text:
23 Kan. App. 2d 862
No. 75,910
SUNFLOWER PARK APARTMENTS, Appellee, v. DENISE JOHNSON, Appellant.
1. Because the interpretation and legal effect of written instruments are matters of law, the standard of review of an appellate court is unlimited. As a result, regardless of the construction given a written contract by the trial court, an appellate court may construe a written contract and determine its legal effect.
2. When valid lease agreements and housing assistance contracts limit the amount of rent that landlords may charge their tenants, landlords will be held to violate the lease agreements if they attempt to collect rent in excess of the stated amounts contained in the lease agreements.
Appeal from Wyandotte District Court; R. WAYNE LAMPSON, judge. Opinion filed April 25, 1997. Reversed and remanded.
Stephen M. Kirschbaum, of Wyandotte-Leavenworth Legal Services, of Kansas City, for appellant.
No appearance for appellee.
Before ELLIOTT, P.J., GREEN, J., and JOHN E. SANDERS, District Judge, assigned.
GREEN, J.: Denise Johnson appeals a trial court judgment in favor of her landlord, Sunflower Park Apartments (Sunflower), for rents owed. Johnson argues that her Section 8 status, a HUD/Housing Authority contract with Sunflower, and federal law preclude her liability for additional rents. We agree. Accordingly, we reverse the judgment of the trial court.
The facts of this case are not in dispute. Johnson's rent is subsidized by the Section 8 Housing Program. Under this program, Johnson is responsible for a percentage of the total rent due on her unit. The remainder is paid by a federal subsidy, in this case, the Kansas City, Kansas, Housing Authority (Housing Authority), a Public Housing Agency (PHA). Although Johnson timely paid her portion of the rent each month, the Housing Authority did not pay the subsidy for August or September 1995 because Sunflower failed to maintain the premises in accordance with federal housing quality standards. After the unit was repaired, the Housing Authority resumed the subsidy payments. However, the Housing Authority did not make subsidy back payments. On November 17, 1995, Sunflower sued Johnson for the back payments, possession of the unit, and late fees. Johnson denied that it was her obligation to make the payments. Johnson also filed a counterclaim alleging that Sunflower breached its contract in failing to maintain the unit in conformance with federal standards.
In determining that the Housing Authority had terminated its contract with Sunflower, the trial court concluded that the lease between Sunflower and Johnson had also been terminated. Consequently, the lease provisions that protected Johnson from paying more than $75 per month in rent were no longer valid. Nevertheless, the court determined that the broken appliances and poor maintenance lowered the rental value. The court denied Sunflower possession of the rental unit but granted it a judgment against Johnson in the amount of $450. The court further reduced that amount by the $150 Johnson had paid during the 2-month period. Johnson timely appeals from the $300 judgment against her.
On appeal, Johnson argues that the trial court erred in finding that the contract had been terminated. Sunflower did not file an appellate brief. Reviewing a trial court's findings of fact with regard to a written contract, our standard of review is as follows:
|"'Where the trial court has made findings of fact and conclusions of law, the function of this court on appeal is to determine whether the findings are supported by substantial competent evidence and whether the findings are sufficient to support the trial court's conclusions of law.' [Citation omitted.]" Gillespie v. Seymour, 250 Kan. 123, 129, 823 P.2d 782 (1991).
"Further, the interpretation and legal effect of written instruments are matters of law, Dutta v. St. Francis Regional Med. Center, Inc., 254 Kan. 690, 693, 867 P.2d 1057 (1994), and our standard of review is unlimited on a question of law. Gillespie v. Seymour, 250 Kan. 123, Syl. ¶ 2." Kansas Gas & Electric Co. v. Will Investments, Inc., 261 Kan. 125, 128, 928 P.2d 73 (1996). "Regardless of the construction given a written contract by the trial court, an appellate court may construe a written contract and determine its legal effect." Federal Land Bank of Wichita v. Krug, 253 Kan. 307, Syl. ¶ 2, 856 P.2d 111 (1993).
At trial, Sunflower's theory of the case was that its lease with Johnson and its contract with the Housing Authority had been terminated. In closing argument, Sunflower asked the court to determine a fair rental value for the 2-month period and to grant a judgment in that amount. Conversely, Johnson argued that there was no evidence that the contract between Sunflower and the Housing Authority had been terminated. Johnson emphasized that she had consistently met her obligation under the lease by paying her portion of the rent. Johnson argued that the 2 months of subsidy payments had merely been abated as contemplated by the contract, the lease agreement, and federal law. In finding for Sunflower, the trial court based its ruling upon a letter from the Housing Authority to Johnson, which stated:
"The unit you are now residing in did not meet Housing Quality Standards. By Federal law we may not
make rent assistance payments for a unit which fails to meet Housing Quality Standards.
"You need to come into the Section 8 Office within 10 days from the above date to complete the paperwork and pick up your certificate to find another unit."
The trial court reasoned:
|"I'm going to find that there was no contract as of the dates for August and September of 1995. I note by the language on the face of Exhibit One which is the lease dated commencing August 1994, I note that it says, 'It shall continue until'--and it lists several things. 'One. A termination of the lease by the landlord under Section Seven of the lease', and [it's] not applicable here. 'A termination by the lease by the tenant', which is not applicable here. And the last one, 'A termination of the contract by the Public Housing Association.' While I understand the argument of the defendant is that it was apparently abated, the language of Exhibit B indicates to this court that--that they were cancelling the contract as it pertains to this unit. It says, 'You will need to pick up your paperwork and to find another unit.' I don't see how that can be read in any other manner." (Emphasis added.)
The trial court's finding that the Housing Authority terminated its contract with Sunflower is contrary to provisions contained in both the contract and the lease. First, both documents specifically contemplate abatement of payments or termination of the lease if the premises fall below federal standards. The documents emphasize that written notice shall be given in either event. Second, the documents between the parties limit Sunflower to recovery of the tenant portion of the rent from Johnson. Third, the documents limit the conditions under which Sunflower may terminate the contract and require that Sunflower provide the Housing Authority with notice of legal action taken against Section 8 tenants.
Both documents set out the landlord's obligation to maintain the premises in accordance with federal standards. The lease agreement provides:
|"The Landlord shall maintain the Dwelling Unit, equipment and appliances, and common areas and facilities, to provide decent, safe and sanitary housing in accordance with housing quality standards (24 CFR Section 882.109) for the Section 8 Existing Housing Program, including the provision of all the services, maintenance and utilities set forth in this Lease."
Similarly, the housing assistance contract provides:
|"The Owner agrees to maintain and operate the Contract unit and related facilities to provide decent, safe and sanitary housing in accordance with 24 CFR Section 882.109, including the provision of all the services, maintenance and utilities as agreed to in the Lease. If the PHA determines that the Owner is not meeting this obligation, the PHA shall have the right, even if the Family continues in occupancy, to terminate or reduce housing assistance payments to the Owner, and to terminate the Contract." (Emphasis added.)
The housing assistance contract further provides that a violation of any obligation under the contract shall constitute a breach of the contract. The contract sets out the Housing Authority's remedies in the event of a breach as follows:
"If the PHA determines that a breach has occurred, the PHA may exercise any of its rights or remedies
under the Contract. The PHA shall notify the Owner in writing of such determination, including a brief statement of
the reasons for the determination. The notice by the PHA to the Owner may require the Owner to take corrective
action (as verified by the PHA) by a time prescribed in the notice. The PHA's rights and remedies under the
Contract include recovery of overpayments, termination or reduction of housing assistance payments, and
termination of the Contract.
"Any termination or reduction of housing assistance payments, or termination of the Contract by the PHA in accordance with this Contract, shall be effective as provided in a written notice by the PHA to the Owner."
In conformity with the contract requirements, the Housing Authority furnished Sunflower with notice, dated June 1, 1995, that an interim inspection of Johnson's rental unit revealed deficiencies which should be corrected so that Sunflower could continue to receive subsidy payments. The notice listed the deficiencies and instructed that repairs should be made before the July 3, 1995, reinspection date. The notice warned: "Failure to comply with these requirements will result in cancellation of your Housing Assistance Payment." (Emphasis added.) Handwritten notations at the top of the notice indicate that although the repairs were not completed as of September 13, 1995, the unit passed inspection on September 25, 1995. Payments were resumed in October 1995. Clearly, if the housing assistance contract had been terminated by the Housing Authority on August 1, 1995, as previously determined by the trial court, the Housing Authority would have had to enter into a new contract with Sunflower to resume making payments to Sunflower. Nevertheless, the record is totally void of any information as to whether a new contract was signed between Sunflower and the Housing Authority.
Both the lease agreement and the housing assistance contract specified that written notice would precede cancellation of payments or termination of the contract. Here, Sunflower's manager, Abdul H. Asalati, testified that he received written notice that Johnson's rental unit had fallen below federal standards and that failure to repair the unit would result in the loss of housing assistance payments. Conversely, Sunflower presented no testimony or documentary evidence of notice that the contract was being terminated. Furthermore, Johnson testified that she was never told that the housing assistance contract had been terminated.
Although Johnson was not a signatory to the housing assistance contract between Sunflower and the Housing Authority, the parties do not dispute the fact that Johnson was a third-party beneficiary of that contract. The housing assistance contract specifically names Johnson and her family as the intended beneficiaries. See Fasse v. Lower Heating & Air Conditioning, Inc., 241 Kan. 387, 389, 736 P.2d 930 (1987). In Fasse, our Supreme Court held that "[t]he third party beneficiary can enforce the contract if he is one who the contracting parties intended should receive a direct benefit from the contract." 241 Kan. at 389.
A key provision in the housing assistance contract stated that "the termination of a Family's housing assistance payments shall not affect the Family's other rights under the Lease, nor shall such termination preclude the resumption of payments as a result of changes in income or rent or other relevant circumstances during the term of the Contract." This is exactly what happened in this case. The housing assistance payments were terminated for 2 months, and the payments were resumed when Sunflower corrected the deficiencies in the premises.
This provision makes it abundantly clear that the termination of the family's housing assistance payments by the Housing Authority would not be considered a termination of the lease. Both the lease agreement and the housing assistance contract had similar provisions in this regard, and the lease agreement stated:
|"The portion of the Contract rent payable by the Family ('tenant rent') will be an amount determined by the PHA in accordance with HUD regulations and requirements. This amount is the maximum amount the Owner can require the Family to pay for rent of the Contract unit, including all services, maintenance and utilities to be provided by the Owner in accordance with the Lease." (Emphasis added.)
The housing assistance contract provided:
"The portion of the Contract Rent payable by the Tenant (referred to as 'Tenant Rent') shall be an amount
determined by the PHA in accordance with HUD regulations and requirements. . . .
"The Tenant Rent, as determined by the PHA, is the maximum amount the Landlord can require the Tenant to pay as rent for the Dwelling Unit herein leased, including all services, maintenance and utilities to be provided by the Landlord in accordance with this Lease." (Emphasis added.)
Clearly, under the lease agreement and the housing assistance contract, Johnson's rent payment could not exceed $75 per month. Because this condition is in both the lease and housing assistance contract and because Sunflower has failed to show that the Housing Authority terminated its contract with Sunflower on August 1, 1995, the trial court erred in requiring Johnson to pay rent in excess of $75 per month.
Reversed and remanded.


text:
The iPhone 5s goes on sale Friday and be available at numerous online and retail stores.
The device is the latest version of the popular Apple smartphone, and it starts at $199 with a two-year contract from most carriers. Externally, the iPhone 5s looks like its predecessor, but inside, it has been beefed up with an improved processor, camera and a new fingerprint scanner for security.
The iPhone 5c also goes on sale in stores Friday. The device lacks the new features on the iPhone 5s, but it starts at $100 less. It is also available in five color options (blue, green, pink, yellow and white). Online preorders for the iPhone 5c started last Friday; some buyers who ordered it then will get it in the mail Friday.
The two smartphones will be available for purchase from Apple, AT&T, Sprint, T-Mobile, Verizon, Best Buy, Wal-Mart, Target and RadioShack.
In-store sales
You can purchase the iPhone 5s and 5c starting at 8 a.m. PDT at Apple, AT&T, Best Buy, Sprint, T-Mobile, Verizon and Wal-Mart retail stores.
Target said it will sell the devices at 1,500 of its stores when they open. The retailer said to check its store locator for individual store times.
RadioShack, meanwhile, said most of its stores will open at 9 a.m. PDT, but customers can check the company's website to find out if any stores open earlier.
If you want to avoid lines, I recommend heading to RadioShack. Many consumers forget the electronics retailer sells new Apple products, so few go there when thinking of getting a new iPhone.
But you'd still want to be there right when stores open because typically RadioShack stores receive a limited number of units.
Online sales
If you don't want to wait in line and you're OK with getting the iPhone 5s a few days later, Apple and Verizon will be the first to begin selling the device online when they start taking orders at 12:01 a.m. PDT.
T-Mobile will begin taking online orders at 8 a.m. PDT Friday.
AT&T, Sprint and Best Buy have not said when they'll start taking online orders.
[Updated, 1:26 p.m. PDT Sept. 17: Best Buy said it will kick off online orders for select iPhone 5c models Friday at 12:01 a.m. CDT. Customers will then be notified when their orders are ready for pick up at their local store, starting later that day at 8 a.m.
For now, Best Buy said it will not be taking online orders for the iPhone 5s.]
[Updated, 12:09 p.m. PDT Sept. 18: Best Buy said online orders will start Friday at 12:01 a.m. EDT. Earlier it had said orders would start at 12:01 a.m. CDT.]

subset: commoncrawl


text:
Gregory Paul Walden (born January 10, 1957) is the U.S. Representative for Oregon's 2nd congressional district, serving since 1999. He is a member of the Republican Party.
The district covers more than two-thirds of the state (generally, east of the Cascades). He is the son of Paul E. Walden, three-term Oregon state representative.
Walden earned a Bachelor of Science degree at the University of Oregon in 1981. Before being elected to Congress, Walden owned and ran radio stations.


text:
The Committee to Protect Journalists is saddened by the death of Isik Yurtçu, who died Saturday in Istanbul of cancer at the age of 67.
In July of 1997, a bus full of international and Turkish journalists pulled up to the plain iron gate of Sakarya Prison east of Istanbul. Cameras rolling, representatives of CPJ, the International Press Institute, Reporters Sans Frontieres and Turkey's Press Council and Union of Newspaper Editors pressed toward the startled guard who swung the gate open just a foot or two and peered out.
We had been promised a chance to talk with Isik Yurtçu, the Kurdish newspaper editor who had so far served two years of a 15-year sentence, with more charges pending against him. While he was convicted of publishing "separatist propaganda," among other things, his conviction was really about articles in his paper reporting on the army's harsh conduct in the conflict with Kurdish rebels in the eastern part of the country.
Yurtçu's freedom had been the focus of a year-long campaign by the press freedom organizations, and our visit followed five days of meetings with the country's president, prime minister, justice minister and others. All the newly confirmed government officials had vowed they would ensure his release, along with others of the 70 or so journalists in prison at the time.
The guard obviously hadn't heard of that promise, and quickly called for more senior prison officials. The crowd didn't wait, pushing the gate further open and pouring into the prison courtyard. After some moments of total confusion, several of us were ushered into a conference room, where guards brought Yurtçu to meet us. I presented him with CPJ's International Press Freedom Award, which we had honored him with the previous year.
Pale but composed, the small, bearded man thanked us gracefully, then walked over to the window and held the plaque up, waving to the 100 or so cheering journalists below.
A few months later, I saw Yurtçu again--this time, buying him a glass of champagne in New York's famous Rainbow Room, atop the NBC building. He had been released a month after our visit--the first sign of thawing in Turkey's long regime of censorship and suppression of the press.
In his letter from prison to CPJ after hearing of his award, Yurtçu had written: "I've been in jail for two years just because I tried to learn the truth and relay this truth to inform the public - in other words, to do my job with the belief that it is impossible to have other freedoms in a country where there is no freedom of the press...
"What a pleasure to be able to dream about the day when peace, democracy, human rights, and freedom of expression and of the press will become a reality in my country. What a pleasure to see a light of hope despite the surrounding prison walls and the deep darkness here."
Yurtçu had refused an opportunity to leave his country before his imprisonment. He had repeatedly refused a presidential pardon. "This is not about me," he said. "This is about freedom for all the Turkish people."
For me, his courage and integrity and stubbornness exemplified all the journalists I had encountered abroad, as a reporter and as a member of CPJ--people who well understood the importance of a free and active press; people who risked their lives and freedom every day just as Yurtçu did, to "learn the truth and relay this truth to the public." His release from prison was both a triumph for CPJ and our colleagues at RSF and IPI, and a great personal satisfaction for me.
Unfortunately, while Yurtçu and Turkey enjoyed a few years of increasing civil rights, including a greater degree of freedom of the press, the country's government has fallen back into old bad habits. Once again, dozens of journalists are in jail, and thousands of criminal cases have been filed against reporters, bringing endless legal proceedings and costs and chilling once again efforts to "learn and tell the truth."
"A critical journalist in Turkey these days needs a lawyer on standby," CPJ wrote recently. "The press is laboring under a creaking judicial system and a panoply of antiquated and vague legislation that officials and politicians of every stripe find irresistible as a weapon against muckraking reporters and critical commentators."
Yurtçu believed deeply, as do I and my colleagues at CPJ, that "it is impossible to have other freedoms in a country where there is no freedom of the press." Turkey has become much more successful economically since my visit to Yurtçu's prison, and is now a strong regional power. Yet it still has not learned that vital lesson. Until it does, dedicated journalists like him will continue to risk their freedom and their lives to learn and tell the truth, and CPJ will do our best to help them.


text:
Discount Dental Plans » California Coverage Plans
Many of our plans include dentists in CA California that handle pediatric dentistry (pediatric dentists in CA California), restorative dentistry, root canals, oral surgery (oral surgeons in CA California), cosmetic dentistry, children's dentists, restorative dentistry, laser dentistry, implant dentistry and aesthetic dentistry. We only include the best DDS and DMD for our dental coverage plans. Learn more about Dental Health Care for you and your family at The American Dental Association official website.


text:
No one ever thinks to connect Arlington, Virginia to the dreadlocked, rastafarian, blunt smoking genre of reggae. That is, of course, unless we're talking about SOJA. The eight-piece reggae/dub group has been releasing records for over a decade and touring relentlessley the entire time. The Virginia natives are now amongst the elite reggae bands in the world and have collaborated with the likes of Damian "Junior Gong" Marley, Collie Buddz and Michael Franti. SOJA will release Amid The Noise And Haste (ATO Records) on August 12, 2014, followed by a tour of the United States and Europe. You can pre-order it on CD or LP at amoeba.com now and it'll ship FREE to the U.S.
Singer Jacob Hemphill, guitarist Trevor Young and sax player Hellman Escorcia shopped around Amoeba Hollywood for some records recently. The guys dig up some really cool finds, grabbing everything from jazz to world and rock music. Trevor starts off with the new Jack White LP, Lazaretto, a definite must have for White fans and vinyl collectors. The LP features dual groove technologies, hidden tracks that play at 78 and 45 rpm, making it a three speed LP! A huge Paul Simon fan, Jacob finds a 25th Anniversary edition of Graceland and shares a cool story about his childhood connection to the record. Hellman digs for some jazz classics, including Dexter Gordon's GO off the iconic Blue Note label. They also tell a story about paying tribute to Jimi Hendrix at a concert in Monterey, burning a replica guitar on the exact spot on stage that he did.


text:
This site uses cookies to store information on your computer. 'Session' or 'functional' cookies enable core functionality such
as page navigation and access to secure areas. These are deleted when you close your browser, and can only be disabled by
changing your browser preferences.
'Persistent' or analytical cookies help us to improve our website by collecting and reporting information such as on its
usage. This information might include your geographical location, device, internet browser and operating system - none of this
information personally identifies you to us. Persistent cookies will remain stored on your computer until deleted, or until
they reach a specified expiry date. You can choose to turn these off here:
(You can change the settings at any time by clicking the cookie icon in the bottom left hand corner of the site page or
by visiting our privacy page: www.ihrb.org/privacy.)
For more information about cookies and instructions on how to adjust your browser settings to restrict or disable cookies,
please see https://ico.org.uk/for-the-public/online/cookies/


text:
Are you a journalist? A blogger? Do you have any questions? This section is for you!
Please note that no customer complaint will be processed on this press website. You have to contact the customer relations of your country.
I agree that my data is stored in the database*Required fields
I agree that my data is stored in the database
En poursuivant votre navigation sur ce site, vous acceptez l'utilisation de cookies pour vous proposer des services adaptés.


text:
As we're the largest Windows Phone site around, you could imagine we get asked a lot of questions. Some are bizarre, some are just rants asking us to fix the OS (we wish we could!) and some seem silly at first but do make you go "hmmm..."
Such is the case with this scenario: You toss your beautiful Nokia Lumia 920 onto the Fatboy wireless charger to get some juice. But you also have a USB AC adapter standing by...what happens if you plug that in? Will it charge off of both, making it "go faster"? Or does one take priority over the other—and if so, which way?
Like we said at first it seems funny but in all seriousness, there has to be an answer. We reached out to Nokia for a comment on it and they got back to us on the matter…
So, will double charging your Nokia cause the earth to crack, the seas to boil? Or will your phone to get a rapid charge? Even Nokia's PR via the ever witty Doug Dawson, was unsure of the answer to our request, noting that we have defeated him and he has to "check with some folks in Finland." Huzzah!
In short, there is no advantage to having both wired and wireless charging at the same. Sorry folks. Here's the deal:
"I'm afraid there is no 'super charge' capability. In the event the wired charger is connected to the device and you place the product on the wireless charging plate, wireless charging takes priority."
There you go, right from Nokia. It is interesting that wireless charging, which admittedly has less output than wired, takes priority but that's how it works. In short, if you want the fastest charging then a higher current AC adapter will be your best bet over a wireless charger. But if you want convenience, you should opt for the Fatboy , Plate or Stand.


text:
The day after moving our camp, we began work on 'Plot A,' in a lovely patch of alluvial forest. This, for me, is the best work there is: going from tree to tree and making notes; observing leaves through binoculars; cutting through the bark slightly with a parang (bush knife) to look for sap and to smell the wood; photographing the slash; and collecting fallen leaves or using a 'Wrist Rocket' slingshot to shoot them down. After 20 years in these Bornean forests, I recognize most species, and can at least place them in their taxonomic family, but the fun is in never knowing when something new (at least to me, and maybe to science) will turn up.
We'll slowly start to pick up second individuals for a handful of species (e.g., Dipterocarpus tempehes in Plot A) as we go through the 150-200 trees in a plot, but most species will be represented by a single individual. Compare this to most US forests, where it becomes increasingly hard to find new species after identifying the first ten. Thus, just keeping track of this diversity is a challenge in itself.
In previous projects I would bring the fallen leaves back to a dry space to match them between trees and between plots, keeping track of the different 'morphotypes' (different types of individuals in the same species) that I had observed. In this current project, where I also want to collect good botanical specimens and DNA samples from one to a few individuals of each species, I need to know the final morphotype list before leaving the expedition.
Matching among hundreds of bags of fallen leaves in the field would be quite a task, but technology has come to my aid, in the form of high resolution digital photography (my camera of choice: Panasonic LX3). We match specimens with photos of leaves and bark, rather than with the leaves themselves, unless two taxa are very close—then observing the actual leaves is very important. While this solution is making rapid taxonomic progress possible, it does mean long hours in front of a computer screen, after the day's fieldwork is done. At least the office view (see above) is quite nice. And there's no distraction from email!


text:
Indicative Rate * AU$169 to AU$219
Quality Hotel Regent Rockhampton is situated in the heart of the Rockhampton Central Business District. The hotel is heritage listed and conveniently located only a few minutes' drive to the Rockhampton airport, railway station and within walking distance to elegant shops, restaurants and the serene waterfront. Often referred to the 'Beef Capital of Australia', Rockhampton is the perfect base to explore the stunning Great Barrier Reef and Keppel Island.
At the Quality Hotel Regent Rockhampton you have a choice of beautiful heritage or contemporary style rooms which feature separate mini bar, seating area, work desk, free wi-fi, free 22 channel Foxtel on 40 inch smart television and an electronic safe. The hotel has its own Cafe Alfresco dining, cocktail lounge, function rooms, swimming pool and on-site car park.
Contemporary style unit with queen bed, tea and coffee making facilities, free wi-fi and 22 Foxtel channels including movies and sports.
Note: Information on listed products and services are provided by the operator and were correct at the time of publishing. Rates are indicative based on the minimum and maximum available prices of products and services. Please visit the operator's website for further information. All prices quoted are in Australian dollars (AUD).


text:
Total Eclipse of the Sun
August 01, 2017
Monday, August 21, 2017. Mark that date in your calendar, because this is one you don't want to miss. On August 21, North America will experience a rare and awe-inspiring astronomical event —a solar eclipse. The last time a total solar eclipse spanned across the continent of North America was almost a century ago—June 8, 1918. The most recent total eclipse of the sun that could be viewed from anywhere in America was 38 years ago, February 26, 1979, and was visible in five US states as well as parts of Canada and Greenland. Needless to say, this just doesn't happen every day.
What is a solar eclipse?
"A solar eclipse happens when the moon casts a shadow on Earth, fully or partially blocking the sun's light in some areas. Observers within the path of totality will be able to see the sun's corona (weather permitting), like in the images above and left. Observers outside this path will see a partial eclipse." NASA
Who will be able to experience this eclipse?
Where can you see it?
"You can see a partial eclipse, where the moon covers only a part of the sun, anywhere in North America (see "Who can see it?"). To see a total eclipse, where the moon fully covers the sun for a short few minutes, you must be in the path of totality. The path of totality is a relatively thin ribbon, around 70 miles wide, that will cross the U.S. from West to East. The first point of contact will be at Lincoln Beach, Oregon at 9:05 a.m. PDT. Totality begins there at 10:16 a.m. PDT. Over the next hour and a half, it will cross through Oregon, Idaho, Wyoming, Montana, Nebraska, Iowa, Kansas, Missouri, Illinois, Kentucky, Tennessee, Georgia, and North and South Carolina. The total eclipse will end near Charleston, South Carolina at 2:48 p.m. EDT. From there the lunar shadow leaves the United States at 4:09 EDT. Its longest duration will be near Carbondale, Illinois, where the sun will be completely covered for two minutes and 40 seconds." NASA
Everything you could possibly want to know about the eclipse is available on NASA's 2017 Eclipse website, https://eclipse2017.nasa.gov.
- Where, when, and how to view the eclipse? They've got you covered.
- Interactive map of North America? This is fantastic! Check this out.
- Questions you might want to know, like "Why don't eclipses happen every new moon?" or "Do animals really change their behavior during an eclipse?" Check out NASA's Eclipse FAQ's.
- Live VideoStreams of the Eclipse
- Eclipse events taking place across the nation? YES! Take a look . . .
- And, oh yes, there is definitely an APP for that.
- Use the Jet Propulsion Laboratory's Eyes on the Eclipse app to see what the eclipse will look like.
- Would you like an Eclipse Activity Guide? Great!
- And so much more!
Here are a few helpful facts from NASA:
Don't forget your safety glasses! Never look directly at the sun!


text:
We deliver the hottest resources to make your blog and profile on fire! You don't waste hours of your own time trying to spice up your social network pages. No matter what type of text or graphic you need to entertain your friends or bring visitors to your Google+, Facebook Timeline, YouTube or Tumblr blog, you will find it right here at Hot-Lyts.com.
We bring you inspiring, funny and witty quotes to share with friends, some image quotes to boost the appeal of your profile, tumblr banners, facebook covers, cute tumblr themes, and even tumblr codes you could use to tweak your Tumblog - whatever floats your boat or finds your lost remote!
Latest Posts
- how to redirect a new tumblr url to a new one posted 5 years ago with 11968 Views
- "trust gets you killed, love gets you hurt and being real gets you hated." posted 6 years ago with 12401 Views
- real loss only occur when you lose something that you love posted 6 years ago with 13543 Views
- even problems do you a favor posted 6 years ago with 12783 Views
- friends are like boobs posted 6 years ago with 15209 Views
Latest in Graphics
you will never understand how much you mean to me
you learn to like someone when you find out what makes them laugh
we might not always be able to understand why things happen
Fresh Quotes
Hating people is like burning down your own house to get rid of a rat. Invest your energy into something more worthwhile.
When you're talking to your friend and you stop mid-sentence because the b*tch you don't like, walks by.


text:
Colin Mansell necesitaba un nuevo diseño de página web y lanzó un concurso de diseño en 99designs.
Un ganador ha sido elegido entre 36 diseños de 13 diseñadores freelance.
Arts Umbrella - http://www.artsumbrella.com/
Arts Umbrella is a not-for-profit organization that has been in Vancouver for over 30 years. With over 270 instructors, our organization offers a wide array of arts programs from : painting and dance to media arts and video game design, our range our courses is very broad.
Our society looks to advance the artisitc abilities of young people regardless of their financial situations.
Our society is fun and creative with a strong focus on advancing the lives of others. The website should be an extension of this personality.
Our target audience is anyone from 2 to 19 years old. These individuals can come from an array of artistic backgrounds including painting, photography, sculpting etc, so it is important that the site have a mass appeal.
However, the site also needs to be able to appeal to the parents of these kids who for the most part will be in charge of registering for the classes.
We need one homepage to the layout given below:
Please use the 960 grid system for the design (see http://www.960.gs)
Please keep the logo given in the wireframe but the rest is left open to you.
Reference Sites:
http://www.artcorner.ca/gallery.html - A clean site that displays images well in the gallery
http://www.woothemes.com/2009/03/groovy-video/ - A playful theme that could be fun with kids
http://www.woothemes.com/2009/02/irresistible/ - The site is very clean and would be easy to navigate which is good for both parents and kids.
http://www.artsumbrella.com/ - The existing site can serve as a good reference but no designs need to follow the specifics of the current Arts Umbrella site.


text:
Keystone wins big in Senate
The Senate issued a symbolic, filibuster-proof endorsement of the Keystone XL pipeline Friday evening, further increasing the pressure on President Barack Obama to green-light the project despite massive resistance from his environmental base.
Seventeen Democrats joined all of the Senate's Republicans in a 62-37 vote for Sen. John Hoeven's budget amendment urging approval of TransCanada's oil pipeline.
Story Continued Below
Senators also resoundingly defeated, 33-66, an amendment from Sen. Barbara Boxer (D-Calif.) that called for "expeditiously analyzing and making decisions" on the pipeline project. Boxer's proposal included a long list of criteria for the review, including whether the pipeline would increase oil prices, use materials not manufactured in the U.S., affect individual property rights and otherwise "adversely [affect] job creation" and national security.
"Both of these votes make it very clear that the Senate will approve this project if the president doesn't," Hoeven (R-N.D.) boasted to reporters afterward.
And Hoeven has reason for optimism.
While the Hoeven amendment is nonbinding and may never even become law, its victory and the lopsided defeat of Boxer's amendment may signal pent-up frustration over how long the federal review of Keystone has already taken.
House Republicans have been able to get the needed majority support in their chamber to approve the pipeline, in votes stretching back to last Congress, but Friday's vote gave pipeline supporters a filibuster-proof Senate margin for the first time on language calling for the project's approval. A binding amendment Hoeven offered last Congress received 56 votes. Hoeven had complained that that vote lost only because of arm-twisting by the White House.
Hoeven joked to reporters Friday that he won this time because Obama was traveling in the Middle East and couldn't call senators to pressure them to vote against the amendment. "He's overseas this time so they would have had to be long-distance calls," he said.
The difference this time was the support of six more Democrats backing Hoeven, including red-state freshmen Sens. Joe Donnelly of Indiana and Heidi Heitkamp of North Dakota, whose victories in November helped increase their party's Senate majority but who side more with Republicans on energy policy.
Other Democrats signed on as well this time — including Delaware Sens. Tom Carper and Chris Coons, and Sens. Michael Bennet of Colorado and Bill Nelson of Florida.
Also voting for Hoeven's amendment were several red-state Democrats who face reelection in 2014, including Sens. Max Baucus of Montana, Mary Landrieu of Louisiana, Mark Begich of Alaska, Tim Johnson of South Dakota, Kay Hagan of North Carolina and Mark Pryor of Arkansas. They had all supported Hoeven's effort last Congress as well.


text:
Product Group: Cabinetware
Product Category: Cupboard Knobs
Product Name: Cupboard Knobs
Short Description: Domed Cupboard Knobs &
Spare Backplates to Suit
25mm, 32mm & 38mm
Polished Brass, Cast Brass
Brand: Memory Lane
Type: Knobs
Material & Finish: Polished Brass
Shape: Round
Item condition: New
Availability: Click & Collect, Buy online
Shipping policy
A standard shipping charge of $17.50 will be added to each order at checkout. The shipping charge covers delivery Australia-wide, but additional freight charges may be applicable for large or heavy items or for shipments to regional and interstate locations. If extra freight payment is required, we will be in contact with you after we receive your order to discuss.
Orders ship from Ascot Vale, Victoria. Please allow 5 - 7 business days for delivery. Once shipped, you will receive a confirmation email including your shipment tracking number..
We also offer Click & Collect from our Ascot Vale store near Melbourne, Victoria. Simply order online as Click & Collect, and we'll send you an email as soon as the item is packed and ready for collection.
Please no PO boxes.
Exchange, Returns, and Refunds Policy
Please choose carefully before you buy. Retailers are not obliged to offer a Change of Mind refund service.
Retailers do not offer a satisfaction guarantee on any of their products, however due to their high level of customer service, they will always endeavour to keep customers happy and satisfied.Please ensure you have organised a return agreement with the retailer prior to shipping any order items back. You should have:
- Email confirmation from the retailer that they'll accept the return
- The retailer's shipping address to return the item to
- An agreement as to which party (the customer or the retailer) will be responsible for the cost of return shipping
- Your instructions informing us how you would like the issue resolved.
Please also make sure you provide the following details when returning a product:
- Your full name
- Your order number
- Reason why you are returning the product (please provide accompanying images where appropriate)
- Your instructions informing us how you would like the issue resolved
Please include the original order confirmation or invoice you received with your product. Also, if you haven't previously provided a contact phone number, please include this with your return. This will ensure the issue is resolved quickly, should anyone need to contact you.
If you are returning an item because it is faulty or damaged, the retailer will do their best to replace it with an identical product. If item cannot be replaced, the retailer will offer you the option of choosing another product of the same value, or provide you with a refund for the total value of the faulty product.
Please note: Standard postage fees apply to all return orders. Where the return relates to a faulty item, the replacement product will be sent out to you, at no charge, within 5 working days from the date we receive the faulty product.


text:
Maryland - Trappe Bail Bonds
Sharky's Bail Bonds(877) 372-7427
Sharky's Bail Bonds has a team of dedicated bail agents who are busy working for your release. Our company, is your number one choice for professional...
Trappe Bail Bonds
If you ever find yourself in need of a bail bond in Trappe Maryland, do not worry. Through ExpertBail, you can locate and contact a licensed bail bond agent anywhere in Trappe Maryland. Additionally, if you are looking for the best quality bail bond agent in Trappe Maryland, you have come to the right place. ExpertBail is the nation's largest and most experience network of bail bond agents. With over 5000 agents, Trappe Maryland but in every location we serve. If you have any questions, please feel free to contact us at anytime.


text:
Get the Look: Drew Barrymore's Lavender Eye Shadow and Sheer Coral Lip
It was a September issue reunion of sorts at the Estee Lauder Modern Muse party, where our editor Ariel Foxman presented his muse Drew Barrymore at New York City's Guggenheim Museum. Thanks to her pale violet eye and peachy lip, our cover girl also served as a beauty muse for us, and we just had to find out what she used to get the look. Barrymore used products from her own Flower Beauty line, blending a mix of the Color Play Creme Shadow in Orchiding Around and the Eye Quad in Face the Grey ($8 and $10; walmart.com) on her lids. She opted to lacquer her nails up in her Go With the Flow-er polish ($5; walmart.com), and the Flower Kiss Stick in Coral Floret ($7; walmart.com) tied the look together. "I wanted to investigate what was going on for Fashion Week, and I found a lot of nude nails and a lot of orange lipstick," Barrymore said. By using pale shades of lavender, her eye makeup was able to complement her bold lip, rather than competing with the color. We love it!
See more fall makeup looks to try.
MORE:• Go Inside the Estee Lauder Modern Muse Party• Drew Barrymore Reacts to Her 7 InStyle Covers• How to Get Drew's Dark Vampy Lip from Our Issue


text:
Free shipping continues above € 99
Free shipping continues above € 99
The design of this coffee maker was one of the most complex and lengthy in Alessi's history: over the years it resulted in a book and over two hundred prototypes, all working. Riccardo Dalisi brought his conceptual experience of high craftsmanship to Alessi, blending matter-of-fact industry with fragility and poetry: perhaps the best choice for working with ancient domestic rituals.
Architect, born in Potenza in 1931 he teaches architectural planning, Industrial design and is the director of the Institute for Industrial Design at the University of Neaples, Federico II. He was among the founders of the Global Tool group and of an experimental school of craftsmanship called Arti minime.In 1975 he started working as designer and collaborated with companies such as Baleri and Zanotta. He was awarded the Compasso d'Oro prize in 1981. He has published several books among which, L'Architettura della imprevedibilità (1970), La caffettiera di Pulcinella (1987), Progettare senza pensare (1998).


text:
David Goldstein needed a new twitter background design and created a contest on 99designs.
A winner was selected from 34 designs submitted by 13 freelance designers.
Mystery Cafe is America's Original Murder Mystery Dinner Theater. We offer murder mystery dinner theater, mystery dinner cruises and mansion murder mysteries. We also offer corporate murder mysteries which are customized for the client
Mystery Cafe
Just starting in Twitter but this twitter page needs to be fun, interactive like our shows, it needs to be personal enough so that someone feels that they want to follow so it might have a detective feel but not too much mystery, we are an equal balance of comedy and music and audience participation.
I think the typical colors for murder mystery are red, black and white and I am ok with that. I like clean design and want you to have fun designing it.
nothing gory or bloody, mystesry cafe is entertainment and although this is only a twitter page, I want it to showcase the fun that they may have at the shows


text:
9ct Gold Oval Twist Bracelet
9ct Gold Oval Twist Bracelet
We understand the many different aspects which come into play when choosing your perfect piece of jewellery.
ach of our pieces radiates a passion for exceptional quality, craftsmanship, personality and sophistication.
Shop our collection and begin your love affair with jewellery.


text:
Corporate governance package10 April 2014
by eub2 -- last modified 10 April 2014
The European Commission has today adopted measures to improve the corporate governance of around 10 000 companies listed on Europe's stock exchanges. This would contribute to the competitiveness and long-term sustainability of these companies. Other proposals would also provide cost-efficient company law solutions for SMEs which operate across borders. The package of measures implements key actions identified in the Communication on the long-term financing of the European economy of 27 March.
I. Revision of the Shareholder Rights Directive as regards the encouragement of long-term shareholder engagement
Key issues addressed by the proposal:
- Insufficient engagement of institutional investors and asset managers
- Insufficient link between pay and performance of directors
- Lack of shareholder oversight on related party transactions
- Inadequate transparency of proxy advisers
- Difficult and costly exercise of rights flowing from securities for investors
1. Why does corporate governance matter? What is good corporate governance?
Corporate governance is the system of rules, practices and processes by which a company is directed and controlled. Good corporate governance ensures that companies and their management operate within a framework of checks and balances so they are accountable both to their owners and to society at large. Good corporate governance ensures the company's management makes decisions in the best interests of the company and thus significantly contributes to companies' competitiveness and long term sustainability and therefore to economic growth and jobs. Evidence1 suggests that well-governed companies perform better and are more successful in the long run.
2. What is shareholder engagement? Why does it need to be encouraged?
Shareholder engagement is the key role played by the owners of companies to hold company boards accountable and to promote the success of companies in the long term. They can do so by:
- monitoring the company
- exercising their shareholder rights, such as voting or
- by establishing a dialogue with the company to constructively challenge boards and to promote better governance, risk management, etc.
A major part (in some Member States, more than half) of the shares of listed EU companies is owned by institutional investors (pension funds, insurance companies) and managed by their asset managers. Although the interests of many pension fund members and insurance policy holders are long term oriented, institutional investors often do not engage with companies they invest in about their long-term prospects. Share-price movements and the structure and performance of capital market indexes are often more important, although they lead to suboptimal returns for the end beneficiaries of institutional investors and puts short-term pressure on companies. Asset managers investing the assets of institutional investors also often have a short-term focus in their investment strategies. This seems to be rooted, at least in part, in an inappropriate alignment of interests in the investment chain: while the end beneficiaries of institutional investors have an interest in long-term performance, the performance of those who manage their assets – "asset managers" (typically external) is being evaluated on a short-term basis.
Lack of proper accountability and short-term pressure leads to suboptimal governance and prevents companies from creating long-term value and from generating growth.
A better focus on long-term performance by institutional investors and asset managers is likely to result in a more responsible approach to investments, taking the long-term interests of the company into account to increase the value of companies on the long term.
3. Why focus on shareholder engagement?
The European Commission has identified a number of corporate governance shortcomings that have contributed to suboptimal management of companies.
It has made a number of proposals particularly in the financial sector, many of which are now adopted, to improve corporate governance (such as the Capital Requirements Directive IV package now in force), for instance on the functioning of boards, risk management and remuneration of risk takers in financial institutions.
This proposal focuses on corporate governance shortcomings outside the financial sector that are related in particular to some of the identified weaknesses, particularly at the level of shareholder control. This explains why the proposal focuses on the role of shareholders and why its scope covers all listed companies.
4. What is the EU added value of this proposal?
Shareholdings and activities of listed companies have a strong cross-border dimension. 44% of the market value of EU listed companies belong to foreign (European or other) owners, in particular foreign institutional investors and asset managers. The current regulatory framework inhibits investors from playing a more optimal role in the corporate governance of listed companies across borders, and companies, in turn, do not have the necessary means and information to engage with investors, including those established in other EU Member States. Only EU action can ensure that institutional investors and asset managers, but also intermediaries and proxy advisors from other Member States are subject to appropriate transparency and engagement rules.
Long-term shareholder engagement would contribute to a significant improvement in the performance, profitability and efficiency of the companies with which the investor engages. The proposal would incentivise institutional investors with long-term commitments to provide more "patient", i.e. long-term, capital to companies - this is about keeping shares for longer, whereas engagement is being an "active" owner. It would therefore contribute to an increase in long-term financing of the EU economy. These investors can play a crucial role in complementing the role of banks in providing such long-term financing. It may also help exploit the potential of these investors to act counter-cyclically in times of economic downturn. A substantial part of EU listed companies have cross-border activities. Appropriate standards ensuring a well-functioning corporate governance of these companies with a view to their long-term sustainability are thus in the interest not only of Member States where these companies are based but also of those Member States where they operate. Only common EU action can ensure such common standards.
The proposal has been prepared following three extensive public consultations (2010 Green Paper on corporate governance in financial institutions (2011 Green Paper on the EU corporate governance framework, 2013 Green Paper on the long-term financing of the EU economy and has taken into account the views expressed by stakeholders. Add a sentence on what they say they wanted.
5. How would the proposal increase the level and quality of engagement by institutional investors and asset managers?
The draft Directive would require institutional investors and asset managers to disclose how they take the long-term interests of their beneficiaries into account in their investment strategies and how they incentivise their asset managers to act in the best long-term interests of the institutional investor. This would raise awareness of the importance of this issue and make it transparent whether asset management mandates are based on best practices in this area. The draft Directive would also require institutional investors and asset managers to disclose their engagement policies and how they have implemented them. Once investors establish longer-term relationships, there will be more incentives for them to engage, and engagement actions resulting for example in the improvement of the governance of the company would allow them to increase the value of their investments.
6. Does this mean an obligation to vote or to engage for institutional investors and asset managers?
No. Many of the rules for institutional investors and asset managers would apply on a "comply or explain" basis (see first question below under Recommendation for more details). The Directive would not force any investor to vote or engage if they did not see the benefit of it, since creating such an obligation would most likely lead to strict compliance behaviour without appropriate reflection on how to vote or to engage.
7. Would the publication of investment strategies not create a competitive disadvantage for European investors vis-à-vis third country investors?
No. The Directive would list a number of key elements which would have to be published with regard to investment strategies and arrangements with asset managers, such as:
- how the equity investment strategy is aligned with the profile and duration of the liabilities of the institutional investor, and how it contributes to the medium to long-term performance of their assets;
- whether and to what extent the institutional investor incentivises the asset manager to align its investment strategy and decisions with the profile and duration of its liabilities and
- whether and to what extent the institutional investor incentivises the asset manager to make investment decisions based on medium to long-term company performance, including non-financial performance, and to engage with companies as a means of improving company performance to deliver investment returns and
- the targeted portfolio turnover or turnover range.
None of these would involve the disclosure of commercially sensitive information.
8. Why is there a need to regulate directors' remuneration?
The structure and level of executive pay is a key tool to ensure that directors' incentives on how to run a company are aligned with those of the company and its owners. The past years have seen repeated cases of mismatch between executive pay and performance.
Shareholders often face difficulties in being properly informed and in exercising control over directors' pay (i.e. the management of the company).
Today transparency on pay and oversight thereof is insufficient: only 15 Member States require disclosure of the remuneration policy and 11 Member States require disclosure of individual directors' pay. In addition, only 13 Member States give shareholders "a say on pay" through either a vote on directors' remuneration policy and/or report.
In order to be able to hold the management to account, shareholders need information and rights to challenge pay, particularly when it is not justified by long-term performance. The lack of proper oversight on remuneration leads to unjustified transfers of value from the company to directors, as is shown in the Commission's impact assessment accompanying this proposal.
The proposal would increase transparency on pay. It would also give shareholders a right to approve the remuneration policy of the directors every three years and a right to vote annually on the remuneration report explaining the pay packages of directors in an advisory manner.
The experience of Member States demonstrates that there is often an insufficient link between pay and performance where shareholders do not have a "say on pay". For instance, in France and Austria, where shareholders do not have a say on directors' pay, the average remuneration of directors in the years 2006 to 2012 increased by 94% and 27% respectively, although the average share prices of listed companies in these countries decreased by 34% and 46% respectively. While executive pay should not depend only on short-term share price fluctuations, such fundamentally divergent trends are one indicator for a mismatch between pay and performance.
In Italy and Spain, before the introduction of an advisory say on pay in 2011, the average share price in the years 2006 to 2011 went down by 130% and 40% respectively, while the average remuneration of directors of listed companies increased by 29% and 26%. However, since the law was adopted in 2011, the average share price of listed companies has increased by 10% and decreased by 5% respectively, but the remuneration of directors has also increased by 1% and declined by 10%.
Such links between pay and performance are even stronger in Member States where shareholders have a binding say on pay on remuneration policy, since their opinion cannot be overruled by the board of directors.
In Sweden and Belgium, before the adoption of a binding say on pay in 2010 and 2011 respectively, the average share price from 2006 to 2009 and from 2006 to 2011 went down by 17% and 45%, while average pay of directors of listed companies increased by 18% and 95%. However, since the laws were adopted in 2010 and 2011, the share price has increased by 16% and 18% but the remuneration of directors has also increased by 18% and decreased (as a correction) by 10%.
Does the proposal put a cap on remuneration?
No. But it requires companies to put to a vote of their shareholders a remuneration policy which includes a maximum amount of remuneration. This will ensure that companies make a conscious choice as to what is the value of good management for their company. For new recruitments, the company will be able to deviate from the maximum, but only subject to prior or ex post approval by the shareholders.
Does the proposal impose a ratio between average salaries and executive remuneration?
The remuneration policy approved by shareholders shall explain how the pay and employment conditions of employees of the company were taken into account when setting the policy or directors' remuneration by explaining the ratio between the average remuneration of directors and the average remuneration of full time employees of the company other than directors and why this ratio is considered appropriate. This will ensure that companies make a conscious choice and reflect on the relative value of good management for the company and on the interaction between executive pay and a company's general working environment. The policy may exceptionally be without a ratio in case of exceptional circumstances. In that case, it shall explain why there is no ratio and which measures with the same effect have been taken.
What happens if shareholders reject the remuneration policy?
The proposal would require companies to submit their remuneration policy to shareholders for a vote every three years. Executive remuneration can only be awarded or paid if it based on an approved remuneration policy. In view of the significant differences of Member States' company law, it will be for Member States set out in detail how these principles will be complied with and what procedures would need to be followed if shareholders reject the remuneration policy.
Does the proposal take into account the role of supervisory boards in Member States with 2-tier-Board structures?
In Member States with a two tier system the supervisory board plays a very important role and is responsible for the remuneration for the members of the management board. This proposal would not affect the key role of the supervisory board in two tier systems. It would still be the supervisory board that would develop the remuneration policy to be submitted to shareholders for confirmation. Most importantly, it would still be for the Board, on the basis of the policy, to decide on the actual remuneration to be paid. The requirement of a shareholder vote will, in line with the general objectives of the proposal, increase the engagement that the board will seek with its shareholders.
9. Why introduce binding EU rules on pay when corporate governance is regulated on a "comply or explain" basis?
Remuneration is a key aspect of corporate governance where conflicts of interest may arise and a strong control right for shareholders can significantly improve the accountability of boards. Unlike in other areas of Corporate Governance for which soft-law measures remain appropriate, the Commission's efforts to improve governance on pay through soft-law measures (three Recommendations on directors' remuneration, in 2004, 2005 and 2009) have not led to significant improvement in this area. It is therefore necessary to proceed with a more prescriptive approach involving binding rules on remuneration.
10. Is the Commission proposing the same framework as for credit institutions and investment firms?
The Commission does not propose the same framework as for credit institutions and investment firms.
Directive 2013/36/EU, part of the CRD IV package, has introduced, inter alia, a maximum ratio of 1:1 between the fixed and the variable component of the total remuneration, with some flexibility provided for shareholders to approve a higher ratio, up to 1:2.
Credit institutions and investment firms pose potential systemic risks and there are potential important prudential considerations to take into account. Therefore, it makes sense to have stricter rules for these institutions and firms than for listed companies more generally. That is why the proposal on the revision of the Shareholders Rights Directive does not propose to govern the amount of remuneration, fixed or variable, of directors of listed companies.
The revised Directive would apply without prejudice to existing legislation and, more particularly, to all listed companies. In addition, the proposal does not prevent Member States from adopting and applying stricter rules.
11. Why is there a need for action regarding related party transactions? Why do you propose to grant shareholders a right to vote on these?
Related party transactions are transactions between a company and its management, directors, controlling shareholders or companies of the same group. These transactions may cause prejudice to the company and their (minority) shareholders, as they may give the related party the opportunity to appropriate value belonging to the company. Thus, adequate safeguards for the protection of shareholders' interests are of the utmost importance.
The proposal would require transparency and an independent third party valuation for important transactions involving 1% of companies' assets and would give shareholders a right to vote on the most important related party transactions involving more than 5% of companies' assets. This would enable shareholders to reject those transactions that are not in their interest. Minority shareholders would in particular be better protected against related party transactions involving the controlling shareholder, as this party would be excluded from the vote.
As institutional investors and asset managers are in most cases minority shareholders, more control rights over related party transactions would improve their ability to exercise control over the management, protect their investments and may incentivise them to take a more responsible approach towards engagement. A mandatory shareholder vote over significant related party transactions would also stimulate companies to engage with shareholders.
Finally, granting shareholders a right to vote on related party transactions would help avoid unjustified transfers of value, which could have a positive effect on the competiveness and sustainability of European companies.
The proposed framework is based on a recommendation from the European Company Law Expert Group of 2011. It is carefully calibrated to avoid creating excessive burden. It applies only to significant transactions, and transactions with fully owned subsidiaries are exempted from the new rules since they do not raise issues of minority shareholder protection. Finally, shareholders can give in advance approval of recurring transactions.
13. What is the benefit of an EU framework for shareholder identification?
The proposal would enable listed companies to identify their shareholders. Current rules subject investors to transparency requirements when they acquire 5% of the voting rights of a company. However, today it is not always possible for companies to identify shareholders under this threshold. According to the new rules, intermediaries holding shares on behalf of shareholders would be required to disclose the contact details of shareholders to companies, if they so requested. Such shareholder identification would allow listed companies to communicate directly with their shareholders and to proactively engage with shareholders and to enter into discussions on relevant issues, including corporate governance matters with shareholders.
14. How would the proposal solve the problem of exercising rights (e.g. voting rights) by shareholders, in particular in cross-border situations?
The proposed Directive would significantly improve the exercise of shareholder rights for all shareholders, including retail shareholders. Many problems arise when there is more than one intermediary between the listed company and the shareholder, especially if these are located in different Member States. The proposal would require intermediaries to transmit the voting information from the shareholder to the company and confirm the vote to the shareholder. Shareholders could therefore be certain that their votes have effectively been cast, including across borders.
15. What are proxy advisors? Why is there a need to regulate them?
Proxy advisers are companies specialised in analysing company disclosures and providing advice for investors on how they should vote at the general meeting of shareholders. As institutional investors and asset managers generally have a large number of companies in their portfolios, proxy advisers play a necessary and important role in providing useful voting recommendations, especially in case of cross-border shareholdings.
The important role of proxy advisers also gives them a key role in improving shareholder engagement. To ensure reliable and high quality recommendations and to enhance trust in such services, the proposal would require proxy advisers to disclose certain information about the ways in which they prepare voting recommendations.
16. Would the new rules impose a supplementary burden and cost for listed companies and their investors?
No. The administrative requirements that would be imposed by the new rules are limited when compared to the potential benefits in terms of increased efficiency and competitiveness of companies and long-term performance of institutional investors.
Most of the costs imposed would be linked to transparency obligations. The costs would be limited and distributed evenly between the different stakeholders affected by the new rules.
Listed companies would be subject to new transparency obligations, the cost implications of which would not be significant (e.g. €500-€1 000 for the publication of a remuneration policy). Where a shareholder vote is foreseen, significant flexibility is offered to Member States to prevent unnecessary costs involved by the organisation of additional general meetings which could potentially involve significant costs.
17. What's next?
The proposal will be submitted to the Council and the European Parliament for their consideration and final adoption. Once adopted, the new Directive would have to be implemented into the laws of all EU Member States.
II. Commission Recommendation on the quality of corporate governance reporting ('comply or explain')
1. What does the 'comply or explain' approach stand for?
The 'comply or explain' principle is a key feature of the application of the corporate governance rules in the EU. Most corporate governance is soft law and guidelines are included in voluntary national codes of conduct. The "comply or explain" approach allows listed companies to depart from a particular recommendation of the applicable national corporate governance code, provided that they explain the reasons for doing so. In this way, it offers companies an important degree of flexibility to adapt their corporate governance to their specific situation, yet encourages them to follow corporate governance best practices.
2. Why is there a need for action at EU level in this area?
Despite gradual improvement in recent years, there are still shortcomings in the way the 'comply or explain' principle is applied. Companies often do not provide appropriate explanations when they depart from corporate governance codes. This makes it more difficult for investors to take informed investment decisions.
Such shortcomings were highlighted by respondents to the 2011 Green Paper on EU Corporate Governance (IP/11/404) who were in favour of better quality explanations. In addition, even if several Member States have initiated discussions or issued guidelines on the quality of explanations, such initiatives have taken place only in some EU countries and have often focused on specific national contexts. In order to maintain the key role of codes of conduct in ensuring good corporate governance and their legitimacy, the Commission considers that action at EU level is needed.
The Recommendation was chosen in order to maintain the flexibility of the 'comply or explain' approach. It will not be legally binding. However it provides practical EU guidance, based on national best practices across the EU, for listed companies, investors and national monitoring bodies. In this way it should improve the quality of disclosures and ensure better transparency.
3. What are the main objectives of the Recommendation?
Its objectives are twofold:
- to provide guidance on how listed companies should explain their departures from the recommendations of the relevant corporate governance codes; and in addition
- to encourage European listed companies to report on how they followed the relevant corporate governance codes on the topics of most importance for shareholders, in order to improve transparency and quality of corporate governance reporting in general.
4. What's next?
The Commission invites Member States to inform it of the measures taken in accordance with this Recommendation by spring 2015. This would allow the Commission to assess whether any further measures are necessary.


text:
Brutal Metal @ Sep 26 2010, 08:11 PM wrote: Yeah Nice live video feed on channel 5, what's up with the cameraman? doesn't he notice that the contrast is fucked up?? haha!!
Somebody get me that English reporters phone number, I want the Florida Power Ball Lottery numbers since he is obviously Clairvoyant! :D
brucethejam @ Sep 26 2010, 09:30 PM wrote:Brutal Metal 4 Sep 26 2010, 08:11 PM wrote: Yeah Nice live video feed on channel 5, what's up with the cameraman? doesn't he notice that the contrast is fucked up?? haha!!
Somebody get me that English reporters phone number, I want the Florida Power Ball Lottery numbers since he is obviously Clairvoyant! :D
I noticed the camera from the helicopter, its got the towers and the interior of the helicopter in focus!
Resolved Question
Is the media fake during terror attacks?
Best Answer - Chosen by Voters
"the media could have been a littlle fake during 9/11
as in they were very saddened live were lost , but at the same time
pleased that it happened while a republican was in office."
...if thats what your asking.
hoi.polloi 4 Sep 24 2010, 02:00 AM wrote:
The video always looks a little funky when they are showing crowds of running people.
It reminds me of early-/mid-90's video games with FMV (full motion video) graphics. The people are flat images pre-recorded (or pre-rendered if they are CGI) as individual sprites.
The video is then overlayed using chromakeying and sometimes touched up.
Observe these silly takes from 1997 classic Lands of Lore II
http://www.youtube.com/watch?v=f8L-RjZ6 ... re=related
http://www.youtube.com/watch?v=wIkXycH5 ... re=related
Without a reference on how to store a 2D sprite in a 3D environment, the lazy creators might conceivably drop in the FMV without comparing to real people and just try to "feel out" how the crowds should appear.
And now see how such a video is inserted into the actual 2.5-D (not fully 2D or 3D) gameplay. (Sorry again for the ridiculous fantasy theme. It kinda fits the "fantasy world" of the 9/11 videos though.)
http://www.youtube.com/watch?v=qvGpOExd ... re=related
When 2D characters are encountered in a 3D landscape filled with 2D sprites, you get some really warped looking graphics. I believe "2-and-a-half-D" is a term that programmers and game designers from the mid-90s are familiar with and can recognize in a great deal of the wonky 9/11 graphics. I think for ease of rendering, the military employed this cheap & quick kind of software as opposed to attempting to render their 3D model in full or "on the fly".
Another example is from the 90's hit Diablo 2, where the characters are 2D sprites, but created from pre-rendered 3-D models.
Just a speculation - we obviously don't know - but what if they had an amazing 3D model of New York City ... that they simply couldn't get to render their "controlled area" properly so they chopped up the scenery and created 2D sprites to futz around with just like a mid-90's video game? Perhaps even some photographs of the buildings could be rendered on the building models for a 'Google Earth' type effect.
Return to SEPTEMBER CLUES: the 9/11 psyop exposed: the media aired a "Made-for-TV Hollywood movie"
Users browsing this forum: No registered users and 2 guests


text:
Last winter I purchased a pair of Gerbing heated pants to go with my heated jacket. I used Gerbing's sizing chart to order my size, but when they arrived they were way too tight across the crotch. Now I realize that heated gear is supposed to be snug, but this was ridiculous, and I'm a very standard 5'10" 175 lbs. Revzilla took them back, but the next size up was out of stock until summer. By then, heated gear was the furthest thing from my mind. I just re-ordered the next size up, M-R, but what arrived were huge! To get the inseam to fit properly, I have to hike them up to my sternum, like a pair of waders! What's the deal with Gerbing's sizing? Nothing really seems to fit right.
I've also had problems with wire and plug failure. I just got the jacket back from having the main plug repaired. Not, after using it only a couple of times, the glove input plug failed. Seems like a weak spot to me, and perhaps they should be using a heaver duty wire.
Has anyone tried the heated gear that Cycle Gear Sells. Their heated pants are much less expensive than Gerbing, and though I've never used them, the pair I tried on in the store fit great. I'm thinking of sending these Gerbing pants back and getting the Cycle Gear pair, but would be curious to hear any first hand opinions.


text:
Freightliner Custom Chassis Corp. sees "signs of life" in its diesel motorhome chassis business, according to Jonathan Randall, director of sales and marketing for the Gaffney, S.C., subsidiary of Daimler AG.
"It's a tough market right now, as everybody is aware," Randall said while attending the 82nd Annual Family Motor Coach Association (FMCA) Annual International Convention July 20-23 in Bowling Green, Ohio. "But we have seen signs of life coming from areas that we hadn't earlier. We have seen orders coming in from manufacturers at a higher pace than they had been. Our production, as a result, is up from where we were earlier this year."
Still, Randall said Freightliner doesn't expect to see noticeable growth in its RV chassis business until the 2nd or 3rd quarter of next year.
"That gives us time to work through what still is a tight credit market, and hopefully, consumer confidence starts to build, the economy starts to rebound and truck companies start to see more freight being shipped, which is another strong bellwether for the economy.
"Our return to normal market volumes, whatever that means, will occur with a little more stability into late 2010 or early 2011."
Freightliner also makes chassis for school buses, commercial buses and walk-in vans. "While all of those have experienced downturns, it hasn't been nearly as significant as what we've experienced in the RV market," Randall said. "We are near the bottom now, if not at it."
Besides investing in development of a new hybrid diesel/electric chassis that debuted last December at the Louisville Show, Freightliner is developing new products that will be introduced later this year and early next year, Randall said. "There's nothing that I can talk about at this point," Randall added.
All in all, he said that Freightliner expects to emerge from the recession stronger than it was before. "We view this as an opportunity for growth for us," Randall said. "Turmoil breeds opportunity."


text:
(You will need Adobe Acrobat Reader to view PDF documents.)
Rights and Permissions
We encourage creative uses of our product in permissible ways that will complement students' learning. Various opportunities exist to utilize portions of text, photocopy pages or record material, and translate product or adapt product formats. Permission is necessary to take advantage of these options.
Please print out the Rights and Permissions Instructions and Form (PDF). Then return it by fax or mail to our Rights & Permissions Department. Your request is subject to U.S. copyright law and standard business practices for educational publishing, which may include appropriate fees to the copyright holder.
AP® and Electives
AP® is a trademark registered and/or owned by the College Board, which was not involved in the production of, and does not endorse, this site.


text:
I never tried a pastel de tres leches until I moved to Florida. My new Cuban friends raved about it and it brought back sweet childhood memories of lady fingers cake with fresh peaches soaked in rich, condensed milk.
Pastel de tres leches (three milks cake) has many other versions: Cuban, Mexican, Dominican, Peruvian, Nicaraguan, among others.
Nevertheless, this cake — which can also be served for breakfast or merienda, is basically a sponge cake or butter cake soaked in three different types of milk: evaporated, condensed, and whole.


text:
There's Still Time for Lunch - Attend an Eat In on Labor Day!
In just three days, people in all 50 states will sit down to share a meal and bend the direction of history just a little bit. Together, we are publicly rejecting the notion that our schools can't afford to feed kids anything but the bad food that makes them sick. And the way we're making this statement is by bringing neighbors together in the spirit of good will and for the joy of sharing good food. That is the heart of our movement.
Attend an Eat-In on Labor Day! There are now 296 taking place in cities and towns across America. Let's reach 300 and more!
This fall, the Child Nutrition Act, which is the bill that governs the National School Lunch Program, is up for reauthorization in Congress. By passing a Child Nutrition Act that works for children, our nation can support a future where children's health and healthy food systems are prioritized.
It's important that you sign this petition at:
If you missed the Orca School/Slow Food Seattle Eat In on September 3, plan to attend one of these on Labor Day!
Eat-In for North King/South Snohomish Potluck
When: 6:00 p.m.
Where: Marina Beach on Admiral Way South, Edmonds, WA
Contact: Mina Williams - firstname.lastname@example.com
Bring a dish and beverage to share, your reusable plate, cutlery and cup plus any comfort items – chair, blanket – you wish to enjoy the seaside park.
Come to the panoramic Marina Beach on Admiral Way South for the northend/south county Eat-In.
Enjoy the bounteous potluck with your neighbors as the sun sets on Puget Sound and the Olympics.
Plenty of parking at the park, which is just north of the off leash dog park and just south of the dry dock area and the boat moorage at the Port of Edmonds.
Bus service available through Community Transit servicing the Edmonds Ferry Terminal and Edmonds Station (Amtrak and Sounder). The closest stop is on Dayton with a few blocks to walk.
Slow Food Snoqualmie Valley Potluck
When: 3:00-5:00 p.m.
Where: The Grange Cafe in Duvall, WA
Contact: Alida Sullivan - email@example.com
$15 per person (SF members $10) KIDS 12 AND UNDER FREE!
A delicious meal by local foodies & chefs with local produce/meat
Taste tests for kids ~ grilling demo ~ healthy lunch & snack ideas nutrition facts ~ updates on local farm-to-school programs
Slow Food Membership Drive to get benefits and discounts with a donation amount of your choice
Book-signing with Jill Richardson, author of Recipe for America ~ a vision of a sustainable food system


text:
|HOF Class of '93
Richard Keller was a four-year letter winner for the Kings Point track team from 1964-1867, establishing six academy records throughout the course of his career. In only his freshman season, Keller was the Long Island Collegiate Champion in the 100 yard dash, 220 yard dash, one mile run, and a member of the 440 yard relay team. In 1965 Keller repeated as a four-time winner in the Long Island Collegiate Championships, he captured the silver and bronze medal in the NCAA Regional Championships in the long and triple-jump events. He broke Kings Point records in the 440 relay, the one mile run, the 440 yard dash, long jump, and triple jump.
As a junior, Keller established new school records in the 100 yard dash and the 440 yard dash while earning silver medals in the NCAA Regional Championships in both the 100 and 200 yard dashes. After a great indoor season in his senior year, Keller never had the chance to compete in the spring season because the Class of '67 graduated in February due to the War in Vietnam. Keller did compete as an amateur for the next five season, earning medals at different national competitions.


text:
Belevation Maternity Support Bandbv001
Product Details
Belevation's new "belly elevation innovation" was created in 2007 as a state of the art maternity support band. It's symmetrically engineered continuous support panel extends through the lower back and under the belly and is seamlessly knit for comfort. The four way stretch breathable fabic contains CelliantLife which enhances oxygen levels in the body.
It offers medium support - somewhere between a maternity support panty and a true maternity belt. Extends down the hips and to the top of the thighs for flexible fitting.


text:
'Bossman' set the tone early on for Uptons
CHESAPEAKE, Va. -- The silver SUV pulled into the parking lot at Greenbrier Christian Academy, and instantly a smiling face waved the vehicle around. People know Manny Upton, whether it's here in southeastern Virginia or another time zone. Best known as "Bossman," the man has presence. He commands respect, never needing to demand it.
Manny's older son, B.J. ("Bossman Junior"), attended Greenbrier and is the greatest baseball player that a great high school program has produced. Younger son Justin played a few miles away at Great Bridge High School, and he's likewise the No. 1 product of a fine program.
CHESAPEAKE, Va. -- The silver SUV pulled into the parking lot at Greenbrier Christian Academy, and instantly a smiling face waved the vehicle around. People know Manny Upton, whether it's here in southeastern Virginia or another time zone. Best known as "Bossman," the man has presence. He commands respect, never needing to demand it.
Manny's older son, B.J. ("Bossman Junior"), attended Greenbrier and is the greatest baseball player that a great high school program has produced. Younger son Justin played a few miles away at Great Bridge High School, and he's likewise the No. 1 product of a fine program.
These are the schools that propelled the Upton brothers to their status as top Draft picks (B.J. No. 2 overall in 2002, Justin No. 1 in '05) and Major League stars. Today, Justin and B.J. are teammates with the National League East-leading Atlanta Braves, centerpieces of that franchise's offseason overhaul.
But before the bigs, before high school, they played for Bossman. He knows them better than anyone else. Manny taught them how to play ball, and they learned how to carry themselves and how to be teammates.
"He coached us at 9 and 10 years old and treated us at 9 and 10 years old like grown men," said B.J. "When we were on the field, it wasn't like we were 9 and 10 years old. If we didn't do something right, he wore us out like it was his college team. That's the way it's always been, from day one."
Manny and his wife, Yvonne, are natives of the Hampton Roads area, where Greenbrier and Great Bridge are located. He played college baseball at Norfolk State, later coached that same team, and has been busy ever since. Manny is currently a college basketball referee and a loan officer at a mortgage company. He has worked as a baseball scout, and of course he spends plenty of time keeping up with the careers of his sons.
Manny is nearly always going, and while he's thought about going back into scouting, there's one thing he'd miss. He wouldn't be able to watch his sons play ball.
Atlanta is just over an hour's flight from Norfolk, and the parents can hop a flight to see Justin and B.J. play pretty much whenever they want to. Washington, Philadelphia and New York are likewise easy to visit.
"I kind of like it," Manny said over dinner in Chesapeake recently. "Some days I tell her I'll go back to scouting. She tells me, 'You aren't scouting, because you wouldn't have time with the boys.'"
He would miss it too much. So would they.
The family has reached an impressive balance. Dad and Mom visit often, but not too much. They're missed when they're not around, and welcome when they come. It's balance that the elder Upton has always sought and mostly achieved. Manny was always available, always happy to help his sons play ball. But he never forced it, or himself, on them.
From the first time B.J. or Justin picked up a ball, Bossman never pushed them to play. They were welcome at NSU practices, and they had every opportunity to get out and throw or hit whenever they could. But there was never pressure.
Until they committed, that is. Once they were in, the expectations changed. There's no such thing as a halfway commitment in the Upton household.
"Not pushing you either way, but when you do something, you try your best at it," said Justin.
It stuck with both brothers. Dad remembers his older son hitting every day at 6 a.m. when he was in high school -- with friend and fellow future big leaguer David Wright in tow.
"You don't teach them to quit," Manny said. "It's easy to quit. That's the easiest thing to do. B.J. and Dave, they hit every morning. When they were able to drive, at 6 o'clock in the morning. Before school. Not too many kids do that. Nobody made them do it. They did it on their own. That's why they're successful."
Wright is another Major Leaguer who owes some of his success to Manny Upton. The Mets third baseman was a neighbor of the Uptons' and a year ahead of B.J. in school, and he jokes that he served as a "personal taxi" for his younger friend.
Wright attended Hickory High School, but he played on youth teams with B.J., coached by Bossman. He remembers a coach who could command a clubhouse without saying a whole lot.
"He's out to beat you," Wright said. "He's an imposing figure, but also without even having to raise his voice or yell and scream, he gives you a certain look and you know what's expected."
B.J. and Justin always had talent, but they had that drive as well. That came from inside, but B.J. also believes that it resulted from the game being a choice when they were kids. They were never pushed to play, so they never got tired of it.
Their father echoes that; it was and is important to him. Manny didn't lean on them -- but it's clear he takes as much pride in that early work as in anything B.J. produced on the field.
B.J. takes more after his father, with a quiet, reserved on-field demeanor that hides the intensity within. Justin, both parents say, is more like his mother, a more loquacious sort.
Don't mistake quiet for a lack of intensity in the son or the father. As a coach, Manny never had any trouble getting through to his young charges. He just didn't have to scream to accomplish it.
"I didn't believe in yelling, but I got my point across," he said. "And they knew. Even with discipline at home, B.J. and Justin probably could tell you on one hand how much I yelled at them. But they knew it was an expectation. When you didn't meet that expectation, then there was a problem."
B.J. Upton remembers a tournament when he was very young -- perhaps even still in elementary school. His team was feeling some intimidation from a bigger opponent. Coach Upton was having none of it.
Manny convinced them, B.J. remembers, that the opposing team was in fact the one that ought to be intimidated. He did it quietly -- but firmly.
"None of the parents heard it," B.J. recalled, smiling. "But we heard it."
That intensity, and competitiveness, was never limited to just baseball. It still isn't. These days, it finds a major outlet on the golf course. All three Upton men love the game, and they love beating each other at it.
"Yeah, the golf course is bad," Bossman Upton admits with a soft laugh. "We're not family on the golf course. That's the truth. Because if they beat me, I've got to hear about it. They want to beat me bad. I think that's my advantage. They want to beat me so bad.
"And I talk some stuff to them. Not much, but I talk a little bit."
The last assertion is met with a skeptical "Ohhhh really?" from his wife, who sees the fierce battles firsthand.
Once the competition is over, though, things return to normal. That's a hallmark of both father and coach. Manny is easygoing when you're not keeping score. It's only when competition starts that he turns into something different.
"He's laid back, man," B.J. said. "He's happy-go-lucky, easy. But just a different person between the lines."
This season has been wonderful in some ways for Bossman, having his sons in the same city and both closer than ever before. B.J. had been with the Tampa Bay Rays, Justin with the Arizona Diamondbacks. But it's also had some trials, as B.J. has spent nearly the whole season searching for a groove at the plate.
Though he knows B.J.'s swing better than anyone, Manny hesitated to weigh in with any thoughts until he was asked. He loves being included, but he wants to be sure that he's not overstepping his bounds -- once again walking that line, keeping that balance. Manny will contribute, but he won't butt in.
"I coached them all the way through AAU, and I always told the parents, 'Let me handle your kids,'" he said. "So I will respect you as a coach and allow you to handle it. Now, if B.J. and Justin call me, it's a different story."
B.J. did call his father for help recently. He said the input was helpful, and in fact June has been his best month of the season to date. Justin talks hitting with him even more, sometimes spending hours breaking down video and talking swings when they're together.
As always, Bossman is not going to insist on anything. But once he's in, he's in.
"It's nice to know that my sons still trust me even though they're at that level," he said. "I don't want credit. I just want him to play well. I already got my credit because both of them are there."
Matthew Leach is a writer for MLB.com. Read his blog, Obviously, You're Not a Golfer and follow him on Twitter at @MatthewHLeach.