what she lackedâ⬠¦it was something central which permeatedâ⬠¦. The cold spirit that she talks of is her sexuality, in being attracted to women, and her lack of understanding why she is this way. This is the main reason for her lack of attraction. She feels that she has let him down because she cannot complete her duties as his wife. Clarissa had lost both a sexual relationship and exual attraction with her husband since the birth of her teenage daughter Elizabeth: â⬠¦she could not dispel a virginity preserved through childbirth which clung to her like a sheet. Clarissa tells us of her true sexuality as she remembers her girlhood friend Sally Seton. Sally is the only person that Clarissa has ever had any real passionate feelings for. But this question of love, this falling in love with women. Take Sally Seton; her relation in the old days with Sally Seton. Had not that, after all, been love Although Sally held er heart, her homosexual feelings were not socially acceptable. Clarissa is therefore obliged to enter into a marriage to Richard Dalloway for social purposes. A contrast to Clarissas lack of attraction to her husband is seen in her fear of loosing him. Richard provides for her a stepping stone for her to be the socialite that she strives to be. When Richard is invited to a lunch with Lady Bruton, a twinge of fear is evident in Clarissa that she is loosing her husband: Fear no more the heat o the sun; for he shock of Lady Bruton asking Richard to lunch without her made the moment which she had stood shiverâ⬠¦. Without him, she would be nothing in society, so Clarissa is scared of loosing him even though she has no attraction towards him. A contrast in the deeper self of Clarissa Dalloway can be seen in the stream of consciousness narration in Mrs. Dalloway. She reveals her lack of attraction for her husband and her fear of loosing him through her inner thoughts. This provides for us the ability to see the weaknesses of Clarissa and many of the other characters. How to cite Comparison Within Clarissa Dalloway, Essay examples
Tuesday, May 5, 2020
American History free essay sample
A paper which looks at the changes that took place in American history between World War I and the 1970s. A paper written in fictitious autobiographical style which discusses the many changes that took place in America between World War I and the 1970s. The paper discusses the causes of the WWI and its aftermath. It presents facts about World War II, the Cold War, the Korean War and Vietnam. The conclusion is an analysis of the event that has been the most significant in reshaping American life forever the Civil Rights Movement. Lets skip ahead to the World War II period, the war began in 1939 and I was 33 years old. I had been married for ten years and had two children and was a housewife. The war began as a conflict between Germany and Anglo French coalition but quickly broadened to engage most nations of the world. The war saw the introduction of two new weapons: the atomic bomb and a long-range rocket. We will write a custom essay sample on American History or any similar topic specifically for you Do Not WasteYour Time HIRE WRITER Only 13.90 / page To date WWII has been the most devastating war in history in terms of loss of human life and destruction. (World War II)
Wednesday, April 1, 2020
Red Lake High School Shooting Essay Essay Example
Red Lake High School Shooting Essay Essay Jeffrey James ââ¬Å"Jeffâ⬠Weise was an Ojibwe Native American stripling. and a pupil at Red Lake Senior High School in Red Lake. Minnesota. He killed nine people and wounded five others in a shooting fling on March 21. 2005. when he was merely 16 old ages old. Weise foremost murdered his gramps and grandfatherââ¬â¢s girlfriend at his dawdler place in Red Lake. He so shot and killed an unarmed security guard. a instructor and five pupils at Red Lake Senior High School. The shot ended when Weise committed self-destruction. Research shows that Jeff was a unusual immature adult male. interested in Gothic things black vesture and Nazism. but a expression a small farther into his yesteryear led to a few interesting disclosures. Jeffââ¬â¢s parents were neer married. because his female parent was merely 17 when she gave birth. She was forced to give Jeff to his male parent when he was three months old. Then when he was two his female parent took him back. She was reportedly an opprobrious alky with a inclination to both physically and emotionally mistreat her first born boy. In 1997 Jeffââ¬â¢s father committed self-destruction after a two twenty-four hours draw with constabulary. We will write a custom essay sample on Red Lake High School Shooting Essay specifically for you for only $16.38 $13.9/page Order now We will write a custom essay sample on Red Lake High School Shooting Essay specifically for you FOR ONLY $16.38 $13.9/page Hire Writer We will write a custom essay sample on Red Lake High School Shooting Essay specifically for you FOR ONLY $16.38 $13.9/page Hire Writer Then in 1999 his female parent suffered encephalon harm after a auto accident in which she had been imbibing and driving. Jeff was so placed in the attention of his grandma at the Red Lake Reservation. Jeff did non hold the right start in life. His parents should hold been older and more ready for a kid when he was born. They besides should hold been married. Jeff besides should hold had a more stable place life as an baby. It is dubious that he had a steadfast fond regard with his female parent or male parent sing that he was passed between them at 3 months old and 2 old ages old. He besides should non hold been physically or emotionally abused. His female parent failed him in that facet and the fact that she was an alcoholic makes it even worse. It is besides dubious that Jeff dealt with his fatherââ¬â¢s self-destruction in a healthy manner. He did non hold the support that he should hold had from his female parent. By the clip he got to his grandmotherââ¬â¢s attention he had already led a really hard life. This ties in to every chapter that we have discussed so far. It refers to attachment. maltreatment. adolescence and everything. It all goes back to the first thing we talked about that said when parents fail to give their kid a good start in life everybody suffers. as is the instance with the households of Jeffââ¬â¢s victims.
Saturday, March 7, 2020
Reforms to Kenyas Corporate Law and Practice Essays
Reforms to Kenyas Corporate Law and Practice Essays Reforms to Kenyas Corporate Law and Practice Essay Reforms to Kenyas Corporate Law and Practice Essay The Companies ACTA (hereinafter referred to as the Act) Is based extensively on the united Kingdoms Companies Act 1948. This law has been in existence for the past 60 years with very minimum developments. It is imperative that laws should not be static but should change in tandem with the societal changes. Therefore, there is need to modernize Jennys company law to make it responsive to the currents needs by taking into consideration emerging trends in corporate affairs around the globe. Such emerging trends include modern means of communication, modern patterns of exultation and ownership as well as current trends of globalization and regional integration. A modern company law regime will support a competitive economy and spur Jennys economic growth as envisaged by Vision 2030. Amendments to the company law as It Is will definitely keep It In stride with the changing modes of corporate law and practice. It Is of Interest to note that the Auks Companies Act 1948 which our very own Act Is based on has undergone considerable changes. This same law has been discarded in most commonwealth countries. In UK, the changes have illuminated into the enactment of the Companies Act of 2006. An Anally Limited v. Attorney Generate, it was Lord Dinings view that: The common law cannot be applied in a foreign land without considerable qualification. Just as with an English oak, so with the English Common law. You cannot transplant to the African continent and expect it to have the same character it has in England. It will flourish indeed, but it needs careful tending The common law cannot fulfill this obligation except with considerable qualification Taking into consideration Lord Dinings words about moon law as stated above, we submit that with reference to an imported Act, It has to be tailored towards a Jurisdictions needs before or after importation. Therefore, such an Imported law needs to be updated from time to time so as to keep along with the changing circumstances In the local Jurisdiction. It is against this background that this part of our paper proposes reforms to Jennys Corporate Law and Practice. Proposed Reforms to Jennys Corporate Law and Practice (a) Company insolvency provisions The Company Act as it is today contains provisions relating to winding up of impassions. Whereas we acknowledge that such a state of affairs makes the Act a one stop shop for all company matters, it is our view that this increases the complexity of the same Act. In light of this, it is our recommendation that insolvency related provisions be expunged from the companies legislation. Insolvency related provisions should be contained In an Act specifically meant for insolvency. (b) Rehabilitation of Insolvent Companies Whenever a company becomes insolvent under the Act, it almost always leads to bringing to an end the existence of a company. This leads to loss of employment by former employees of such a company thus leading to high levels of employment which the Kenya government is grappling with. It is our view that an insolvent company should only be wound up where circumstances do indicate that the company cannot be brought back to its feet. We therefore, recommend that where there are reasons to believe that an insolvent company is capable of corporate rescue, such a company should not be wound up but it should be rehabilitated. 5 This reform has been Justified as crucially relevant to Jennys vision twenty thirty6 which seeks to transform Kenya into a competitive and prosperous middle income economy. It is thus implicit that this proposed reform has as its inherent object the reinforcement of the poverty reduction strategies through a rehabilitation and rescue procedure whose effective implementation would save Jobs and revenue in the long term (c) Preferential treatment of creditors The Act, during a Companys winding up process, puts preference to the government as a creditors as opposed to other creditors. It is against this background that we propose for an equal treatment of all company creditors during winding up. Many bona fide creditors of insolvent companies do lose the opportunity to recover their money because of the consideration of the government as a preferential creditor. This policy is detrimental to the growth of other businesses that are not classified as secured creditors. Where businesses are unable to recover the money owed to them, they may also experience financial difficulties and eventually suffer liquidation as well with the effect that a series of receivership occur and the momentum continues to build for more business failures. Government loss in the short term will certainly e compensated when the businesses have recovered and begin to pay taxes. (d) Enhancement of monetary penalties/values The Act contains various offences which carry monetary penalties. For instance, where a liquidator fails to comply with section 269 (3) of the Act, he is liable to a fine not exceeding one hundred shillings for every day during which he is in default. On the other hand, an offence committed by a director under section 276(3) makes one liable to imprisonment for a period not exceeding twelve months or to a fine not exceeding twenty thousand shillings or to both. Further, under part VI of the Act, a bet of at least asks. 1000 owed by a company to a debtor is sufficient ground for commencement of winding up proceedings if such a debt remains unpaid for three weeks upon demand. It is our view that the monetary values highlighted above were set taking into consideration Jennys economic circumstances during the sass. We propose that all monetary values under the Act be enhanced to reflect the current economic trends. Act cannot serve as a deterrent. Offenders who are well endowed economically might commit offences at will knowing so well that consequences for such conduct are not rave. We propose enhancement of penalties and fines for offences under the Act. For instance, where a director is found guilty of a misconduct under the Act, he should be barred for life from holding a seat as a director in any other company. This reform will rid the corporate world of fraudsters masquerading as directors. (e) Need to accommodate and adopt modern business communication practices The Act demands those engaged in the formation of a company to submit hard copies of the documents required for registration of a company to the registrar. Submission of he hard copies to the registrar also involves the physical presence of whoever submits the documents at the company registry. Further, the documents are usually presented and registered solely at the Company registry situate at the State Law Offices in Nairobi. A companys annual returns are also required to be submitted to the registrar in a hard copy. The existence of a single company registry leads to long queues and congestion at the company registrars office. A single company registry in the whole country causes mobility difficulties for people resident in far flung areas eke Alloying, Hajji, Mandela, Van and Chances. We recommend that the Company Act should be amended so as to allow online registration of companies. Online registration of companies will reduce the agony and difficulties experienced by Kenya resident in far flung areas. There is need to adopt and recognize electronic communication and the use of websites for a companys communications. Online registration and submission of annual returns by companies, payment of taxes and other related issues should be done online other than the current manual and physical practices of filing the said documents at the company registry. In the event that Kenya lacks the machinery to deal with technological challenges or cyber fraud likely to arise from the proposed online reforms, it is our alternative recommendation that County Company Registries be established in all the counties. Decentralization of the Company Registry will go a long way in fulfilling the Constitution of Kenya, 2010 objects. Company registries should be established in all the regional state law offices spread across the country. (f) One Member Company Section 4 of the Act provides that a public company shall be formed by seven or more errors whereas a private company shall be formed by 2 to 50 members. We argue that there are individuals with the economic wherewithal to promote and form a company single handedly . This kind of people should not be subjected to the troubles of looking for additional people to aid them in becoming members of a company. It is our suggestion that the law should be amended to allow a single individual to form a company provided the register of Members includes the name and address of that member and a statement that the company has only one member. There should be no restrictions on increasing the number of members to ore than one other than the company ensuring that the additional details of members are entered in its register of members. (g) Company Secretaries The current Act requires that every company shall have a secretary who is qualified in accordance with section 20 of the Certified Public Secretaries Act, 1988. In our nominal capital results to an extra-economic burden to small private companies. Whereas we acknowledge that the hiring of a Company Secretary by each company instills professionalism within the corporate world, the economic implication of this requirement on small private companies should not be ignored. It is against this backdrop that we suggest an amendment to the Act in order to allow private companies with a nominal capital of less than Five Million Shillings (EKES. ,000,000) not to hire a secretary qualified in accordance with section 20 of the Certified Public Secretaries Act, 1988. Instead, a director or any authorized person may fulfill the duties of a secretary. On the part of private companies with a nominal capital of at least asks. 5,000,000, we recommend that they should hire company secretaries registered with the Institute of Certified Public Secretaries of Kenya (SKIPS). This will accelerate professionalism and proper accountability in company matters. H) Stan dard of proof in fraud Another difficulty with the Act is the lifting of the corporate veil. In Re William Letch Brose Ltd, the court gave the word fraud a very liberal definition and noted that, where a Company continues to carry on business and incurs debts at a time when to the knowledge of the Directors, no reasonable prospects of the Creditors ever receiving payment of these debts, it is, in general a proper inference that the Company is carrying on business with the intent to defraud and in that case, the reporter veil can be lifted. Section 323 of the Act is to the effect that the shareholders and directors can be held liable for the debts and liabilities of the Company if it is proved that they were fraudulent in their dealings. In both fraudulent conduct highlighted above, there is always a difficulty in proving fraud. The degree of proof required is higher than a balance of probabilities but not beyond reasonable doubt. This state of affairs demands a lot of evidence so as to prove fraud yet in most instances there is never enough evidence to prove it. We recommend the incorporation of Shareholders Agreements within the Act. The Shareholders Agreement can practically make any provision for any conceivable eventuality in their relationship and thereby address in advance most of the issues which lead to disputes, litigation and even winding up of the Company. 11 With a Shareholders Agreement, the need to prove fraud shall be dispensed with as one is at liberty to sue for breach of the agreement instead of raising fraud issues. O)Reforms as to memos and articles Under the Act, members are obligated to set out all the objects of the company in the memorandum, with the consequence of lengthy and bulky memos. We propose that the Act provides for submission of a simplified memorandum of association. This can be achieved by reducing the information the memos need to contain. The Act requires that where a company adopts any model articles within the Catch, members must register articles with the registrar of companies. We recommend that a company to which model articles apply should not register the articles with the registrar. The requirement to register model article only contributes to the Conclusion It is our view that the reforms highlighted above should be incorporated into the Act. Allowing communication of a companys information in electronic form and through websites will ease communication and facilitate the efficient operation of companies. The simplification of the memorandum of association and the exemption from registering articles of association for companies to which model articles apply will make formation of a company easier and faster. As such, if incorporated into the Act, the proposed reforms will simplify and demystify the formation and operation of companies.
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