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KuCoin to Become the Third Major Exchange to List Blockstack’s STX Token
Cryptocurrency exchange KuCoin has entered into an agreement with Blockstack PBC, the firm behind the Blockstack blockchain, to list the Stacks (STX) token in the coming weeks. The development marks an attempt to increase global access to Blockstack’s digital token.
KuCoin to List STX Token
STX is used to register digital assets on the Blockstack blockchain. They are used when users register or utilize something on the Blockstack blockchain, much like how Ether (ETH) is spent when operating on the Ethereum network.
KuCoin will be the third exchange to list STX. According to Blockstack’s website, the partnership with KuCoin holds high significance to increase global access to the Stacks (STX) token, especially in Asia and other active KuCoin markets.
Notably, KuCoin boasts of more than 5 million registered users worldwide. By getting listen on KuCoin, access to the STX token will now be easier than ever, especially in the Asian cryptocurrency markets.
KuCoin represents a diverse community of crypto enthusiasts that Blockstack expects to have easy access to. Blockstack are excited about the continued progress towards decentralization for the Blockstack ecosystem, as the governance, operation and token ownership of the network continue to expand.
For the uninitiated, Blockstack PBC, the firm behind the STX digital token, concluding its token offering in 2019 in what was, at the time, the first U.S. Securities and Exchange Commission-approved (SEC) token-based offering. The firm was able to raise a total of $23 million under the SEC’s Regulation A+ and Regulation S.
KuCoin Continues to Expand Its Footprint
KuCoin’s commitment to offering the best digital assets services and products to its users reflects in the crypto exchange’s recent business activities.
Earlier this year, in February, KuCoin announced the launch of Instant Exchange service to enable instant crypto transaction service for Bitcoin (BTC), ETH, Litecoin (LTC), XRP, Bitcoin Cash (BCH), and Tether (USDT).
On a more recent note, the KuCoin crypto exchange announced that it had partnered with Singapore-based crypto-asset custody platform Onchain Custodian to offer custody service for the safekeeping of KuCoin crypto-assets. Notably, the custodial funds will be backed by Lockton Insurance, the world’s largest private insurance brokerage company. | https://btcmanager.com/kucoin-third-exchange-list-blockstack-stx-token/ | 2020-10-19T22:57:50 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
Laci Collection #202021
collection is an excellent choice if you have chosen mint as one of the accent colors in your wedding. This cascading rose bouquet from the Laci collection is an absolutely breathtaking arrangement for any bride to be, in any season. Roses in mint, cream, and white are center stage alongside accent foliage and babies’ breath. This bouquet is 12” wide, 15” love the style of this bouquet but you have chosen a different color in mind, please note that color changes are free of charge and we would gladly assist you. If you would like a color that we do not appear to offer on our site, not to worry - we also offer custom dye options so that you can have the exact color you dreamt of for your special day.
Because our floral arrangements maintain their beauty and shape over time, these bouquets are sure to become timeless keepsakes for your bridesmaids. At 7” wide, these bouquets consist of gorgeous roses and greenery that will stay elegant for years to come rather than wilting or browning.
These smaller bridesmaids bouquets are 5” wide and are the same level of high quality and craftsmanship as their larger counterparts, in addition to a shimmering satin white ribbon. It is worth mentioning the color palette of the Laci mint rose and babies’ breath, cream rose and babies’ breath,, bright mint rose alongside accent greenery and babies’ breath.. | https://budget-bride.shop/collections/greens/products/laci-collection-202021-35-280 | 2020-10-19T21:24:42 | CC-MAIN-2020-45 | 1603107866404.1 | [
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"Click to open gallery Laci Collection #202021 - $35 - $280"
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- Robia Islam
- Scott Gilmore
- Scott McCord
- Simon Rimmele
- The Judges
Archives
October 18, 2011 | by Morgan Ashenfelter0
Recent Posts from
Building Markets Headquarters
New Report: Women’s Entrepreneurship in Syrian-Owned Businesses in Turkey
by Robia Islam | 25 Aug 2020
The Road Back from COVID-19 will be Paved by Small Businesses around the World
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Managing a Global Team through a Global Crisis
by Jennifer P. Holt | 24 Mar 2020
Our Thanks, Our Impact, and a Request
by Jennifer P. Holt | 18 Dec 2019 | https://buildingmarkets.org/blogs/blog/2011/10/19/african-youth-technology-and-the-diaspora-an-interview-with-tms-ruge/villagesinaction-video-2/ | 2020-10-19T21:52:49 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
2014 Voter Poll Toolkit
For the first time in many years we have a statewide picture of what North Carolina voters think about early childhood education and development. It’s a fantastic story! Voters truly understand the importance of ensuring our children are prepared to succeed in school and want policymakers to take action on early learning at the state and national level. Majorities of Democrats, Republicans and Independents support investments in early childhood programs in the state – including expanding access to Smart Start, Pre-K, teacher training and home visiting programs.
By sharing this story in your communities, across your networks and throughout the state, we can start a new conversation about how high-quality early child development programs for children birth to eight create better education, health and economic outcomes for everyone in North Carolina.
Please use the tools below to:
- Tailor the press release template and submit it to your community newspapers.
- Recruit community champions to submit letters to the editor.
- Post sharegraphics below on your website and social media platforms – Facebook, Twitter and LinkedIn.
- Share the results in your e-newsletters.
- Present the findings to your boards and community groups. Download the presentation and fact sheet.
- Brief your legislative representatives, county council members, mayors, school board members and other elected policymakers on the findings.
| https://buildthefoundation.org/2014-voter-poll-toolkit/ | 2020-10-19T20:43:41 | CC-MAIN-2020-45 | 1603107866404.1 | [
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The North Korea’s air defense capabilities are overestimated, experts said
WASHINGTON, (BM) – Recently, the confrontation between the fifth-generation American F-35 fighter-bombers and Soviet / Russian-made anti-aircraft missile systems has become almost the main topic of specialist magazines and the media.
Read more: North Korea plans to develop a new strategic weapon, Kim Jong Un said
Israeli fighters have struck Damascus International Airport, directly ignoring the S-300 complexes, but state-run Russian media speak to the full superiority of Russian air defense systems because of latest and most dangerous anti-aircraft defense systems S-400.
US National Interest magazine is modeling one of the likely conflicts that could arise – an attack by the US Air Force against Pyongyang. After the meeting between Trump and Kim Jong Un, the conflict seems to have subsided, but it may erupt at any time.
According to the National Interest magazine, the DPRK has a powerful set of Soviet systems: the C-75, the C-125, the C-200 and the Square – the export version of the Cube air defense system. Previously, Pyongyang independently produced the C-75 and periodically updated it.
Read more: North Korea has expanded work at a major factory for production of long ranged ballistic missiles
Since 2010, he has used his own KN-06 system. According to South Korean intelligence, this complex is analogous to the C-300 and has a combat radius of 150 km. According to experts, the capabilities of the DPRK’s air defense capabilities are overstated. Their systems are consistent with Soviet counterparts of the 1970s and 1980s and are dangerous even to fourth-generation fighters.
In addition, North Korea’s air defense systems are coordinated, they have a Soviet computerized anti-aircraft command and control system. Most of the radars are old, but several new radars have been received with the Iranian phased antenna system. Pyongyang’s main problem is that the United States can use mid-range air-to-ground missiles.
It will be difficult for Koreans to fight even the F-16, not to mention the F-35. However, if Americans want to land, things are hardly going smoothly. The DPRK has an enormous number of short-range anti-aircraft weapons that can take down any helicopter and transport aircraft.
Read more: F-35 fighter jets neutralize North Korean nuclear missiles
Fighters and bombers will destroy the DPRK’s strategic sites, but the Koreans will hide their small complexes. This means that the US will not succeed easily, concludes National | https://bulgarianmilitary.com/2020/03/02/the-north-koreas-air-defense-capabilities-are-overestimated-experts-said/ | 2020-10-19T20:56:37 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
An analysis of Structural Methacrylate Adhesives –
Sika
Novachem
Acralock
Permabond
Plexus
Henkel
Structural Methacrylate Adhesives Market can be segmented into Product Types as –
Combined at a 1:1 Ratio
Combined at a 10:1 Ratio
Combined at a 4:1 Ratio
Structural Methacrylate Adhesives Market can be segmented into Applications as –
Application I
Application II
Application III
Structural Methacrylate Adhes Structural Methacrylate Adhesives Structural Methacrylate Adhesives Market
Global Structural Methacrylate Adhesives Market Size (Sales) Market Share in 2019 by Product Type (Categorization)
Global Structural Methacrylate Adhesives Market Size (Sales) Market Share in 2019 by Application Type (End-Users)
Global Structural Methacrylate Adhesives Growth Rate and Sales (2019-2025)
Global Structural Methacrylate Adhesives Market Share and Sales (Volume) Comparison by Applications
Global Structural Methacrylate Adhesives Suppliers/Players Profiles along with their Sales Data
Structural Methacrylate Adhesives Competition by Region, Application, Type, and Suppliers/Players
Defined (Value, Sales Price, and Volume) table for each geographic region under Structural Methacrylate Adhesives. | https://bulletinline.com/2020/04/29/structural-methacrylate-adhesives-market-trends-key-players-overview-competitive-breakdown-and-regional-forecast-by-2025/ | 2020-10-19T20:52:55 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
The latest round of voting takes place here. The list of eliminations follows.
- 2 Stupid Dogs (1993)
- Aaahh!!! Real Monsters (1994)
- Ace of Wands (1970)
- American Horror Story (2011)
- Attack of the Killer Tomatoes (1990)
- Backyardigans (1998)
- Barney and Friends (1992)
- Beastmaster (1992)
- Big Wolf on Campus (1999)
- Blood Ties (2006)
- Captain Flamingo (2006)
- Conan and the Young Warriors (1994)
- Demons (2009)
- Double Dragon (1993)
- Down to Earth (2000)
- Dragon Ball Z (1996)
- Drop Dead Diva (2009)
- Fairy Tail (2009)
- Fantastic Four (1967)
- Fantastic Four (1978)
- Fantastic Four (1991)
- Final Fantasy: Unlimited (2001)
- Fred and Barney Meet the Thing (1979)
- Friday the 13th: The Series (1987)
- Galtar and the Golden Lance (1985)
- Ghost Whisperer (2005)
- He-Man and the Masters of the Universe (1983)
- Highway to Heaven (1984)
- Hulk and the Agents of S.M.A.S.H. (2013)
- Jekyll (2007)
- King Koopa’s Kool Kartoons (1989)
- Kissyfur (1985)
- Listener (2009)
- Littlest Pet Shop (1995)
- Littlest Pet Shop (2012)
- Manimal (1983)
- Maxx (1995)
- Mighty Morphin Power Rangers (1993)
- Monster Squad (1976)
- My Little Pony n’ Friends (1986)
- Mystic Knights of Tir Na Nog (1998)
- Nanny and the Professor (1970)
- Ned’s Newt (1997)
- New Adventures of He-Man (1990)
- One Piece (1999)
- Out of the Unknown (1965)
- Pokemon (1998)
- Polka Dot Door (1971)
- Popples (1986)
- Pound Puppies (1986)
- Pound Puppies (2010)
- Rainbow Brite (1984)
- Rubik, the Amazing Cube (1983)
- Sabrina, Super Witch (1977)
- Secret Circle (2011)
- Shingeki no kyojin / Attack on Titan (2013)
- Shirley Temple’s Storybook (1958)
- Soul Eater (2008)
- Square One (1987)
- Storyteller (1987)
- Strawberry Shortcake (2005)
- Super Mario Bros. (portion of Super Mario Bros Super Show) (1989)
- Super Mario World (1991)
- Super Why (2007)
- Tabitha (1976)
- Tales of the Wizard of Oz (1961)
- Teen Angel (1989)
- Teen Titans Go! (2013)
- The Adventures of Sonic the Hedgehog (1993)
- The Adventures of Super Mario Bros. 3 (1990)
- The Adventures of Teddy Ruxpin (1987)
- The Care Bears Family (1985)
- The Ex List (2008)
- The Friendly Giant (1958)
- The Itsy Bitsy Spider (1994)
- The King Kong Show (1966)
- The Little Vampire (1986)
- The Mighty Hercules (1963)
- The Moon Stallion (1978)
- The New Adventures of Batman (1977)
- The New Casper Cartoon Show (1963)
- The Originals (2013)
- The Owl Service (1969)
- The Oz Kids (1996)
- The Plastic Man Comedy/Adventure Hour (1979)
- The Smurfs (1981)
- Touched By An Angel (1994)
- Vampire Diaries (2009)
- Witches of East End (2013)
- Wizards and Warriors (1983)
- Wizards vs. Aliens (2012)
- Wonderfalls (2004)
Catweazle ??!! Gonna have to look that one up.
Turns out there are surprisingly few fantasy TV series that are aimed at an older audience. That’s also why we’ve had the fewest titles per round compared to the other tournaments. I had to do a lot of research just to get 264 to start with!
Now that you mention it, I had noticed there were rather a lot I hadn’t even heard of that don’t align with my childhood years. I’d expect a few shows not to have crossed over the pond, but the attrition rate here is pretty high… I suspect if you were to look at which shows people voted other than “Haven’t seen it” on you could probably get a pretty strong correlation against the voter’s age.
Oh, good. Glad it’s not just me… :-\ | https://bureau42.com/view/20281/greatest-fantasy-tv-tournament-week-21-round-1 | 2020-10-19T22:03:16 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
Forty-Niner Shops, Inc.
Categories
Retail Specialty ShopNon-Profit Organizations
The Forty-Niner Shops are a non-profit auxiliary of California State University, Long Beach. They operate: Bookstore, Residential and Retail Dining Services, as well as the Beach on 2nd Street. The Shops are committed to training student employees with life and career skills; funding scholarships, providing internships, and supporting campus-wide programs that promote student success.
Rep/Contact Info
Rosa Hernandez
Mr. Don Penrod
General Mgr./CEO
- Phone: (562) 985-7700
- Send an Email | https://business.lbchamber.com/list/member/forty-niner-shops-inc-7730.htm | 2020-10-19T22:03:31 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
Lynchburg Regional Business Alliance Appomattox County Public Schools; Crystal Edwards, superintendent at Lynchburg City Schools; Robert Johnson, superintendent at Campbell County Public Schools; and Doug Schuch, superintendent at Bedford County Public Schools.
The event garnered 70 participants, including Lynchburg Regional Business Alliance members and members of the general public.
While each division is planning to reopen schools for the 2020-21 school year, offering hybrid- learning options for students and a 100% virtual option — plans vary slightly. The problems they face in making the plans a reality are identical.
School officials said transportation, internet access and childcare remain key challenges local school divisions will have to address when it comes to reopening.
None of the divisions are planning for students to immediately return to school for full school days five days a week like they were before schools were closed in March because of the coronavirus pandemic. Because students will not attend school for in-person instruction on a typical schedule, childcare is a major issue for some parents, leaders said.
Arnold said the division will depend on parents, the schools’ community and area employers to help make reopening plans successful. For employers, that means remaining flexible with parents’ work schedules where possible so they can stay home with their children when needed.
Arnold said Amherst County Public Schools will offer childcare to its staff members’ children.
“If we can’t do that, then we’re going to have a hard time getting all of our teachers back in the buildings,” Arnold said.
For other parents in the division, Arnold said the division is working to cultivate relationships with area daycares and childcare centers that might be able to help accommodate their needs despite the scheduling challenges.
Edwards said Lynchburg City Schools is working with community partners to provide off-site locations for childcare. The division’s current reopening plan has its Pre-K through fifth-grade students in school buildings two days a week and learning remotely the remaining days. These partnerships are intended to address both the need for childcare and internet access for virtual learning days.
“We recognize that not every family can pay for childcare, so we’re doing our best to make sure that … we offer free childcare where we can,” Edwards said.
LCS plans to have school staff at those off-site locations to provide childcare and assist with student learning, Edwards said.
Transportation has been an issue in Lynchburg City Schools since before the pandemic, Edwards said, and it’s more of an issue now. The same is true for the other divisions. In many cases, buses will be limited to one passenger to a seat, which, Edwards said, cuts the capacity of each bus by more than 50%.
Because the divisions are offering a 100% virtual option to families unable to or uncomfortable with sending their students back to school, there will be fewer students to transport.
Bennett, Schuch and Johnson said their most recent survey results show about 20% of the students in their respective divisions plan to enroll in the 100% virtual option. Arnold said that number in Amherst County Public Schools is around 18% of students. Edwards said LCS is awaiting results from a recent survey that will indicate how many students will choose the online option.
Still, because of bus capacity with social distancing requirements, buses in each division will have to make several trips around the division to pick up and drop off students at schools on staggered schedules.
To address internet access issues, Johnson said Campbell County Public Schools will place buses around the county that will provide WiFi to those who need it for remote learning days. Arnold said Amherst students will be able to download work to their Chromebooks or a flash drive during their “in school” days that they can complete on remote days.
Flexibility remains key, Johnson said, as these plans could change at a moment’s notice.
Jamey Cross covers education. Reach her at (434) 385-5532. | https://business.lynchburgregion.org/news/details/area-school-officials-talk-reopening-plans-and-community-collaboration-at-online-business-at-breakfa | 2020-10-19T21:06:45 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
The Punjab Board Previous year Maths and Science question papers for Class 7 is available in our portal. One of the essential suggestions to start your exam preparation is collecting good reference books and sample materials. We are providing previous year question papers for your reference where it contains the weightage of each chapters. Prepare for examination based on that to score marks.
Stay tuned with BYJU’S, we are in the process of updating the latest question papers.
Everyone has different learning approach. Your goal is to score good marks in your final examination. Focus on your goals. Studying hard for only a few hours before the examination really doesn’t work you to score good marks. Here, there are some tips to score more.
- Design a study Schedule
- Time management
- Understand exam pattern properly.
- Question Yourself
- Keep yourself updated
We are in the process of updating the question papers. Please stay connected with BYJU’S and get more updates.
Click the below links for previous years Maths and Science question papers: | https://byjus.com/pseb/class-7-previous-year-question-paper/ | 2020-10-19T22:12:36 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
Remember […]
Helsinki Philharmonic Orchestra Performs Eric Prydz’s Opus
You all have seen these before. They’re really popular on Facebook (which is how I found this video). The Helsinki Philharmonic Orchestra has this whole “Classical Trancelations in Concert” where they perform some of the best tracks in Electronic Dance Music such as “Animals,” “Strobe,” “Greyhound,” and a number of other classics in the genre. One […] | https://bythewavs.com/tag/helsinki-philharmonic-orchestra/ | 2020-10-19T21:20:01 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
© Apple
Apple Announces New iPhone, iPad In Major Event
Trending News: It's Finally Time To Upgrade Your iPhone
Why Is This Important?
Because Apple is breaking new ground by introducing a third iPhone variant.
Long Story Short
It's time for 2016's spring Apple Event! Apple will unveil some new things that are a lot like their older things, but marginally better. A new, smaller iPhone is expected, as is a smaller companion to the massive iPad Pro.
Long Story
It's 1:00, which means I'm parked in my recliner, Macbook Air on my lap, with Apple's latest event streaming through my AppleTV. This spring, insiders expect Apple to announce a new, smaller iPhone and a new, smaller iPad Pro. Small — it's the new big. Here comes Tim Cook. Let's strap in. April 1 will represent Apple's 40th anniversary as a company, so expect some nostalgia.
Cook is addressing the FBI/iPhone unlocking kerfuffle. He says that Apple never expected to be in this position they were in, but that they believe protecting privacy is important not just to Apple's customers, but to the nation. Nothing new, really, just an affirmation that Apple won't back down.
Now for Apple's environmental conservation efforts. Literally no one cares — this is the same company that places way too much emphasis on the importance of physical packaging. 93% of all Apple facilities operate on renewable energy though, which is nice. 99% of Apple's infamous packaging is either recycled or from renewable forests. Neat! Apple has a new robot named Liam specifically designed to disassemble your iPhone when you trade it in after a year because the last OS update all but crippled it. iPhones contain a lot of valuable and/or rare materials, so being able to salvage them is a big plus.
Apple just introduced a robot named Liam. His job is to recycle your iPhone. #AppleEvent— CNBC (@CNBC) March 21, 2016
Next, a short video about Researchkit, a feature introduced last year with the goal of making medical research more accessible for more people. For instance, a Duke Health Researchkit study involved diagnosing autism. Through a specially designed app, children could watch videos, and the app would record their reactions and run them through an algorithm. New this year is something called Carekit with an app for Parkinson's, which will help patients better understand their condition (so they say).Another app claims to replace the standard infosheet handed out to discharged surgery patients. None of this is very sexy, but could be legitimately life-changing.
Apple Watch
Finally, on to the sexier stuff. Cook says that people love their Apple Watches, and even love changing the band (doubtful). Nothing new about the watch itself, but you can buy a new woven nylon band for your existing watch. You'll still look like a huge dweeb wearing an Apple Watch, but at least the band will be stylish. Oh, and the Watch is now only $299. That means that there will probably be a new one in the fall.
AppleTV
Apple is still big on the whole "apps are the future of TV" thing, and to that end there are now over 5,000 AppleTV apps in their App Store. One app lets you watch two NCAA tournament games simultaneously, which is pretty cool. Siri, which I almost never use, is capable of searching through apps to find your content (which kind of makes me wonder if having so many apps is a good thing). One new HUGE feature, though, is that Siri can now take dictation, which was a major sticking point for me — typing on the AppleTV was a chore. No longer, though.
iPhone
Oh God, finally. There is a 3rd iPhone, and it'll be 4 inches — the smaller, older models are apparently still very popular. Lots of people are buying 4-inch phones as their first iPhones, likely because they're older and thus cheaper. The new model is the iPhone SE. The SE will have the same processing speeds and graphics performance as the iPhone 6s, as well as all the same bells and whistles. Basically, it's a full-powered iPhone for people who like the size of the iPhone 5s but don't appreciate having to use an outdated product.
Meet the iPhone SE! #AppleEvent pic.twitter.com/1aTJGalS6z— Teen Vogue (@TeenVogue) March 21, 2016
I really wish he'd stop saying "the most powerful 4-inches," though. A lot of people are poking fun on twitter, but personally I'm not a fan of the increasingly large phones these days — if I were in the market for a new iPhone, I might be tempted to look at the iPhone SE. another reason to consider it? It starts at just $399, or $17 per month on the increasingly popular installment plans. The phone goes on sale March 24.
iOS
Apple had been testing iOS 9.3, which includes features like Night Shift (a color-dampening feature similar to f.lux). An update to the Notes app introduces the option to password and/or fingerprint protect your notes. News will feature new top stories and editors picks. Carplay has some enhancements. The iOS 9.3 update is available today.
iPad
This is the other big expected announcement. The iPad Pro is nice and all, but it's the size of a football field and costs more than you're worth as a human being. The new iPad Pro (there appears to be no name distinction) is 9.7 inches and weighs less than a pound. Apple thinks people will love the new size, and also thinks Windows users, bizarrely enough, will be more attracted to the smaller model.
2nd member of iPad Pro family #AppleEvent pic.twitter.com/2baOsiminO— hideo54 (@hideo54) March 21, 2016
The "ultimate PC replacement?" Maybe, but that's a matter of personal taste. These new iPad Pros feature a much brighter display than an iPad Air 2, as well as a new feature called "true tone display," which reads the ambient light to make images look the way they should. Basically, if the ambient light is warmer, the display will respond accordingly. It supports the Apple Pencil, but you'll have to pony up for a new keyboard cover made for the smaller size.
New iPad Pro Starting at $599 for 32GB, 128GB is $749 and 256GB, $899 #AppleEvent pic.twitter.com/ZZPa6Me9CL— HackYouriPhone (@hackyouriphone) March 21, 2016
It'll also be a lot more affordable — $599 for 32 gigs, $200 less than the gigantor model. Orders open up March 24, and they'll start shipping March 31.
That seems to be it, as Tim Cook is summarizing the morning's announcements. A smaller, cheaper iPhone and a smaller, cheaper iPad Pro? Sounds good to me. Cook is announcing that this is probably the last product announcement coming out of this Apple Town Hall. Future announcements will take place at their new facility.
Own The Conversation
Ask The Big Question: Are three iPhones too many?
Disrupt Your Feed: I for one would love to have a smaller smartphone option.
Drop This Fact: Only 2% of Android users have updated to the latest OS, compared to 80% of apple customers. | https://ca.askmen.com/news/tech/apple-announces-new-iphone-ipad-in-major-event.html | 2020-10-19T21:02:31 | CC-MAIN-2020-45 | 1603107866404.1 | [
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looking to hire a Technical Analys/POS Analyst for a 12 - 14 month Contract.
JOB SUMMARY/RESPONSIBILITIES
Based in Montreal, this position will be responsible for providing on-site support of all technology systems utilized by Aramark operations with our client. Reporting to the Director of IT, you will also take day-to-day direction from the on-site Aramark leadership team on-site. This role has significant responsibility around Point of Sale (POS) maintenance and support for food and beverage and retail sales operations, as well as supporting warehouse inventory management system.
Technical Expertise
Responsible for proactive support and maintenance around Point of Sale and Warehouse Inventory Managment systems. Provides technical support of the applications, interfaces and any customizations. Monitors support issues, ensures resolution plans and reports progress to management. Provides excellent customer service during all support requests. Proactively maintains systems and executes preventative maintenance plans. Monitors system status and reacts to issues as they arise. Work with users to define and evaluate business needs, challenges and inefficiencies that may be resolved through automated solutions. Analyze, review and alter systems, programs, and applications to increase operating efficiency or to adapt to new requirements.Responsible for communicating any defects to vendors and application owners and for coordinating testing and implementation of fixes.Develops and executes test and quality assurance strategies and plans. Works closely with vendors and service providers to ensure service levels are being met and risk to the business is minimal. Ensures that proper version control is strictly adhered to and that operational risk is minimized accordingly. Communicates with site users regarding any system enhancements and or scheduled upgrades.Participate in technical and functional training classes as necessary or required. Installs, tests and tunes software and hardware related to database management systems. Schedules and performs upgrades to databases
Industry Knowledge
Experience with implementing and supporting integrated, cloud-based software solutions, including Point of Sale and/or Warehouse Inventory Management Systems is required. Experience with Appetize or other cloud-based point of sale solution is preferred. Previous experience with system implementation and end-user training and support required.
Communication and Client Interaction
Communicate status of project tasks and state of system performance, end-user feedback and acceptace to project leaders and operations personnel. Understand all facets of the implementation process and be able to educate others in the process and expectations. Able to effectively communicate highly technical information to numerous audiences, the user community, and less-experienced staff.
Problem Solving/Decision Making
Provides consultation on all technical systems and enforces IT policies and standards. Employs considerable creativity, innovation and design skills in performing this function. Can analyze common system issues, business and determine appropriate root cause analysis and implement required solutions.
Associates Degree in Information Technology Field or equivalent work experience is required. Bachelor’s Degree is desired.
Please note all candidates considered for hire will be required to successfully pass a criminal background check. Accommodations for job applicants with disabilities are available upon request.
#FPRMCA1
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Find here flexible shaft grinders, flexible shaft grinding machine manufacturers, suppliers exporters in india.Get contact details address of companies manufacturing and supplying flexible shaft grinders, flexible shaft grinding machine, shaft grinder machine across india.Chat Online | https://cafe-genuss-mainz.de/2015-may/22301.html | 2020-10-19T21:23:32 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
Here are some very interesting links to podcasts, books and other resources that we think are very useful to any game developer!
Podcasts:
- Game Dev Club
- Game Dev Breakdown
- Think like a game designer
- Game Maker’s Notebook
- Humans Who Make Games
Books:
- Blood, Sweat, and Pixels
- The Art of Game Design: A Book of Lenses
- Level Up! The Guide to Great Video Game Design
The Skullcast!
We also have a podcast (actually a series on youtube) where we discuss game development and play our favorites games. | https://calavera.studio/en/game-dev-corner/ | 2020-10-19T22:21:18 | CC-MAIN-2020-45 | 1603107866404.1 | [
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"https://calavera.studio/wp-content/uploads/2019/06/game-dev-corner-1024x512.jpg",
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] |
Anyone in the Los Angeles area should stop by Meltdown Comics on Friday night to see the piece “Crocodile Fisherman” that’s part of the show Magical Girls: Art Inspired by Shojo Manga presented by Sweet Streets LA!
Other artist have released a sneak-peek at their work in the show too, and from the looks of it, this event is going to be a lot of fun. There will be a free mini-concert, a cosplay contest, anime screenings, live painting, and local food trucks will be available. Wow!
7:00pm to 11:00pm – Meltdown Comics – 7522 Sunset Blvd., Los Angeles, CA
If you’re on Facebook, you can RSVP to the event, or find more details on the Meltdown Comics website.
And if you happen to be up north in the Bay Area, come say hello at WonderCon!
(Feel free to share the art above with your friends using the nifty Facebook and Twitter buttons on this page.) | https://camilladerrico.com/tag/magical-girls/ | 2020-10-19T21:11:08 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
Yo yo yo! We're ready to go! Is your body ready for us? 5'8", 45 kg, 18 years old.
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See us touch ourselves in a private next? | https://camstasia.com/tags/couples/live-adult-show | 2020-10-19T22:58:12 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
Make it a Cocktail AffairFor a truly crowd-pleasing Thanksgiving, why not skip the heavy meal and focus instead on the after-dinner cocktails. There are plenty of ways to get creative and show off your hostess chops with Thanksgiving and fall-themes drinks. For instructions on how to make a few, check out our article, Yummy Thanksgiving Cocktails.
Hold a Recipe ContestLet’s face it, preparing an entire Thanksgiving meal is a lot to ask of one person, so why not distribute the responsibilities? Instead, propose a light-hearted contest and have everyone prepare and bring one dish each to enter. Don’t forget the prizes!
Give BackGetting involved in some sort of charity effort around the holidays is definitely not a new idea, but it’s certainly a good one, and it can take on many forms. Offer to cook a meal for elderly people in your apartment building, shovel snow for your neighbors, or hand out care packages to homeless individuals in your community. The opportunities to give back are more abundant than you might think.
Go VeganVeganism is not just the nation’s latest fad, it’s an environmentally-conscious and increasingly compelling lifestyle choice. For tips on how to make your Thanksgiving a vegan-friendly one, you might like our article, Tips for Having a Vegan-friendly Thanksgiving.
Go GreenIdeas For A Non-Traditional Thanksgiving – Thanksgiving is a holiday notorious for waste, be in food, plastic, paper, or emission form. Going green this Thanksgiving is a great way to ensure that showing your thanks transcends well past your front door. For tips on how to make your Thanksgiving greener, you might like our article, Tips for Having a Green Thanksgiving. For more great ideas, | https://canadianhometrends.com/creative-ideas-for-a-non-basic-thanksgiving-dinner/ | 2020-10-19T21:14:09 | CC-MAIN-2020-45 | 1603107866404.1 | [
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MITCHELL, Michael Douglas - After a long battle, Michael passed away peacefully with family by his side at Ajax-Pickering Hospital on Thursday July 18, 2019 at the young age of 61.
Predeceased by his late wife Lorraine Mitchell.
Survived by his spouse Cynthia Sipione and his 3 children, Michelle, Darryl and David and stepdaughters Francesca and Tina Sipione.
Proud Papa to his 5 granddaughters Marinna, Deanna, Alice, Riley and Olivia.
Predeceased by his father Anthony Mitchell and brother Stephen Mitchell. He will be sadly missed by his mother Joan Mitchell, and sisters Cheryl Mitchell and Lori Leland.
Visitation will be held at the McEachnie Funeral Home, Ajax, on Monday July 22, 2019 from 4-6p.m. Funeral Service will follow in the chapel at 6pm.
Donations may be made to the Diabetes Association.
{fastsocialshare} | https://canadianobituaries.com/durham/116179-michael-mitchell-july-18-2019.html | 2020-10-19T20:59:55 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
Pay day loans. You understand they’re bad. And in the event that you don’t, we’ve some information for you personally: payday advances are bad. Like, dangerous, disastrous, how-are-these-even-legal bad.
From high-interest prices, to brief terms, and misleading techniques, you will find lots of reasons why pay day loans are most readily useful avoided.
But just what makes these loans that are predatory worst for the worst? Only a little thing called the payday financial obligation period.
Exactly what are Pay Day Loans?
Based on Michelle Hutchison ( MichHutchison), a cash specialist at finder ( findercomau), “A payday loan is just a short-term, alternate as a type of credit that may be accessed quickly, also by people that have bad credit or no or low incomes. Provided the greater danger these loans have actually for the loan provider from individuals whom typically have actually dismal credit, and that the loans are unsecured, they generally have actually greater fees and interest levels than you’ll discover for any other loan kinds like signature loans and credit cards. ”
Plus it is maybe not just the interest and charges you must be cautious about, as Hutchison points down: “They are created to greatly help people out in a pinch—or between paydays—so the repayment terms in many cases are faster, which range from a couple of weeks to an and periodically stretched to half a year. Month”
Why do people make use of pay day loans?
Individuals have a tendency to seek payday advances when their credit ratings are way too low to be eligible for a old-fashioned loan from the bank or credit union. Furthermore, trying to get many different kinds of loans can further damage your credit rating. As John Ganotis, creator of Credit Card Insider ( CardInsider) explains: “A credit check from a lender leads to one thing known as a difficult inquiry. An inquiry that is hard a normal area of the financing procedure and can stick to your credit reports for 2 years. ”
Because payday loan providers usually do not execute a credit check, numerous possible borrowers with bad credit looking for a loan see payday loan providers as their option that is only to a credit make sure that could further harm their credit. A much better choice may be to find a lender out who executes a “soft credit check, ” that may maybe not influence your credit history. But we aren’t referring to just what are the results with the higher choice. We’re speaking about pay day loans.
Just how do borrowers get caught by pay day loans?
OK, so let’s say you’ve removed a quick payday loan ( perchance you didn’t discover just how dangerous they’ve been, or didn’t think you’d additional options). The interest price is astronomically high (350 %) plus the terms are really, actually quick (fourteen days). What exactly takes place in the most most likely occasion you borrowed (plus all that interest) in time that you aren’t able to pay the money?
You’ll have to spend an“rollover that is expensive fee to extend the mortgage. That’s an expense you probably can’t pay for, and that’s before you decide to even begin to calculate most of the additional interest that will build from the expansion. It’s easy to observe how you might have to move within the mortgage once more. And once again. All whilst the debt builds up as well as your credit rating decreases. This is certainly it. The dreaded Payday Loan Debt Pattern.
You retain spending. The interest keeps mounting. And all of the sudden, that “two-week loan” is months that are lasting months.
As economic journalist Jen Smith ( savingwithspunk) told us, “The financial obligation period looks various in almost every family members. Often it is obvious to every person that financial obligation has been mistreated however in many situations, debt is gradually racked up and ignored until it accumulates to the level that folks feel just like property property property foreclosure, bankruptcy, or even worse are their only options. ”
Is it possible to escape the pay day loan financial obligation period?
Based on Jen Smith, “Education is vital to escaping your financial obligation period. It’s imperative we show young ones and teenagers about cash at appropriate comprehension amounts. Numerous will argue that children should discover finance that is personal house or they won’t listen. Those reasons aren’t sufficient for us to keep literacy that is financial of schools. Preferably, a curriculum would be had by every grade with age-appropriate cash subjects. And much more literacy that is financial online, where grownups invest the majority of their time, that’s relevant and relatable to people who have low incomes is required to assist grownups. ”
For escaping your debt that is personal, you ought ton’t hesitate to inquire of for assistance once you learn somebody that you experienced whom could possibly offer it. Watch out for “payday relief” organizations, a lot of that are frauds and certainly will simply make your position a whole lot worse (read more in our white paper The OppLoans Guide to Safe unsecured Loans). One of the better choices could be wanting to phone the loan business straight to see whenever you can accept a lower quantity.
You can also think about using right out an installment that is personal with better terms than your pay day loan. If the brand brand new loan provider reports on time re re payments towards the credit reporting agencies, you can really enhance your credit while escaping the cash advance debt period.
Important thing:
It is not necessarily very easy to get free from debt. But cost management, paying off bank cards, installment loans, and avoiding predatory payday and title loans will allow you to do so.
Settling financial obligation and enhancing your credit makes better choices open to you the the next time you need money. | https://canariasqualitygroup.es/2020/09/30/what-s-the-cash-advance-debt-pattern/ | 2020-10-19T20:59:46 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
I'm Candace and I'm a destination wedding & portrait photographer based out of the Washington, D.C. area. Chances are you won't find me in the DMV for too long. Come and explore my corner of the world with me!
Ohh you guys. Brace yourselves because you are about to see some of the prettiest places I have ever seen with my own eyeballs! If you are late to the party, you can see Part I of our road trip HERE. It was our last two days in Banff before we would have to drive back to Calgary to catch our flight home. We drove past the Columbia Icefield as it was raining on our journey from Jasper to Banff, so we knew we were going to come back the next day to give it the love it fully deserved. It was about a 1.5-2 hour from from Golden back to the Columbia Icefield so it was a bit of a drive but it was worth it. The weather was still a bit iffy. Life from and on the Glacier changes so drastically. Winds coming off the glacier were high and can be EVEN worse than they were when we were at the base of the Athabasca run off. There is a road that allows you to drive right to the bottom of the moraine and hike up to the base of the glacier. You aren’t able to walk onto the glacier from here without a guide as the ice is very unpredictable. You can have ice caves, parts of melted ice that look like its frozen. Its VERY slippery. So its just not safe to do so without one. Hiking up the moraine was A HILL. haha. It was a big ass hill though worth the views. The clouds were coming over the glacier blocking some of our views but it gave it that other worldly, eerie feeling that I love. We spent a little bit of time here being the biggest goofs we could possibly be. I kept seeing the big ole Ice buses going up to and ON the glacier and I was super curious. I mean how often are you presented with an opportunity to go to and walk on a glacier? Never for me, so I was prepared to drop some money for this kind of experience. WORTH IT.
One thing I loved about seeing the Athabasca Glacier so up close and personal, seeing the different shades of blues and whites. Because of the wild fires, there was a lot more black in/on the ice than usual. The smoke would come down and leave residue on the ice. Usually you can drink directly from the stream of melted glacier ice on the glacier but with the amount of smoke on the ice, they didn’t recommend it. A lot of people would take a drink and spit it out. haha! They clearly don’t know how to listen to their tour guides. Also, one awesome part of standing on the tongue of the Athabasca, was seeing two other glaciers. We were standing on one glacier and had two other glaciers around us. All of them stem off of the Columbia Icefield. I believe our guide said that the Athabasca is a major player as it flows into 3 different oceans! The Pacific, Atlantic and the Arctic Oceans! Which is CRAZY to think about! Apart of the ticket to enjoy our 2 hour tour to the Glacier was the Skywalk. I remember when we drove by this and I laughed because I said NO WAY IN HELL. And then apparently Hell froze over because Kyle somehow got me to do it. I freaked out and panicked and stopped and wonder why people do things like this. Then I felt the Skywalk SHAKE AND SWAY and I was freaking out even more. Mind you, Im not even on the actual walk part of this thing yet. The guide there kept telling me its built to do that but I think its for the scare factor. After a few minutes of freaking out saying Im not gonna be able to do it. I walked SUPER fast all the way around. And was like woosh, I did it. Still cant believe I did it. Then I went back out a few times to talk to Kyle and to get proof that I took my ass out on something like this. Looking down is kind of over rated because the glass is so scratched from people walking the views are clear. It was still an awesome experience though so.
On our drive back to Golden after the glacier, we made a few pit stops. I wanted a field of wild flowers and though we never found any on our explorations, we drove past this same patch of beautiful purple flowers that were growing next to a construction site. Thankfully, with the right angle, you dont see the equipment or the main highway that was right behind me. Winning! After that quick that photo shoot for myself ( how self absorbed am I?) we made it to the Takakkaw Falls inside of Yoho National park. This place was stunning! It was a crazy windy drive to the base of the falls but it was a supy quick and easy hike to the falls. Be warmed, you will get wet and I highly recommend going to the bathroom before you get here. Almost didn’t make it!
This is Emerald lake. Im glad we got to see it while we could because we came back to this lake at 9 in the morning the day we were leaving and you couldn’t park. It was overRUN with cars and tour buses.
Now, we saved the best for last. We originally thought we wanted to do Banff first but I knew we would want to save the best for last – and be closer to the airport of course. We saved our last full day in Banff to enjoy the views of Lake Louise and Moraine lake. We got here SO EARLY. At least we thought we were early. We arrived around 9 in the morning and the parking lots at the lakes were full so we ended up having to take a shuttle to the lakes, which costs $15. It was FREEZING this morning. Thankfully once the sun burned off the clouds it warmed up but man I was really regretting not having my jacket with me. We decided to opt for Moraine lake first and we did that wrong. We should have gone to Lake Louise first. A few things about Lake Louise…. I have NEVER seen this many people in one place at the same time. You could hardly move around. So many bodies gathered. It was funny. Kyle and I laughed because there were a few hundered people crowded onto the one part of the lake taking pictures but all you had to do was walk a measly few feet and you were able to actually MOVE a little bit. The beauty of Lake Louise really just did NOT live up to the beauty of Moraine. Don’t get me wrong. Lake Louise is beautiful…. but when you spend your entire morning at Moraine lake, it just doesnt compare.
We got of the shuttle bus and saw the lake and I about died. IT WAS MORE BEAUTIFUL THAN I COULD HAVE EVER IMAGINED. We walked up to the overlook, found us a nice rock to post up on. Took some photos of each other and sat there. We wanted to wait for the clouds to burn off more so the sun could hit that water and really LIGHT IT UP. The water is so blue from the rock flour that comes from beneath the glaciers. Glaciers are constantly moving, melting, refreezing and grind the rock and dirt beneath. This rock flour flows into the lakes below and the rock flour is what gives the lakes in the area that magical blue water. It was UNREAL WHAT MY EYES WERE WITNESSING.
We then spent a ridiculous amount of money and rented a canoe and canoed our way through the lake. I won’t lie. I was freaking out! We had about 8 or 9k worth of equipment between us and these sketchy boats felt like they wanted to tip every move we made. Im sure Kyle got a kick out of watch me try to turn around the boat haha! The things we do. Seeing the 10 peaks fro that angle was other worldly. How can a place like this be real? GATORADDDEEEEE. I said that maybe once or twice looking at those blues! | https://candacenicolephotography.com/adventures-of-candace-nicole-banff-jasper-national-park-road-trip-part-ii/ | 2020-10-19T21:15:29 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
Search results for collection:Young* 0 10 135 Kensuke's kingdom. Morpurgo, Michael. eng Paperback Book London: Egmont, 2005 2005 1405221747 9781405221740 9781405221740 429399 The moo-gic of Merlin Professor McMoo, Pat and Bo aren't just any old cows, they're time-travelling, super-clever 'Cows In Action' who visit past and future, around the world to stop the evil Ter-moo-nators changing history. There's tons of knightly action in this adventure for the CIA when the gang are sent to Arthurian Cole, Stephen, 1971- eng Paperback Book London: Red Fox, 2009 2009 1862305439 9781862305434 9781862305434 523853 Harriet the Hamster Fairy Young readers can follow Harriet the Hamster Fairy in this magical adventure. Meadows, Daisy. eng Paperback Book London: Orchard, 2006 2006 1846161673 9781846161674 9781846161674 443322 Charlie Bone and the Time Twister January 1916. Henry Yewbeam's cousin Zeke tricks him into using the Time Twister, a marble full of shining colours that draws him into the future. January 2002. Charlie meets Henry reappearing at Bloor's in the 21st century, and realises Henry's cousin is none other than old Ezekiel Bloor. Nimmo, Jenny. eng Paperback Book London: Egmont, 2006 2006 2010 1405225440 9781405225441 9781405225441 146817 Billy the Kid Billy the Kid is 80 today, and looks back over his life. His adventures include going off to war, living rough as a tramp, and best of all, being picked to play football for Chelsea. Morpurgo, Michael. eng Paperback Book London: Collins, 2002 2002 2009 0007105479 9780007105472 9780007105472 346110 Captain Underpants and the attack of the talking toilets: another epic novel Not so long ago, George and Harold created the greatest super-hero in the history of their school, and brought him to life by mistake. Meet Captain Underpants. Now the boys have accidently created an army of evil, vicious talking toilets. Pilkey, Dav. eng Paperback Book London: Scholastic, 2000 2000 0439995442 9780439995443 9780439995443 310677 The emerald j Vickery, Gill. eng Paperback Book London: A. & C. Black, 2012 2012 140817412X 9781408174128 9781408174128 599068 The son of Neptune. Riordan, Rick. eng Paperback Book London: Puffin, 2012 2012 0141335734 9780141335735 9780141335735 598964 Stealth force b Chase, Max. eng Paperback Book London: Bloomsbury Children's, 2012 2012 1408827182 9781408827185 9781408827185 599084 Tyra the Dress Designer Fairy Includes QR code Everyone is starting to make their costumes for the fashion show auditions, but without Tyra the Dress Designer Fairy's magic tape measure, nothing fits. Kirsty and Rachel need to find it soon, or nobody's outfit will be good enough to enter. Meadows, Daisy. eng Paperback Book London: Orchard, 2012 2012 1408316765 1408324873 9781408316764 9781408324875 9781408316764 9781408324875 599076 | https://capitadiscovery.co.uk/worcs/items.rss?query=collection%3AYoung%2A&facet%5B0%5D=subject%3A%22Children%27s+stories%22&facet%5B1%5D=booklevel%3A%224.7%22&limit=1000&sort=shelveddate%3Ad&target=catalogue | 2020-10-19T21:20:59 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
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Chemie und Physik der synthetischen Polymeren : ein Lehrbuch
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Chemie Und Physik Der Synthetischen Polymeren – Ein Lehrbuch (German, Paperback)
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J.M.G. Cowie (Author of Polymers)
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The E-mail Address es field is required. Remember me on this computer. | https://cardcarrying.info/cowie-chemie-und-physik-der-synthetischen-polymere-67/ | 2020-10-19T20:53:09 | CC-MAIN-2020-45 | 1603107866404.1 | [
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Assistant Director
Date: 16-Oct-2020
Location: MELBOURNE, VIC, AU, 3000
Company: Goodstart Early Learning
Goodstart Early Learning – Melbourne Flinders Street
Assistant Director
style="height:172px; width:434. Assistant Director working on the floor as a Senior Educator Centre Float.
Some awesome things about our Centre
- Goodstart Melbourne Flinders Street is an 85-place centre
- Our team is fun and welcoming and open to learning new ways of working
- Work with a supportive Centre Director and Centre Leadership team who is passionate about working together to achieve our goals
- Permanent Full Time 38 hour position.
Position Requirements
- Must hold at least a Diploma in children’s services (or ACECQA assessed equivalent)
- Have substantial experience as a senior educator or educational leader role
-: MELBOURNE || VIC || Australia (AU) || VIC North - Region 31 || || Diploma - Children's Services or equiv || Full-Time
Job Segment: Manager, Management | https://careers.goodstart.org.au/job/MELBOURNE-Assistant-Director-VIC-3000/684121800/ | 2020-10-19T21:54:06 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
Fairview Health Services SAVE savedJobs SAVE savedJobs MRI Technologist Fairview Health Services Application Apply on Employer's Site The application opened in a new tab. By using this feature you agree to our Terms and Conditions and Privacy Policy. Details Posted: October 7, 2020 Location: Burnsville, Minnesota Show Map Salary: Open Discipline: Allied Health Overview-F shifts are 8 hours, some weekdays nights coverage Overnight call rotation required Every 7th weekend,weekend shifts are 12 hrs. Scheduled holiday rotation. Responsibilities/Job Description MRI Technologist position provides services to patients and physicians by creating patient specific diagnostic images. Responsible for meeting the established standards of practice and patient care supplies and equipment. Qualifications Required Qualifications: Graduate of an accredited school of Radiologic Technology ARRT BLS Preferred qualifications: ARRT MRI certification or successful completion within 18 months of hire MRI training 1-3 years MRI experience (Siemens scanner highly desired) We can recommend jobs specifically for you! Click here to get started. Internal Number: 2020-611. | https://careers.srcd.org/jobs/13973163/mri-technologist | 2020-10-19T20:59:10 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
There are many careers with a focus on the environment and sustainability! Join us for this program to learn how Penn alumni got started in green fields, and how you can too! A moderated panel led by Dr. Alain Plante, Undergraduate Chair of the Earth and Environmental Science Department at Penn and Dr. Barbara Hewitt of Career Services Panelists Include:
•Jamal Lewis earned his Bachelor of Arts in Environmental Studies at Penn in 2016 and his Master of Public Health from Columbia University in 2018. He currently serves as the Senior Policy & Technical Assistance Specialist at Green & Healthy Homes Initiatives.
•Julia Enyart graduated from Penn in 2010 with a degree in International Relations and earned an MBA from Wharton in 2018. She has worked as a Consultant at both Booz Allen and Technoserve in Africa as well as worked in international development at Chemonics International. She currently serves as a Sustainable and Impact Investing Officer at The Glenmede Trust Company.
•Sabrina Andrews earned a Bachelor of Science in Systems Engineering from Penn in 2014. She is currently pursuing a master’s in international environmental policy and development economics at Tufts where she is a Graduate Research Assistant in the Climate Policy Lab. Before beginning her graduate degree, she spent six years working at ICF, most recently as a Senior Climate Change & Sustainability Analyst.
•Gavriela Reiter earned a Bachelor of Arts in Earth Science in 2017 and a Masters in Nonprofit Leadership in 2018, both from the University of Pennsylvania. She has worked in a variety of environmentally-focused positions including as an NYC Urban Fellow and Emergency Manager at New York City Emergency Management, for the nonprofit SustainUS, and as the Climate Resilience Organizer at the Waterfront Alliance.
Music: “The Strip” by Mala (…) used under a Creative Commons Attribution license (…) | https://careerservices.upenn.edu/videos/getting-started-in-an-environmental-or-climate-related-career/ | 2020-10-19T22:12:28 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
Just between you and me, I’ve generally thought the expression “cerebrum based learning” was senseless. All things considered, we don’t do anything, considerably less learn, without thinking carefully. Our lives are cerebrum based. So I’m not catching their meaning “cerebrum based learning”?
Normally the appropriate response’s confused in light of the fact that it implies various things to various individuals.
The tightest importance alludes to crafted by Howard Gardner, a Harvard therapist, and people tailing him who’ve composed books for educators and guardians.
In his book, “Numerous Insights,” Gardner distinguished seven distinctive learning styles including semantic, consistent scientific, substantial sensation, spatial, melodic, relational, and intrapersonal.
For instance, I generally like to peruse headings as opposed to viewing a video or attempting to follow a chart. I have an etymological learning style. You can discover bunches of learning style tests on the web for children and grown-ups.
But at the same time it’s truly simple to make sense of your learning style without taking a test. What do you generally prefer to do? What do your children like to do? Love perusing? Detest perusing? Like to make things with their hands? Would prefer to sing or play an instrument? Exceed expectations in sports?
Gardner’s work has changed many study halls and instructed us that we as a whole learn in a wide range of ways. That the standard phonetic, consistent scientific, left-cerebrum style of encouraging that has described school (and absolutely school) doesn’t work for all children – possibly not in any event, for most children.
A youngster with ADHD conduct learns in one manner. A youngster who has been perused to since early stages learns in yet an alternate manner. Creative kids, one more way. Youngsters who are predominately left-mind adapt uniquely in contrast to kids who are predominately right-cerebrum.
Some learning styles are remarkable to specific children. Utilizing development, for example, in Cerebrum Gym® is increasingly all inclusive. Moving consistently enables everybody to learn. It’s basic to successful tranquil learning. It’s the manner by which we learned as babies. Also, development encourages us use learning styles past our top choices.
For a few, different insights appeared to be excessively convoluted and confining. Separated guidance jumped up out of that dissatisfaction. It’s another assortment of mind put together showing based with respect to singular contrasts and needs however more extensive and looser than Gardner’s model.
Eric Jensen, a surely understand learning master among K-6 educators, utilizes the expression “mind based learning” from the broadest point of view. Jensen proposes that mind based learning applies neuroscientific standards to learning and instructing. He utilizes these standards to assess everything from fragrance to worry, from ADHD to workmanship. At that point relates them to homeroom use.
His work, albeit exceptionally research based, is commonly more study hall and parent agreeable than Gardner’s. Jensen offers assets from simple to-peruse books to workshops to his yearly Learning Mind Expo.
Main concern, cerebrum based learning utilizes procedures and systems that expansion mind working for a wide range of various students, a wide range of various minds.
Great instructing and great child rearing relies upon understanding as much as possible about our youngsters’ cerebrums, how those minds vary one from another. At that point we create instructing procedures that help our children learn, regardless of what their mind waves. Cerebrum based learning isn’t just about learning styles. It’s not simply the best technique for showing a specific youngster to peruse. Mind based learning takes a gander at nourishment that supports cerebrum work. Getting enough rest to help mind work. Killing the television which can hurt youthful, creating minds. Lessening pressure which isn’t useful for the mind.
The choices we make for our youngsters or assist them with making either bolster mind work or decrease it.
O.K., so once in a while that leaves us in an issue. Take Darin’s birthday celebration. Cake and frozen yogurt and all that sugar don’t bolster cerebrum work. Playing and giggling with other kids, celebrating, and having some good times absolutely bolster mind work. I recommend a wide meaning of cerebrum based learning and birthday celebrations with cake and frozen yogurt. All things considered, a birthday just comes once per year. | https://careersincportal.co.uk/cerebrum-based-learning-whats-going-on-here.html | 2020-10-19T23:25:38 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
April Fools day is always Margaret’s birthday admin April 1, 2017 0 Two x approx. 20 kilo boxes of Birthing Training supplies winging their way to Port Moresby in preparation for our arrival on the 22nd April. Happy Birthday Margaret Lawton xxx. Share this:Click to share on Twitter (Opens in new window)Click to share on Facebook (Opens in new window) Related VHV training 2017 Share it on | https://caringforkiriwina.org.au/april-fools-day-always-margarets-birthday/ | 2020-10-19T21:39:25 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
, [...]
Month: April 2019
Releasing May 21, 2019!
Hard to believe I have another book coming out so soon. But I do. [...]
What are they saying?
Last month, a member of my local chapter of the Romance Writers of America gave a presentation on Reviews. She did a wonderful job. She showed everyone how even best-selling romance authors can have two and one star reviews. That reviewers can even hate our favorite stories. You know, the books you catch yourself re-reading [...] | https://carlaswafford.com/2019/04/ | 2020-10-19T21:41:16 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
Cathy & Michael’s Chesapeake Bay Beach Club intimate wedding shot by Caitlin was so thoughtfully designed by the bride. As the sun made its way down to the horizon, Cathy and Michael stood near the shore of the Chesapeake Bay and, in front of their closest friends and family, became husband and wife! Lt. Colonel Ron Busroe, the national spokesman for the Salvation Army (and Cathy’s boss!) was the officiant and the gorgeous May day brought warmth during the vows and a perfect breeze as the sun was setting on the beach. Cathy and Michael’s intimate day featured a song sung by the blue-clad bride during the nuptials, emotional vows, loving embraces with family, and a beautiful dinner made memorable by the best man’s speech and the couple’s favorite songs. The bride and groom danced with their parents to the tear-jerking song “Then They Do” by Trace Adkins, a song about children growing up and leaving the nest. Cathy and Michael shared a dance too, filled with twirls and lots of kissing! Guests dined on rockfish and crab risotto, salmon, and filet and finished with strawberry shortcake and key lime pie, a favorite of Cathy’s. Intimate, love-filled, and warm… it was a night to remember!
Chesapeake Bay Beach Club Intimate Wedding Professionals:
Wedding Venue: Chesapeake Bay Beach Club & The Inn
]Wedding Photographer: Caitlin w/ Carly Fuller Photography
Table decorations: DIY from Michael’s
Desserts: Cakes by Rachael
Invitations: WeddingPaperDivas.com
Bridal Dress: Bloomingdales
Bridal Shoes: Nordstrom
Grooms Shoes: Reef
Grooms Tux/Suit: Cubavera
Bridal Jewelry: Damselflystudio
Rings: Helzberg Diamonds
Florist: Little Shop of Flowers
First Dance Song: Makin’ Plans – Miranda<< | https://carlyfuller.com/chesapeake-bay-beach-club-intimate-wedding-cathy-michael/ | 2020-10-19T20:44:59 | CC-MAIN-2020-45 | 1603107866404.1 | [
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run into many thousands of dollars.
Where Decoys become high art.
The beautiful decoy ducks featured in this post were made by John vd Westhuizen, my dear old dad. He is a master craftsman and has made everything from guitars to grandfather clocks. He has been a carpenter for 70 years!
These ducks are ornamental. They are not intended for use. The ducks are made from solid blocks of wood, one for the head and another for the body. The woods are indigenous to South Africa and include Natal Mahogany, Jacaranda, African Flame and Flamboyant. The eyes are made from wood as well. They are beautifully finished – smooth to the touch with that wonderful ‘gleam’ from well varnished and polished wood. With age the woods get richer and darker, and regular polishing will enhance the grain of the woods. Each one is a collector’s item, one of a kind.
These ducks are not painted, but the artist engraved feather outlines on the ducks, which gives them their identity.
I am the proud owner of the pair of ducks in the above image. The large one is a pintail, and the smaller one is a drake hooded merganser. Here you can clearly see the markings of the feathers.
Copyright © John van der Westhuizen. Decoy Ducks, Wood Artist. South Africa.
Amazing work.
LikeLiked by 1 person
Thank you! 🦆
You’re welcome!
LikeLiked by 1 person
What a beautiful artist your father is, Caroline. These ducks are outstanding!! xo
LikeLiked by 1 person
Yes, he is, thank you Amy Rose. 🌹🌹🌹
LikeLiked by 1 person
The are stunning, Caroline. Your father is a gifted artist!
LikeLiked by 1 person
Thank you Eliza! 🌹
Your father creates elegant, beautiful decoys. He is truly a gifted craftsman. Thanks for sharing his work on your blog.
LikeLiked by 1 person
Thank you very much. The share is a pleasure. 😃
They’re absolutely beautiful. Your father is a talented craftsman. 😊
LikeLiked by 1 person
Thank you! He is indeed. 🙋♀️
LikeLiked by 1 person
Beautiful work done by your dad.
LikeLiked by 1 person
Yes. Thank you Greg. | https://carolinestreetblog.wordpress.com/2020/08/30/handcrafted-decoy-ducks/?shared=email&msg=fail | 2020-10-19T21:46:31 | CC-MAIN-2020-45 | 1603107866404.1 | [
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VALUE for KV13JXK is a AUDI Q3 S LINE TDI QUATTRO S-A Estate with diesel fuel in white with a 7 Speed S-Auto gearbox, the mileage is 45,000 miles, cost new is £30,900, dealership price is £15,220 , in good condition is it worth £13,780 , in average condition £12,255 , poor condition £10,730 and part exchange value is 10,080 as of the 19 October 2020. | https://carvalue.io/car-value/kv13jxk | 2020-10-19T22:00:23 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
Summary
holding that the defendants must pay back wrongfully obtained corporate earnings that had been distributed to them but that they could "deduct their tax payments" on these earningsSummary of this case from Irish v. Irish
Opinion
November 6, 1996.
March 13, 1997.
Present: Wilkins, C.J., Abrams, Lynch, Greaney, Marshall, JJ.
Practice, Civil, Findings by judge, Standing, Bias of judge, Jury trial, Contempt. Conflict of Laws. Corporation, Stockholder's derivative suit, Voting trust, Corporate opportunity, Close corporation, Director's liability, Officers and agents, Liability of officers, Indemnification of officers and directors. Trust, Voting trust, Beneficiary, Breach of trust, Constructive trust. Fiduciary. Limitations, Statute of. Judge. Bona Fide Purchaser. Uniform Commercial Code, Good faith, Notice. Damages, Interest, Attorney's fees. Contempt. Injunction. Laches.
A prohibition of shareholder derivative actions against two corporations, their officers and directors, as set forth in a voting trust agreement, was unenforceable as against public policy and contrary to general principles of trust law. [514-516] The judge in a shareholder derivation action correctly concluded that the plaintiff had standing to maintain the action as beneficial owner of shares in a family trust and the plaintiff was not bound by the trustee's failure to bring such an action. [516-517] The three-year tort statute of limitations set forth in G. L. c. 260, § 2A, did not bar a shareholder's derivation action, where the doctrine of fraudulent concealment, as set forth in G. L. c. 260, § 12, and the repudiation of trust doctrine were applicable to the breaches of fiduciary duty that the defendants concealed from the knowledge of the plaintiff; the judge did not err in concluding that the statute of limitations was tolled for the period prior to the plaintiff's actual discovery of the cause of action. [517-522] Where two corporations were the injured parties in a shareholder's derivative suit, the judge did not err in concluding that the three-year tort statute of limitations was tolled while the defendants had complete and exclusive control ("adverse domination") of the two corporate boards. [522-524] There was no merit to defendants' assertions on appeal from a judgment in a shareholder's derivative action that the trial judge was not impartial. [524-526] The judge in a shareholder's derivative action correctly denied the defendants' demand for a jury trial, where the action was grounded on a breach of trust and sought primarily equitable relief; this court declined to adopt the Federal practice described in Ross v. Bernhard, 396 U.S. 531, 532-533 (1970). [526-527] Discussion of the nature and scope of the corporate opportunity doctrine. [528-533] The judge in a shareholder's derivative action brought on behalf of two corporations against the officers and directors correctly concluded that the defendants participated in, or benefited from, improper diversions of corporate opportunities and self-dealing transactions, to the detriment of the two corporations [528, 533-543]; further, the judge did not err in ordering as a remedy that the culpable defendants must return the ordering as a remedy that the culpable defendants must return the benefits they had received as a result of their breaches of fiduciary duty or other wrongful acts [543-546]. In a shareholder's derivative action, the judge correctly concluded that certain defendants, shareholders in two corporations, were not bona fide purchasers for value of their stock and partnership interests, where the defendants did not carry their burden of proof on the issue: the judge correctly imposed a constructive trust on those assets on behalf of the two corporations [546-555]. In a shareholder's derivative action, the judge correctly based the remedies for the defendants' wrongs on the principle of preventing unjust enrichment and appropriately sought to achieve restitution by rescission of the improper transactions and disgorgement of the wrongful gains [555-557]; however, to ensure that the defendants were not being required to repay more than their actual gains, the matter was remanded for a determination of the amount of the defendants' original investment and tax deductions for which they should receive credit [557-559]. In a shareholder's derivative action, the judge correctly ordered the defendants to pay interest at the rate of six percent on cash distributions they had wrongfully received from two corporations. [559] In a shareholder's derivative action, where the by-laws of the two corporations at issue provided for the indemnification of officers and directors for expenses incurred in any litigation to which they were made parties by reason of their offices and where a director was not adjudicated to have acted in bad faith with respect to certain transaction, the judge incorrectly ordered that director to repay his legal expenses [560-562]; where no substantive claim of misconduct against that director was alleged and he was not one of the defendants against whom judgment entered, he was not a proper party and should have been dismissed from the case [562-563]. In a civil contempt action, the injunctive order in the underlying shareholder's derivative suit prohibiting the defendants from transferring assets "except in the ordinary course of business" was not so ambiguous a command as to be incapable of being enforced through a contempt order [563-567] and the defendants' attempt to pay out during a ten-week period three years' worth of undistributed corporate earnings amounting to over $68 million was clearly and undoubtedly in disobedience of the injunction, which was clearly designed to preserve assets. [567-570] A contempt action was not barred by laches where the plaintiff commenced the action within a reasonable time after the cause of action accrued and where the defendant demonstrated no prejudice or disadvantage thereby. [570] In a civil contempt proceeding the judge appropriately and properly awarded the plaintiff who prevailed attorney's fees and costs. [570-571]
Civil action commenced in the Superior Court Department on April 30, 1990.
The case was heard by Maria I. Lopez, J.
A complaint for civil contempt, filed on January 20, 1993, was heard by Robert H. Bohn, Jr, J.
The Supreme Judicial Court granted an application for direct appellate review.
Edward J. Barshak for Telemachus A. Demoulas others.
Judith Gail Dein for Glorianne D. Farnham another.
Gary C. Crossen for Frances D. Kettenback.
Robert C. Gerrard ( Anthony R. Pelusi, Jr., Carol R. Cohen Thomas S. Fitzpatrick with him) for Arthur S. Demoulas.
Jerome Gotkin, John Paul Sullivan, Peter A. Biagetti A.W. Phinney, III, for Demoulas Super Markets, Inc., submitted a brief.
Thomas J. Dougherty, George J. Skelly James R. Carroll for D. Harold Sullivan, submitted a brief.
The plaintiff, Arthur S. Demoulas, commenced a shareholder derivative action on behalf of Demoulas Super Markets, Inc. (DSM), and Valley Properties, Inc. (Valley), against the defendants, alleging that the defendants had wrongfully, and in breach of fiduciary duties, usurped corporate opportunities that should have been presented to DSM and Valley. A Superior Court judge sitting without a jury presided over a complex, and at times contentious, trial lasting eighty-four days, at which numerous witnesses testified and over 900 exhibits were introduced. The judge entered a 217-page decision containing findings of fact and rulings of law in which she found the defendants individually and collectively responsible for wrongfully diverting corporate opportunities. The defendants appeal from the amended judgment. DSM has also appealed from a separate judgment of civil contempt entered after a trial by another judge in the Superior Court sitting without a jury. We granted the defendants' application for direct appellate review and heard both appeals together. We agree with most of the judge's conclusions, but remand the case to the Superior Court for recomputation of the remedy to ensure a just recovery, and for the entry of orders dismissing the defendant D. Harold Sullivan from the case and removing the requirement that he reimburse DSM and Valley for funds received for attorney's fees and costs. We also affirm the civil contempt judgment against DSM, including its award of attorney's fees.
I. INTRODUCTION.
The Demoulas supermarket chain had its origin in a neighborhood food store in Lowell that was opened in 1917 by Arthur and Efrasine Demoulas. In 1954, the couple sold their business to two of their six children, George and Telemachus. Over the next decade, the brothers opened four additional stores in northeastern Massachusetts. In 1964, they formed DSM, and merged into it the separate corporations they had previously established for each of their existing stores. DSM was wholly owned by George, Telemachus, and their spouses: George owned 300 shares; his wife, Evanthea, 200 shares; Telemachus, 300 shares; and Telemachus's wife, Irene, 200 shares. At the time of the merger, the two sides of the Demoulas family owned an equal number of shares in DSM. From 1964 through 1970, DSM grew into a chain of fourteen supermarkets by opening nine additional stores, including two in New Hampshire.
The judge's decision lists nine stores but states that eight additional stores were opened.
George and Evanthea had four children: Fotene (born in 1954), Evan (1955), Diana (1956), and the plaintiff (1958). Telemachus and Irene also had four children: Frances (1950), Glorianne (1952), Arthur T. (1955), and Caren (1959).
Except for the plaintiff, we shall refer to these individuals by their first names.
George died suddenly on June 27, 1971. At his death, Telemachus assumed control of DSM under the terms of a voting trust agreement (VTA) that had been entered into by DSM shareholders in 1965. The VTA designated George and Telemachus as voting cotrustees and placed the shareholders' voting powers in their hands. On George's death, Telemachus became the sole voting trustee of DSM. There was no provision in the VTA for the selection of a new cotrustee to succeed George. Telemachus also became the executor of George's estate and a trustee of testamentary trusts established on behalf of George's children by his will.
In 1967, following a five-for-one stock split, the shareholders signed a new voting trust agreement (VTA) to replace the original agreement. The terms of the two VTAs were "substantially similar."
In 1990, the plaintiff brought this shareholder derivative action on behalf of DSM and Valley. The essence of the plaintiff's complaint is that, in the years since George's death, Telemachus and the members of his family have exploited Telemachus's control over DSM and Valley to transfer assets and divert business opportunities away from those corporations, which were jointly owned by George's and Telemachus's sides of the Demoulas family, into other businesses that were solely owned by Telemachus's branch. The defendants in this action include (in addition to DSM and Valley) Telemachus, his wife, his children, DSM's accountant (D. Harold Sullivan), and the companies that received these diverted assets and opportunities (Market Basket, Inc.; Doric Development Corporation, Inc.; and Lee Drug, Inc.).
Another benefitting company, 231 Realty Associates, was a partnership whose partnership consisted of Telemachus's four children. They are sued both individually and as general partners of 231 Realty.
In a separate but related action, George's widow and children charged that Telemachus and his children also used wrongful means to gain a greater share of ownership in DSM itself, at the expense of the members of George's family. In a trial of those claims, a jury found Telemachus (but not his children) liable for fraud, conversion, and breach of fiduciary duties with respect to estate and trust assets. The jury found that Telemachus's considerable transgressions involved the transfer, purchase, and redemption of stock belonging to Evanthea, George's estate, and their children. The result, over time, was to increase the proportion of DSM stock in the hands of Telemachus, his wife, and his children to ninety-two per cent. The same judge presided at both that trial (which we shall refer to as the "stock transfer action") and the shareholder derivative action that is now before us.
Rafaele L. Demoulas, administratrix, others vs. Telemachus A. Demoulas others, Middlesex Superior Court Civil Action 90-2344-B. The jury reached their verdicts on May 26, 1994. A comprehensive judgment entered on this case on February 26, 1997.
The plaintiff's claims in the shareholder derivative action involve the following types of business activity:
A. Supermarkets. Until 1986, New Hampshire law limited the number of licenses for retail beer and wine sales that could be held by one person or corporation, thereby hindering DSM's planned expansion in that State. To overcome these restrictions, two new corporations were formed, Seabrook Sales, Inc. (1973), and PP Foods, Inc. (1978), and supermarkets were opened by those companies. Although DSM supplied financing, and DSM personnel managed these supermarkets, the companies were not owned by DSM. Seabrook Sales was owned by George and Telemachus's sister, Ann Burliss, and PP Foods was owned by one of Telemachus's daughters, Frances. In 1981, Frances exercised an option and acquired Seabrook (which by that time had been renamed Market Basket); the two companies merged and became Market Basket, Inc. In 1986, Frances sold part of her stock to her siblings and her parents. The end result was the creation of a supermarket chain that was entirely owned by members of Telemachus's branch of the family. In the years that followed, more new supermarkets were opened under the Market Basket name, and in 1988, DSM sold seventeen of its own stores to Market Basket. The plaintiff contends that the creation and growth of Market Basket as a separate entity, the placement of its ownership solely in the hands of Telemachus and his family, and the transfer of stores from DSM to Market Basket damaged DSM through the diversion of corporate opportunities and assets, and that the individual defendants violated their fiduciary duties to DSM and benefited from their wrongful acts. The defendants deny that any of these acts was improper or gave rise to liability for benefits received from any alleged violations of their fiduciary duty to DSM.
B. Drug stores. Lee Drug, a chain of drug stores, was established in 1983. According to the defendants, the DSM board of directors had turned down a proposal presented by Telemachus's son, Arthur T., that DSM establish and own the chain and had authorized Arthur T. to pursue the opportunity on his own. The plaintiff contends that, even though the proposal was offered to DSM and rejected by it, this venture nonetheless is an usurped corporate opportunity, because the procedures followed during DSM's consideration failed to meet the requirements of the corporate opportunity doctrine, and material facts were not disclosed to the DSM board. When it was first established, Lee Drug was owned by a corporation, Doric Distributors, Inc., whose sole shareholders were Telemachus's four children. In 1986, the two companies merged, and Arthur T. became the majority shareholder, with Frances, Caren, Glorianne, and Arthur T.'s wife, Maureen (see note 60, infra), owning the balance.
On September 7, 1990, Lee Drug was sold to Walgreen Eastern Company, Inc. The proceeds of that sale have been held in escrow pending the outcome of this action.
C. Real estate. Prior to 1980, sites for shopping centers that were to contain Demoulas Super Market stores were acquired and developed by DSM Realty (a wholly owned subsidiary of DSM); by Delta Delta Realty Trust, established in 1971 and owned by members of both branches of the Demoulas families, with Telemachus as sole trustee; and by Valley Properties, Inc. (Valley), which was incorporated in 1974 with Telemachus's and George's branches owning equal shares. The shareholders entered into a VTA that named Telemachus as sole voting trustee of Valley. Beginning in 1980, additional real estate companies were established that were owned solely by members of Telemachus's family. These entities included Northland Properties, Inc. (incorporated in 1980, merged with Market Basket in December, 1986); Doric Development Corporation, Inc. (incorporated in 1981); and 231 Realty Associates (a partnership established in 1985). The defendants argue that these various companies fulfilled different development functions, and that transactions among them were fair to DSM and Valley. The plaintiff contends the new companies displaced the older ones in developing parcels at a profit, and that fully developed, or partially developed, properties were transferred from the old companies to the new ones at less than fair market value. The result, the plaintiff argues, was to build up the value of the companies wholly owned by members of Telemachus's family, to the detriment of the companies owned jointly by members of the Demoulas family's two branches.
The ownership of Valley will be described in more detail later in this opinion, in the discussion of the enforceability of the VTAs. As will be noted, some of the stock in Valley was owned by persons outside the two immediate families.
The trial of the shareholder derivative action began in December, 1994, and concluded in May, 1995. The judge subsequently entered her decision, which contained 497 findings of fact and 154 rulings of law. Thereafter, an amended judgment entered, which contained orders in favor of the plaintiff against all of the individual defendants, and against Market Basket, Doric Development, and Lee Drug. The amended judgment ordered that:
(1) Market Basket and the individual defendants (including Sullivan) "effect the transfer of all of the assets and liabilities of Market Basket, Doric Development and 231 Realty" to DSM, with the exception of one real estate parcel (identified as "Stratham #26"), which was to be transferred to Valley;
(2) the proceeds from the sale of Lee Drug, being held in escrow, be paid to DSM;
(3) Telemachus, Irene, and their four children pay to DSM "all cash distributions received by them from Market Basket, Doric Development and 231 Realty";
(4) the same individuals and Market Basket "effect the cancellation of all promissory notes issued by Market Basket as distributions to shareholders" and deliver the cancelled notes to DSM;
(5) all the individual defendants, including Sullivan, pay to DSM and Valley any monies they had received from DSM, Valley, Market Basket, Lee Drug, Doric Development, and 231 Realty for legal and other expenses in defending this action; and
(6) DSM and Valley pay the plaintiff's costs and attorney's fees.
The amended judgment also imposed an interest charge of six per cent a year on the amounts of the cash distributions and the disbursements for legal expenses, to run from the date of the distributions and disbursements to the date of restitution. The defendants have raised numerous procedural and substantive issues in their appeal from the amended judgment.
There is also before us the judgment of civil contempt made in a separate proceeding, arising from an alleged violation of a preliminary injunction by DSM that restricted the transfer or distribution of certain assets during the pendency of the shareholder derivative action. In making his finding of contempt, the judge determined that cash distributions and payments against promissory notes issued to DSM shareholders were not made in the ordinary course of business and violated the terms of the injunction. The defendant DSM appeals from this determination, and from the resulting order that directs DSM to place assets in an escrow account equal to the amount of the distributions and payments and to pay the plaintiff's costs and attorney's fees incurred in the contempt action.
As has been mentioned, the contempt proceedings were conducted in the Superior Court before a judge other than the one who presided at both the stock transfer action and the shareholder derivative action.
The defendants also move for relief seeking a dismissal of the plaintiff's case on the basis of an allegation that the plaintiff has conspired fraudulently to affect the adjudication of this action. We deny the motion. As the basis for their motion, the defendants call our attention to ongoing litigation in the United States District Court for the District of Massachusetts, Kettenbach others v. Arthur S. Demoulas, Civil Action No. 92-10482-PBS. The Federal court's ruling to which the defendants call our attention amounts to no more than a preliminary determination that certain evidence should be admitted in a retrial of the action pending before that court. There has not been "adjudication" of conspiracy in that court that would affect the judicial process in the matter before us.
II. STANDARD OF REVIEW.
The shareholder derivative action was tried without a jury. As has been mentioned, the judge's detailed decision contains 497 findings of fact and 154 rulings of law. We do not set aside a judge's findings of fact unless they are "clearly erroneous." Mass. R. Civ. P. 52(a), 365 Mass. 816 (1974). A finding is "clearly erroneous" only when, "although there is evidence to support it, the reviewing court on the entire evidence is left with the definite and firm conviction that a mistake has been committed." Building Inspector of Lancaster v. Sanderson, 372 Mass. 157, 160 (1977), quoting United States v. United States Gypsum Co., 333 U.S. 364, 395 (1948). See Edinburg v. Edinburg, 22 Mass. App. Ct. 199, 203-204 (1986), and cases cited. It is the appellant's burden to show that a finding of fact is clearly erroneous. First Pa. Mtge. Trust v. Dorchester Sav. Bank, 395 Mass. 614, 621-622 (1985). In applying the "clearly erroneous" standard, rule 52(a) requires that "due regard shall be given to the opportunity of the trial court to judge of the credibility of the witnesses." We recognize that the judge, who has a "firsthand view of the presentation of evidence, is in the best position to judge the weight and credibility of the evidence." New England Canteen Serv., Inc. v. Ashley, 372 Mass. 671, 675 (1977). The judge's advantage in weighing the testimony is particularly evident in a case involving conflicting testimony, "one in which widely differing inferences could be drawn from the evidence," and the drawing of inferences cannot be separated from the evaluation of the testimony itself. Goddard v. Dupree, 322 Mass. 247, 248 (1948). As a consequence, we do not "review questions of fact found by the judge, where such findings are supported `on any reasonable view of the evidence, including all rational inferences of which it was susceptible.'" T.L. Edwards, Inc. v. Fields, 371 Mass. 895, 896 (1976), quoting Bowers v. Hathaway, 337 Mass. 88, 89 (1958). So long as the judge's account is plausible in light of the entire record, an appellate court should decline to reverse it. "Where there are two permissible views of the evidence, the factfinder's choice between them cannot be clearly erroneous." Gallagher v. Taylor, 26 Mass. App. Ct. 876, 881 (1989), quoting Anderson v. Bessemer, 470 U.S. 564, 573-574 (1985).
The defendants argue that the judge's fact finding process was tainted by her rejection of the credibility of many defense witnesses and her acceptance of the plaintiff's witnesses' testimony. The defendants suggest that we should be skeptical of the judge's factual findings and "delve into the facts." Springgate v. School Comm. of Mattapoisett, 11 Mass. App. Ct. 304, 311 (1981). However, Springgate is distinguishable from this action, and its "peculiar circumstances," id., do not offer a basis for applying more stringent scrutiny here. Even in Springgate, the Appeals Court ultimately followed the "clearly erroneous" standard in concluding that the trial judge had erred in his findings of fact. Id. at 305-307, 309-310, 316.
We are not bound, however, by the judge's conclusions of law, and we must ensure that the judge's ultimate findings and conclusions are consistent with relevant legal standards. Simon v. Weymouth Agric. Indus. Soc'y, 389 Mass. 146, 148-149 (1983). Furthermore, "[i]nferences from the basic facts . . . are open for our decision. . . ." Id. at 148, quoting Malone v. Walsh, 315 Mass. 484, 490 (1944). If a judge's ultimate findings are inconsistent with the subsidiary findings, we must set them aside. Simon, supra at 148-149. However, when the judge's conclusions are based on reasonable inferences from the evidence and are consistent with the findings, there is usually no error. Chapman v. University of Mass. Medical Ctr., 417 Mass. 104, 110-111 (1994), S.C., 423 Mass. 584 (1996).
This case also potentially raises a choice of law issue. DSM was initially formed as a Delaware corporation in 1964; in 1982, a new Massachusetts corporation was formed and the Delaware corporation was merged into it. Arguably, claims arising from occurrences while DSM was a Delaware corporation should be determined according to Delaware law. We have, in the past, looked to the law of the State of incorporation to determine the liability of corporate directors for their acts. Beacon Wool Corp. v. Johnson, 331 Mass. 274, 279 (1954). More recently, we have favored a functional approach to resolving choice of law issues on the basis of a "significant relationship." See New England Tel. Tel. Co. v. Gourdeau Constr. Co., 419 Mass. 658, 659-660 (1995); Bushkin Assocs. v. Raytheon Co., 393 Mass. 622 (1985). Whether or not the "State of incorporation" principle should continue to be followed generally in the choice of law for shareholder derivative suits (a matter we do not need to address here), the particular circumstances of this action favor applying Massachusetts law in determining all of the plaintiff's claims. Applying two different sets of State laws to the activities of a corporation whose existence was, for all practical purposes, continuous throughout the period, would be a cumbersome and unnecessarily formalistic exercise. None of the parties in this case has any relationship to Delaware beyond the mere fact of DSM's initial incorporation there, and all of the claims involve occurrences either in Massachusetts or New Hampshire, not Delaware. Therefore, we have resolved all of the issues in this action on the basis of Massachusetts law. See Restatement (Second) of Conflict of Laws § 309 comment c (1971) (law of the State of incorporation is followed in determining corporate director liability, except where, on a "particular issue," another State has a more "significant relationship").
The plaintiff makes such an argument. The judge did not apply Delaware law, and the defendants do not address this issue.
The formation of the new DSM corporation, and the merger of the first one into the new one, did not extinguish the plaintiff's right to bring a shareholder derivative suit for claims arising from occurrences during the first corporation's existence. See Kessler v. Sinclair, 37 Mass. App. Ct. 573, 575-579 (1994).
With these considerations in mind, we now proceed to deal with the many issues raised on appeal.
III. PRELIMINARY ISSUES.
The defendants make several procedural arguments for overturning the judge's decision in its entirety. They assert that:
(1) the plaintiff is precluded from bringing a shareholder derivative action by provisions of the DSM and Valley VTAs;
(2) the statute of limitations bars any of the plaintiff's claims that arose prior to April 27, 1987 (three years before his filing of the shareholder derivative action), and none of the exceptions to the statute applies;
(3) the judge was biased against the defendants, and a new trial should be ordered on all claims that are not otherwise barred because of the alleged bias; and
(4) the defendants were denied their constitutional right to a jury trial.
For the reasons next discussed, we are unpersuaded by the defendants' arguments on these issues.
A. Enforceability of anti-suit provisions in the voting trust agreements. During the period covered by the claims in this action, both DSM and Valley were subject to VTAs entered into by their shareholders. The initial DSM VTA was signed on January 21, 1965, by the company's four shareholders: Telemachus, Irene, George, and Evanthea. In 1967, following a stock split, a second VTA replaced the first, without changing its terms. See note 4, supra. Under both agreements, George and Telemachus were named as voting cotrustees. On George's death in 1971, Telemachus became the sole voting trustee, as prescribed by the terms of the VTA. New VTAs were entered into in 1977 and in 1982. In each instance, all the DSM shareholders signed the VTA, giving Telemachus the power, as the sole voting trustee, to exercise all shareholder voting authority. As of 1982, the DSM shareholders included Telemachus, his wife Irene, three of their children (Arthur T., Glorianne, and Caren), George's four children (Arthur S., Evan, Diana, and Fotene), and two DSM employees (James Miamis and Julian Lacourse).
Their other child, Frances was a shareholder in 1977 and had signed the 1977 VTA. In 1978, Frances sold her stock to Arthur T. and as a result was no longer a shareholder in 1982.
The trial judge found that Miamis and Lacourse purchased their stock in 1977 through loans from Telemachus that they were never required to repay. DSM redeemed Miamis's stock in 1986, for a payment of $1.19 million spread over ten years. Lacourse sold his stock to Telemachus in the mid-1980's for approximately $1.5 million. Miamis was a member of the DSM board from 1964 until 1984, and Lacourse was a board member from 1971 until 1984.
Valley was incorporated in April, 1974. Its shareholders included Telemachus, George's estate (of which Telemachus and Evanthea were coexecutors), the children of George and Telemachus as beneficiaries of two separate family trusts, Costas Psoinos (Irene's brother), Antonios Katsikas (related to Irene by marriage), and D. Harold Sullivan. In August, 1974, a voting trust was established for Valley. This agreement was signed by Telemachus, Evanthea, Psoinos, Katsikas, Sullivan, and Stephen J. Sotakos, who was trustee of both the George A. Demoulas and Telemachus A. Demoulas Family Trusts. The VTA named Telemachus as sole voting trustee.
The 1977 and the 1982 VTAs for DSM, and the 1974 Valley VTA, each contained provisions in art. VI that vested title to the common stock in Telemachus as voting trustee and provided that:
"[T]he voting trustee shall . . . possess and be entitled to exercise all stockholders' rights of every kind, including the right to vote and to take part in or consent to any corporate or stockholders' action and to receive dividends on said stock. It is expressly understood and agreed that the holders of Voting Trust Certificates shall not have any right, with respect to the stock held by the voting trustee, to vote, take any part in, commence or consent to any corporate or stockholders' action of or against the Corporation, its officers and Directors."
Under the terms of the VTAs, the shareholders assigned and transferred their certificates of common stock to the voting trustee and in exchange received "voting trust certificates."
The defendants contend that the language of art. VI bars all the original shareholders in DSM or Valley (who now hold voting trust certificates) from bringing a shareholder derivative action against either of those corporations. The defendants further argue that the plaintiff lacks standing to bring such an action against Valley because his only interest in Valley was as a beneficiary of the George A. Demoulas Family Trust, and he is bound by contract to the terms of the VTA by the assent of the trustee Sotakos.
The judge rejected these arguments. The judge ruled that the prohibition of shareholder derivative actions in art. VI is unenforceable because public policy disfavors "exculpatory" provisions in trust agreements that bar a beneficiary from suing a trustee for certain violations of trust. Similarly, the judge decided that actions against corporate directors, who are considered trustees of their corporation, should not be barred for reasons of public policy. The judge also found that the plaintiff had standing to bring a shareholder derivative action on behalf of Valley, and that his rights to do so had not been waived by Sotakos's assent to the VTA. We agree with the judge's rulings and conclude that the plaintiff was not precluded from bringing shareholder derivative actions on behalf of DSM and Valley either by the language of art. VI or by the nature of his interest in Valley.
As we conclude that art. VI is unenforceable on these grounds, we do not address the judge's additional rulings that art. VI is an unenforceable release from liability for intentional harm and that, even if art. VI could be enforced, the DSM VTA was voidable in its entirety by the plaintiff, based upon principles governing contracts between beneficiaries and fiduciaries.
1. Enforceability of art. VI. We have long held that a voting trust agreement is a legitimate device for carrying out such corporate purposes as centralized control of management, continuity of corporate policy, or representation of creditors' interests. See Fogelin v. Nordblom, 402 Mass. 218, 223 (1988); Selig v. Wexler, 355 Mass. 671, 679-680 (1969); Massa v. Stone, 346 Mass. 67, 74-75 (1963); Sagalyn v. Meekins, Packard Wheat Inc., 290 Mass. 434, 440 (1935). However, voting trust agreements are to be construed strictly, and will not be upheld if they are used in a manner adverse to the interests of the corporation or the participating shareholders, or where the trust is no longer operating in a manner that carries out its purpose. See Massa, supra at 74 (trustee appointed to conserve creditor's interests may not act to the detriment of corporation and beneficiaries); Selig, supra (trust terminated where partiality of trustees appointed to act as neutral directors frustrated trust's purpose). See also C.A. Peairs, Business Corporations § 444 (2d ed. 1971 Supp. 1996). Even if the DSM and Valley VTAs serve legitimate corporate purposes, the provisions in art. VI of each agreement that bar any shareholder derivative action, thereby offering a complete shield to corporate officers and directors for any wrongs that they commit against the corporation, are contrary to general principles of trust law and, as a consequence, are unenforceable.
Voting trust agreements were first expressly authorized by statute in 1981, St. 1981, c. 393, § 1; the statutory provision was rewritten in 1986, St. 1986, c. 186, § 10. See G. L. c. 156B, § 41A.
Trust law applies to voting trust agreements and to the management of corporations. See Selig, supra at 679; Seder v. Gibbs, 333 Mass. 445, 452-453 (1956), quoting Spiegel v. Beacon Participations, Inc., 297 Mass. 398, 410-411 (1937) (corporate directors have been called trustees and have a fiduciary relationship with the corporation). An exculpatory provision in a trust, which precludes a beneficiary from suing a trustee for a breach of trust, is clearly disfavored. Marsman v. Nasca, 30 Mass. App. Ct. 789, 799 (1991). Such a provision will not be enforced to relieve a trustee of liability for a breach of trust that is committed in bad faith, intentionally, or with reckless indifference to the interests of the beneficiary, or to relieve a trustee of liability for any profit that the trustee has derived from a breach of trust. See Dill v. Boston Safe Deposit Trust Co., 343 Mass. 97, 100 (1961); Restatement (Second) of Trusts § 222(2) comment b (1959).
The plaintiff brought claims against DSM and Valley officers and directors for breaches of trust, including intentional self-dealing and diversion of corporate opportunities. We agree with the judge's conclusion that the exculpatory clause of art. VI should not be enforced, because to do so would exculpate the defendants from liability for serious violations of fiduciary duty, such as those found by the judge. The defendants argue that, even if the clause were allowed to be enforced, an effective remedy would still be available for misconduct, because a shareholder could sue the voting trustee directly for any breach of fiduciary duty. That remedy, however, addresses only wrongs done to the shareholder personally; any injuries to the corporation itself could not be redressed if art. VI is permitted to bar shareholder derivative suits. No valid purpose of a VTA is served by insulating corporate officers and directors from any liability for intentional or wrongful violations of their fiduciary duties.
The defendants seek to draw an analogy to New York decisions upholding the validity of voting trust provisions that require arbitration of shareholder derivative suits. See, e.g., Siegel v. Ribak, 43 Misc.2d 7 (N.Y.Sup.Ct. 1964). Those cases are inapposite, as they address procedural requirements for resolving shareholder derivative suits, not provisions that would block such suits entirely. We also conclude that King v. Driscoll, 418 Mass. 576, 581-585 (1994), S. C., ante 1 (1996), which held that no public policy was violated by the termination of an employee for involvement in a shareholder derivative suit, is irrelevant to this case.
2. The plaintiff's standing to bring suit on behalf of Valley. The defendants contend that, even if art. VI is unenforceable, the plaintiff lacks standing to bring a shareholder derivative action on behalf of Valley because his interest in Valley is only as a beneficiary of the George A. Demoulas Family Trust, and the legal title to shares held by that trust rested with Sotakos as trustee. The defendants argue that by failing to bring suit himself, Sotakos effectively waived the plaintiff's right to bring a shareholder derivative action.
The judge concluded that the plaintiff, as the beneficial owner of shares in the family trust, had the right to bring a shareholder derivative action on behalf of Valley. We agree. We have stated that "a beneficiary of a trust of shares in a family corporation may in appropriate proceedings force an examination of the corporate affairs, and also the equivalent of a stockholders' suit." Perry v. Perry, 339 Mass. 470, 480 (1959). See Symmons v. O'Keeffe, 419 Mass. 288, 298-299 (1995) (plaintiff-beneficiaries required to sue defendant directly for acts as trustee and derivatively for acts as corporate officer and director); O'Brien v. Dwight, 363 Mass. 256, 261-267, 281-292 (1973) (suit by beneficiaries of testamentary trust that owned shares in defrauded corporation). Indeed, as was the situation in Perry, the trustee may very well be the director whose operation of the corporation is being challenged. Perry, supra at 472-474. Consequently, the beneficiary is not required to depend on the trustee to bring such an action. The plaintiff could bring a shareholder derivative action on behalf of Valley, and the exercise of this right was not foreclosed by Sotakos's inaction.
The defendants argue that Sotakos relinquished his right to bring a shareholder derivative suit on behalf of Valley by signing the VTA, and that Sotakos's action created a contract that is binding on the plaintiff. As we have already concluded that art. VI of the Valley VTA was properly not enforced, we need not consider the extent to which a beneficiary's rights as a shareholder may be limited by contracts entered into by a trustee.
B. Statute of limitations. Unless otherwise provided, tort actions must be commenced within three years after the cause of action accrues. G. L. c. 260, § 2A. A shareholder derivative action for breach of fiduciary duty through diversion of corporate opportunities and self-dealing sounds in tort. See Woodcock v. American Inv. Co., 376 Mass. 169, 173-175 (1978) (action claiming conversion of corporate funds is tort claim); O'Hara v. Robbins, 13 Mass. App. Ct. 279, 283-285 (1982) (claim for appropriation of corporate opportunity considered as tort action). The plaintiff commenced this action on April 30, 1990. The defendants assert that the statute of limitations bars the plaintiff's claims for any causes of action that accrued more than three years before the commencement of the action.
Some of the plaintiff's claims would survive even if the defendants' position on this issue were to prevail. For example, the actions that the plaintiff argues were diversions of corporate opportunities and unfair transfers of assets include the transfer of seventeen stores from DSM to Market Basket in 1988, and the opening of additional Market Basket stores thereafter.
The judge ruled that the statute of limitations did not bar any of the plaintiff's claims. In reaching this conclusion, the judge applied the doctrine of "fraudulent concealment," an exception to the statute of limitations provided for in G. L. c. 260, § 12. The judge further concluded that, when the breach of a fiduciary's duty to disclose constitutes the fraudulent conduct necessary to implicate § 12, the "repudiation of trust" doctrine applies. Based on these doctrines, the judge stated in her decision that: "[T]he cause of action in this shareholder derivative suit `accrues' against the individual shareholder when the fiduciary repudiates his or her obligations as a fiduciary and the shareholder has knowledge of such repudiation. . . . [T]he statute of limitations begins to run against the corporation when either disinterested and independent directors or disinterested shareholders knew of the wrongful activity." The judge found that (1) the defendants never repudiated their fiduciary obligations; (2) there were no disinterested directors on either the DSM or Valley boards; and (3) the defendants never disclosed to the only disinterested shareholders, namely the plaintiff and others on his side of the family, the facts that would have given notice to those shareholders of a cause of action. Consequently, the statute of limitations did not begin to run until sometime within the three-year period prior to the commencement of the action (when the plaintiff and his family, according to the judge, began to learn of the various violations of fiduciary duty by the defendants), and the claims were consequently brought in a timely manner. We are in general agreement with this analysis. Additionally, the nature of a shareholder derivative action offers further support for tolling the limitations period in this action.
General Laws c. 260, § 12, reads as follows:
."
The judge did not state precisely when the statute of limitations began to run. The plaintiff testified that he did not learn of the seventeen-store transfer or of the separate corporate existence of Market Basket before the filing of the lawsuit, and that these transactions were disclosed in the process of discovery.
The repudiation of trust doctrine concerns the breach of fiduciary duties by a trustee, and the doctrine applies to the conduct of corporate officers and directors who stand in a fiduciary relationship toward the corporation. See Houle v. Low, 407 Mass. 810, 812-813 (1990); Durfee v. Durfee Canning, Inc., 323 Mass. 187, 196 (1948); O'Hara v. Robbins, 13 Mass. App. Ct. 279, 284-285 (1982). Our decisions applying the doctrine have consistently indicated that a cause of action does not accrue until the trustee repudiates the trust and the beneficiary has actual knowledge of that repudiation. See Houle v. Low, supra at 812 (plaintiff's cause of action for misappropriation of corporate opportunities accrued on day "he was informed of the vote not to invite him to participate" [emphasis supplied]); Akin v. Warner, 318 Mass. 669, 676 (1945) (cause of action does not accrue until repudiation "has come home to beneficiary" [emphasis supplied]); Stuck v. Schumm, 290 Mass. 159, 164 (1935) (oral repudiation of trust for intestate must be "open, definite, and made to or brought to the attention" of administrator [emphasis supplied]); Greenfield Sav. Bank v. Abercrombie, 211 Mass. 252, 259 (1912) (statute does not run until beneficiaries "have learned of the trustee's wrongdoing or of his practical repudiation of the trust" [emphasis supplied]).
When a defendant fraudulently conceals a cause of action from the knowledge of a plaintiff, the statute of limitations is tolled under G. L. c. 260, § 12, for the period prior to the plaintiff's discovery of the cause of action. Where a fiduciary relationship exists, the failure adequately to disclose the facts that would give rise to knowledge of a cause of action constitutes fraudulent conduct and is equivalent to fraudulent concealment for purposes of applying § 12. See Puritan Medical Ctr., Inc. v. Cashman, 413 Mass. 167, 175-176 (1992), and cases cited (fraudulent concealment under § 12 includes both affirmative acts done with intent to deceive, and breach of a fiduciary duty of full disclosure); Stetson v. French, 321 Mass. 195, 199 (1947) ("mere failure to reveal may be fraudulent where there is a duty to reveal"); Burns v. Massachusetts Inst. of Technology, 394 F.2d 416, 419 (1st Cir. 1968) (even in the absence of express trust, where fiduciary relationship arises from one party's repose of trust and confidence in another, breach of resulting duty of disclosure is substitute for active fraud normally required to constitute fraudulent concealment under § 12). An actual knowledge standard applies to a plaintiff who argues that a breach of fiduciary duty of disclosure constitutes fraudulent concealment under G. L. c. 260, § 12. Such a plaintiff need only show that the facts on which the cause of action is based were not disclosed to him by the fiduciary. Puritan Medical Ctr., Inc., supra at 176-177. The plaintiff is not required to have made an independent investigation. Stetson v. French, supra at 199. See Sanguinetti v. Nantucket Constr. Co., 5 Mass. App. Ct. 227, 237-238 (1977) (claim not barred where attorney fraudulently concealed through failure fully to disclose, and client lacked actual knowledge of facts).
The fraudulent concealment doctrine may apply in circumstances where the repudiation of trust doctrine does not, as where the court cannot identify a trustee-beneficiary relationship based on the existence of a trust. Conversely, under the repudiation of trust doctrine, even if the facts on which the cause of action are based are not concealed from, or undisclosed to, the plaintiff, the statute of limitations period does not run until the repudiation of fiduciary duty gives the plaintiff a "reason to complain." O'Hara v. Robbins, 13 Mass. App. Ct. 279, 284-285 (1982).
Even in instances of active concealment not involving a duty to disclose, we have only attributed knowledge to a plaintiff who had actual knowledge of the facts, or had the means to acquire such facts, in circumstances where the probability of wrongdoing was so evident that possession of the means was equivalent to actual knowledge. See Lynch v. Signal Fin. Co. of Quincy, 367 Mass. 503, 507-508 (1975) (statute not tolled where plaintiff, who knew loan terms and extent of lender's disclosures, could have discovered nondisclosures by merely making mathematical calculations from known data); Brackett v. Perry, 201 Mass. 502, 505 (1909) (cause of action accrued when demand for payment from third party gave plaintiff full means to detect fraud by defendant). See also Tracerlab, Inc. v. Industrial Nucleonics Corp., 313 F.2d 97, 98-102 (1st Cir. 1963) (in action against former employees' corporation for trade secret violation under Massachusetts law, plaintiff had only suspicion, opinion, and conjecture, not actual knowledge, and lacked means to obtain facts, until patent issued).
Because an actual knowledge standard applies in the circumstances of this case, we reject (as did the judge) the argument that the plaintiff should be held to a reasonable diligence standard so as to invoke the so-called discovery rule, applicable in most cases, that a cause of action accrues for purposes of the statute of limitations on the happening of an event likely to put the plaintiff on notice of facts giving rise to the cause of action. See, e.g., Riley v. Presnell, 409 Mass. 239, 243 (1991) (medical malpractice claims against psychotherapist); Anthony's Pier Four, Inc. v. Crandall Dry Dock Eng'rs, Inc., 396 Mass. 818, 824-826 (1986) (express warranty of design); Cannon v. Sears, Roebuck Co., 374 Mass. 739, 742-743 (1978) (product liability); Friedman v. Jablonski, 371 Mass. 482, 485-486 (1976) (misrepresentation on sale of real estate); Hendrickson v. Sears, 365 Mass. 83, 89 (1974) (legal malpractice for negligent certification of title to real estate). The objective standard of reasonableness developed in these cases does not displace the actual knowledge standard that has been applied to violations of fiduciary duty that constitute fraudulent concealment under G. L. c. 260, § 12, or to conduct involving a repudiation of trust.
We also reject the defendants' argument, that, for purposes of applying G. L. c. 260, § 12, the reasonable diligence standard should be followed to determine when the moment of "discovery" of a fraudulent concealment occurs. The defendants contend that such an approach would be consistent with the use of the same standard in our cases applying the discovery rule, as well as its use in Federal cases involving the fraudulent concealment doctrine. See, e.g., J. Geils Band Employee Benefit Plan v. Smith Barney Shearson, Inc., 76 F.3d 1245, 1253, 1259 (1st Cir.), cert. denied, 117 S.Ct. 81 (1996) (statute of limitations provision of Employee Retirement Income Security Act of 1974 incorporates Federal common law fraudulent concealment doctrine, which tolls limitations period until plaintiffs, in exercise of reasonable diligence, discover, or should have discovered, alleged fraud or concealment). However, we consider the discovery rule and the fraudulent concealment doctrine as distinct theories that address separate issues and impose different requirements for extending the period within which an action may be brought. Consequently, the Federal application of the fraudulent concealment doctrine is not necessarily equivalent to our law and may produce dissimilar outcomes.
Even where a claim of fraudulent concealment does not involve a breach of fiduciary duty, actual knowledge only is imputed to the plaintiff in instances where he is provided with the means to ascertain the facts. Compare Bowen v. Eli Lilly Co., 408 Mass. 204, 207-208 (1990) (only notice of "likely cause," not "probable cause," needed to start running of limitations period), and Malapanis v. Shirazi, 21 Mass. App. Ct. 378, 382-383 (1986) (in applying discovery rule to medical malpractice, limitations period begins to run when a reasonably prudent person in claimant's position, "reacting to any suspicious circumstances of which he might have been aware," i.e., " likely cause," should have discovered that he had been harmed by his physician's treatment [emphasis added]), with Tracerlab, Inc. v. Industrial Nucleonics Corp., supra at 102 (for accrual of cause of action in claim of fraudulent concealment, Massachusetts law "does not equate suspicion with knowledge," and instead requires actual knowledge [or, as an equivalent, full means of detecting the fraud]; "knowledge" of a fact means "no substantial doubts as to its existence").
The plaintiff submitted evidence that, for those causes of action that involved wrongdoing occurring more than three years prior to the commencement of the action, the statute of limitations was tolled by the failure of various key defendants, as corporate fiduciaries, fully to disclose material facts, known to them, on which those claims were based. Based on the evidence, and reasonable inferences that could be drawn therefrom, and on the assessment of the credibility of the witnesses, the judge found that, as a result of nondisclosures, the plaintiff was unaware of such critical facts as (1) the separate corporate existence of Seabrook Sales and PP Foods; (2) the franchise relationships between those companies and DSM; (3) the separate existence of Lee Drug and the real estate companies Northland, Doric, and 231 Realty; (4) the separate existence of Market Basket; (5) the fact that DSM did not own any of these companies; (6) the existence and exercise of Arthur T.'s option to acquire shares in Market Basket; and (7) the transfer of seventeen stores from DSM to Market Basket. The judge also found instances of affirmative misrepresentations by Telemachus, who told the plaintiff that PP Foods was a "subsidiary" of DSM and that "Market Basket" was merely a trade name. The judge also found that, although the plaintiff and his family had signed documents alluding to Market Basket's separate corporate existence (such as an industrial revenue bond issued in connection with the construction of a store in Chelsea), they had not read those documents because of the express trust they placed in Telemachus and DSM's attorneys (at whose offices the documents were usually signed), and that the documents were never adequately explained and copies were not furnished. These findings of fact are supported by the evidence and, consequently, are not clearly erroneous. Based on the fiduciary relationship that existed between key defendants as corporate directors and the plaintiff as a shareholder (a matter we shall subsequently discuss), the statute of limitations was tolled for the plaintiff's claims arising from undisclosed, concealed, and misrepresented facts. We are satisfied that the judge did not err in concluding that the plaintiff lacked actual knowledge of the diversions of corporate opportunities and instances of self-dealing that are the basis of the claims.
A further basis exists for tolling the limitations period here. In a shareholder derivative action, the injured party is not only the plaintiff, but also the corporation itself, which is unable to act on its own behalf because it is under the control of the alleged wrongdoers. The focus in such an action should therefore be less on the degree of knowledge of potential plaintiffs, and more on the impracticality of expecting corporate wrongdoers to bring suits against themselves. Resolution Trust Corp. v. Kerr, 804 F. Supp. 1091, 1098 (W.D. Ark. 1992). The primary responsibility to protect the interests of a corporation rests with its officers and directors, and the limitations period should not run until disinterested and independent directors are in a position to act in the corporation's behalf against corporate wrongdoers. Therefore, when a corporation is the injured party in a shareholder derivative suit, the repudiation of trust and fraudulent concealment doctrines prevent the statute of limitations from running until knowledge is gained by those who have the power and responsibility to act on the corporation's behalf and who are not themselves involved in the wrongdoing that is the basis for the cause of action. See Samia v. Central Oil Co. of Worcester, 339 Mass. 101, 112-113 (1959) (statute of limitations bars neither shareholder derivative action nor corporation counterclaim against directors of close corporation whose interests were adverse to assertion of claims). The judge found, with support in the evidence, that all members of the boards of directors of DSM and Valley during the periods in question either were members of Telemachus's family or were otherwise "interested" directors, in that they had a business or financial relationship with Telemachus, were subject to his controlling influence, or stood to benefit personally from the transactions at issue. See 1 ALI Principles of Corporate Governance: Analysis and Recommendations § 1.23 (1994) (hereinafter Principles of Corporate Governance). The directors all either benefitted from, or acquiesced in, the activities that are the basis of the plaintiff's claims on behalf of the corporations, and the limitations period therefore had not run on these claims before the commencement of the action.
There was evidence that the plaintiff's brother Evan was a member of the DSM board from 1979 to 1984, and his mother, Evanthea, was a DSM director from 1971 until 1978. However, based on testimony at the trial, the trial judge found that Evan and Evanthea never attended any DSM board meetings and never knew that they were on the board of directors. Therefore, we agree with the trial judge's conclusion that there were no independent or disinterested directors on the board.
We have elsewhere recognized the principle that the limitations period does not run where notice of a cause of action comes to a person who, though empowered to act on the plaintiff's behalf, has interests adverse to the plaintiff's. See Bremer v. Williams, 210 Mass. 256, 258 (1911) (statute of limitations does not bar suit against former trustee who embezzled funds).
This conclusion is supported by cases from other jurisdictions that have applied the "adverse domination" doctrine. Under this doctrine, the statute of limitations is tolled while a corporate plaintiff continues under the domination of the wrongdoers. 3A W. Fletcher, Law of Private Corporations § 1306.20 (perm. ed. 1994 Supp. 1996). Several versions of the doctrine exist. The most common one is the "disinterested majority" test, under which the statute does not run until a majority of board members are disinterested and the board is therefore able to act on behalf of the corporation against the wrongdoers. See FDIC v. Howse, 736 F. Supp. 1437, 1441 (S.D. Tex. 1990) (under Texas law, corporation's cause of action against culpable directors does not accrue until a majority of disinterested directors have discovered or are put on notice of cause of action); Hecht v. Resolution Trust Corp., 333 Md. 324, 352-353 (1994) (to rebut presumption that accrual did not take place while culpable directors were majority of board, defendants must show someone else had knowledge, ability, and motivation to act for corporation during their period of control). Other courts have proposed a stricter "complete domination" test, under which a plaintiff seeking to toll the statute of limitations must show that the culpable directors had full, complete, and exclusive control for the period at issue, so that there was no director or shareholder with knowledge who could have induced the corporation to bring an action. See Mosesian v. Peat, Marwick, Mitchell Co., 727 F.2d 873, 879 (9th Cir.), cert. denied, 469 U.S. 932 (1967); International Rys. of Cent. Am. v. United Fruit Co., 373 F.2d 408, 412-417 (2d Cir.), cert. denied, 387 U.S. 921 (1967). See also Hecht v. Resolution Trust Corp., supra at 338-353, and cases cited (discussing all versions of adverse domination doctrine). Application of either version of the adverse domination doctrine would support tolling the statute of limitations in this action, because Telemachus and his family had complete and exclusive control of the DSM and Valley boards.
Many of the recent cases applying adverse domination doctrine involved Federal Deposit Insurance Corporation and Resolution Trust Corporation takeovers of failed banks and savings and loan associations, where no recovery would have been possible against culpable bank officials unless the statute of limitations were tolled for the time that those officials had been in charge. See cases cited in 3A W. Fletcher, Law of Private Corporations § 1306.20 (perm. ed. 1994 Supp. 1996).
C. Alleged bias of the judge. We reject the various arguments that a new trial is required because the judge was not impartial.
The fact that the judge presided over the jury trial of the stock transfer action involving the plaintiff and some of the defendants is not a ground for automatic disqualification. The trial in that case involved issues different from this trial. Whatever impressions the judge may have gathered about the defendants in the stock transfer trial were "acquired . . . in [her] judicial role and not from an extrajudicial source." Haddad v. Gonzalez, 410 Mass. 855, 863 (1991), quoting Commonwealth v. Dane Entertainment Servs., 18 Mass. App. Ct. 446, 450 (1984). "[N]ot." Liteky v. United States, 510 U.S. 540, 551 (1994). The judge appears to have concluded that she would be able to act fairly and impartially in deciding the issues in the shareholder derivative action, and that, objectively considered, the case was not a proceeding in which her impartiality might reasonably be questioned based on assertions of bias or prejudice concerning any party. See Haddad, supra at 862.
None of the specific rulings cited by the defendants discloses a lack of impartiality on the judge's part. As will be discussed subsequently, she acted properly in striking the defendants' demand for a jury trial. She also acted well within her discretion in denying the defendants' motion to appoint a special litigation committee to evaluate the action (see generally Houle v. Low, 407 Mass. 810), in view of the defendants' untimely request for a committee made on the eve of trial and the failure of DSM and Valley to act on votes to establish such a committee, taken by their respective boards of directors some four and one-half years earlier. Further, it was not an indication of bias on the judge's part to vacate (at the request of the plaintiff) the order granting a directed verdict entered at the trial of the stock transfer action in favor of Telemachus's children. The judge acted on the issue only after she had concluded the proceedings in this case and had determined that the culpability of Telemachus's children for wrongs to DSM made it necessary to charge them as constructive trustees in the stock transfer action.
The judge's use of a literary reference from Tennyson's "Ulysses" to begin her findings of fact and rulings of law and the few sharp remarks alluded to by the defendants make no case for bias. The literary reference was the judge's stylistic way of stating the theme of her decision, based on the facts she had found. The trial was long, arduous, and, at times, very bitter. "There might have been, from time to time, a momentary lapse — but, especially in a case as acrimonious as this one proved to be, `appellate courts must grant the presider some margin of humanity.'" Fashion House, Inc. v. K Mart Corp., 892 F.2d 1076, 1096 (1st Cir. 1989), quoting United States v. Polito, 856 F.2d 414, 418 (1st Cir. 1988).
The judge quoted eleven lines from the poem "Ulysses" by Alfred Lord Tennyson, in which Ulysses speaks lovingly of his son, Telemachus, expressing Ulysses's belief that Telemachus would rule wisely and decently after his death.
The record does not support the defendants' conclusory argument that the judge precluded them from developing their affirmative defense of unclean hands based on the allegation that the plaintiff had electronically eavesdropped on private conversations of persons in the offices of DSM.
The defendants assert that the judge's bias was evident in her handling of issues of credibility and weight of the evidence and the nature of her fact finding. As has been discussed above, in applying the appropriate standard of review, we must give due regard to the judge's opportunity to judge the credibility of the witnesses, and we recognize that the judge's firsthand view of the evidence puts her in the best position to weigh its credibility. The judge made numerous findings of fact to support her conclusions as to the credibility of the witnesses. The defendants' assertion that the fact-finding process was tainted by judicial bias is wholly unpersuasive.
D. Jury trial. The judge properly denied the defendants' demand for a jury trial. There is no constitutional right to a jury trial when the cause of action arises in equity. Commonwealth v. Guilfoyle, 402 Mass. 130, 135 (1988), and cases cited. See Parker v. Simpson, 180 Mass. 334, 353-355 (1902) (the right of jury trial established by art. 15 of the Declaration of Rights to the Massachusetts Constitution does not encompass an equitable action). A shareholder derivative action that, like this case, is grounded on a breach of trust has traditionally been considered an equitable proceeding. See Willett v. Herrick, 242 Mass. 471, 482 (1922); Hayden v. Perfection Cooler Co., 227 Mass. 589, 590-591 (1917); Bartlett v. New York, N.H. H.R.R., 221 Mass. 530, 532 (1915); Converse v. United Shoe Mach. Co., 185 Mass. 422, 423 (1904). See also Martin v. F. S. Payne Co., 409 Mass. 753, 760 (1991) ("Equitable considerations are relevant in derivative stockholder actions. Such considerations are most appropriate in dealing with relationships among stockholders in close corporations"). Consistent with the trust theory, the plaintiff has primarily sought equitable relief in the form of an injunction, rescission and restitution, and an accounting. The judge also correctly determined that the claims against Frances, Glorianne, and Caren were essentially equitable in nature, and that they also were not entitled to a jury trial. We decline to adopt the approach for trials of this type in the Federal courts, stated in Ross v. Bernhard, 396 U.S. 531, 532-533 (1970), that "the right to jury trial attaches to those issues in derivative actions as to which the corporation, if it had been suing in its own right, would have been entitled to a jury." We have always considered a shareholder derivative action a unified concept, based in equity, that does not raise jury issues. The defendants' request that jury issues be framed (a request contained in a footnote in their memorandum opposing the plaintiff's motion to strike the jury trial demand) did not constitute an appropriate motion under Mass. R. Civ. P. 39(c), 365 Mass. 801 (1974). We do not fault the judge for not expressly ruling on the request, and we accept as correct her ruling that "[t]he case will proceed jury waived."
The defendants cite several Massachusetts cases in support of their argument that a claim for breach of fiduciary duty may be either a legal or equitable action. However, in all these cases, the legal action was brought (or, the court indicates, could have been brought) directly by the corporation, not derivatively by a shareholder, and the corporation's claim involved money damages. See Regional Land Corp. v. McLaughlin, 334 Mass. 276, 277, 281 (1956) (corporation may bring action at law against directors, seeking damages for breach of contract and breach of fiduciary duty); Baker v. Allen, 292 Mass. 169, 173 (1935) (action against directors for waste, seeking damages and restitution, might be brought by a corporation at law or in equity, but when brought by shareholders, in equity); Cosmopolitan Trust Co. v. Mitchell, 242 Mass. 95, 118-121 (1922) (bank commissioner may sue trust company directors in equity for losses due to negligence and misconduct; remedy at law is not exclusive); Hill v. Murphy, 212 Mass. 1, 3 (1912) (liability of directors, for loss to corporation from libel award, could be established through an action at law by the corporation or in equity by the shareholders); Von Arnim v. American Tube Works, 188 Mass. 515, 520-521 (1905) (shareholder may bring equitable action against directors for payments of excessive salaries, in circumstance where corporation could have brought action at law for restitution). None of these cases contradicts our settled rule that jurisdiction over violations of fiduciary duty is equitable in character. See Boston v. Dolan, 298 Mass. 346, 354-355 (1937) (city treasurer may be sued in equity for breach of fiduciary duty, regardless of possible remedy at law, and cannot claim trial by jury as matter of right).
IV. DIVERSION OF CORPORATE OPPORTUNITIES AND ASSETS.
The judge found that DSM and Valley had been injured when "corporate opportunities," namely, potential business ventures that should rightfully have been offered to those corporations, were instead pursued either by the individual defendants or by other companies in which those defendants held ownership interests. The judge found as well that "self-dealing" transactions had occurred in which defendants who had fiduciary duties to DSM and Valley transferred assets from those corporations to other defendant-owned companies, for less than fair value. The requirements that determine the propriety of pursuing corporate opportunities and engaging in self-dealing transactions are similar, and will be referred to here as the "corporate opportunity doctrine." In applying the doctrine to the facts of this case, we agree with the judge's conclusions that the defendants participated in, or benefited from, improper diversions of corporate opportunities and self-dealing transactions, to the detriment of DSM and Valley.
It can be argued that self-dealing transactions and diverted corporate opportunities are distinguishable, and that approval of the former by a board of directors should be subject to stricter scrutiny. Compare Principles of Corporate Governance, supra at § 5.02 (self-dealing transaction may be authorized by disinterested directors who "could reasonably have concluded that the transaction was fair to the corporation"), with § 5.05 (taking of corporate opportunity acceptable if disinterested directors reject the opportunity "in a manner that satisfies the standards of the business judgment rule"). The distinction is not important in this case, where none of the boards consisted of disinterested directors and the primary issues, for both types of ventures, are disclosure and fairness.
The directors of a corporation stand in a fiduciary relationship to the corporation. Durfee v. Durfee Canning, Inc., 323 Mass. 187, 196 (1948). They owe to the corporation both a duty of care and, more significantly for this case, a paramount duty of loyalty. "They are bound to act with absolute fidelity and must place their duties to the corporation above every other financial or business obligation. . . . They cannot be permitted to serve two masters whose interests are antagonistic." Spiegel v. Beacon Participations, Inc., 297 Mass. 398, 410-411 (1937). In the case of a close corporation, which resembles a partnership, duties of loyalty extend to shareholders, who owe one another substantially the same duty of utmost good faith and loyalty in the operation of the enterprise that partners owe to one another, a duty that is even stricter than that required of directors and shareholders in corporations generally. Donahue v. Rodd Electrotype Co. of New England, Inc., 367 Mass. 578, 592-594 (1975). In the often repeated words of then Chief Judge Cardozo of the New York Court of Appeals, "[n]ot honesty alone, but the punctilio of an honor the most sensitive, is then the standard of behavior" that describes this more rigorous duty. Id. at 594, quoting Meinhard v. Salmon, 249 N.Y. 458, 463-464 (1928).
We have defined a close corporation as corporate opportunity doctrine is rooted. 1 J.D. Cox T.L. Hazen, Corporations §. In keeping with this principle, we have stated that "the true basis of the governing doctrine rests fundamentally on the unfairness in the particular circumstances of a director, whose relation to the corporation is fiduciary, `taking advantage of an opportunity [for his personal profit] when the interests of the corporation justly call for protection. This calls for the application of ethical standards of what is fair and equitable . . . [in] particular sets of facts.'" Durfee, supra at 199, quoting Ballantine, Corporations 204-205 (rev. ed. 1946). This "fundamental fairness" test places the burden on the fiduciary who acquires a corporate (or partnership) opportunity, or who engages in self-dealing, "to prove that his or her actions were intrinsically fair, and did not result in harm to the corporation or partnership." Meehan v. Shaughnessy, 404 Mass. 419, 441 (1989). See Starr v. Fordham, 420 Mass. 178, 183 (1995).
Other recent formulations of the corporate opportunity doctrine have given a similar broad definition to the scope of potential corporate interests, and have focused on the responsibility of the fiduciary to present these possibilities to the corporation for its consideration. For example, a corporate opportunity has been defined, in part, as "[a]ny opportunity to engage in a business activity of which a director or senior executive becomes aware," either in connection with performing the functions of those positions, or "[t]hrough the use of corporate information or property, if the resulting opportunity is one that the director or senior executive should reasonably be expected to believe would be of interest to the corporation." Principles of Corporate Governance § 5.05(b)(1) (1994). See ABA Corporate Director's Guidebook (rev. ed.), 33 Bus. Law. 1591, 1600 (1978) (doctrine applies to any opportunity "relevant to the enterprise's present or prospective business activities"); Brudney Clark, A New Look at Corporate Opportunities, 94 Harv. L.Rev. 997, 1032 n. 108 (1981) (definition should leave little room for director to appropriate any opportunity conceivably advantageous to corporation, without its consent); Principles of Corporate Governance, supra at § 5.05, Reporter's Note at 298 (reviewing various "tests" of corporate opportunity).
The term "senior executive" has been defined as encompassing the corporation's president, treasurer, and secretary, as well as chief operating officers and vice-presidents who are in charge of principal business units or functions or who perform a major policymaking function. See Principles of Corporate Governance, supra at §§ 1.27, 1.33.
A director or officer is not entirely barred from pursuing a corporate opportunity, but a person holding either position cannot do so unless the opportunity is first offered to the corporation and rejected by it. In this aspect, the corporate opportunity doctrine may be considered to be a rule of disclosure. In re Tufts Elecs., Inc., 746 F.2d 915, 917 (1st Cir. 1984), citing Durfee, supra at 200. To satisfy the principle of fairness to the corporation and to meet his duty of loyalty, the fiduciary must fully disclose to the corporation, all material facts concerning the opportunity. See Production Mach. Co. v. Howe, 327 Mass. 372, 375 (1951) (defendant failed to make "full disclosure which as a fiduciary he owed"); Principles of Corporate Governance, supra at § 5.05 comment to § 5.05(a), at 287-288 (director or senior executive must offer opportunity to the corporation before taking it for personal advantage, and should disclose all known material facts). Similarly, to satisfy the duty of loyalty, a fiduciary wishing to engage in a self-dealing transaction must disclose details of the transaction and the conflict of interest to the corporate decisionmakers. See Puritan Medical Ctr. Inc. v. Cashman, 413 Mass. 167, 172 (1992) (self-dealing not ratified in absence of full disclosure); Dynan v. Fritz, 400 Mass. 230, 243 (1987), S. C., Martin v. F.S. Payne Co., 409 Mass. 753 (1991) (good faith requires "full and honest disclosure of all relevant circumstances"); Principles of Corporate Governance, supra at § 5.02(a).
The disclosure requirement takes from the fiduciary the power to decide whether the opportunity or self-dealing transaction is in the corporation's interest and removes the temptation posed by "a conflict between self-interest and integrity." Durfee, supra at 198, quoting Michoud v. Girod, 45 U.S. (4 How.) 503, 555 (1845). The conflict may be avoided and fairness to the corporation best ensured if the venture is considered, and a decision made on behalf of the corporation, by disinterested members of the board of directors (or, alternatively, disinterested shareholders). Where the board's decision is made by persons who are subject to the control of the self-interested fiduciary, or who have an interest themselves in the proposed transaction or opportunity, that decision obviously is subject to the same potential for conflict of interest that would exist with a decision made by the fiduciary alone. Therefore, where a corporate opportunity or self-dealing transaction is disclosed to the corporation, but the decision on it is made by self-interested directors, the burden is on those who benefit from the venture to prove that the decision was fair to the corporation.
We consider the standards set out in the ALI Principles of Corporate Governance, supra, to be in conformance with the principles we have stated here. See id. at §§ 5.02 (self-dealing) and 5.05 (corporate opportunities). As has been indicated, the ALI Principles offer somewhat different standards of review for decisions of disinterested boards, depending on whether self-dealing or corporate opportunity is involved.
The defendants argue that certain ventures at issue, in particular the formation of Seabrook Sales and PP Foods, were not corporate opportunities for DSM, because the New Hampshire liquor laws then in effect made it legally impossible for DSM to own those companies. We disagree with this argument, which would limit a fiduciary's duty of disclosure to those enterprises judged by the fiduciary to be within the corporation's legal, financial, or institutional capabilities. Establishing such a threshold test for defining a corporate opportunity would contradict the principle just discussed, that a fiduciary who is interested in pursuing an opportunity should not make the decision as to whether the venture is also of interest to the corporation. Instead, to ensure fairness to the corporation, opportunities must be presented to the corporation without regard to possible impediments, and material facts must be fully disclosed, so that the corporation may consider whether and how to address these obstacles. See Durfee, supra at 200-202 (corporation's alleged credit weakness does not allow director to exploit opportunity); Energy Resources Corp. v. Porter, 14 Mass. App. Ct. 296, 299-302 (1982) (contractor's refusal to deal with corporation not a defense for an officer who formed his own firm to pursue the opportunity without fully disclosing the reasons for the refusal); Cain v. Cain, 3 Mass. App. Ct. 467, 476-477 (1975) (officer must disclose customer dissatisfaction to corporation before pursuing opportunity through separate company). See also Principles of Corporate Governance, supra at § 5.05 Reporter's Note at 299-300 (corporation is to determine for itself whether obstacles are insuperable). Without such a rule, the fiduciary's self-interest may cloud his judgment or tempt him to overlook his duties. For example, where a third party ostensibly is unwilling to deal with the corporation, "[w]ithout full disclosure it is too difficult to verify the unwillingness to deal and too easy for the executive to induce the unwillingness." Porter, supra at 300-301. In the present case, it was up to DSM, not the defendants, to determine whether any legal obstacles faced by DSM in pursuit of ventures in New Hampshire were insurmountable.
In short, to meet a fiduciary's. Otherwise, the officer or director acts in violation of his fiduciary duties, and whatever gain or advantage that he acquires may be held for the benefit of the corporation so as to deny him any benefit or profit. Durfee, supra at 198, citing Guth v. Loft, Inc., 23 Del. Ch. 255, 270 (1939).
With these principles in mind, we next examine the ventures and transactions that the judge found to have been conducted in violation of the fiduciary duties of DSM's and Valley's directors and officers. All the individual defendants have served as directors and as officers (with the exception of Glorianne) of various Demoulas enterprises, but not all held such positions with the injured corporations DSM and Valley. Telemachus has been president of DSM since George's death in 1971, and a director of DSM throughout its existence (as well as sole voting trustee of all DSM stock, with the resulting authority to choose the other directors). He has been president and a director of Valley since its formation in 1974. He was also treasurer and a director of Northland Properties, and has been a director of Market Basket since 1986. Arthur T. has been vice-president and a director of DSM since 1978, and treasurer and a director of Valley since 1974. He has also been president and a director of Lee Drug; from 1986 on, the president, treasurer, and a director of Market Basket; from 1985 on, the president, treasurer, and a director of Doric Development; the president and a director of Northland; and the managing partner of 231 Realty. Irene was a director of DSM (from 1974 to 1990) and a director of Northland, and (from 1986 on) has been a director of Market Basket. Frances was the president and treasurer of Market Basket until 1986, and has been a director of Market Basket and its predecessor, PP Foods. She has also been a director of Lee Drug and of Doric Development, and a partner of 231 Realty. Caren was the president and treasurer of Doric Development until 1985, and has been a director since 1981; she has also been a director of Lee Drug, a director of Market Basket from 1986 on, and a partner of 231 Realty. Glorianne was a director of Lee Drug until 1985, and has been a director of Doric Development (beginning in 1985) and Market Basket (beginning in 1986) and a partner of 231 Realty.
We exclude from this discussion D. Harold Sullivan, who (as will be explained later in this opinion) we have determined should be dismissed from the case.
A. Market Basket. The judge concluded that Market Basket represents a corporate opportunity that rightfully belonged to DSM and was diverted from it in a breach of fiduciary duty, and that its assets are derived from that diversion or from additional wrongful self-dealing transactions. She therefore ordered the return of Market Basket's assets and liabilities to DSM. We conclude that the result reached by the judge is supported by her extensive factual findings (which in turn have support in the evidence).
Market Basket's status as a diverted corporate opportunity is based on the history of its predecessor corporations, Seabrook Sales and PP Foods, which has been discussed. Both were corporate opportunities of DSM that were never made available to the corporation, and both were diverted in a breach of fiduciary duty by a director-officer (Telemachus). The defendants argue that Seabrook Sales and PP Foods were not corporate opportunities for DSM, because New Hampshire liquor laws restricted the number of licenses for beer sales available to a person or entity, and thus DSM could not have opened additional supermarkets in that State (except by forgoing beer and wine sales). However, as we have just indicated, the existence of a legal or other and to disclose all material details before pursuing it himself. If these opportunities had been disclosed to the board of DSM and rejected, then, given the absence of a disinterested and independent board, the fiduciary would have had to show that the rejection was fair to the corporation, and the existence of legal impediments would have been relevant to determining the fairness of the fiduciary's action. However, because full disclosure did not occur here, we do not need to address whether DSM could have feasibly pursued these opportunities. The nondisclosure of a corporate opportunity is, in itself, unfair to a corporation and a breach of fiduciary duty.
Until 1981, New Hampshire law did not allow a person or entity to own more than two retail licenses to sell beer and wine for off-premises consumption. This limit was increased to six in April, 1981. The restriction was removed entirely in July, 1985.
The conclusion, that neither opportunity was disclosed to DSM and rejected by the board before being pursued by Telemachus, is based on the chronology of events and the available corporate records. Construction of the Seabrook store began six to twelve months before its opening in July, 1973. The DSM board first discussed the possibility of franchising at its meeting on June 19, 1973, but only in general terms and without reaching a final decision. The board merely instructed Telemachus to present further information, at a later date, on the feasibility of franchising. The name of the proposed franchisee was not revealed at the meeting. Seabrook Sales was incorporated just two days later and entered into a franchise agreement with DSM on July 3, the same day that it applied for a New Hampshire liquor license (asserting in its application that no other corporation had any supervisory control over Seabrook or its employees). The store opened on July 8, 1973. In the case of PP Foods, the DSM board's only involvement was to waive restrictions on the sale of DSM stock and thereby allow Frances to sell her stock to Arthur T.; her continued ownership of DSM stock would have made her ineligible to acquire beer licenses on behalf of PP Foods. Three weeks after the waiver, stock in PP was issued to Frances, and PP opened its first store.
The creation of Seabrook Sales and PP Foods was a breach of Telemachus's fiduciary duty of loyalty, notwithstanding the fact that the companies were initially owned by persons who were not themselves directors or officers of DSM. (As has been mentioned, Telemachus's sister Ann Burliss owned Seabrook, and his daughter Frances owned PP Foods. In 1981, Frances exercised an option that had been arranged by Telemachus and purchased Seabrook from Burliss.) A fiduciary is liable either where he benefits directly or where profits flow instead to a third party or to another company under the fiduciary's control. Durfee, supra at 196. Production Mach. Co. v. Howe, 327 Mass. 372, 378 (1951). See Principles of Corporate Governance, supra at §§ 1.03, 5.08 (fiduciary violates duty of loyalty by advancing pecuniary interests of associate, such as a child or sibling, in manner that would constitute a breach if he had acted for himself). It is clear from the judge's findings that these companies were set up at Telemachus's direction and were independent in name only. DSM, which Telemachus fully controlled, managed and financed the operations of these companies. The use of DSM's corporate resources to support these companies indicates that they were wrongfully diverted corporate opportunities. See 1 J.D. Cox T.L. Hazen, Corporations § 11.7, at 11.33, 11.39 (1995) (fiduciary's use of corporate assets or personnel to acquire or nurture opportunity indicates breach of duty of loyalty).
Seabrook Sales opened its second store in 1975 under the Market Basket name (which had previously been registered by DSM in both Massachusetts and New Hampshire), and changed its corporate name to Market Basket, Inc., in 1979 (with DSM's permission). In 1981, PP Foods exercised Frances's option and acquired Market Basket, Inc. The latter was a subsidiary of PP Foods until the two were merged in December, 1983; the next month, PP changed its name to Market Basket. By this time, the company owned seven stores: six in New Hampshire, and one in Chelsea, Massachusetts (a store whose ownership by Market Basket instead of DSM belies the defendants' argument that Seabrook Sales and PP Foods were created simply to overcome New Hampshire liquor law restrictions).
The purchase was made shortly after the New Hampshire liquor laws were amended, increasing to six the limit on the number of beer and wine licenses that could be held by one entity.
Because the entity that is now Market Basket arose from the merger of two diverted corporate opportunities that rightfully belonged to DSM, the relief ordered with respect to the current assets and liabilities of Market Basket could rest on that fact alone. However, two later transactions that were addressed by the judge lend additional support to this conclusion and implicate other parties besides Telemachus. These events were the 1986 sale of part of Frances's Market Basket stock to other members of Telemachus's family, and the sale of seventeen DSM stores to Market Basket, which was approved in 1987, and carried out in 1988.
The sale of Frances's stock was a diverted corporate opportunity for DSM, because it involved the exercise of an option on that stock held by Arthur T., a DSM director. In 1981, Frances and Arthur T. had entered into an agreement by which Frances was given the option to reacquire the DSM stock she had sold to Arthur T. in 1978, at the same price for which she had sold it. Upon Frances's exercise of that option, Arthur T. could acquire all or part of her 300 shares in PP Foods (as it was then still called) for $600 a share. In 1986, Frances exercised her option, and Arthur T., along with other members of Telemachus's family whom Arthur T. designated as his nominees, purchased 210 of Frances's 300 shares. Several days before the purchase of stock, the control of Market Basket was reorganized. Arthur T. became president and treasurer in place of Frances, and Arthur T., Telemachus, Irene, Caren, and Glorianne joined Frances as board members. The judge concluded, and we agree, that Market Basket was a corporate opportunity for DSM, and that Arthur T. was under an obligation as a DSM director to make his option on Frances's Market Basket stock available to DSM before pursuing the opportunity on his own (and his family's) behalf. The defendants argue that Arthur T.'s agreement with Frances came about because of their relationship as brother and sister, not as an incident of Arthur T.'s position as a DSM director, and that Arthur T.'s option to acquire Frances's Market Basket stock was therefore not a corporate opportunity. We reject the defendants' argument. Arthur T. became an officer and director of DSM in 1978. From that time forward, his paramount duty of loyalty to the corporation required him to make available to it any potential business activity that he could reasonably be expected to believe would be of interest to DSM. The defendants have framed the legal issue incorrectly, as Arthur T.'s familial relationship with Frances is immaterial in determining whether the option was a corporate opportunity. The cases cited by the defendants to support their position are inapposite, as they concern property interests that originated prior to the fiduciary's involvement with his corporation. See, e.g., Puritan Medical Ctr., Inc. v. Cashman, 413 Mass. 167, 177-178 (1992).
The sale of Frances's Market Basket stock was recorded on December 30, 1986, while her reacquisition of DSM stock did not actually occur until several days later, on January 2, 1987. We attach no significance to this sequence. In the sale of Frances's stock, ninety shares went to Arthur T., sixty to Irene, thirty to Telemachus, and fifteen each to Caren and Glorianne, leaving Frances with ninety shares. One day later, Northland Properties was merged into Market Basket. As a result of that event, the ownership percentages in Market Basket were as follows: Arthur T., thirty per cent; Irene, Frances, Caren, and Glorianne, fifteen per cent each; and Telemachus, ten per cent.
Because Arthur T. became a corporate fiduciary in 1978, we need not determine whether he was obligated to present the opportunity to DSM in 1981, when he acquired his contingent option, or not until 1986, when he was first enabled to invoke that option. Our conclusion is the same in either case.
The second incident, the sale of seventeen DSM stores to Market Basket, is an instance of self-dealing, because by the time of that event, Telemachus, Arthur T., and Irene were directors of both DSM and Market Basket (and Arthur T. was an officer of both). Because the transaction was not disclosed to disinterested directors of DSM (there were no such directors) or disinterested shareholders (the plaintiff being the only one) for their approval, the burden was on the defendants to demonstrate that the transaction was fair to DSM at the time that it was entered into. The defendants failed to meet this burden.
The judge focused on an absence of good faith in the transaction, and found that the "plan" for the reorganization of DSM and Market Basket was actually an after-the-fact fabrication designed to offer strategic business justifications for what was, in reality, a decision by Telemachus to transfer from DSM to Market Basket all the stores that had been opened in the years since George's death. The judge also pointed to changes made in the sales agreement after its approval by the DSM board, changes which had the effect of reducing the amount to be received by DSM for the stores, and to the consequent declines in revenues and earnings for DSM, matched by corresponding increases for Market Basket. We do not need to accept the judge's assessment of the defendants' motives to reach the same conclusion. The transfer of the stores was unfair and detrimental to DSM. What matters to our decision is not why the defendants did what they did, but simply what they did. Even if the alleged plan was indeed a contemporaneous rationale for the sale, the business strategy it proposes is unconvincing and illogical. The judge could reasonably have concluded that, if the plan had been fully implemented (which it was not), the result would have been detrimental to DSM. We are, in any event, unconvinced that the terms of the sale offered fair value to DSM. DSM was to be paid one per cent of the stores' sales each year, for twelve years. Based on 1987 sales, that payment would have been $3.2 million a year. By comparison, the annual pretax earnings of the seventeen stores in 1987 were approximately $17.3 million, or about five per cent of sales. The defendants have failed to prove that it is better to receive one per cent of sales rather than five per cent of sales.
The defendants argue that the judge misapplied our decision in Dynan v. Fritz, 400 Mass. 230 (1987), S. C., Martin v. F.S. Payne Co., 409 Mass. 753 (1991), by ruling that an absence of good faith voids a self-dealing transaction, regardless of its fairness. The plaintiff argues in favor of precisely such a ruling. We think that both parties have misinterpreted the trial judge's ruling, and we do not read that ruling to conflict with our decision in Dynan. In that case, we did not disregard fairness or displace it with a requirement of good faith. Rather, we considered the requirement of fairness to encompass both a fair process and a fair value. In the circumstances of that case, the decision-making process was so unfairly dominated by the interest of the self-dealing party as to exhibit bad faith. Properly interpreted, Dynan is thus consistent with the "fundamental fairness" test set forth in Durfee v. Durfee Canning, Inc., 323 Mass. 187, 199 (1948). See Principles of Corporate Governance, supra at § 5.02 comment to § 5.02(a) (2)(A) (in determining fairness, court may take into account both the approval process, including undue pressure on the decisionmaker, and indicators of fairness of price).
B. Lee Drug. The defendants do not dispute that Lee Drug was a corporate opportunity belonging to DSM, but they contend that the potential venture was fully disclosed to the DSM board and clearly rejected by it, so that it was not wrongful thereafter for Arthur T. to pursue the opportunity himself. The judge characterized Arthur T.'s disclosure to the board as "misleading, inaccurate, and materially incomplete," and noted as well the lack of independence of the board. On this basis, the judge ordered payment to DSM of the proceeds from the 1990 sale of the Lee Drug chain to Walgreen Eastern Company, Inc. We conclude that Lee Drug represented a wrongfully diverted corporate opportunity, and that the judge did not err in ordering payment of the sale proceeds. We reach this conclusion by applying the principles of the corporate opportunity doctrine that we have previously stated. Before Arthur T. could pursue the opportunity, he was required to disclose it fully to the corporation, and because the corporation's rejection of the opportunity for itself was made by neither a disinterested board nor disinterested shareholders, Arthur T. also had to prove that the rejection was fair to the corporation. We agree with the judge's characterization of the disclosure to the board and further conclude, from the manner in which Lee Drug was thereafter operated, that the rejection of the opportunity was unfair to DSM.
The minutes for a meeting of the DSM board held on June 14, 1983, indicate that Arthur T. presented information to the board on the potential operation of drug stores by DSM. According to the minutes, Arthur T. mentioned that a separate management team would be needed to operate a drug store division, and that pharmacy license requirements were different in Massachusetts and New Hampshire. The directors decided that "too many problems" would be involved in such an operation. They voted not to set up a drug store division within DSM, and stated that they had no objection to Arthur T. (or any other director) setting up a separate operation on his own. In October, Lee Drug was incorporated. Its board of directors consisted of Arthur T., Frances, Caren, and Glorianne. Eventually it opened nine stores, seven of which were at locations leased from Demoulas entities.
If the minutes are to be taken at face value, the board was not informed, at the June 14, 1983 meeting, how extensively DSM would actually be involved in the operation of Lee Drug. There was no separate management team: DSM employees ran Lee Drug; Lee Drug's office was the DSM headquarters; DSM loaned to Lee Drug the funds needed to establish the drug store chain; and DSM provided Lee Drug with advertising, payroll, accounting, and computer services. This information would have been material to the decision of the DSM board and should have been disclosed to it. The board also failed to investigate whether the asserted differences in State pharmacy licensing requirements would have been a significant obstacle for DSM in operating its own drug store division. The company, after all, already operated supermarkets in both States, so it was experienced in handling such regulatory variations. Based on these facts, we agree with the judge that full disclosure of the corporate opportunity was not made to DSM, and that the rejection of the venture was unfair to DSM. Lee Drug was a corporate opportunity that was wrongfully diverted from DSM.
C. Real estate entities. In the years before George's death, he and Telemachus had set up separate companies and subsidiaries to own and develop the sites upon which DSM stores were to be located. Among these was DSM Realty, a wholly owned subsidiary of DSM, which was incorporated in 1967. After George's death, two additional companies were formed for this purpose: Delta Delta (established in 1971) and Valley Properties (1974). Three realty trusts that had been created during George's lifetime were then merged into Valley. The members of George's and Telemachus's families held equal interests in Valley and Delta Delta. Beginning in 1979, other real estate companies were formed that were owned entirely by members of Telemachus's family. These included Northland Properties, Inc. (incorporated in 1980); Doric Development Corporation, Inc. (incorporated in 1981); and 231 Realty Associates (a partnership formed in 1985). We agree with the judge's conclusion that the formation of Northland, Doric Development, and 231 Realty were corporate opportunities that were wrongfully diverted from Valley and DSM Realty. These companies all engaged in the same range of commercial real estate purchase, development, and management activities as Valley and DSM Realty. The only significant difference between the new and the preexisting companies was the pattern of ownership. In the years after the new companies were formed, all the real estate projects pursued by those companies could have been carried out by Valley and DSM Realty. On several occasions, parcels were transferred to the new companies from Valley, DSM Realty, and Delta Delta at less than fair market value.
DSM Realty was merged with DSM at the end of 1986.
Northland was originally established as a realty trust in 1979, with Arthur T. as trustee. On incorporation, Telemachus, Arthur T., and Irene became the directors. Telemachus and Irene each owned ten per cent of the entire stock, and the four children each owned twenty per cent; voting rights were limited to the stock held by Telemachus, Irene, and Arthur T.
Northland was merged into Market Basket in 1986. The imposition of a constructive trust on Market Basket therefore encompasses the assets gained by Northland during its existence, as well as those attributable to the supermarket operations of Market Basket.
The defendants dispute the judge's findings on the value of the parcels involved. However, valuation of property is a question of fact. Sarrouf v. New England Patriots Football Club, Inc., 397 Mass. 542, 550 (1986). Thus, a finding of valuation is subject to review under the "clearly erroneous" standard, and we will accept a judge's findings based on the evidence or a reasonable inference from it. Id. Anthony's Pier Four, Inc. v. HBC Assoc., 411 Mass. 451, 483 (1991) (judge's award fell within range of value based on opinions testified to at trial). In this case, each side had expert witnesses testify as to property valuations, and the judge did not clearly err in placing more weight on the testimony of the plaintiff's witness. In several cases, both the defendants' and the plaintiff's witnesses agreed that properties had been transferred for less than fair value and only differed as to how much less.
No evidence was presented that the formations of Northland, Doric Development, and 231 Realty were disclosed to DSM and Valley. The defendants did not contend otherwise, but instead argued that these were not corporate opportunities because of a separation of functions among the real estate entities, or, alternatively, because there was an understanding among members of both Demoulas families to assign the interests in real estate projects in this fashion. Neither argument is plausible on its face, and, even if credible, neither would meet the requirements for a fiduciary's pursuit of a corporate opportunity. First, there was no practical or legal restriction on the ability of DSM and Valley to engage in additional real estate ventures. Even if there had been, we have already noted that the existence of such a restriction does not excuse a failure to disclose a corporate opportunity. Second, an agreement among individuals would not have relieved Telemachus, Arthur T., and Irene of their obligations as fiduciaries of DSM (and for the first two, as directors of Valley) to place the corporation's interests ahead of their own.
Because the very formation of the three new companies was a diversion of corporate opportunities, the assets of those companies, which reflect profits made since their formation, rightfully belong to DSM and Valley. Consequently, we conclude that it is unnecessary to review the separate transactions among the new and old companies, which the judge examined in considerable detail in her findings of fact. We discern ample basis in those findings for a conclusion that real estate activities were carried out in a manner that was unfair to DSM and Valley. Any new property development that was undertaken by Northland, Doric Development, or 231 Realty should have first been made available, as a corporate opportunity, to DSM and Valley, because one or more directors or partners of the benefiting companies were also directors of DSM and Valley. Properties that were initially owned by DSM or Valley were transferred to the new companies at less than fair value, benefiting the DSM and Valley corporate fiduciaries who had interests in the new companies. In the case of properties that were transferred from Delta Delta to the new companies, any injury to Delta Delta is not relevant, because that company is not a party to this suit. However, in each instance, Telemachus had the obligation as a director of DSM and Valley to offer the property to those companies first, and this he did not do.
In serving simultaneously as directors of either DSM or Valley, or both, and as directors of one or more of the new real estate companies, Telemachus, Arthur T., and Irene created inevitable conflicts of interest between their fiduciary duties to different companies. A fiduciary who places himself or herself in such a situation does not thereby gain the option of choosing which company to favor. Principles of Corporate Governance, supra at § 5.05 Reporter's Note at 300. Directors "cannot be permitted to serve two masters whose interests are antagonistic." Spiegel v. Beacon Participations, Inc., 297 Mass. 398, 411 (1937). A director faced with such a conflict can best satisfy the duty of loyalty by terminating the relationship with one or the other party. Principles of Corporate Governance, supra at § 5.05 comment a.
We conclude that the assets and liabilities of Doric Development and 231 Realty (and of Northland, now a part of Market Basket) are subject to the remedy ordered in favor of DSM and Valley.
The defendants argue that it was illogical for the trial judge to order that just one parcel be transferred to Valley, and the rest to DSM. The judge appears to have decided that, where the development of a parcel was a corporate opportunity for both DSM and Valley, it was more equitable to transfer parcels to DSM, which was involved in much of the real estate financing. (The parcel that was returned to Valley, identified as "Stratham #26," was the only parcel that had been transferred directly from Valley.) "It is a well settled principle that, in fashioning appropriate relief, the issuance and scope of equitable relief rests within the sound discretion of the judge . . . who may phrase the court's order so as to afford a full, complete remedy" (citations omitted). Johnson v. Martignetti, 374 Mass. 784, 794 (1978). The absence of a clear-cut choice is certainly no reason to leave the parcels in the hands of the usurpers of the opportunities.
V. LIABILITY OF INDIVIDUAL DEFENDANTS.
Having concluded that the corporate opportunities and assets of DSM and Valley were diverted to the benefit of the other defendants, the judge ordered, as part of the judgment, that (1) the assets and liabilities of the defendant businesses Market Basket, Doric Development, and 231 Realty be transferred to DSM and Valley; (2) the proceeds of the sale of Lee Drug be paid to DSM; and (3) the individual defendants (Telemachus, Arthur T., Irene, Frances, Caren, and Glorianne) pay to DSM any cash distributions they had received from the defendant businesses, and cancel promissory notes issued to them as distributions from Market Basket. We agree with the judge that the business and individual defendants must return the benefits that they have received as a result of the wrongs done to DSM and Valley.
The judge established the liability of the various defendants on a number of legal theories. It is not necessary to consider all the judge's rulings to arrive at our decision, and we here detail the reasoning that we have followed in the case of each defendant.
As directors and officers of DSM and Valley, Telemachus and Arthur T. owed a fiduciary duty, which they violated by diverting the corporate opportunities already described. Having so acted, they became personally liable for the profits diverted from the corporation or the benefits represented by those opportunities. A director who breaches his duties in this fashion may not himself be unjustly enriched, and he is personally liable even where the profits or benefits accrue to a third party, whether or not it is under the control of the director. Durfee v. Durfee Canning, Inc., 323 Mass. 187, 196-197 (1948). It was therefore well within the judge's authority to order Telemachus and Arthur T. to repay the profits which they themselves derived from their actions. These profits include their ownership interests in Market Basket and the real estate companies, all of whose holdings reflect corporate opportunities that rightfully belonged to DSM and Valley. Rather than ordering these two defendants and the others with interests in those companies, to turn back their shares in those companies to DSM and Valley, the judge instead ordered the transfer of the companies' assets and liabilities. This was an appropriate remedy, because the companies, as the recipients of property transferred by fiduciaries in violation of their duty to their beneficiaries, hold that property on a constructive trust for the beneficiaries, namely, DSM and Valley. Restatement of Restitution § 201 (1937). As will be discussed later in this opinion, a constructive trust is not imposed where a recipient has given value or had no notice of the violation of duty. Here, however, either Telemachus or Arthur T. was a controlling director of the receiving companies, which had notice of the violations of duty.
Irene stands in much the same position as Telemachus and Arthur T. She was a director of DSM and committed a breach of her fiduciary duty to that corporation by acquiring stock in Market Basket at a time when it was a corporate opportunity for DSM. She was also a director and shareholder of Northland Properties, and thereby profited from the real estate development and ownership ventures that were diverted from DSM and Valley. By so doing, she again violated her fiduciary duties to DSM. The assets and liabilities of Northland were therefore subject to a constructive trust in favor of DSM and Valley, and, when Northland was merged into Market Basket, those assets remained subject to the trust. The Northland assets are thus accounted for in the judge's order that Market Basket's assets and liabilities be turned over to DSM and Valley.
The defendants argue that the judge failed to distinguish between DSM and Valley in considering which real estate opportunities were diverted from one and which from the other. This is immaterial to assessing Irene's actions as a simultaneous director of DSM and Northland. Her breach of duty to DSM occurred not only when Northland took over properties initially owned or scheduled for development by DSM, but also when she failed to ensure that other real estate opportunities presented to Northland were offered first to DSM. Thus, properties that were first owned by Valley and were then sold to Northland at unfairly low prices represented opportunities diverted both from Valley and from DSM.
As was the case with Telemachus and Arthur T., the judge could have ordered Irene, as a remedy for her breach of fiduciary duty to DSM, to turn over to DSM her shares in Market Basket, including those she acquired from Frances as well as those received in exchange for her interest in Northland. The judge instead exercised her discretion in arriving at an appropriate equitable remedy and achieved an equivalent result by ordering Market Basket to turn over its assets and liabilities to DSM and Valley.
Frances, Caren, and Glorianne, the other members of Telemachus's family against whom judgment entered, were neither officers nor directors of DSM and Valley, and so cannot be held directly liable for a breach of fiduciary duty on precisely the same basis as Telemachus, Arthur T., and Irene. The judge followed three theories, each of which, she found, provided an independent basis for making these defendants liable for the diverted opportunities, or for otherwise imposing a constructive trust on their gains. Under the first theory, the judge found that Frances, Caren, and Glorianne belonged to a "controlling group" of shareholders in a close corporation and therefore had fiduciary duties to the corporation and to minority shareholders. Their duties were equivalent to those of a director or officer, in spite of their actual nonparticipation in the corporation's management and operation. See Donahue v. Rodd Electrotype Co. of New England, Inc., 367 Mass. 578, 593, 597 (1975); Principles of Corporate Governance, supra at § 1.09; 12B W. Fletcher, Law of Private Corporations § 5765 (rev. perm. ed. 1993). On this basis, the judge held them directly liable, as fiduciaries, for the diversions of corporate opportunities and assets from DSM and Valley. Second, the judge held that even if the three were not directly liable as fiduciaries, they were jointly liable under a theory of aiding and abetting, for their knowledge of, and active participation in, the breaches of fiduciary duty by Telemachus and Arthur T. See Spinner v. Nutt, 417 Mass. 549, 556-557 (1994); Augat, Inc. v. Aegis, Inc., 409 Mass. 165, 172-173 (1991), S. C., 417 Mass. 484 (1994); Kyte v. Philip Morris Inc., 408 Mass. 162, 166-169 (1990); Barden Cream Milk Co. v. Mooney, 305 Mass. 545, 546-547 (1940); Stock v. Fife, 13 Mass. App. Ct. 75, 82 n. 10 (1982). Third, the judge held that, regardless of any direct involvement on their part in Arthur T.'s and Telemachus's breaches of fiduciary duty, the interests of the three remaining defendants in the benefited companies (and any distributions made to them from those sources) arose from a wrongful transfer of property held in trust by a fiduciary and were subject to the application of constructive trust principles, in view of the inability of the three defendants to establish that they were bona fide purchasers of their interests. See Restatement of Restitution, supra at § 201; Restatement (Second) of Trusts § 284 (1959); 4 Scott, Trusts § 284 (4th ed. 1994); 5 Scott, Trusts § 506 (4th ed. 1994).
The third theory advanced by the judge, according to which she denied bona fide purchaser status to Frances, Caren, and Glorianne, provides sufficient support in fact and law for applying constructive trust principles to any benefits that they derived from their ownership interests in Market Basket, Lee Drug, Doric Development, and 231 Realty, and thus for upholding the amended judgment against these three defendants. Therefore, we shall not address further the validity of the other two theories advanced by the judge or their applicability to the facts of this case.
These three defendants' assertions of bona fide purchaser status for the acquisition of their stock and partnership interests in Market Basket, Lee Drug, 231 Realty, and Doric Development are appropriately considered under the principles set forth in art. 8 of the Uniform Commercial Code (Code), investment securities, and other Code provisions. See G. L. c. 106. A "bona fide purchaser" is defined therein as "a purchaser for value in good faith and without notice of any adverse claim." G. L. c. 106, § 8-302 (1). Each of the terms contained in this definition is itself defined elsewhere in G. L. c. 106 as follows.
A "[p]urchase" is any voluntary transaction creating an interest in property, including (among others) a sale or issue. G. L. c. 106, § 1-201 (32). That subsection also includes "gift" as coming within the definition of purchase, but one who receives a gift obtains the property without consideration, and thereby has not given value and will not be a bona fide purchaser. See Otis v. Otis, 167 Mass. 245, 246 (1897) (constructive trust imposed on persons who receive funds from trustee without giving consideration, whether or not they had notice of the trust); Restatement (Second) of Trusts § 289 (1959).
A person gives "[v]alue" for rights if he acquires them "in return for any consideration sufficient to support a simple contract." G. L. c. 106, § 1-201 (44) ( d). An exception exists for negotiable instruments, where a holder takes an instrument for value "to the extent that the agreed consideration has been performed" (emphasis added). G. L. c. 106, § 3-303 ( a). See New Bedford Inst. for Sav. v. Gildroy, 36 Mass. App. Ct. 647, 652 (1994) (bank's deposit of loan proceeds into company account in return for note constituted performance of consideration).
"Good faith" means "honesty in fact in the conduct or transaction concerned." G. L. c. 106, § 1-201 (19). Good faith is to be determined by a subjective standard: what is required to establish good faith is an honest conviction or belief as to the legitimacy of the transaction, not the exercise of due care or the observance of reasonable commercial standards. See Dion v. Silver City Dodge, Inc., 398 Mass. 58, 60 (1986); Industrial Nat'l Bank v. Leo's Used Car Exch., Inc., 362 Mass. 797, 801-802 (1973) New Bedford Inst. for Sav., supra at 652.
." G. L. c. 106, § 1-201 (25). Accordingly, notice is determined by a standard that is objective in part, because actual knowledge of certain facts and circumstances may provide reason to know of another fact. In the case of investments, mere notice that one is dealing with a fiduciary does not create a duty of inquiry, but knowledge that the transaction is for the benefit of the fiduciary, or otherwise is a breach of duty, does charge the purchaser with notice of an adverse claim. G. L. c. 106, § 8-304 (3). See Michelin Tires (Can.) Ltd. v. First Nat'l Bank, 666 F.2d 673, 682 (1st Cir. 1981) (under Massachusetts law, person has notice of fact when, from all the information at his disposal, he has reason to know of it); Higgins v. Shenango Pottery Co., 256 F.2d 504, 510 (3d Cir. 1958) (under Pennsylvania law, where corporate directors diverted opportunity to partnership, other partners had knowledge of fiduciary relation, and extraordinary circumstances imposed compelling duty of inquiry). The fact that property has been obtained for a payment substantially less than the property's real value may in itself give reason to know of some wrongdoing, and thereby establish notice of an adverse claim. See Kanall v. 318 Lounge, Inc., 1 Mass. App. Ct. 5, 8 (1972); Restatement (Second) of Trusts, supra at § 297 comment i, at 78, § 298; 4 Scott, Trusts, supra at § 298.4.
"Adverse claim" is defined as "a claim that a transfer was or would be unauthorized or wrongful or that a particular adverse person is the owner of or has an interest in the security." G. L. c. 106, § 8-302 (2). The definition applies to a claim by a beneficial owner that a security has been, or is proposed to be transferred in breach of trust. 2C U.L.A. § 8-302(2) official comment no. 4 at 357 (Master ed. 1991).
The judge ruled correctly that the defendants bore the burden of proof (meaning the burden of persuasion) in establishing their status as bona fide purchasers. Their claim to this status was an affirmative defense to the plaintiff's proven assertion that the diversion of corporate opportunities and assets caused the defendants (and the entities in which they held interests) to be charged with a constructive trust on behalf of DSM and Valley. Massachusetts case law, as well as statutory language, support this assignment of the burden. See George v. Coolidge Bank Trust Co., 360 Mass. 635, 639 (1971) (possessor of negotiable instrument, whether commercial paper or investment securities, would have burden of establishing status under the Uniform Commercial Code as holder in due course or purchaser for value without notice); Elbar Realty, Inc. v. City Bank Trust Co., 342 Mass. 262, 267-268 (1961) (whether or not holder is plaintiff or defendant, when opponent has established existence of title defect, holder has ultimate burden of proof that it was holder in due course); New England Merchants Nat'l Bank v. Old Colony Trust Co., 11 Mass. App. Ct. 539, 545 (1981), S. C., 385 Mass. 24 (1982) (estate administrator seeking distribution failed to sustain burden of establishing that his decedent was purchaser for value and without notice that payment had been made to shareholder of record); G. L. c. 106, § 8-105 (3) (if existence of defense or defect to validity of security is shown, burden is on security holder to show that he is person against whom defense or defect is ineffective); 2 U.L.A. § 3-307(3) official comment no. 3 at 641 (Master ed. 1991) (when defense shown to exist, person seeking to cut off defense has full burden of proof to establish, by preponderance of evidence, that instrument was taken for value, in good faith, and without notice); P.J. Liacos, Massachusetts Evidence §§ 5.1, 5.4.1-5.4.3 (6th ed. 1994). See also Bowling Green, Inc. of Somersworth, N.H. v. State St. Bank Trust Co., 307 F. Supp. 648, 653 n. 4 (D. Mass. 1969), aff'd, 425 F.2d 81, 83 (1st Cir. 1970) (G. L. c. 106, § 3-307 requires party resisting claim to instrument on ground of "holder in due course status" to prove status as affirmative defense).
In their proposed rulings of law, the defendants cited several cases in support of their position that the burden of proof rests with the party seeking to disprove bona fide purchaser status. See, e.g., Richardson v. Lee Realty Corp., 364 Mass. 632, 634 (1974); Mucci v. Brockton Bocce Club, Inc., 19 Mass. App. Ct. 155, 158 (1985). These cases involve real property title disputes, where the rule is that the party claiming under an unrecorded deed must prove that the subsequent purchaser had actual knowledge or notice of such a deed. Hughes v. Williams, 229 Mass. 467, 470-471 (1918). In another case cited by the defendants, the Appeals Court quoted the trial judge's statement that the plaintiff, who challenged a transfer of stock as violating a prenuptial agreement, had failed to meet her burden of proof in establishing that the recipient was not a bona fide purchaser. The Appeals Court's decision, apparently in response to the plaintiff's appellate argument, addressed the merits of the case and not the issue of burden of proof. Kanall v. 318 Lounge, Inc., 1 Mass. App. Ct. 5, 7-8 (1972). The cases cited by the defendants do not dissuade us from concluding that, except in the case of real property, the burden of proof rests with the person claiming the status of a bona fide purchaser.
We turn, then, to determining whether these three defendants have proved their status as bona fide purchasers of their ownership interests.
A. Lee Drug. When Lee Drug was incorporated in 1983, its sole shareholder was Doric Distributors, Inc., whose shareholders were Arthur T., Frances, Glorianne, and Caren. The judge found no evidence that the shareholders of Doric Distributors paid anything for their stock. On December 23, 1986, all the outstanding stock of Lee Drug (1,000 shares) was transferred to Arthur T. from Doric Distributors. Doric Distributors was then merged into Lee Drug. The next day, Arthur T. made a gift of 300 shares of Lee Drug to his wife, Maureen, and fifty shares to each of Frances, Caren, and Glorianne. Lee Drug was sold to Walgreen Eastern Company, Inc., pursuant to a purchase and sale agreement dated September 7, 1990. The proceeds from that sale have been held in escrow, pending the outcome of this suit.
As has been discussed, Lee Drug was a corporate opportunity diverted from DSM, in breach of Arthur T.'s fiduciary duties to DSM. Frances, Caren, and Glorianne held their interests in Lee Drug for the benefit of DSM, unless they could prove their status as bona fide purchasers. Whether their interests in Lee Drug are considered as arising from their initial shares in Doric Distributors or from the shares in Lee Drug transferred as gifts to them by Arthur T. following the 1986 merger, there is no evidence that they paid any value for these interests. They lack the status of bona fide purchasers with respect to Lee Drug, and the judge properly determined that the proceeds from the sale of Lee Drug are held in constructive trust for DSM.
B. Market Basket. Frances was the sole shareholder in PP Foods, which was formed in 1978, acquired Market Basket (formerly Seabrook Sales) as a subsidiary in 1981, and became known as Market Basket itself after the merger of the two corporations in 1983. Frances's claim to be a bona fide purchaser of her interest in Market Basket must be analyzed separately, then, from the claims of Caren and Glorianne, who did not become shareholders of Market Basket until 1986.
Although the judge did conclude that Frances was not a good faith purchaser of her stock in Market Basket, she did not indicate specifically which findings of fact were the basis for this conclusion. (The judge focused instead on establishing Frances's liability to DSM arising from the alternative "control group" and "aiding and abetting" theories.) "We may reach our own ultimate conclusions based on the trial judge's subsidiary findings." Delano Growers' Coop. Winery v. Supreme Wine Co., 393 Mass. 666, 684 (1985).
Frances's claim to be a bona fide purchaser fails to meet all the criteria previously set forth. She did give value for her stock in PP Foods by investing $50,000 in the company at the time of its formation. Nonetheless, the accretions to the net value of the company over the course of its history can hardly be attributed to the impact of her investment. Rather, they arise from the opportunities and assets diverted from DSM, and the financing and management services provided by DSM. Nor can the growth of Market Basket be credited to personal effort by Frances, who was clearly a passive investor who was uninvolved in the company's management, except on paper. The fact that Frances did pay some value for her stock does not shield her from the imposition of a constructive trust to prevent unjust enrichment, although it will affect the computation of the amount due in restitution. See 4 Scott, Trusts § 291.5 (4th ed. 1989) (person required to return property is entitled to credit on purchase price, to avoid "double satisfaction" to beneficiary). Additionally, we reject as did the judge, Frances's assertions that she acted in good faith and lacked notice of an adverse claim. The judge found that her testimony concerning PP Foods was not credible. Her claim to an honest belief in the legitimacy of the transaction, Dion v. Silver City Dodge, Inc., 398 Mass. 58, 60, 62 (1986), is undercut by the circumstances of PP Foods's formation and operation, including the purported sale of her DSM stock to Arthur T., the failure to disclose DSM's management role on the application for a New Hampshire beer sales permit, and the control of PP Foods's operations by DSM personnel. Furthermore, Frances's knowledge of Arthur T.'s fiduciary duties to DSM, coupled with the fact that the profits generated by PP Foods were disproportionate to the amount of her investment, gave her "reason to know," G. L. c. 106, § 1-201 (25), that the transaction might be wrongful and constitute a breach of trust. See Banks v. Everett Nat'l Bank, 305 Mass. 178, 182-183 (1940) (bank not liable for improper transfer of funds, where it neither knew of breach nor had knowledge of such facts that it could not reasonably be held to have acted in good faith); Higgins v. Shenango Pottery Co., 256 F.2d 504, 510 (3d Cir. 1958); Restatement (Second) of Trusts, supra at §§ 296-298.
This sum was obtained through a bank loan to Frances. The plaintiff has not challenged Frances's assertion that this represented an investment of her own funds.
In its first five years, PP Foods had profits of $1,780,000, or thirty-five times Frances's original investment.
The "sale" was, as the judge described it, "a wash." In 1978, Arthur T. gave Frances a promissory note in exchange for her DSM stock (the note remained in the custody of DSM's lawyer); no interest payments were ever made on the note, and when Frances reacquired the stock in 1986, she did so for the amount of the note.
The wording of the predecessor statute to G. L. c. 106, §§ 3-302(1), and 1-202 (25), linked the concepts of notice and good faith: ." G. L. c. 107, § 79, repealed by St. 1957, c. 765, § 2.
Caren and Glorianne acquired their interests in Market Basket in 1986, as nominees of Arthur T., when he and Frances exercised the options that permitted Frances to reacquire her shares in DSM and Arthur T. to purchase her shares in Market Basket. The judge ruled that Caren and Glorianne were not bona fide purchasers because they did not act in good faith and because they were on notice of an adverse claim concerning the ownership of Market Basket. (The judge did not address whether Caren and Glorianne had given value for their shares.)
As the factual basis for her ruling on good faith, the judge found that the two sisters were familiar with the fiduciary duties of corporate directors, knew that Arthur T. owed such a duty to DSM, knew of the "symbiotic relationship" between DSM and Market Basket under which DSM operated Market Basket's stores, knew that they were acquiring their shares as Arthur T.'s nominees, and knew that assets and opportunities were being diverted from DSM to entities controlled by their own family. The sisters testified that they did not think Arthur T. was committing breaches of his fiduciary duty, but the judge did not find that testimony to be credible. From her findings, the judge found, as a reasonable inference, that Caren and Glorianne had not acted with honesty and had not truly believed that their purchase of Market Basket shares was proper. Instead, the judge concluded, they knew that Arthur T. was committing violations of his fiduciary duty by not making his option to purchase Frances's shares available to DSM. As for notice, the judge found that knowledge of these facts amounted to "actual notice" of an adverse claim and gave the defendants "reason to know" that an adverse claim existed.
The judge's statement of the law was imprecise: the term "actual notice" does not appear in G. L. c. 106, § 1-201 (25). For reasons we shall discuss subsequently, we nonetheless reach the same conclusion as the judge, that Caren and Glorianne did not prove that they had acquired their stock without notice of an adverse claim, and they therefore were not bona fide purchasers.
Even if Caren and Glorianne knew the responsibilities of a corporate fiduciary such as Arthur T., and knew, as participants, the details of the disposition of Frances's shares in Market Basket, what is crucial to the determination of good faith is whether they realized, as a subjective matter, that this transaction was undertaken in breach of Arthur T.'s fiduciary duties. Disbelieving their assertions to the contrary, the judge found, as a reasonable inference, that Caren and Glorianne did not act in a good faith belief that the transaction was proper. As has been discussed, a judge's findings of fact will not be set aside unless clearly erroneous, and it is recognized that the judge is in the best position to judge the credibility of the witnesses. Where a conclusion is so dependent on an assessment of witness credibility, and is based on what we consider to be a reasonable inference, we defer to the judge's finding. We therefore conclude that Caren and Glorianne did not act in good faith when they acquired their Market Basket shares. Even if we were to accept their claim of good faith, we would disallow their status as bona fide purchasers on the basis of notice. Whether or not they had "actual knowledge" of the fact that the transaction was a breach of fiduciary duty, they certainly had "reason to know" of the impropriety of the transaction, "from all the facts and circumstances known" to them. G. L. c. 106, § 1-201 (25). In addition to those facts found by the judge, we note that the price paid by Caren and Glorianne for their shares was a small fraction of the actual per-share value of Market Basket. This great discrepancy between the purchase price and the value of the acquisition in itself gave them reason to know of wrongdoing by the transferor and thereby put them on notice of an adverse claim. See Kanall v. 318 Lounge, Inc., 1 Mass. App. Ct. 5, 8 (1972); Restatement (Second) of Trusts, supra at §§ 297-298; 4 Scott, Trusts, supra at § 298.4.
At a per-share price of $600, the price to purchase all of Frances's 300 shares would have been $180,000. As of March, 1986, Market Basket had retained earnings of over $12.6 million, and as of December 30, 1986, Market Basket (according to the valuation accepted by the judge) was worth $144 million.
C. Doric Development. Doric Development was incorporated in 1981, with Caren as sole officer, director, and shareholder; Caren paid $5,000 for 1,000 shares of stock. Doric, however, was inactive until 1985. At that time, Arthur T., Frances, and Glorianne each "subscribed" for 1,000 shares at a stated cost of $5,000. Arthur T. became president and treasurer, while Frances, Caren, and Glorianne became directors. Thereafter, as has been discussed, Doric profited from real estate development opportunities that rightfully belonged to DSM and Valley and was able to acquire properties for below-market prices.
The judge concluded that Caren, Frances, and Glorianne all had notice of adverse claims by DSM and Valley, and were not bona fide purchasers. The judge did not specify which findings of fact formed the basis of her conclusion, but we arrive at the same conclusion from our own review of her findings. These three defendants knew of Arthur T.'s fiduciary duties to DSM and Valley and knew that those corporations were already involved in acquiring and developing real estate sites. These facts, considered with the circumstance that they were themselves directors of Doric, and thus directly involved with Arthur T. in the management of that company, gave them ample reason to know, and hence notice, that the transactions from which it profited were violations of Arthur T.'s duties.
As we are satisfied that these three defendants had notice of adverse claims, we need not consider the judge's additional conclusion that Frances and Glorianne never actually paid for their stock, and that merely "subscribing" without paying money does not constitute the giving of value. See Restatement (Second) of Trusts § 302 (1959); 4 Scott, Trusts § 302, at 150 (4th ed. 1989) (performance of promise is the giving of value).
Arthur T.'s position as Doric's president meant that Doric was on notice of the wrongful diversion of opportunities and assets from DSM and Valley. G. L. c. 106, § 1-201 (25), (27), (28) (30) (defining notice to an organization). Thus, Doric itself could not be a bona fide purchaser, and its profits from the wrongful transactions are subject to a constructive trust on behalf of DSM and Valley. The cash distributions made to Doric's four shareholders in 1991 and 1994 are also subject to a constructive trust. As directors who approved the distributions at a time when this suit had already commenced, Caren, Frances, and Glorianne had ample reason to know that the payouts of the assets were wrongful.
D. 231 Realty. Frances, Caren, and Glorianne are partners in 231 Realty with Arthur T. The partnership was formed in 1985. As with Doric Development, the judge found that Frances, Caren, and Glorianne had notice of the adverse claims of ownership by DSM and Valley. In addition, the judge found that none of the three had paid any value for their interests in 231 Realty. The judge concluded that all three lacked the status of bona fide purchasers of those interests. We agree with this conclusion on the basis of the reasoning that we have applied to Doric Development. Additionally, we note that 231 Realty's status as a partnership means that Arthur T.'s knowledge that he was committing a breach of his duties to DSM and Valley operates as notice to or knowledge of the partnership, and that the partnership is liable for his wrongful acts. See G. L. c. 108A, §§ 3, 12, 13. See also Higgins v. Shenango Pottery Co., 256 F.2d 504, 509-510 (3d Cir. 1958) (under partnership and agency law, knowledge of one partner is imputed to all; partnership is liable for profits realized through breach of fiduciary duty by partners who were also officer-directors of injured corporation). Thus, 231 Realty's assets are to be held for the benefit of DSM and Valley, and the cash distributions made by 231 Realty to its partners in 1992, 1993, and 1994 remain subject to the relief ordered by the judge.
VI. REMEDY.
Having identified the assets and opportunities that were wrongfully diverted from DSM and Valley, and having established the responsibility of the various defendants to account for their gains from these wrongs, we turn to the appropriateness of the remedies ordered by the judge. As has been explained, the judge ordered (1) the transfer to DSM and Valley of the assets and liabilities of Market Basket, Doric Development, and 231 Realty, as well as the proceeds held in escrow from the sale of Lee Drug; (2) the payment to DSM and Valley of all cash distributions made to the individual defendants by the business entities, and the cancellation of promissory notes issued to the individuals by those companies; (3) the payment of interest on those cash distributions; (4) the repayment of any attorney's fees and costs paid on the individual defendants' behalf by the defendant companies; and (5) the payment of the plaintiff's attorney's fees and costs. The judge was correct in choosing to base these remedies on the principle of preventing unjust enrichment. However, some revision of the ordered relief is necessary to ensure that the defendants are. We also conclude that D. Harold Sullivan should be dismissed from the case and should not be required to repay amounts that he received for legal expenses. We remand the case solely for these modifications to the judge's order.). As has been discussed, a constructive trust is also imposed on gains transferred to recipients who cannot prove that they are bona fide purchasers. In this case, the judge appropriately sought to achieve restitution by rescission of the transactions and disgorgement of the gains. Restatement of Restitution §§ 1, 160, 201 (1937); Restatement (Second) of Trusts § 291(1)(a) comment a (1959).
The defendants argue that the certain amounts should have been excluded from the transfers and repayments ordered by the judge. They contend also that interest should not have been charged on the defendants' cash distributions. They object, as well, to the procedure followed by the judge in arriving at her order and complain that they were not afforded a fair opportunity to present their arguments as to appropriate remedies. We now address their principal concerns.
Two additional issues raised by the defendants merit only brief discussion. First, the defendants argue that Maureen Demoulas, who is a shareholder of Lee Drug but a nonparty in this case, should not be deprived of her interest in the sale proceeds of Lee Drug. The amended judgment does not affect her ownership of stock, but rather the assets of Lee Drug itself, which (as has been stated) are subject to a constructive trust. We see no basis for modifying the disposition of the sale proceeds. Second, the defendants argue that the judge erred in denying a motion by Antonios Katsikas to intervene, and a related motion by the defendants to join Katsikas as a party. These untimely motions were made after the judgment had already been entered, and the judge properly denied them.
A. The defendants' investments in the affected companies. The defendants argue that the order to transfer all assets and liabilities of Market Basket, Doric Development, and 231 Realty is unfair, because it does not provide a deduction for amounts that the defendants personally invested in these companies, either at the time that any stock was issued or on later occasions. The defendants claim that millions of dollars are at stake. The plaintiff argues that the defendants failed to introduce any evidence at trial to substantiate these claims. As matter of law, the defendants are entitled to a credit for amounts which they personally invested in the companies (assuming, of course, that those funds are not themselves traceable to the violations of fiduciary duties towards DSM and Valley). DSM and Valley are entitled to receive all gains and profits that are attributable to the diversions of corporate assets and opportunities (including additional growth in assets arising from the reinvestment of company profits), but not the portions of the companies' valuations that have a different source. See Restatement (Second) of Trusts, supra at § 291(3) (transferee who is required to repay value of property received in breach of trust, is entitled to credit for amount he paid for property). See also Lang v. Giraudo, 311 Mass. 132, 139-141 (1942) (defendant must return fraudulently obtained real property, but is to be credited for tax and mortgage payments and costs of necessary repairs). The purpose for this credit is to prevent an injured plaintiff from receiving more than the amount by which the defendant had benefited from the wrongful transaction. Determining the amounts to be credited in this case is a factual issue for the judge to resolve on remand. The burden of proof is on the defendants to show how much of any entity's assets are not the direct or indirect result of the violations of fiduciary duty. See Jet Spray Cooler, Inc. v. Crampton, 377 Mass. 159, 174 n. 14 (1979) (burden on defendants to show portion of profits not attributable to misappropriated trade secrets).
B. Deduction for payments of Federal and State income taxes. Market Basket and Doric Development are Subchapter S corporations; 231 Realty is a partnership. Under Federal and State tax law, the earnings of those three entities are treated as having been "passed through" to their shareholders or partners (whether or not distributions were actually made), and those persons are responsible for the resulting tax obligations. See 26 U.S.C. § 701-761, 1361-1379; G. L. c. 62, §§ 17, 17A. The defendants argue that they should be allowed to deduct their tax payments from the cash distribution repayments that were ordered by the judge. In other words, they contend that, although the judge ordered them to repay the entire amount of the distributions, their actual "gain" was only the net amount of the distributions, namely the portion that they retained after the payment of taxes. This is a logical position: the objective in addressing unjust enrichment is to recover simply the amount derived from the wrongdoing. USM Corp. v. Marson Fastener Corp., 392 Mass. 334, 338-339 (1984). Where a corporate opportunity has been wrongfully diverted or a trade secret misappropriated, we have required the transgressor to repay only net profits, not the gross income from sales. See, e.g., Jet Spray Cooler, supra; Durfee, supra at 203-204. We have stated that "[t]axes . . . are as much a proper allowance against the gross profit as is any other cost obligation incurred in generating that profit." USM Corp., supra at 343. We have recognized that, where such a deduction is allowed for taxes, it will be necessary to track any tax benefits received by a defendant resulting from repayments made to a plaintiff, and to ensure that those tax benefits are also transferred to the plaintiff. Otherwise, unjust enrichment would still occur. Id. at 346-347. On remand, the defendants have the responsibility for documenting and proving their claims to tax deductions and proposing a workable method of preventing further unjust enrichment.
We note that the Federal courts have tended to follow a different policy in trade secret and other intellectual property cases, allowing deductions for production costs but not for taxes. See L.P. Larson, Jr., Co. v. Wm. Wrigley, Jr. Co., 277 U.S. 97, 100 (1928); USM Corp. v. Marson Fastener Corp., 392 Mass. 334, 344-347 (1984) (discussing cases from Federal and other State courts).
We have rejected claims for tax deductions in instances where the wrongdoer (who is responsible for asserting this defense) has failed to present adequate evidence or has evinced noncooperation in the computation of the award. See USM Corp., supra at 347-348; Fidelity Mgt. Research Co. v. Ostrander, 40 Mass. App. Ct. 195, 201-202 (1996).
C. Interest on cash distributions. In the amended judgment, the judge ordered the defendants to pay interest at a rate of six per cent on the cash distributions, from the date of each distribution to the date that restitution is made. The judge's decision to award interest was well within her power to frame the relief so as to avoid unjust enrichment. Samia v. Central Oil Co. of Worcester, 339 Mass. 101, 125 (1959). The defendants have had the opportunity to earn a return on the cash distributions made to them. The interest charge represents a fair attempt to recapture that return and prevent unjust enrichment. Stated another way, if the funds had not been distributed, any return on those funds would now be among the business assets and liabilities that are also subject to the judge's order of restitution, so it is proper to reclaim those returns from the individual defendants. See Broomfield v. Kosow, 349 Mass. 749, 759 (1965) (constructive trustee to pay interest on wrongfully held funds from date that notes were issued); Crosby v. Simpson, 234 Mass. 568, 576 (1920) (defendant must return stock plus cash dividends received during period stock held); Restatement (Second) of Trusts § 291(1)(a) (1959) (constructive trustee must return property, together with income received from it).
The judge initially set the rate at twelve per cent, but in response to the defendants' motion to eliminate the interest charge, reduced the rate to six per cent. As a basis for the six per cent figure, the judge cited G. L. c. 107, § 3, which states in relevant part, "[i]f there is no agreement or provision of law for a different rate, the interest of money shall be at a rate of six dollars on each hundred for a year. . . ." The defendants' motion, and the judge's response, applied to interest charges on both the cash distributions and the payments of the defendants' attorney's fees. On appeal, the defendants have not argued against the interest charges on the payment of attorney's fees. The same logic applies to both outlays, and we consider the judge's decision appropriate in both instances.
The cases cited by the defendants, in which interest was not awarded, are inapposite. At issue in those cases were interest charges on awards that were believed to exceed the defendants' actual profits. In the circumstances, the judges declined to award interest (in one instance, entirely, in another, for a portion of the period sought). See USM Corp., supra at 348-351; Jet Spray Cooler, Inc. v. Crampton, 377 Mass. 159, 181-184 (1979). In the present case, the interest charge appropriately offsets an obvious gain to the defendants.
D. Procedural objections. The judge's orders were included in the decision that contained her findings of fact and rulings of law. The defendants contend that, during the trial of the action, it had been their understanding that issues of relief would be dealt with separately after the judge had made rulings on liability. Instead, they argue, the judge entered the order concerning relief without giving them a fair opportunity to present evidence and arguments on the points that have been discussed in this section. The plaintiff argues, by contrast, that the defendants waived their rights to raise these issues on appeal by failing to present evidence on them during the course of the trial.
We shall not attempt to determine what the parties' expectations were during the course of this long, complicated, and highly contentious trial, as to the judge's intended procedures for addressing the topic of relief. As we have noted, the burden is on the defendants to prove their claims to credits for taxes paid and investments made. On remand, there should be an opportunity for both the defendants and the plaintiff to present evidence and arguments on these matters, so that the court can fashion the appropriate relief.
E. D. Harold Sullivan. The judge ordered that all individual defendants reimburse DSM and Valley for funds previously paid by any of the defendant companies to cover attorney's fees or expenses related to the defense of this case. The defendant D. Harold Sullivan appeals from this order insofar as it applies to his legal expenses, arguing that both DSM and Valley are obligated by contract to indemnify him under their by-laws and that nothing in the judge's findings relieves them of their obligations to pay his attorney's fees and costs. Sullivan also argues that the judge erred in refusing to grant his motion to dismiss, and that, because he is not a necessary or proper defendant in this action, he should have been dismissed from the case. We conclude that Sullivan should not have been required to reimburse the corporations for any attorney's fees or costs, and that he is not a proper party to this action and should have been dismissed.
1. Indemnification. Sullivan has served as vice-president, chief financial officer, and treasurer of DSM, and is a director of DSM and Valley. Because Sullivan is a director of these companies and an officer of DSM, his attorney's fees have been paid by the corporations.
General Laws c. 156B, § 67, authorizes a corporation to make provisions in its by-laws for the indemnification of "directors, officers, employees or other agents of a corporation," including the payment of expenses incurred in defending a civil action. If it so desires, the corporation may require in its by-laws that the indemnified individual reimburse the corporation for expenses if he is "adjudicated to be not entitled to indemnification under this section." Section 67 goes on to say that "[n]o indemnification shall be provided for any person with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interest of the corporation."
The by-laws of both DSM and Valley provide for such indemnification, but the precise language of each by-law differs slightly. The DSM by-laws indemnify directors or officers against all expenses reasonably incurred in connection with any civil suit to which the director has been made a party by reason of serving as a director, "provided that no indemnification shall be provided for any person with respect to any matter as to which he shall have been finally adjudicated . . . not to have acted in good faith in the reasonable belief that his action was in the best interest of the corporation." The DSM by-laws make no provision for refund of paid legal expenses on such an adjudication, but repayment would be implicitly required. The Valley by-laws authorize substantially the same indemnification and exception, together with an express provision for the repayment of legal expenses if the director or officer is "adjudicated to be not entitled to indemnification under this article." Under G. L. c. 156B, § 67, and under both the DSM and Valley by-laws, Sullivan would be required to repay any legal expenses paid by the corporations if he were adjudicated not to have acted in good faith.
Amendment of by-laws of Demoulas Super Markets, Inc., art. thirteenth.
Amendment of by-laws of Valley Properties, Inc., art. sixth.
Sullivan was never so adjudicated. As discussed below, his inclusion in the lawsuit was predicated on the possibility that his cooperation would be required to effect the relief ordered. The plaintiff never alleged, and the judge did not expressly find, that Sullivan had violated his fiduciary duty or failed to act in the best interests of the corporation. Sullivan's activities were certainly suspect: in her findings of fact, the judge termed the seventeen-store transfer, in which Sullivan played a role, as "unfair," cited several instances where Sullivan's actions could be termed at least negligent, and found that some of his testimony was "not credible." However, DSM and Valley are required by their by-laws to indemnify Sullivan unless he has been "adjudicated" not to have acted in good faith. There was no such express finding by the judge. See Dynan v. Fritz, 400 Mass. 230, 246 (1987). The order of relief requiring Sullivan to refund his legal expenses is improper.
At trial, Sullivan was represented by the same counsel who represented the defendants Market Basket, Doric Development, and Lee Drug. The plaintiff argues that the portion of Sullivan's attorney's fees paid by these companies should be refunded to DSM and Valley. We find no record of whether these companies actually funded any of Sullivan's legal fees. There is no indication of the proportion of the counsel's fees that might have been incurred by Sullivan individually, as opposed to those attributable to these companies. On the evidence before us, we conclude that the judge's order should not have required Sullivan to reimburse DSM and Valley for any of his legal fees or other costs that had been paid for by the defendant companies.
2. Dismissal. Sullivan was originally included as a defendant in this case because he is a member of both the DSM and Valley boards of directors, and the plaintiff argued at trial that his cooperation was required to effect any relief that the court might order.
In a shareholder derivative suit, a director may be properly included as a defendant if misconduct is alleged against him, but an individual director who is not directly responsible for the wrongful conduct of other directors may be dismissed as a defendant. See Spiegel v. Beacon Participations, Inc., 297 Mass. 398, 411, 434-435 (1937) (where facts fail to show breach of fiduciary duty, defendant directors can be dismissed from case). A director may also be a proper party in a shareholder derivative suit if the relief requested would require his cooperation. See Doherty v. Mutual Warehouse Co., 245 F.2d 609, 612 (5th Cir. 1957) (directors are proper parties in suit seeking declaration of dividends); Swinton v. W.J. Bush Co., 199 Misc. 321, 323-324 (N.Y.Sup.Ct.), aff'd, 278 A.D. 754 (N.Y. 1951) (directors are proper parties where decree directs them to act).
No substantive claim was brought against Sullivan by the plaintiff, and Sullivan was not included in the defendants against whom judgment was entered at the close of trial. Thus, he cannot be included as a defendant on the grounds of any misconduct he may have committed. Furthermore, although the judge's order directed Sullivan to effect the transfer of all the assets and liabilities of Market Basket, Doric Development, and 231 Realty to DSM and Valley, Sullivan is not a director of Market Basket, Doric Development, or 231 Realty, and therefore he cannot take any affirmative steps to accomplish these transfers. The judge's order is therefore ineffective. We conclude that Sullivan should no longer be considered a defendant and should be dismissed from the case.
Both plaintiff's counsel and the judge repeatedly acknowledged throughout the course of the trial that the judge had not been asked to find any liability against Sullivan.
We note that another similarly situated defendant, James Curtis, was dismissed from the case before trial by agreement of the parties. Curtis was legal counsel to the Demoulas companies and a director of both Valley and DSM.
VII. CONTEMPT.
We come now to the separate but related action by the defendant DSM challenging a civil contempt judgment entered against it in Superior Court. In April, 1990, when the plaintiff and his family commenced the stock transfer and shareholder derivative actions, they also filed a motion for a temporary restraining order to enjoin the defendants DSM and Valley from transferring corporate assets or making any payments to the other defendants. In May, 1990, the defendants proposed, and the plaintiff and his family accepted, an agreement under which the plaintiff and his family withdrew their motion and the defendants agreed not to transfer any assets or pay any sum to any of the other defendants, their affiliates or family, except "in the ordinary course of business" or on proper notice. In February, 1991, the plaintiff became aware that DSM had purchased from Market Basket, Inc., the assets of the Market Basket Produce division and, having concluded that this transaction was outside the ordinary course of business, he then filed a motion for a preliminary injunction, seeking to convert the agreement between the parties into an order of the court. After a hearing, a judge in the Superior Court determined that DSM had violated the agreement, and in March, 1991, a preliminary injunction was entered that incorporated the language of the agreement and enjoined DSM from transferring any assets or paying any sum to any of the other defendants, their affiliates or family, except "in the ordinary course of business" or on proper written notice. DSM is a Subchapter S corporation under 26 U.S.C. § 1362 (1994), and uses the pass-through method of distributing earnings to its shareholders. In the fiscal years 1989, 1990, and 1991, the directors of DSM voted to distribute to its shareholders a portion of its corporate earnings sufficient for each to pay his or her Subchapter S taxes. The DSM directors voted to retain the remainder of the earnings to fund possible future expansion.
The injunction prohibited DSM from:
"transferring any assets to any of the other defendants or their affiliates or family members and from paying any sum to any of the other defendants or their affiliates or family members except (i) in the ordinary course of business (ii) or upon ten days prior written notice hand-delivered to the plaintiff, identifying the assets proposed to be transferred out of the ordinary course of business, or payment proposed to be made out of the ordinary course of business, the proposed transferee or payee, the consideration for such transfer or payment and the purpose of such transfer or payment."
In December, 1991, DSM issued promissory notes to its shareholders for the undistributed earnings from 1989, 1990, and 1991, totalling $68.5 million. The notes had maturity dates beginning in December, 1996. Between October 1, 1992, and December 11, 1992, DSM directors voted to prepay these promissory notes together with accrued interest. In January, 1993, the plaintiff filed a civil contempt action charging DSM with violating the terms of the preliminary injunction. After a hearing, another Superior Court judge determined that DSM had violated the preliminary injunction by prepaying the promissory notes, thereby "dissipat[ing] the available assets intended to be preserved by the [previous court] order." The judge ordered DSM (1) to pay the costs and attorney's fees incurred by the plaintiff in bringing the contempt action, and (2) to hold the sum of $68.5 million in escrow for distribution after the final resolution of the litigation between the parties or until further order of court.
DSM challenged the contempt judgment in two motions that were denied. DSM then appealed. We granted DSM's application for direct appellate review and consolidated the appeal with the appeal in the principal case. In its appeal, DSM contends that the contempt judgment was in error because, as matter of law, (1) the injunction did not constitute a clear and unequivocal command prohibiting the issuance and prepayment of the promissory notes, and (2) the evidence was insufficient to show a clear and undoubted disobedience of the court's order. DSM also argues that the plaintiff should have been precluded from challenging the prepayment of the promissory notes by the doctrine of laches because he had received, read, and understood the notes when they were first issued. DSM also argues that, even if the contempt judgment was proper, the plaintiff should not have been awarded attorney's fees and costs. We reject these arguments.
A. The injunction. We review the judge's findings of fact and conclusions of law under the standard of review set forth in Part II of this opinion. We conclude that in all areas, fact and law, the judge's decision withstands scrutiny.
1. Clear and unequivocal command. DSM argues that the contempt judgment was in error because the injunction did not contain a clear and unequivocal command prohibiting DSM from distributing its retained earnings to its shareholders. To find a violation of an injunction sufficient to justify an order of contempt, there must be a "clear and unequivocal command and an equally clear and undoubted disobedience" (citation omitted). Nickerson v. Dowd, 342 Mass. 462, 464 (1961). DSM asserts that the phrase in the injunction, "ordinary course of business," is not sufficiently clear and unequivocal. We do not agree.
Civil contempt is a means of securing for the aggrieved party the benefit of the court's order. See Godard v. Babson-Dow Mfg. Co., 319 Mass. 345, 347 (1946). It can be used as an enforcement mechanism only if the underlying order is sufficiently clear, so that the party to be bound is provided with adequate notice of the required or prohibited activity. See Warren Gardens Hous. Coop. v. Clark, 420 Mass. 699, 701 (1995); Gleed v. Noon, 415 Mass. 498, 500 (1993); Department of Pub. Health v. Cumberland Cattle Co., 361 Mass. 817, 831 (1972). Injunctions have been deemed ambiguous where the scope of the order has been defined by terms subject to judicial discretion. See Warren Gardens Hous. Coop., supra ("adequate" supervision not clear and unequivocal notice); Pendoley v. Ferreira, 345 Mass. 309, 310, 314 (1963) (injunction referring to "unreasonable manner," "material interfere[nce]," and "reasonable enjoyment" rejected as too "generally phrased"); Smith v. Atlantic Props., Inc., 12 Mass. App. Ct. 201, 210 (1981) ("reasonable dividend at the earliest practical date" insufficiently clear and unequivocal to justify enforcement by civil contempt proceedings). Where a court's order lacks a critical term or contains an error, a finding of civil contempt is inappropriate. See Hinds v. Hinds, 4 Mass. App. Ct. 63, 66-67 (1975); Donnelly v. Glacier Sand Stone Co., 2 Mass. App. Ct. 368, 369 (1974); Schlichte v. Schlichte, 2 Mass. App. Ct. 862 (1974). We have also refused to hold a defendant in contempt if, in order to do so, the scope of the underlying order would be expanded beyond its plain meaning. See Peggy Lawton Kitchens, Inc. v. Hogan, 403 Mass. 732, 734-735 (1989).
The injunction prohibited DSM from "transferring any assets to any of the other defendants or their affiliates or family members and from paying any sum to any of the other defendants or their affiliates or family members except . . . in the ordinary course of business." The only term in this order that could even be considered to be subject to judicial discretion is the term "ordinary." We accept Chief Justice Rugg's straightforward characterization of this term: "Scarcely any word has a more common and approved usage in the speech of mankind than `ordinary.' It means the usual, common, general customary. It signifies the opposite of rare, uncommon, exceptional, extraordinary, unusual." Higgins's Case, 284 Mass. 345, 353 (1933) (Rugg, C.J., dissenting).
The clarity and common sense reflected in Chief Justice Rugg's definition is not dissipated by its inclusion in a dissent to the court's opinion.
DSM contends that the phrase "ordinary course of business" is not sufficiently clear and unequivocal to form the basis for a contempt order, because activities in the "ordinary course" differ from business to business. However, where the enforcement of the underlying court order is not dependent on terms subject to judicial discretion, a mere dispute over the legal meaning of certain terms in the injunction does not render it unenforceable. We have upheld findings of contempt where the court order, although subject to some legal interpretation, has nonetheless placed the party bound by the order on notice that certain actions could constitute the basis for contempt. See Allen v. School Comm. of Boston, 400 Mass. 193, 194 (1987) (contempt proper where defendant had no reasonable basis for doubting meaning of judge's order); Labor Relations Comm'n v. Boston Teachers Union, Local 66, 374 Mass. 79, 89 (1977) (contempt appropriate where plain meaning of terms put defendants on notice that certain acts would be basis for contempt citations); Coyne Indus. Laundry of Schenectady, Inc. v. Gould, 359 Mass. 269, 275-276 (1971) (dispute over meaning of terms in restraining order insufficient to render order ambiguous); Nickerson v. Dowd, 342 Mass. 462, 464-465 (1961) ("lawful" operation of business, while confusing term, nonetheless sufficient basis for contempt proceedings). Here, the order was not ambiguous as to the proscribed activity and served to put DSM on notice that payments to other defendants or family members could subject it to citations for contempt. We conclude that, although the application of the phrase "ordinary course of business" requires some legal interpretation, the injunction was not so ambiguous a command as to be incapable of being enforced through a contempt order. See Labor Relations Comm'n, supra.
2. Clear and undoubted disobedience. In order to constitute contempt, there must be, in addition to a clear and unequivocal command, an "equally clear and undoubted disobedience." Nickerson, supra at 464. DSM argues that, even if the injunction was a clear and unequivocal command, the order was not violated, because the prepayment of the promissory notes represented the distribution of the balance of corporate earnings, an event that had taken place previously in DSM's history as a Subchapter S corporation, and was therefore within the ordinary course of business. We disagree.
In order to determine whether the transfer of undistributed earnings by DSM in late 1992 was in the "ordinary course" of its business, we must adopt a benchmark against which DSM's actions can be measured. The judge found, and DSM does not dispute, that the injunction was clearly designed to preserve DSM's corporate assets pending the outcome of the ongoing litigation. As such, the prepayment of the promissory notes is analogous to similar advance payments in bankruptcy law, and the definition of "ordinary course of business," as developed in bankruptcy preference law, is therefore useful to our analysis. Under bankruptcy law, a transfer of funds will be allowed if it was made in the ordinary course of business between the debtor and the transferee. 11 U.S.C. § 547 ( c) (2)(B) (1994). The purpose of this exception is to allow a business subject to the restrictions of the bankruptcy law to continue normal operations, including making payments to employees, suppliers, and others for operating expenses or credit transactions. Matter of Ullman, 80 B.R. 101, 102 (Bankr. S.D. Ohio 1987); In re Vunovich, 74 B.R. 629, 631 (Bankr. D. Kan. 1987). By contrast, a transfer of funds made outside of the normal course of business is considered a preference and is avoidable. See In re Miniscribe Corp., 123 B.R. 86 (Bankr. D. Colo. 1991). The use of the term "ordinary" in bankruptcy law is meant to assure that neither a debtor nor a creditor does anything abnormal to gain an unfair advantage over other creditors. In re Economy Milling Co., 37 B.R. 914, 922 (Bankr. D.S.C. 1983). A court reviewing transfers under § 547 considers the prior course of dealing between the parties, together with the amount, timing, and circumstances of any payments. Matter of Ullman, supra at 103. In re Vunovich, supra.
By a similar analysis, if DSM prepaid the promissory notes in the course of its normal, day-to-day business operations, then its action was within the ordinary course of its business and not in violation of the injunction. See Hart v. Brierley, 189 Mass. 598, 601 (1905). If, however, the payment was untimely, in an unusual form, in an unusual amount, or for a transaction that was unusual between the parties, then it was not "ordinary" and violated the restraining order imposed by the court. See Matter of Ullman, supra at 103, and cases cited; In re Vunovich, supra, and cases cited. See also Hart, supra at 601-602 (timing and size of transactions are factors in determination that transaction was not in ordinary course). Whether particular transactions are made in the ordinary course of business is a question of fact. Hart, supra at 601.
The judge found that DSM deviated from its ordinary business practice when it paid out $68.5 million in undistributed earnings, representing three years' worth of accumulated earnings, during a ten-week period in late 1992. While the distribution of one hundred per cent of earnings had occurred previously in the history of DSM as a Subchapter S corporation, the judge found that the imposition of the injunction necessarily altered this practice because the clear purpose of the order was the preservation of corporate assets. Thus any extraordinary payment of funds, other than those ordinarily paid to the shareholders to meet their tax obligations, was in violation of the injunction. The judge further found that the size, timing, and circumstances surrounding the payment were not typical of the course of dealing between DSM and its shareholders. There was adequate evidence to support the factual findings of the judge. DSM has not met its burden of convincing us that these factual findings are clearly erroneous.
Because we conclude that the appropriate measure of ordinary course of business is found in the pattern of activity between DSM and its shareholders, we do not address DSM's separate assertion that such payments are not unusual in the ordinary course of Subchapter S corporations generally. We do note that, while DSM may have been able to show that other Subchapter S corporations prepay promissory notes to their shareholders, thereby distributing one hundred per cent of their earnings, DSM has offered no evidence to support the contention that a Subchapter S corporations's payment of three-years' worth of undistributed earnings within a ten-week period, while operating under an injunction such as this one, is a general, customary or usual occurrence.." Coyne Indus. Laundry of Schenectady, Inc., supra at 275. See also Labor Relations Comm'n, supra at 91 (parties subject to restraining order "should have assumed the initiative to make certain that their conduct did not violate the terms of the court order"). If DSM, whose original letter of agreement was adopted by the court as its order, was confused as to what sort of payments could be considered "in the ordinary course of business," it could easily have sought clarification from the court before prepaying the promissory notes. We conclude that the prepayment of the promissory notes was in clear and undoubted disobedience of the injunction against DSM.
DSM argues that omissions or ambiguities in the order should be resolved in favor of the individual charged with contempt. See 11A C.A. Wright, A.R. Miller, M.K. Kane, Federal Practice and Procedure § 2955, at 310 n. 9 (2d ed. 1995). As discussed above, we do not see the phrase "ordinary course of business" as ambiguous. Further, DSM drafted the letter of agreement that was adopted as the order. Ambiguous language in an agreement is to be construed against the drafter of the agreement. Massachusetts Turnpike Auth. v. Perini Corp., 349 Mass. 448, 454 (1965).
B. Laches. The judge found that the prepayment of the shareholder notes in late 1992 constituted either a transfer of assets by DSM to the defendant shareholders or the payment of sums by DSM to the defendants outside of the ordinary course of business. DSM challenges part of this finding and argues that the transfer of assets occurred when the promissory notes were issued in December, 1991, and that the failure of the plaintiff to file suit at that time resulted in an unreasonable and prejudicial delay. The judge found that the cause of action did not accrue until the plaintiff began to receive his portion of the prepayments in October, 1992, and determined that the four-month delay between that receipt and the filing of the instant action was not an unjustified, unreasonable, or prejudicial delay. See Srebnick v. Lo-Law Transit Mgt., Inc., 29 Mass. App. Ct. 45, 49 (1990), citing, e.g., Stewart v. Finkelstone, 206 Mass. 28, 36 (1910). A defendant must show prejudice or disadvantage to sustain a defense of laches. Security Nat'l Bank v. General Motors Corp., 345 Mass. 434, 441 (1963). The judge found no such prejudice or disadvantage. We agree and conclude that the plaintiff's contempt action was not barred by laches.
We would reach the same conclusion even if the issuance of the promissory notes was determined to be a triggering event. The delay of thirteen months between the issuance of the last promissory note and the institution of the suit was not prejudicial to the defendant. Further, even if a transfer of assets occurred at the time that the notes were issued, the injunction was violated anew upon the "pay[ment] of [a] sum" to the defendants without proper notice when the promissory notes were prepaid in late 1992.
C. Attorney's fees. The judge awarded the plaintiff attorney's fees and costs. As matter of law, the awarding of attorney's fees and costs is an appropriate element of a successful civil contempt proceeding. See Coyne Indus. Laundry of Schenectady, Inc., supra at 277; Lyon v. Bloomfield, 355 Mass. 738, 745 (1969); Giannetti v. Thomas, 32 Mass. App. Ct. 960, 961 (1992). The purpose of civil contempt proceedings is remedial. United Factory Outlet, Inc. v. Jay's Stores, Inc., 361 Mass. 35, 37 (1972), quoting McComb v. Jacksonville Paper Co., 336 U.S. 187, 191 (1949). Attorney's fees and costs in a contempt proceeding are the court's means of compensating the plaintiff for legal expenses and costs incurred as a consequence of the defendant's violation of the court order. Giannetti, supra. This award is proper regardless of whether the court has considered the violation of the underlying order to be wilful, and it is within the court's discretion to formulate a remedy in a civil contempt proceeding. Grunberg v. Louison, 343 Mass. 729, 736 (1962). Godard v. Babson-Dow Mfg. Co., 319 Mass. 345, 347, 349-50 (1946). Giannetti, supra.
According to the record before us, the judge has not yet fixed the amount of fees and costs to be awarded to the plaintiff.
DSM challenges the award of attorney's fees and costs on a number of bases, including the failure of the judge to find that the violation of the injunction was wilful or to assess any fines, and DSM's contentions that the plaintiff did not suffer any damages from the violation and that the injunction was ambiguous. All of these arguments are unpersuasive under the cases cited above. DSM's final argument, that the plaintiff is not entitled to attorney's fees and costs because he was not the prevailing party on all counts, must fail as well. While there originally were three counts in the contempt complaint, only one judgment was rendered, and it was in favor of the plaintiff. "Where but one judgment is rendered in the action the prevailing party is the one in whose favor that judgment is entered." Smith v. Wenz, 187 Mass. 421, 425 (1905). The judge's award of attorney's fees and costs to the plaintiff was proper.
Counts II and III of the original contempt complaint were dismissed because the judge found that the order upon which these claims were based had expired prior to the defendant's acts.
VIII. DISPOSITION.
The shareholder derivative action is remanded to the Superior Court for such further proceedings as may be necessary in order to calculate credits that may be due to any of the defendants for investments and tax payments as more specifically described in Part VI of this opinion. Thereafter, an appropriate supplemental judgment is to be entered which establishes any credits found by the judge, dismisses D. Harold Sullivan from the action, and removes the requirement that Sullivan reimburse DSM and Valley for his attorney's fees and costs. The existing amended judgment is to stand beside the supplemental judgment for purposes of ultimate enforcement of the relief granted in the shareholder derivative action. The judgment in the contempt action, including its award of attorney's fees and costs, is affirmed.
So ordered. | https://casetext.com/case/demoulas-v-demoulas-super-markets-inc-1 | 2020-10-19T22:23:48 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
Are You KIDDING ME?
Boomer Judy checks the casting notices daily. Blood pressure medication is required.
WAIT. WHAT?
“there will be no sitting positions this year. All staff must be okay with standing the entire time.”
OOOOOOOH, of course! THAT explains the seemingly random age cap on this one.
Usually, the rude and ridiculous age limit is a round number, and I’ve been recently BOOMERJUDY-ING (yes, it’s a verb, a gerund, for you grammar freaks) the usual nonsense of limiting the age of perfectly capable AND EXPERIENCED actors at 50, or if the gatekeepers are in a more expansive mood — or possibly speeding down a highway checking out the MPH — 55. Yesterday I railed against a post that decided no one over the age of 40 could possibly be qualified to act in their non-union, non/unprofessional project. But what’s with the 53? Does something suddenly happen to the human body on the 54th birthday that I don’t know about? And most importantly, did it happen to me? Without my knowledge, let alone consent?
Look, I’m not suggesting that the inexorable (but arguably somewhat correctable) pull of gravity doesn’t pick up speed right around that time, but geez, that’s a bit specific, isn’t it?
Back to the weird ad: the event they want to staff with the “53 and under” crowd is for a “high-energy indoor sporting event,” so the AA (ageist a-hole) might suggest that’s why they picked that number (still random, ffs!) but this is for STAFF, not participants.
Okay. They then explain (probably as a way of justifying their ageism) that whomever they hire will have to stand throughout the event. Ergo, anyone born before March, 1965 does not have the ability to remain vertical throughout the entire course of this “high energy sporting event”
Look here: the event is actually going to “benefit rare cancer research!”
Elementary, Emma Watson! The rare cancer hits on the 54th birthday in the knees, preventing cronies from standing! NO! Because according to Ms. Welsh (I buried the name here, tee hee) no one over the age of 53 need apply, so that means it’s not a rare cancer. BUT, since it’s a charity, I’m going to ask some of my close friends if they’d like to help at the event, you know, the way celebs like to do.
[5 MINUTES LATER] GUESS WHAT? THEY ALL SAID, “YES!” MY WHOLE SQUAD said they’re delighted to help out at this exciting high energy sporting event benefiting rare cancer research, because they are charitable, philanthropic and they all have gorgeous new designer duds they’re dying to twirl around in! It’s a win-win! And hang on, Shellie, I saved the BEST for last! GUESS WHO has agreed to be a SUPER SPECIAL GUEST? Okay, wait. I’m over excited. First, here are all my besties that are super excited to show up at your super exciting event:
ROLL CALL: Lizzie! SJP! Vivi! & Lil Tea!
OH, NO! SHELLIE! We were just about to order our stretch Hummer Limo (cuz if you’re gonna do it, you might as well tear a bigger hole in the ozone, amirite?) and then FOX FORCE FOUR (that’s what they call themselves when I’m flying around fighting ageism) saw that your arbitrary age cap excludes them! They all have the horrible misfortune of no longer being 53, in fact, in a weird coincidence, they’re ALL 54!
And, OH, NO, AGAIN! My super secret special surprise guest who was all ready to show up and bring her ball and chain with her (cuz he stans her just like we do) can’t come either, because she happens to be three years past your arbitrary age limit! Darn it! And the “ironic” part (in the Alanis sense of the word) is that my girl can STAND! On both her feet! For a very, very long time! Despite being so critically past your cap.
Too bad, so sad. But I’m sure you’ll attract a staff of highly professional, attractive and of course most important YOUNG people to work your event. Especially at your (sadly) adequate pay rate of $18 an hour. May you have all the luck with this event you deserve, Shellie, and please consider from now on not putting a limit on the age and instead using a plus sign after the lowest age like this: 18+. It’s that simple! And it’s SMART, GODDAMMIT, not just because Boomers are constantly discriminated against, making it close to impossible to find work when we need it most, but also so you don’t have to suffer the Wrath of Boomer Judy!
Now I have to go call my other bestie and tell her that you won’t let her work your event because she’s too old. How sad she’ll be. But that’s okay. She’s got other stuff to do. | https://cassandralawndarts.com/category/ageism-is-ugly/ | 2020-10-19T22:21:55 | CC-MAIN-2020-45 | 1603107866404.1 | [
[
"https://cassandralawndarts.files.wordpress.com/2020/03/img_4514.png?w=1024",
"A moment's thought would be all it would take to realize you're insulting a huge slice of potential buyers. Asshole."
]
] |
Bitcoin and the Blockchain are perhaps the most hyped technology today, rivalling even Artificial Intelligence for extreme predictions and outrageous claims. We need to talk about the ecology.
Bitcoin is a cryptographically-backed, anonymous, pseudo-currency invented by the otherwise unknown Satoshi Nakamoto. It has a dollar value because it is traded on the market, as can be seen here. It is used to trade in everything from lattes to guns, and is always free of jurisdictional monitoring and hence taxation. In other words it enables criminal transactions. The value of Bitcoin has grown quite predictably since its creation. This is not my main problem with Bitcoin.
The Blockchain, on which Bitcoin is built, is a hideously inefficient means of computing a tally of transactions. There are many superb descriptions of how it works, such as the following:
It is sometimes perceived as an intellectually-elegant formulation, provably sharing a settling of a kind of account. However it costs too much. Picture a train of carriages. There is a first carriage, normally with an engine. Other carriages may be attached to this engine. Any human can get on and off the system of carriages at any time, by adding their own carriage, and may insist that everyone else who ever entered a carriage witness this, mathematically, by adding each carriage to their own description of where the carriages are positioned in the train. This is a huge computational load on all the witnesses.
This is the fundamental purpose of the blockchain. It provides a mathematically sound proof that a certain computational task has been performed and does it in such a way that it can be demonstrated by anyone else in the chain.
While the asymptotic nature of Bitcoin is implied in the above it makes sense to put this in context. An asymptote is a limit to which a function can computationally approach. In Mathematics we can use purely analytical techniques to describe the overall behaviour of such functions, indeed these techniques are fundamental to the theory of Calculus. When we have to determine the stepwise approximation numerically matters can become quite complicated and require significant time and effort.
An example of this asymptotic approach, though not necessarily the most correct, is the value of the fundamental constant Π. We learn in school that Π has a value of roughly 3.14, and this suffices for schoolroom exercises. Archimedes created techniques that foreshadowed Newtonian calculus by over a thousand years in his ingenious calculation of this transcendental number‘s digital expansion. We can now determine Π to billions of places of precision, but we will never know it as accurately as its simplest formulation: the area of a circle is Π times the radius squared. In other words, the idea of Π as a proportion is vastly more accurate than any numerical approximation. Bitcoin utilises this asymptotic approach to guarantee that the number of Bitcoins it is possible to calculate has an upper bound of 21 million, and that it gets proportionally harder to do so.
Most, though not all, contemporary encryption relies on one simple and strange fact: it is vastly easier to multiply two prime numbers to get another number than it is to do the reverse. Thus it is easier to multiply 5 and 13 to get 65 than it is to analyse 65 to determine what two prime are its divisors. This gets harder the bigger the number. Why this is so is deep and suggestive and still not properly understood. Indeed the study of prime numbers is perhaps the single greatest motive for the entire subject of Mathematics. They are bizarre, profound, and remarkably useful, far past their role in encryption. In particular Bitcoin, via the Blockchain, uses the very well studied SHA-256 hash function.
As a result all the theoretical constraints outlined above and elsewhere, Bitcoin is inefficient. Like a giant out-of-control paper clip machine it now requires more energy per month for it’s computations than the Republic of Ireland’s. This is a clear signal we are not communicating effectively with regard to distributed proof-of-computational-work schemes. Indeed the very mention of schemes calls the work of Alexander Grothendieck to mind. He would regard this as no soaking of the walnut. (He preferred not to crack a walnut of a problem using advanced techniques but soak it instead in his understanding, so that it might be peeled apart with the fingers of his mind and thereby yield much deeper understanding).
And now we come to the real problem of Bitcoin. It is trying to solve the wrong problem. We have long suffered the Identification/Authentication/Authorisation problem. Even DNA analysis, which can be very accurate, takes significant effort to compute. Adding a requirement of secrecy to this, while constrained by modern understandings, imposes unacceptable computational cost.
Bitcoin solves the wrong problem, badly. We can and will do better, by using more sophisticated Mathematics, to develop more efficient distributed proof of work.
Right now there are far too many exploitative people working in Finance, Computer Science, and even alternative Politics, who are jumping on the Blockchain Bandwagon, and encouraging others to do likewise because they can profit, monetarily, through their comparative sophistication.
Put it another way, no working mathematician I know recommends Bitcoin, yet every single one recommends the study of Number Theory. Who do you trust more? Financiers or Mathematicians?
Eoin Tierney is the Science editor of Cassandra Voices. | https://cassandravoices.com/uncategorized/bitcoin/ | 2020-10-19T21:53:25 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
Osteopathy and pregnancy
Oste body.
Common pregnancy complaints
Many pregnant women experience back or pelvic pain. Common symptoms may include:
- generalised muscular back pain
- symphysis pubis dysfunction - pain or discomfort in the joint at the front of the pelvis
- sacro breastfeeding mother. Osteopathy offers an alternative approach to help you deal with these common conditions. | https://castlestreetclinic.net/osteopathy-and-pregnancy | 2020-10-19T20:48:04 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
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If you have any comments, suggestions or questions, please contact us on email enquiries@castletown.com.au, by letter to: The Property Manager, McConaghy Retail Pty Ltd, GPO Box 5267, Brisbane Qld 4001 or by phoning our Property Manager on 07 3002 0100. | https://castletown.com.au/terms-and-conditions/ | 2020-10-19T23:19:56 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
Welcome to my Architecture portfolio page. I love to see design and beauty within Architecture along with symmetry and style.
I’m lucky enough to live in Edinburgh. The city has such amazing structures I hope you can see that within the shots I have added to this collection.
I have included a photomontage of my Alphabet Project. I undertook this over the summer of 2017 where I gave myself the challenge to find each letter of the alphabet within the everyday world. Some letters were certainly much harder to find than others! If you would like to see the descriptions that go with each letter, please head over to my Facebook page where you can see each shot individually at facebook.com/cateblythphotography/.
There are a number of reflection photographs included in this Architecture portfolio. I love to see the mirror reflections, be it from the sky, a body of water or even from windows, I think it adds a different dimension to the photo.
So, will these photographs make you stop and contemplate? | https://cateblythphotography.co.uk/about-me/architecture/ | 2020-10-19T21:33:44 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
.
Month: November 2019
Ctice the expression SNP is made use of relatively loosely. Such as, solitary foundation variants
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Novel dilemma.ConclusionWhile researchers disagree as to irrespective of whether highfidelity imitation is necessary for cumulative
Novel dilemma.ConclusionWhile researchers disagree as to irrespective of whether highfidelity imitation is necessary for cumulative culture, there’s a common consensus that cumulative culture demands both the creation (problemsolvinginnovation) and social transfer (social studying) of others’ responses and information (Tomasello et al Boyd et al Dean PubMed ID: et al Lewis and Laland, Legare and Nielsen, in press).But, to date, these research concerns happen to be explored independently of one particular an additional, with study focusing on children’s capacity to innovate or imitate in problemsolving tasks separately (e.g Cutting et al , Beck et al).1 purpose for this being that when innovation has been conceptualized as an asocial individuallearning procedure (Ramsey et al), imitation is believed of because the quintessential social understanding mechanism (Over and Carpenter,).This dissociation, on the other hand, has been challenged by metaanalyses displaying that there is a robust association involving social understanding and problemsolving or innovation (Reader et al) and by computational models demonstrating that both highfidelity imitation together with the combination of others’ actions (i.e innovation by mixture) most effective predicts cumulative culture (Lewis and Laland,).Here, we sought to empirically discover whether at the least one sort of problemsolvinginnovation by mixture (Lewis and Laland,)could be DS16570511 Biological Activity achieved by imitation.Outcomes showed that preschool age youngsters effectively opened a novel problem box by combining two unique actions demonstrated by two distinctive models, a process we refer to as summative imitation.Even though previous research have described young youngsters as “cultural magnets” (Flynn,), the psychological mechanisms supporting and furthering cultural evolution are extremely much in doubt (Caldwell and Millen, Call and Tennie, Heyes,).Offered the results reported right here, we would like to additional the hypothesis that the ease and fidelity with which young young children combine info across modelssummative imitationmay serve as a mechanism for cultural evolution by propagating and producing novel solutions to challenges that in some contexts may well bring about actually novel innovations.
By , Facebook had more than .bn month-to-month active users (Sedghi,) and LinkedIn had more than million monthly active customers (Quantcast,).Furthermore, it truly is estimated that half of British adults at present browsing to get a relationship have utilised on-line dating (YouGov,).Considering the fact that every single of those types of on line knowledge regularly involves seeing photographs of strangers’ faces and forming impressions with the persons depicted, it could be helpful to know how initial impressions are derived from facial photographs.This really is specially crucial provided the reallife consequences of such very first impressions.As an example, impressions of trustworthiness from facial photographs predict online economic lending choices (Duarte et al Yang,), facial impressions of competence predict voting alternatives (Todorov et al Antonakis and Dalgas,), and facial impressions of attractiveness affect hiring and promotions (Gilmore et al Lutz, Hochschild and Borch,).Not too long ago, researchers have started to model the structure underlying facial initially impressions.In specific, Oosterhof and Todorov employed a principal components evaluation to lessen trait judgments created to images of faces into two dimensions.The first dimension corresponded most closely to trustworthiness judgments, and seemed to become specifically driven by emotional expression.The second dimension corresponded most closely.
Ntributes to determining if a certain moment throughout the trauma are going to be later
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Iture for GSH import.5 The absence of protecting histones, incomplete DNA repair service mechanisms, along
Iture for GSH import.5 The absence of protecting histones, incomplete DNA repair service mechanisms, along with the close proximity to ROS creation web page renders mitochondrial DNA (mDNA) sensitive to oxidative hurt, rising the risk of doublestrand breaks and somatic mutations with amplified ROS production [53]. Indeed, a single dose of alcohol proved helpful in inducing large mitochondrial DNA degradation as a result of a ROSdependent pathway [54]. The acute degradation of mDNA is then followed by an overshoot of mDNA synthesis for a compensatory system. However, repeated administration of alcohol (binge ingesting) accrued DNA problems and blocked the adaptive reaction of mDNA resynthesis, resulting in extended hepatic mDNA depletion [55]. mDNA encodes thirteen proteins concerned during the Etc, two rRNA, and all of the tRNA needed for translating the thirteen encoded proteins. Mutations in the mDNA hence may possibly create dysfunctional And so forth complexes, enhance ROS production, and expose the mitochondria to new problems in a 394730-60-0 Formula vicious circle [53]. In truth, mitochondrial DNA depletion and mutation are actually described in people with alcoholic and nonalcoholic steatohepatitis [56, 57]. Acetaldehyde (AcCHO) produced by ethanol metabolism is instantly detoxified by aldehyde dehydrogenase 1 (ALDH1) from the cytosol and by ALDH2 in the mitochondria. Acetaldehyde oxidation to acetate generates NADH and lowers the NAD NADH ratio, perhaps impairing mitochondrial oxidation which needs NAD (Determine two). Persistent liquor administration decreases ALDH action therefore endorsing AcCHO accumulation and inducing adduct development with lipids, proteins, and mDNA [58, 59]. Failure to proficiently eliminate AcCHO exposes mitochondria to protein, lipid, and DNA adduct development these as MDA, 4NHE, and blended MAA adducts [15]. Additionally, 4HNE, a lipid peroxidation derivative, can immediately inhibit ALDH2, hence marketing AcCHO accumulation inside the mitochondrion inside of a endangering loop [60]. Consistently, the inactivating polymorphism ALDH2 2, prevalent in East Asia, confers reduced alcohol tolerance and it is connected with improved danger of gastrointestinal most cancers. Very a short while ago, with the use of a knockin mice harboring the ALDH2 (E487K) mutation, Jin and colleagues recapitulated the ALDH2 2 human phenotype which include intolerance to acute or persistent liquor administration, impaired clearance of AcCHO, enhanced DNA hurt, and susceptibility to cancer advancement [61]. Lots of of your abovementioned results also implement into the mitochondria of NASH sufferers, that have altered morphology [62, 63], lowered or mutated mDNA written content [57], decreased oxidative phosphorylation [64], and greater ROS manufacturing. Nonetheless, the molecular mechanisms initiating the mitochondrial dysfunction Pub Releases ID: in NASH are various and originate by an amazing induction of mitochondrial oxidation as opposed to its inhibition as in ASH. This is certainly in step with the greater expression of UCP2 noticed from the mitochondria of quite a few obesity and NASH animal types as well as in the enlargement of peroxisomal oxidation uncovered in people. The elevated electron flux by the Etcetera generates oxidative6 pressure, which happens to be strongly associated while using the severity of NASH (Determine 2). Depletion of mGSH happens in NASH animal versions, just like ASH [65], and in NASH individuals which have minimized levels of GSH, SOD, and catalase and elevated protein oxidation, a trademark of improved oxidative anxiety [66]. In theory, concentrating on oxidative anxiety is opportunity therapeutic possibility.
Lineated. Human bone marrow adipocytes have already been described to assist differentiation of CD34 of
Lineated. Human bone marrow adipocytes have already been described to assist differentiation of CD34 of HSCs into myeloid and lymphoid pathways [94]. Accordingly, myelopoiesis was revealed to positively correlate with amplified adipogenesis and lowered osteoblastogenesis in SAMP6 mouse product of aging [46]. An enhancement in hematopoietic and lymphopoietic bone marrow cell populations was also shown in dietinduced obese mice in correlation with amplified marrow adiposity [74]. With the exact same time, 64224-21-1 MedChemExpress lipidfilled adipocytes while in the bone marrow are already linked to repression of expansion and differentiation of HSCs [95, 96] and have been viewed as given that the damaging regulators of hematopoietic specialized niche [1, 97]. This suppressive activity has been mostly attributed towards the minimized production of granulocyte colonystimulating issue (GMCSF) and granulocyte stimulating element (GCSF) and improved secretion of neuropilin and lipocalin2 [96, ninety eight, 99]. Apparently, whilst inhibiting HSC progenitor cells, adipocytes show up to positively have an effect on the primitive HSCs through secretion of adiponectin and TNF [100, 101], a phenomenon proposed to play a job in preserving hematopoietic stem Pub Releases ID: mobile pool even though preventing progenitor growth [96]. In fact, growing old in human beings and mice, a procedure connected with improved marrow adiposity [39, 435], induces myeloidbiased differentiation in HSCs [102], although marketing in general decrease in marrow cellularity [103]. Collectively, these research underline the advanced nature of bone marrow microenvironment and suggest that the hematopoietic surroundings inside the marrow is governed because of the dynamic relationship concerning adipocyte and osteoblast pathways. Myeloid cells are classified as the significant cell form in undifferentiated bone marrow, which give rise to monocytes, macrophages, and granulocytes [36, 104]. Crucial contributors for their growth within the bone marrow are proinflammatory, myelogenic cytokines including interleukin six (IL6) [36, 105]. In truth, IL6 is one of the bone marrowderived inflammatory genes whose expression is extremely upregulated, coupled with IL1 and TNF in mice fed highfat diet program [63]. All a few of those cytokines are really present in adipose tissue and possess been related with weight problems, adipose tissue dysfunction, and metabolic dysregulation [10608]. They’re also regarded mediators of osteoclastogenesis and bone resorption, predominantly by means of the regulation with the RANKLRANK osteoprotegrin (OPG) pathway [53, 109]. Blocking TNF or IL1 action in ovariectomized mice attenuates osteoclast development and helps prevent subsequent osteolysis with the bone [110], and neutralizing IL6 cuts down IL1driven bone degradation [111]. It has been documented that sufferers with periodontitis, pancreatitis, inflammatory bowel disorder, and rheumatoid arthritisdriven long-term swelling exhibit accelerated bone resorption and bone loss [53]. Greater circulating amounts of IL6, TNF, and Creactive protein (CRP) have already been demonstrated to positively correlateCancer Metastasis Rev. Creator manuscript; available in PMC 2014 September 04.Hardaway et al.Pagewith hip fracture hazard in aged guys and ladies [112], final results even more underlining the hyperlink among proinflammatory functions and dysregulated bone reworking.NIHPA Writer Manuscript NIHPA Author Manuscript NIHPA Writer Manuscript2.5 Adiposity and bone marrow irritation: the part of CCL2COX2 axis Just one in the vital myoelogenic molecules during the bone marrow can be a Cmotif chemokine ligand 2 (CCL2, MCP1) [36, 105], a very low molecular fat monomeri.
With the bigger airways .Nonetheless, FRCpleth also can overestimate lung volumes in individuals who pant
With the bigger airways .Nonetheless, FRCpleth also can overestimate lung volumes in individuals who pant at a frequency Hz or these with extreme airflow obstruction .3 to five trials of panting at the suitable frequency and stress need to be obtained, which will result in a Imazamox web series of straight lines that are just about superimposed on one yet another around the plot of plethysmograph pressure versus mouth pressure..No less than three values of FRCpleth calculated employing the slope on the line within the plethysmograph versus mouth stress plot which are within of each other need to be obtained and also the mean worth must be reported .Soon after demonstrating the test, the patient is instructed as follows I will be closing the door around the box for the next test.Please start with standard breathing together with your hand pressing gently in your cheeks.I’ll then close a shutter and cut off your air to get a handful of seconds.While the shutter is closed I want you to gently pant.(Note we demonstrate the right panting frequency for the duration of our instruction).When the shutter opens up once more, you can go back to typical breathing.You do not need to attempt extremely challenging with this test at all.Tiny, small pants back and forth is all I want.Because the patient is performing the test, the RRT sitting outside the box coaches the patient on their PubMed ID: approach.It is actually easiest to execute the tests serially with out opening the box door and altering the temperature inside; on the other hand, the door may must be opened for the patient’s comfort.Sufferers may pant as well rapid or too slow, or pant with also little or an excessive amount of volume.They may pant `asymmetrically,’ with one part of the pant (either inhalation or exhalation) performed appropriately but the other part of the pant performed incorrectly.Alternatively, individuals may be also anxious or claustrophobic to sit inside the box.To coach panting in the acceptable frequency, some use a metronome .We move our hands back and forth to demonstrate the appropriate panting frequency and use the force of our hand motions to signal the usage of additional or less panting volume.For individuals who’re unable to sit inside the box in spite of our reassurances and coaxing, we execute an N washout (FRCN) to receive FRC.FRCn The FRCN uses an opencircuit program in which the patient breathes O for numerous minutes until the volume of exhaled N is washed out with the lungs .A minimum of one particular test have to be obtained.If the patient is on supplemental O, they need to be off this for at the least min ahead of the test .Right after demonstrating the test, the patient is instructed as follows Please just breathe typically throughout this test.You are breathing via a regulator so it can feel a little like you might be breathing by means of a straw.When I switch you over for the oxygen provide, you could possibly hear a `click’ as the valve opens.The test will take a handful of minutes, so please do not take the mouthpiece out of the mouth.Your mouth might get dry and it may be difficult to swallow although working with the mouthpiece.Please make sure that your lips are sealed tightly and your nose clip is on correctly.Should you have to have to take a larger breath, which is OK.I will let you know when the test is over.Can J Respir Ther Vol No SummerCheung and CheungPatients may possibly fail to seal their mouth fully around the mouthpiece, and any increase in N indicates a leak that may be, the patient has inadvertently inhaled atmospheric N and subsequently exhaled it in to the collected gas.Within this case, the test should discontinued and repeated immediately after about min .This test only measures gas tha.
Antibodies from Cell Signaling Technologies (CS; Danvers, MA), Santa Cruz Biotechnology (SC; Dallas, TX), SigmaAldrich
Antibodies.
Lineated. Human bone marrow adipocytes happen to be reported to assist differentiation of CD34 of
Lineated. Human bone marrow adipocytes happen to be reported to assist differentiation of CD34 of HSCs into myeloid and lymphoid pathways [94]. Accordingly, myelopoiesis was demonstrated to positively correlate with enhanced adipogenesis and decreased osteoblastogenesis in SAMP6 mouse model of ageing [46]. An enhancement in hematopoietic and lymphopoietic bone marrow cell populations was also demonstrated in dietinduced overweight mice in correlation with elevated marrow adiposity [74]. In the exact time, lipidfilled adipocytes during the bone marrow have already been connected to repression of advancement and differentiation of HSCs [95, 96] and also have been viewed as since the destructive regulators of hematopoietic niche [1, 97]. This suppressive action continues to be mainly attributed to the lowered manufacture of granulocyte colonystimulating component (GMCSF) and granulocyte stimulating element (GCSF) and greater secretion of neuropilin and lipocalin2 [96, ninety eight, 99]. Apparently, though inhibiting HSC progenitor cells, adipocytes seem to positively impact the primitive HSCs by means of secretion of adiponectin and TNF [100, 101], a phenomenon proposed to enjoy a job in preserving hematopoietic stem Pub Releases ID: cell pool while avoiding progenitor enlargement [96]. Without a doubt, growing older in individuals and mice, a process involved with enhanced marrow adiposity [39, 435], induces myeloidbiased differentiation in HSCs [102], although marketing all round lower in marrow cellularity [103]. Collectively, these research underline the complex nature of bone marrow microenvironment and counsel the hematopoietic environment inside the marrow is governed with the dynamic connection involving adipocyte and osteoblast pathways. Myeloid cells will be the important mobile variety in undifferentiated bone marrow, which give rise to monocytes, macrophages, and granulocytes [36, 104]. Significant contributors for their growth from the bone marrow are proinflammatory, myelogenic cytokines which include interleukin six (IL6) [36, 105]. Without a doubt, IL6 is one of the bone marrowderived inflammatory genes whose expression is highly upregulated, as well as IL1 and TNF in mice fed highfat food plan [63]. All three of those cytokines are highly current in adipose tissue and have been related with being overweight, adipose tissue dysfunction, and metabolic dysregulation [10608]. They can be also acknowledged mediators of osteoclastogenesis and bone resorption, predominantly by means of the regulation with the RANKLRANK osteoprotegrin (OPG) pathway [53, 109]. Blocking TNF or IL1 exercise in ovariectomized mice attenuates osteoclast formation and stops subsequent osteolysis of the bone [110], and neutralizing IL6 reduces IL1driven bone degradation [111]. It has been documented that individuals with periodontitis, pancreatitis, inflammatory bowel illness, and rheumatoid arthritisdriven long-term inflammation exhibit accelerated bone resorption and bone loss [53]. Improved circulating levels of IL6, TNF, and Creactive protein (CRP) are actually shown to positively correlateCancer Metastasis Rev. Writer manuscript; out there in PMC 2014 September 04.Hardaway et al.Pagewith hip fracture danger in elderly men and ladies [112], effects even further underlining the 1895895-38-1 medchemexpress backlink concerning proinflammatory functions and dysregulated bone transforming.NIHPA Writer Manuscript NIHPA Author Manuscript NIHPA Writer Manuscript2.5 Adiposity and bone marrow swelling: the purpose of CCL2COX2 axis Just one with the key myoelogenic molecules inside the bone marrow is really a Cmotif chemokine ligand two (CCL2, MCP1) [36, 105], a lower molecular body weight monomeri. | https://cathepsin-s.com/2019/11/ | 2020-10-19T20:53:39 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
Yes its been a while since I’ve last posted. And my how things have changed. We have sold our house in Bellevue, WA, moved out of the house in San Antonio, TX (pretty much moved out), and we have built and moved into a house in Austin, TX. The house in San Antonio still has some of our things in it. But we have decided we need more room in the Austin house before we can move the rest of the San Antonio items. So we are going to build a “new garage” in which to house the stuff. You may ask yourself, “why not just get rid of the extra stuff?”. Well, we can’t just get rid of that extra stuff. Its stuff that must be kept, so we are going to build a spare garage in which to put it. So that is the basics of what has changed so dramatically in my life. Now for the blog info. Since the house is on a large lot, almost 2 acres, and we have deer and other critters wandering naturally around, I am having some trouble with plants. As in they are being eaten, some more then others. So I have decided to track my successes and failures of plantings on this blog. And yes, this is subject to change. | https://catsgarden.us/its-been-a-while/ | 2020-10-19T21:43:31 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
$59.99
Our Instagram feeds are filled on the daily with people jet-setting to gorgeous destinations or on high-powered business trips. They never tell you about the cramped middle seats, the uncomfortable hotel beds, the neck and shoulder that get a full workout from overstuffed bags. Luckily for those FOMO-inducing friends we have our Grab & Go Travel Set.
Here’s what’s inside:
Flight delays are stressful. Lost baggage is stressful. These Bears are the perfect travel companion, ready to ease the journey.
A daily serving of CBD in a convenient package, supported by the fruity taste of strawberry terpenes.
A daily serving of CBD in a convenient package, supported by the juicy taste of blueberry terpenes.
Shifting time zones and redeye flights can mess with sleep. Give your traveler the gift of rest with the support of Green Roads’ melatonin-infused Sleepy Z’s.
Long, cramped bus rides. Quick sprints to catch an airplane. This is the perfect topical for whatever the world may throw their way.
Help your Grab N Goer get some sleep mid-flight with this mask and earplug combination.
Rain, what rain? We threw a poncho in there to help keep them dry. | https://cbdkansascity.com/products/grab-and-go-travel-set-cbd-gift-set | 2020-10-19T22:04:06 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
RELIEF Nano CBD Roller | Sunnyside Botanicals
$28.00
7 in stock
10ml / 60mg NANO CBD
DESCRIPTION
Experience powerful relief fast. Unique for its water-based NANO CBD formula, Sunnyside Botanicals’ RELIEF roller penetrates deep into skin and muscle tissue thanks to tiny 16 nanometer CBD molecules that are far more easily absorbed than regular-sized 4000 nanometer CBD molecule clumps found in regular CBD oils.
Readily absorbed and typically 5-10 times as bio-available, NANO CBD can be far more effective than an oil-based CBD. This product is fantastic when it comes to providing fast relief of migraines, menstrual cramps, muscle and joint pain. This roller is perfect for massaging deep into sore joints and other tender spots and doesn’t leave a greasy texture like other CBD balms.
INGREDIENTS
Distilled Water, Arnica Oil, Polysorbate 20, Menthol, NANO-Emulsified CBD, Essential Oils of Lavender*, Eucalyptus*, Camphor*, and Black Pepper*
*Seed to Seal Organic Essential Oils provided by Young Living Canada
WARNING: Avoid Contact with Eyes
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- There are no reviews yet. | https://cbdoildirect.ca/product/relief-nano-cbd-roller-sunnyside-botanicals/ | 2020-10-19T21:57:05 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
ContactThe Valdosta, Georgia, attorneys of Closson, Bass & Tomberlin can help you with your criminal charges, workers’ compensation or Social Security Disability claims. Our experienced lawyers represent people accused of crimes, injured workers and persons with disabilities. Contact us for a free consultation – (229) 244-7171 Name Email PhoneInclude a brief message:Anti-Spam*What is 12+6CommentsThis field is for validation purposes and should be left unchanged. 112 W. Central AveValdosta, GA 31601 PO Box 159Valdosta, GA 31603 | https://cbt-law.com/contact/ | 2020-10-19T21:44:33 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
While we would love to provide your training in person, we have some other great ways to help you learn and enhance your skills remotely.
We Invite You to Join Us for a Virtual Information Session:
Short-term Training for Careers in the Health and Wellness Fields
Wednesday, Oct. 28, 2020 | 6 to 7:30 p.m.
Featured programs:
- Dental Assisting | Massage Therapy | Dialysis Technician | Phlebotomy | Pharmacy Technician | Clinical Medical Assistant | EKG Technician
YOUR and Refund Policy
Make an Appointment to Register In-Person for a Non-Credit Class
Fall 2020.
Grant Programs
- Pathways to Advanced Manufacturing Program
- Career Readiness Soft Skills Pre-Apprenticeship Program
- Industrial Maintenance Technician Pre-Apprenticeship Program
Scholarship Opportunity
Please note: Internet Explorer version 9 or later is the required browser for the online registration system. | https://ccp.edu/academic-offerings/professional-development?mode=default%27A%3D0 | 2020-10-19T22:13:55 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
The Parallels of the Cannabis and Beer Industries
As the “budding” cannabis industry continues to “blossom”, we are beginning to see the industry take shape. It has already begun to morph into something that I believe mirrors the beer industry.
While I can’t bring price into the conversation because I believe that we still have a lot of head way to make in this brand new industry, I can compare the products, which I definitely have more experience with.
Canopy Growth is the ABInbev of the Canadian cannabis market. They both produce massive amounts of a mediocre product, have huge advertising budgets, and cater to casual smokers, less educated in what comprises “high-quality”. Aurora, which has a couple of good strains, would be the MillerCoors of the industry, and I guess I’ll call Tilray, the Sapporo of cannabis, although I have much more experience with Sapporo’s beer than I do Tilray’s cannabis.
What I find fascinating though is that since the cannabis industry was illegal for so long, the small batch producers haven’t had to wait for some craft product explosion to find their niche. There are plenty of smaller growers that are pumping out some mind-blowing and mind-expanding strains that would leave companies like Canopy and Aurora scratching their heads about how they could possibly compare, if only they actually cared.
These smaller growers aren’t all necessarily on the legal market and I don’t recommend someone put themselves in any legal danger, but the quality level isn’t even comparable to the big players and is far more nuanced in flavour, look, smell, taste, and most importantly – the high.
Over time, I’m sure some other companies will pop up, conglomerates will reshape the landscape, and the education level of the general public will increase. When that happens, I hope that the producers in this exciting new industry give the people what they want instead of just growing mass quantities for the sake of profits. | https://ceeyarsblog.com/category/legalization/ | 2020-10-19T21:11:00 | CC-MAIN-2020-45 | 1603107866404.1 | [
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Jo say my list looks much different with twins than when I was expecting my singleton daughter! One of the brand’s on the top of my twin registry list this pregnancy is Joovy. I been fan of their products since my daughter was small and I still have a couple of items from the brand that I used when she was a baby.
Besides selling quality products at a great price, Joovy is known for a high level of service and their emphasis on the importance of family. The brand first started operating as a small family business in 2005, and despite growing internationally they have kept strict control over the production and promotion of their products. You feel this at every level with the Joovy brand and they pride themselves on their outstanding customer service.
Joovy‘s collection of products and accessories has grown to five categories: strollers, feeding, playards, walkers, bikes/trikes/toys and accessories. In these categories, the brand has created some great items for families expecting twins. Two of these, which I placed on my registry list are the Room² and the Twin Roo+ Infant Carseat Frame stroller.
Room²
Their are so many reason why the Room² is awesome for families expecting twins. Most retailers don’t take into account that parents with twins can’t use a standard size playard for long. Not only do twins babies need more room to play, but their combined weight soon outweighs the recommended weight restrictions of the product. With Joovy being so connected with families they became aware of these issues and developed the Room², a playard more suitable to families with twins and children close in age. It offers over 10 square feet of floor space and almost 50% more living space than most playards.
The Room² is made of high quality nylon, heavy duty mesh, steel frame & aluminum tubing. It’s very durable, which makes it good to use with multiples from birth to up to 35″. The design is simple-looking, yet modern and the newly released design of Room² comes with larger mesh windows to provide excellent visibility for your babies. The bottom of the playard is also perfect for letting babies sleep in during the day because it comes with a 100% fitted cotton sheet.
Unlike, many playards parents won’t have to go through the frustrating process of getting it back in its travel bag when the comes to dissemble. Our last playard was a true nightmare when it came to taking down! The Room² only took a couple of minutes to dissemble when I tested it out.
Specifications
- Playard weight: 29.6 lbs.
- Playard Dimensions Folded: 37″H x 10″W x 9.5″L
- Playard Dimensions (set up): 31″H x 39.75″W x 39.75″L
- Maximum Child Height: 35″
To add, the price point on the Room² is very reasonable at $149.99USD. I would be surprised if there is another playard of this quality at the same price in stores at the moment.
Twin Roo+ Infant Carseat Frame stroller.
If you follow my Instagram, you know that my daughter, Ava and I like to stay really busy. We love being out and about with my mom and just doing various things like shopping and spending time together. When the twins get here, I still want to be able to do the things we love one a everyday basis. Understandably, this can be a pretty big challenge for parents of twins. Many twin strollers are huge and bulky. That’s why I’m thankful, Joovy recognized this early on and tried to make transporting two babies less overwhelming with their Twin Roo+ Infant Car Seat Frame stroller.
Believe me when I say their is a reason that the TwinRoo+ is one of the most asked for products by soon-to-be twin parents! If you have searched for a twin stroller you may have noticed it’s very rare to have equal seating for each twin. Additionally, strollers with side-by-side seats often have a hard time getting through doors. The Twin Roo+ solves these problem! It allows babies to sit in the same or opposite direction in their infant car seats so you can give ultimate attention to both babies without the stroller handle or second car seat getting in your way. It’s also easy to get through doors!
Specifications
- Open Size: 41.5 x 42 x 26 in
- Folded Size: 47.75 x 26 x 10.25 in
- Stroller Weight: 21.6 lbs
- Max Weight: 70 lbs (35 lbs each)
The frame of the Twin Roo+ is not heavy like twin strollers and it easily folds with one hand (with the carseat adapters in place too). Despite not being a full sized twin stroller, it comes with strong front swivel wheel locks, rear wheel brakes, and front wheel suspension. It also has a large parent tray that can hold up to four beverages and a storage basket big enough for a large diaper bag, blankets, toys, and more!
The TwinRoo+ has adaptors for a wide variety of carseat brands. No a lot of stroller companies offer that option, and I love it! The car seat adapters are easy to install with a snap and have a “click-in” functionality with your car seats. To note, the adapters are sold separately and are brand specific.
Car Seat Compatibility
- Britax® B-Safe
- Britax® B-Safe 35
- BOB® B-Safe
- Chicco® KeyFit 30
- Graco® SnugRide® Click Connect 35
- Graco® SnugRide® Click Connect 40
- Maxi-Cosi® Mico
- Maxi-Cosi® Mico AP
- Maxi-Cosi® Prezi
- Cybex Aton
- Cybex Aton 2
- Cybex Aton Q
- Peg Perego® Primo Viaggio 4-35
- UPPAbaby® MESA
Visit the Joovy website to learn more about their other twin strollers and products perfect for your registry list. Be sure to follow the juvenile brand on Facebook, Twitter, Pinterest, and Instagram.
To check out other baby items we recommend visit Celeb Baby Laundry’s Expectant Mom Gift/ Registry Guide.
Disclaimer: Celeb Baby Laundry has not received any payment as a result of this feature. I received a samples in order to facilitate this review. All opinions are our own. | https://celebbabylaundry.com/2016/01/joovy-must-have-products-for-twins-room%C2%B2-twin-roo/ | 2020-10-19T21:00:21 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
Aadhi Pinisetty’s real name is Sai Pradeep Pinisetty. He was born on (14-December-1982) in Chennai, Tamil Nadu, India. He is a famous South Indian Film Actor, His works are seen in the Telugu and Tamil Film Industry. Aadhi Pinisetty made his first appearance in Telugu Film Industry in the movie named “Oka V Chitram(2006)“, As a lead role named Balram.
Table Of Contents
Aadhi Pinisetty Biography, Age, Height, Wife, Movie, Salary.
More Information About Aadhi Pinisetty
Adhi Pinisetty also made Tamil debut in the movie named “Mirugam(2007)“, As a lead role named Ayyanar.
Plus points of Aadhi Pinisetty acting career is that he won the Good Credit for a Protagonist actor as well as an Antagonist actor.
His recent movie is Agnyaathavassi, His role name is Seetharam played the Antagonist role.
The upcoming Movie of Aadhi Pinisetty’s appearance is Rangasthalam(2018).
Aadhi Pinisetty Father Name is Ravi Raja PiniShetty(Director) and his Mother’s Name is Radha Rani. His brother’s Name is Sathya Prabhas Pinisetty(Film Director).
He studied at Don Bosco School, Chennai. He went to Sri Venkateswara College Of Engineering(SVCE), Chennai. Aadhi Pinisetty Educational Qualification is a Bachelor Of Engineering in Computer Science Specialization. His Religion is Hinduism.
Aadhi Pinisetty is unmarried, His Favourite Actor is Mahesh Babu and Chiranjeevi.
His Favourite Actress is Sridevi. Favourite color of Aadhi Pinishetty is White and black. His Remuneration is 3 Crore Per Film.
Aadhi Pinisetty Age is 35 Years as of Feb 2018. His height is 6’0″(183 CM) and Weight is 75 KGS(165 LBS). His Body measurements are Chest 42 Inches, Waist 30 Inches, and Biceps 15 Inches.
His Eye Color is Black and Hair Color is Black. Zodiac sign is Sagittarius. Also, Read Sumeet Raghavan Ileana, Shreya Ghoshal, and Priya Prakash Varrier Biography. | https://celebritywikis.com/aadhi-pinisetty-wiki/ | 2020-10-19T21:59:23 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
Curriculum
At Center City, we believe that all students can grow into compassionate, curious, and engaged citizens who advocate for themselves and for their communities.
Therefore, we commit to providing students with a diverse set of experiences that include a rigorous, socially-relevant curriculum and opportunities for service learning. We believe that through these experiences, our students will become self-confident and resilient young adults who are able to think critically, take meaningful risks, and contribute to a productive, just, and peaceful global society.
We infuse character education, service learning experiences, and social justice themes into our academic and enrichment programs in order to help our students become active and engaged citizens.
Our curriculum and instructional practices are aligned to the Common Core State Standards for English Language Arts (ELA) and Mathematics, the Next Generation Science Standards, and the College, Career, and Civic Life Framework (C3). Our curriculum provides scholars with rich and authentic experiences in ELA, humanities, math, and science. Enrichment offerings vary by campus but include visual art, music, dance, Spanish, STEM, and drama. Character education is integrated throughout our curriculum and is the focus of morning meetings. Additionally, our campuses implement restorative practices as an approach to proactively build relationships and address conflicts where they arise.
Curriculum at a Glance
The K-8 curriculum at Center City Public Charter Schools is designed to engage, challenge, and meet the diverse needs of all of our scholars. We want to equip scholars with the critical thinking skills of 21st-century learners so that they can thrive in high school, college and beyond. Therefore, our curriculum is driven by the high expectations for student outcomes that are required by the Common Core State Standards.
Pre-K 3 and 4
For Pre-K we use the Every Child Ready Curriculum (ECR) developed by the AppleTree Institute. ECR’s full-day curriculum provides instruction in literacy, language, math, science, social studies, physical development, creative arts, and social-emotional development. Children participate in a structured and predictable set of instructional components, including whole group, small group, child-driven, and independent learning times. ECR incorporates thematic units that explore themes, including Family & Community, Space & Astronomy, and the Animal Kingdom.
Humanities (Grades K-3)
Our Humanities curriculum includes a comprehensive English Language Arts (ELA) curriculum that is deeply rooted in two simple beliefs: first, that students need significant “time in
Humanities (Grades 4-8)
Scholars in grades 4-8 will meet the demands of the Common Core through a Humanities block, which combines social studies and ELA content in the study of the human condition. Students engage with authentic, high-interest literature and visual arts through Wit & Wisdom, a research-based ELA curriculum that engages students in four thematic units of study. Each module includes an anchor text, a wide selection of supplemental fiction and non-fiction texts, and visual art. The curriculum integrates writing instruction at the daily level and each unit ends in a performance task. Students have the opportunity to delve deeper into the historic content of Wit & Wisdom through the reading of complex nonfiction text in primary and secondary sources. The Humanities block incorporates the C3
K-8 Mathematics
Center City has adopted the Eureka Mathematics curriculum for grades K-8. The Eureka curriculum prioritizes the major work of each grade level, as designated by the PARCC Model Content Framework. Students spend significant time engaging in higher levels of mathematical performance – to persevere in problem-solving, to reason using various mathematical strategies, and to reflect on mistakes, processes, and solutions. Each unit includes opportunities for students to develop procedural skills and fluency while building a solid, conceptual understanding of foundational mathematics content. With a deep conceptual understanding of the content and daily opportunities to apply the Common Core Standards for Mathematical Practices, students are empowered to engage in mathematical discussions and to build a level of mathematical literacy that will follow them to high school.
Middle School Science
Center City adopted the Full Option Science System (FOSS) curriculum for grades 6-8. FOSS is a hand-on curriculum that allows students to learn science through critical thinking and active investigation. FOSS is aligned to the Next Generation Science Standards (NGSS) and integrates Earth, Life, and Physical Science in all grade levels while building students’ capacity to learn both scientific and engineering concepts. In the lower grades, we have designed a science curriculum that is aligned with the Next Generation Science Standards and embodies the dual nature of science: a body of deep content knowledge and the processes and practices used to add to that body of knowledge. Scholars learn early about the scientific process and are asked to apply this process of disciplined inquiry and experimentation to a science project of their choosing.
Alumni work in education or in fields that impact low-income communities
Your content goes here. Edit or remove this text inline or in the module Content settings. You can also style every aspect of this content in the module Design settings and even apply custom CSS to this text in the module Advanced settings. | https://centercitypcs.org/for-parents/curriculum/ | 2020-10-19T21:46:06 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
In Spring 1660 Margaret Fell rode to London with a declaration to appeal to Charles II to end the persecution and suffering of Quakers. She declared:
“We do … inform the governors of this nation, high and low, that we are a people that desire the good of all people, and their peace.”
This summer, a group of Quakers (including some from Central England) are following in Margaret’s footsteps by making a pilgrimage of 330 miles. From 22nd July to 4th August 2018, the pilgrims will travel from Swarthmore, Cumbria to Downing Street by bike, foot and public transport.
In 21st Century Britain, Quakers do not face the persecution that they did in the 17th Century. Instead, today’s pilgrims will be speaking truth to power by declaring of support for the welfare state, and presenting the testimony of people who have suffered in recent welfare cuts.
Read more about this pilgrimage from Kendal & Sedbergh Quakers.
Three ways to uphold their witness:
1. Share their message with your meeting
Kendal and Sedbergh Quakers have written A Quaker Declaration for Equality and the Common Good. The Declaration describes the spiritual basis of their concern for people affected by welfare cuts, and critiques the privatisation of public resources.
Help share the Declaration within the Quaker community by arranging to read out the full or shortened version of the Declaration in or after a meeting for worship. Sunday 22 July or Sunday 29 July will be ideal times to do this as the pilgrims will be on the road on those dates.
2. Join in for a leg of the journey
The ride begins on Sunday 22 July and ends on Friday 3 August. The route wends through the Lake District, Derbyshire, Leicestershire, Northamptonshire and Buckinghamshire, before ending in London. If you would like to join them for part (or all) of the ride, view the route.
The riders will present the Declaration to 10 Downing St on Friday 3 July at 2pm. If you are local and would like to support them, meet them by Downing St for 1.30pm.
3. Share your own story
The group will be presenting 10 Downing St with messages from people who have firsthand experience of welfare state cuts. If you have a message about the welfare state for the government, please email a few lines sharing your experience to Quakers4theCommonGood@gmail.com. You can also write your message on a postcard, there are copies available at Peace Hub. | https://centralenglandquakers.org.uk/2018/06/28/support-quakers-riding-for-equality/ | 2020-10-19T20:52:48 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
In the recent years, eCommerce websites have become a popular business option to purchase and sell products and services. Many people, who are planning to start a new venture in the eCommerce industry, tend to ignore the important things that can make or break their online businesses. This is because they do not know where […]
Author: Lester Williams
101 Blogging Tips For Beginners in this Article: Creating and Designing Your Very Own Blog Site! Installing Required Plugins! Building and Designing your very own Blog Site are not that hard. A little imagination and patience can go a long way! Starting a blog is easy as long as you are passionate about blogging. There
Popular Blogging Tips For BeginnersRead More »
Website maintenance is a big business. Companies that offer website maintenance packages are a growing number of companies all over the world. If you want your website to be the best, you need a top notch maintenance company. These companies have a wide variety of services to meet your specific needs. There are many companies
Website Maintenance PackagesRead More »
How To Create An ECommerce Website – 5 Simple Tips For Making Your First One EasyRead More »
If you have a blog, you should consider setting up a WordPress website to go with it. This is because it can save you time and money in a number of ways. Here is a brief guide for you to see if this would be a good option for your blog or business. When you
Using WordPress Websites For Your BlogRead More »
As long as you are aware of the simple tips that could help you with your Joomla Security audit, it will be easier for you to get all the information and security of your Joomla website without any errors and loopholes in your website. Even though it can usually be done without creating any holes
How to Do a Joomla Security AuditRead More »
The web is a huge marketplace that is a great place to make money. This is where you can get in on the Joomla craze that is sweeping the internet. Not only can you make a fortune with Joomla websites but you can also make a lot of friends in the process. You could have
Make Your Own Websites on JoomlaRead More »
What is WordPress Maintenance Packages? As a web developer you probably already know that WordPress has to be regularly maintained and updated. Yet, many times customers do not bother and the website stays up. You get frantic calls from customers about compromised websites. Or maybe some type of unexpected oops creates a website that disappears.
Why It Is Important To Select A ProfessionalRead More »
The catwalk of blogging on WordPress is no less than a wonder. Well, at least for Vogue’s editor. If it seems like it, that is not just random. What is popular isn’t always arbitrary. For instance, WordPress offers unlimited templates. This makes it easy to create sites with unique looks. But if you’re creating your
How You Can Build Your Own Web DesignRead More »
WordPress Maintenance refers to the different steps taken by an online site owner to make sure that their WordPress blogs are running properly. A webmaster can either manage or let someone else do this for them. This is not very difficult to handle but there are some things that you should be aware of. Basic
WordPress MaintenanceRead More » | https://chakrainfotech.com/author/administrator/page/2/ | 2020-10-19T22:43:08 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
Contact Info
Centennial State Insurance Agency
Doug Compton
12 Rosalie Road
Bailey, CO 80421
Phone: 303-838-0554
Contact Form, we can help.
As an independent agency we represent multiple insurance companies and can help you find an insurance plan that meets your needs.
In addition to finding a home, auto, or life policy, our independent agents with Centennial State Insurance can work with you to find the best price, coverage, and services for individual situations.
Our team of experienced professionals can answer your questions and offer you peace of mind
Our Social Networks/Blogs | https://chamberorganizer.com/plattecanyon/mem_Insurance_quote | 2020-10-19T21:23:14 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
Channel 1 Los Angeles
9/29/2020 London
- set to be given out to venues in the coming months.
Earlier, this year the Mayor launched his £2.3m emergency fund to support culture and creative industries at risk due to the impact of the coronavirus. £225,000 was provided to support LGBTQ+ venues in partnership with the Safer Sounds Partnership and Music Venue Trust, for which grants have been made so far totalling £128,500. £445,000 was also provided to support grassroots music venues, £1.5m has supported artists and creative businesses and a further £150,000 has supported independent cinemas across London.
The Mayor is determined to do everything he can to protect the capital’s LGBTQ+ nightlife after the number of LGBTQ+ venues fell from 124 in 2006 to just 47 in 2017. Since then, venue numbers have stabilised after interventions from the Mayor and the Night Czar.
These include publishing protections for venues in the Mayor’s draft London Plan and establishing the Culture at Risk Office, which has already supported 350 cultural spaces across the capital at risk of closure, including helping secure the future of LGBTQ+ venues.
The Mayor and Night Czar also created City Hall’s LGBTQ+ Venues Charter to help safeguard the future of London’s LGBTQ+ nightlife by providing practical support for developers, venues and pub companies in order to help protect venues at risk of closure or changing use, and encourage the opening of new venues.
Culture, creative industries and the night time economy are important economic drivers for London and will be integral in its recovery after the coronavirus crisis. The creative industries contribute £58 billion to London’s economy every year and provide one in six jobs in London, however without support the impact of Covid-19 is set to cost the economy £16.5bn and put 154,000 jobs at risk.
The Mayor is also providing help and advice to venues and creatives through the Culture at Risk Office and the London Growth Hub, the Pay It Forward London scheme to help customers buy goods and services in advance, and lobbying Government to get venues the support they need. This includes calling on Government to extend the furlough scheme for the cultural sector given the significant impact the pandemic has had on the industry.
The Mayor of London, Sadiq Khan, said: “I am so proud to be the Mayor of a city which embraces openness and diversity..” | https://channel1la.com/2020/09/29/the-mayor-of-london-sadiq-khan-has-today-announced-emergency-funding-for-some-of-the-lgbtq-venues-hardest-hit-by-the-covid-19-pandemic/ | 2020-10-19T21:33:59 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
Charity Fund Rijsholt’s policy is aimed at realizing the foundation’s goals and fulfilling its mission. This does not happen independently from social, legal and fiscal developments. The policies serve to ensure that the activities of the foundation are carried out without aiming for financial gain and serve the public needs/common good at all times. In order to do so the board, in close cooperation with the founders, identifies which organizations to partner with and/or which projects are supported.
The policy plan (in Dutch) can be downloaded here. | https://charityfundrijsholt.com/en/policy.html | 2020-10-19T21:42:26 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
: Georgia
❤ Gender: Baby girl
❤ Height: 20 inches/50cm, from head to toe
❤ Weight: Approx. 1.5kg/3.3lb
❤ Creation time: 2020-07-24
Product Details
You Will Get
- Reborn doll x 1
- Baby's clothes x 1
- Birth certificate x 1
- Baby's bottle x 1
- Cute pacifier x 1
Why We Choose Charlesen Reborn Dolls
√ Lovely face with vivid facial expression.
√ Big charming eyes and hand-applied eyelashes.
√ Handpainted lip, fingernails, and toenails.
√ Light blushing on the heel, hands, and feet..
- The cloth body doll will be installed completely and sent to you. The silicone vinyl doll's legs need to install by yourself. (See the FAQ for the installation diagram) | https://charlesen.com/products/22-realistic-georgia-reborn-baby-doll-girl | 2020-10-19T21:25:39 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
A charming Bed & Breakfast with visible stone and outside wall in "pierre dorée" typical from the region.
From:
84€ (the night)
Réservez Voir tous les tarifs Disponibilités
Description
This room has a 160 cm double bed which can be split into 2 twin beds, as well as the possibility to have an extra bed with an unfoldable bed from the sofa. You of course have your private bathroom. Also at your disposal: a small kitchen including a sink, a cooker, a fridge, a micro wave and a coffee machine. Outisde, you have your own garden with a "figue" tree including a garden living room (table + plastic chairs). | https://chateaudujonchy.com/en/location/gites/orangerie/ | 2020-10-19T21:20:21 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
The elegant interior design of Chateau Yering’s guest areas and suites is a stunning expression of a unique vision. Chateau Yering’s interior designer, Elly Milner, was faced with the challenge of creating an ambience reflective of a more elegant time balanced with the requirements of a modern and efficient five-star hotel. To realize her design concepts and vision she sourced fabrics, furnishings, furniture and exquisite objet d’art from Europe and the U.K. The textures, colours and lighting within Chateau Yering are subdued and sumptuous, setting a mood of refinement and indulgence. | https://chateauyering.com.au/interior-design/ | 2020-10-19T21:15:43 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
.. In Sweden, they have not been used for 30 years. Many paint companies publicly state that alternatives do exist and that they have been using them for years.
ClientEarth lawyer Alice Bernard, based in Brussels, | https://chemsec.org/press-release-commission-faces-legal-challenge-over-approval-of-toxic-paints/ | 2020-10-19T21:18:15 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
In Minsk, police used water cannons and stun grenades against protesters. As RIA Novosti was told by the official representative of the Main Internal Affairs Directorate of the Belarusian capital Natalya Ganusevich, the security forces are detaining the participants of the unauthorized protest action.
According to Ganusevich, a lot of people gathered in the center of Minsk - participants of the "march of pride" not coordinated with the authorities, in connection with which the police switched to an enhanced version of service.
As reported by TASS, at the moment Belarusian human rights activists say about 60 detained protesters. It is also known that Minsk law enforcement officers detain journalists covering the protests.
The day before, President of Belarus Alexander Lukashenko met with the arrested opposition representatives. In addition to the members of the Coordination Council (CC), among whom were Ilya Salei and Lilia Vlasova, ex-head of Belgazprombank Viktor Babariko and his son Eduard Babariko were also present at the meeting.
The conversation lasted four and a half hours. Issues related to the constitutional reform were discussed. | https://chernayakobra.ru/in-minsk-police-used-water-cannons-against-protesters/ | 2020-10-19T20:48:38 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
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- US Department of Education (1). | https://childcareta.acf.hhs.gov/ncase-resource-library?utm_source=September%202017%20State%20Enews&%3Bamp%3Butm_campaign=sept%202017%20State&%3Bamp%3Butm_medium=email&%3Bamp%3Bpage=4&%3Bf%5B0%5D=field_ncase_publisher%3ABUILD%2C%20QRIS%20National%20Learning%20Network&f%5B0%5D=field_ncase_publisher%3ANational%20Association%20of%20Child%20Care%20Resource%20%26%20Referral%20Agencies%20%28NACCRRA%29&f%5B1%5D=field_ncase_publisher%3AUS%20Department%20of%20Health%20and%20Human%20Services%2C%20US%20Department%20of%20Education&f%5B2%5D=field_ncase_publisher%3AThe%20Wallace%20Foundation&f%5B3%5D=field_topic_subtopic%3A724&f%5B4%5D=field_topic_subtopic%3A715&f%5B5%5D=field_ncase_resource_type%3A729&f%5B6%5D=field_ncase_publisher%3ANational%20Afterschool%20Association%20%28NAA%29 | 2020-10-19T22:04:47 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
Entrepreneurship Across Generations examines dimensions of identity, gender and learning to understand the complex fabric of family business. An interpretation of narratives from two generations in five families constitutes entrepreneurship as an inherently social, rather than individual, phenomenon.
Browse by title
You are looking at 11 - 20 of 39 items :Clear All Modify Search
Entrepreneurship across Generations
Narrative, Gender and Learning in Family Business
Eleanor Hamilton.
Gender Stratification in the IT Industry
Sex, Status and Social Capital
Kenneth W. Koput and Barbara A. Gutek
This.
Edited by Sandra L. Fielden and Marilyn J. Davidson
This informative Handbook examines successful women small business owners in both developed and emergent countries around the globe and, in particular, focuses on women entrepreneur success stories..
Caroline Gatrell, Cary L. Cooper and Ellen Ernst Kossek
Since. | https://china.elgaronline.com/browse?level=parent&page=2&pageSize=10&sort=datedescending&t=Business_7 | 2020-10-19T21:39:07 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
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The Global Factory
Networked Multinational Enterprises in the Modern Global Economy
Peter J. Buckley... | https://china.elgaronline.com/browse?level=parent&page=5&pageSize=10&sort=datedescending&sp=Business_2018 | 2020-10-19T21:15:54 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
Last month, CMP reported on the firestorm surrounding well-known blogger and amateur scientist Zhao Shengye (赵盛烨), who in a post to his more than three million social media followers appeared to advocate a Chinese policy of earth-wide destruction should the Trump administration be “bent on fighting against China.” Posts expressing extreme nationalism on Chinese social media are often afforded great latitude from censors, but Zhao’s violent advocacy of global destruction to spite the US was too much for many Chinese, and after Zhao was widely criticized the post was finally taken down.
In a rare case of public backlash having consequences for extreme nationalist views online, the China Computer Federation (CCF) issued a notice on September 24 saying it had revoked Zhao Shengye’s membership in the organization after his “extreme comments” on his official WeChat account had had a “huge negative impact” on the organization. The CCF said in its notice that it had received numerous official complaints from other members.
According to Article 21 of the CCF Constitution, which was cited as justifying revocation of Zhao’s membership status, members can be disciplined for “words and deeds violating the constitution of the federation or other regulations and causing significant damage to the interests or reputation of the federation.”
Calling itself the “leading organization on computing technology and applications in China,” the CCF currently claims a paid professional membership of more than 55,000 nationwide. The federation receives no government funding and is nominally independent. Its umbrella organization, however, is the China Association for Science and Technology, a so-called “mass organization” (人民团体) under the leadership of the CCP’s United Front Work Department (UFWD).
The CCF was originally founded in 1962 as the “Computer Expert Committee of the Chinese Institute of Electronics” (中国电子学会计算机专业委员会), but the committee was forced to cease its activities at the outset of the Cultural Revolution in 1966. Related activities were restarted in January 1979, following the start of the reform and opening policy, and the group was renamed the “Computer Federation of the Chinese Institute of Electronics.” Finally, in March 1985, the group’s re-constitution as the China Computer Federation was approved by the China Association for Science and Technology. | https://chinamediaproject.org/2020/10/02/blogger-loses-ccf-member-status-after-extreme-post/ | 2020-10-19T21:45:43 | CC-MAIN-2020-45 | 1603107866404.1 | [
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"https://chinamediaproject.org/wp-content/uploads/2020/10/CCP-Notice.png",
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Indesit BTW L50300 EU
Indesit free top washing machine: 5 kg - Indesit BTW L50300 EU
This free Indesit top loading washing machine is the ideal solution for small spaces. It has a large capacity of 5 kg, high and economical spin speed of 1000 rpm per minute and white color.
Time delay
The Time Delay program allows you to schedule laundry for another time during the day or night. Just select the program and let the Indesit device do the rest.
Turn & Wash
Put cotton and synthetic clothes in the washing machine, turn the round switch to select Turn & Wash and in less than 45 minutes, this special program ensures top results for everyone.
RapidWash
Save time and enjoy top washing results thanks to RapidWash programs. To ensure fast and accurate washing, Indesit presents a series of 5 fast programs. You can wash whatever you want in a very short time thanks to special programs for different types of fabrics, such as cotton, synthetic and even wool.
- Height (cm): 90.0
- Energy efficiency class: A ++
- Installation type: Free
- Width (ed.): 40.0
- Cotton 40 °
- Annual water consumption (liters / year): 7400
- Cotton 60 °
- Annual energy consumption (kWh / year): 148
- Depth (cm): 60.0
- Capacity (kg): 5
- Maximum spin speed (rpm): 1000
- Color: White
- Door color: White
- Drying performance class: C
- Synthetic 30
- Friction noise level (dB (A) re 1 pW): 76
- Screen type: Small Digit
- Washing noise level (dB (A) re 1 pW): 60
- Adjustable legs: Yes - front only
- Weight (kg): 53
- EAN code: 8050147536896
- Rinse + Spin
- Squeeze + Drain | https://chondrogiannis.gr/washing_machine_machines_indesit_btw_l50300_eu_corfu_kerkyra | 2020-10-19T20:57:50 | CC-MAIN-2020-45 | 1603107866404.1 | [
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"https://chondrogiannis.gr/image/cache/catalog/chondrogiannis/big_appliances/washing/indesit/_ρούχων_στενό_40_washing_machine_narrow_indesit_btw_l50300_eu-550x550h.jpeg",
"Indesit BTW L50300 EU Indesit BTW L50300 EU"
],
[
"https://chondrogiannis.gr/image/cache/catalog/chondrogiannis/big_appliances... |
This post about the ways we ask questions, the ways we follow the paths of our listening self and move forward through the leading edge of our lives (and leadership) was such a blessing to me today. I just came down from a retreat on Mt. Shasta in California, full of a renewed sense of the importance of being in alignment with myself, with the world, and this clear, lovely message resonated perfectly with me today! Thank you! I’m going to find this book and explore more. – the ability to listen, to create empty spaces, the courage to venture into the unknown and the establishment of a continuous inner dialogue have as much influence on our developmental paths as external events.
View original post 205 more words | https://choosethebetterstory.com/2014/04/07/other-peoples-paths/ | 2020-10-19T21:49:46 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
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Did Eve Or Adam Sin
---Donna5535 on 11/19/10
Genesis 5:2
Male and female created He them,
and blessed them,
and
called
their name Adam
,
in the day when
they
were created.
Forgiveness Before Sin)
Early Gentile Converts Sabbath
Why did they command them to abstain
from blood and things strangled? (Acts 15:20)
Why did they say they could learn
what Moses taught on the Jewish Sabbath days? (Acts 15:21)
Here is an O.T. commandment
Leviticus 19:15
Ye shall do no unrighteousness in judgment:
thou shalt not respect the person of the poor,
nor honour the person of the mighty:
but in righteousness shalt thou judge thy neighbour.
Here is a N.T. condemnation
resulting from breaking that O.T. commandment
James 2:9
But if ye have respect to persons,
ye commit sin,
and are convinced of the law as transgressors.
Wife's Hatred Toward Men
I would pray first that God would lead you to the right counselor.
Gary Chapman's book The Five Love Languages is great.
Available on CD or MP3 too. Incredible stories of marriages recovering.
I would pray everyday.
Before praying please remember these:
Psalms 66:18
If I regard iniquity in my heart,
the Lord will not hear me:
1Peter 3:7...that your prayers be not hindered.
1John 1:9
If we confess our sins,
he is faithful and just to forgive us our sins,
and to cleanse us from all unrighteousness.
Luke 11:4 ...And forgive us our sins,
for we
also forgive every one
...
Remarry Because Of His Ex-Wife
I think I understand your point. I believe it's a valid one.
If his first wife did not cheat on him,
he had no grounds for divorcing her under God's law,
so
he was still married to her
according to scripture.
Here is another scripture to consider:
1Cor 7:15
But if the unbelieving depart,
let him depart.
A brother or a sister
is not under bondage in such cases:
but God hath called us to peace.
Acne Scars Causing Depression
I read a book "Coconut Cures" by Bruce Fife and a woman gave her testimony of being healed from horribly severe acne scarring.
She learned about the healing powers of Philippine virgin coconut oil and she began applying it all over her body for 30 days and noticed great improvement.
I can't remember exactly how long it took...maybe 6mo. but she said it completely healed her of all scaring. She said her dermatologist couldn't believe it. She said her face was as smooth as a baby's bottom.
Me and my husband have also had similar experiences, we didn't have acne scars but other scars were healed.
I recommend Tropical Traditions because they still make theirs from the Philippines and others don't.
Stop Sinning Before Christian
Acts 10:33.
Peter noticed these things:
A person who fears God and
A person who works righteousness
The Lord will accept and hear them.
Remember you can't receive forgiveness if He does not hear your prayer.
Psalms 66:18
If I regard iniquity in my heart,
the Lord will not hear me...
Bible Is Hard To Understand
Bible version matters. From the King James."
Circumcision was commanded in the Old Covenant.
Moses had not performed this on his son (didn't obey God). Moses' wife was resisting it, and only after the Lord was going to kill Moses did the wife do what she was supposed to do. Then the Lord let Moses go, because of obedience.
I Am Furious With Him
If he is a good man and worthy of you marrying him and being with for 23 years...why be angry with him?
If YOU trust him, nothing else matters.
No one can harm your marriage but you.
I agree with Pati3447. You need to pray and empower yourself instead of feeling threatened. God protects His children, stand on your faith in Him and He will help you.
Fell Asleep And Went To Heaven
Lee,
There is a definite article before "the righteous". Do you think that means there is only one righteous who will inherit eternal life?
Mat 25:46
And these shall go away into everlasting punishment:
but the righteous into life eternal.
Or do you think there is only one commandment?
As far as the Sabbath is concerned, I have shared with you in detail Hebrews 3-4 which explains clearly there remains a rest for the people of God.
Here is one more for you, and though you turn your head from it, God's people will see and believe.
Luke 23:56
And they returned, and prepared spices and ointments,
and rested the sabbath day according to the commandment.
Saved By Doing Things
---Curious.one on 10/23/09
Not at all, I do not believe in universalism.
I know the definition of hell. The Bible says that the wicked will not be granted eternal life. Only the righteous will be given eternal life. The wicked will burn in the lake of fire...but they will have an end.
How can a soul be destroyed if they live forever? Not possible. God said he will destroy the wicked and they will be no more. They will be ashes under the souls of our feet. We will search for them, but they will not be.
They will have spiritual and physical death.
I can give you the scriptures if you are interested.
Who Are The Real Jews
more_excellent_way 9/19/09
You misunderstand what it means to be in Christ and to be a Jew.
Rm2:29
But he is a Jew, which is one inwardly,
and circumcision is that of the heart,
in the spirit,
and not in the letter,...
Gal3:29
And if ye be Christ's,
then are ye Abraham's seed
,
and heirs according to the promise.
Eph2:12
That at that time ye were without Christ,
being aliens
from the commonwealth of Israel
,
and strangers
from the covenants of promise
,
having no hope, and without God in the world
:
They are no longer aliens/strangers...but are now part of Israel through Christ so that they can be an heir to the promise made to Abraham by God.
Saved By Doing Things
Curious One,
God will not always keep His anger.
And with Him there will be pleasures forever more.
Jeremiah 3:12
...for I am merciful, saith the LORD,
and I will not keep anger for ever.
Psalms 103:8-14
The LORD is merciful and gracious,
slow to anger, and plenteous in mercy.
He will not always chide: neither will he keep his anger for ever...
Psalms 16:11 (King David talking to God)
Thou wilt shew me the path of life:
in thy presence is fulness of joy,
at thy right hand there are pleasures for evermore.
(Thou means "you" in old english)
(Thy means "your", chide means struggle/fight with)
How To Get People Saved
As always Anne, great points. Just thought I would add these:
Proverbs 10:8
The wise in heart will receive commandments:
but a prating fool shall fall.
Proverbs 11:5
The righteousness of the perfect shall direct his way:
but the wicked shall fall by his own wickedness.
Proverbs 24:16
For a just man falleth seven times, and riseth up again:
but the wicked shall fall into mischief.
Proverbs 28:14
Happy is the man that feareth alway:
but he that hardeneth his heart shall fall into mischief.
Can Women Know The Bible
Galations 3:28
There is neither Jew nor Greek,
there is neither bond nor free,
there is neither male nor female:
for ye are all one in Christ Jesus.
And also there is a hierarchy to God's order if that is part of your question?
1Co 11:3
But I would have you know,
that the head of every man is Christ,
and the head of the woman is the man,
and the head of Christ is God.
An example of a woman having better understanding than a man:
1Sa 25:3
Now the name of the man was Nabal, and the name of his wife Abigail:
and she was a woman of good understanding,
and of a beautiful countenance:
but the man was churlish and evil in his doings...
Can Salvation Be Lost?
Mima,
2Corinthians 6:1
"We then, as workers together with Him, beseech you also
that ye receive not the grace of God in vain.
"
The only way it could be
in vain
is if they
lose it.
1Th 5:19
"Quench not the Spirit."
If The Holy Spirit can not be quenched...why would the Bible say do not quench it? Since it is an implied "you" should not quench it...obviously it is "the person they are speaking to" doing the quenching. US
Take responsibility and stop sticking your head in the sand.
Acts15:29...if ye keep yourselves, ye shall do well. Fare ye well.
Divorce Second Husband
--.
Why Was The Sabbath Changed
IV.
Paul in the book of Hebrews describes the differences of the two Covenant Priesthoods, and the reasons why the Old Covenant was replace with the New Covenant.
The animals blood, etc., could not erase their sins, but they received credit for their obedience as they waited for The Messiah, who is Christ, to come and erase their sins completely.
The commandment spoken of in Heb 7:18 meant the Levitical laws for sanctification, and not the Ten Commandments. Hebrews describes the conversion from the old ways of justification, purification, sanctification to Christs priesthood laws for cleansing. God never voided the Ten Commandments,, it was the sacrificial system that was replaced which was given the Jews as a commandment.
Why Was The Sabbath Changed
III.
Paul is talking to the Hebrews (Jews) who had been living under the Levitical priesthood which required killing animals, outward circumcision, etc., for their sanctification, justification, and purification.
These Jews for many generations had been told by God if they did not become outwardly circumcised and perform these sacrifices, they could not be saved because that would be breaking God's covenant with them and they would be cut off. (Gen 17:14) It required some convincing proof to stop and do something new. It required great faith for them. The Old system was to teach the severe consequences of sin.
Harry Potter Movies Sinful
Witchcraft and idolatry are undeniably sins. (Gal 5:20)
2Jn
. | https://christianblogs.christianet.com/cgi-bin/christianblogs.cgi?q=159988752693242&mode=viewmember&name=SuzieH | 2020-10-19T20:59:21 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
For the week of June 15 - 21, 2020
We’re in a major crescendo - the midpoint of this summer’s wormhole eclipse passage - moving into the roots of the heart, allowing the depth of our emotions to rise up and release. This passage isn’t for the faint of heart, however it does have the potential to move mountains and pivot the story on our planet in revolutionary ways. We must remember to keep our seat of equanimity in order to see, feel, and hear clearly, from the highest lens of Love…choosing to be empowered by each moment and movement.
Equanimity is neutrality through the lens of Love, meaning we open unconditionally, as Love, no matter what is occurring. Our heart remains open - whether the experience is pleasant or unpleasant, pretty or messy, comfortable or irritating. The lens of equanimity allows us to see it all, allowing the wholeness of our experience to rise up, express, and release...leaving us transformed. If we resist any aspect of our experience, if we flinch at what we don’t like, or judge what we don’t understand, we limit our scope of vision, and that limitation activates ongoing emotional residue and karmic patterns that can motivate our thoughts, words, and actions.
The practice of equanimity will challenge every karmic pattern to the bone. The courage to remain present, to hold deep sacred space within, requires fierce commitment and determination, from the heart. It’s not a game of mental strength, it’s a matter of the heart. How much can the heart witness, how much can the heart open to and hold space for? Can we live from an open heart in moments of overwhelming joy, love, and excitement, equal to the moments of anguish, grief, and heartache? Or are we conditional at the heart level, do we shut down when things get uncomfortable or unbearable, seeking only the pleasurable ecstasy of joy? Intimacy and unity begin within ourselves, in our capacity to feel every feeling - uncensored and uninhibited - as we open our hearts unconditionally to receive Love. Love is vital nourishment, a force of nature, and a state of being.
Being mindful of our heart, and noticing the patterns and threads of conditioning that motivate our actions is important. Attachments that trigger bias towards our current emotions and experiences will limit the lens of vision we’re looking through. We may notice an aversion to conflict or anger, and our hearts shut down when anger is present. Or we may notice an aversion to depression, sadness, and grief, where our hearts shut down to those experiences, unwilling to love the unlovable feelings.
It’s human nature to avoid feeling the emotions that bring discomfort. It’s human nature to want to process emotions mentally from the mind, where we can control our reactions and keep ourselves “grounded” in safety and certainty. However, our ascension and evolution requires us to feel our feelings – all of them – in order to keep the heart open unconditionally, and in order to nourish ourselves with unconditional Love, no matter what is occurring.
The emotional body connects to the water element. Water needs to flow in order to purify, release, express, and resolve. When water can’t move or can’t express, there is a buildup of pressure, and eventually either a ruptured breakage and inflammation or suppressed stagnancy and congestion. Our willingness to open the release valves to every emotion that moves within us matters. We don’t need to let every feeling drive our actions, but our feelings need to have permission to move in order to clear, for our own inner state of harmony and wellbeing.
When we don’t create healthy release valves for our emotions, or if we deny, bypass, or disconnect from what’s in our water below the surface, that vibrational imprint influences our thoughts, words and actions, unconsciously. We can’t ignore the vibrational messages held within our own water. And if there are layers of unresolved emotional residue within our own system, it’s time to open and allow ourselves to feel what’s there so it can receive the presence of Love, the Light of illumination, and the freedom to rise up and release. Patience, grace, humility, and equanimity are of the essence.
When we have permission to feel our feelings, that energy can move in a healthy flow that actually nourishes our system and inspires action and expression. When we don’t have permission or sacred space to fully experience our feelings, we create imbalance within ourselves, suppressing or fracturing pieces of ourselves, or venting through unintended sideways expressions that aren’t in alignment with our heart. When we feel empowered within ourselves, we can participate in the flow of harmony within and around us. If we feel victimized by our feelings, or set false expectations that we should always feel happy and never sad, we will struggle to find harmony in the full circle of our experiences. Emotions reveal wisdom that allows us to awaken and elevate. If we can’t fully feel our feelings, we can’t extract the highest wisdom that’s available, moment to moment.
The human experience gifts us with feelings. To try to elevate beyond human feelings is an attempt to bypass our humanness, and it actually stunts our growth. When we practice living through the lens of equanimity, we can open unconditionally to all that arises, and let our feelings and emotions find resolution, delivering wisdom and motivating right action, from the awakened heart.
The week begins on Monday 6/15. There are no major aspects today. This entire week is a crescendo that needs nourishment to build. Find the seat of equanimity and start practicing.
On Tuesday 6/16, the Sun forms a great eliminator with Jupiter, followed by a Venus Juno manifestation and Sun Haumea manifestation. The Sun is still in Gemini, moving through the final degrees of Conscious Wisdom. As we notice any historic limiting beliefs in our lens of vision, we can consciously eliminate those attachments, allowing for greater expansion. The heart manifests unity – within ourselves and our worldview. Unity and connection from the heart isn’t just about seeing ourselves in the reflection of humanity, but seeing our mirrored reflection in everything, including our own inner landscape of thoughts and feelings. The same lens that allows us to see clearly also allows us to manifest clearly. The lens we’re looking through is the context we’re manifesting from. What we see is an important indicator of what we’re manifesting. It’s important to keep our lens clear, and regularly recalibrate the context to Love until Love becomes the automatic default setting.
Wednesday 6/17 is a Vesta Salacia stepping stone, Sun Galactic Center bridge, and Black Moon Orcus great eliminator. Our mind/heart ascension point activates a direct bridge to the great cosmic womb, and from that still point, we have access to the silent truth that is always present. Like a timeless, infinite heartbeat, the voice of the universe reveals the wisdom in all things, if we’re still enough to listen, and receptive enough to hear.
On Thursday 6/18, Mercury stations retrograde just before 1am ET, followed by a Sun Pallas great eliminator, Black Moon Chiron conjunction, then MakeMake stations direct, followed by a Mars Pluto resource and Venus Salacia resource. Mercury’s retrograde station is extremely important since the Messenger is the dispositor of this entire wormhole passage. Mercury’s station is almost conjunct the fixed star Sirius, channeling the consciousness of the Ascended Masters through this retrograde journey. Remember, the wormhole activated an important ascension point with the Mercury/Venus conjunction, and interesting that the consciousness of the Masters is available in surround sound. There is so much conscious wisdom online, all we have to do is still ourselves enough to tune inward and listen. There’s never been a more significant moment to plug in to Source and Listen. If we continue moving forward at rapid rates of motion, unaware of what’s motivating and driving our actions on this planet, we’ll miss the opportunity to rewrite the story. The re-write occurs within each of us, inside our own operating system. If we get caught up in the knee jerk reactions and impulses that are appearing around us, we’ll miss the most important event that’s happening on planet Earth…the Ascension. The events around us are reflecting us, and it’s important to understand what’s occurring from the highest lens of Truth, within our own hearts.
Friday 6/19 is Sun Chariklo great eliminator, occultation of Venus by the Moon, Ixion South Node (Earth Star Chakra) conjunction, Black Moon Juno bridge, Sun Ixion Light Bridge, Sun North Node (Soul Star Chakra) new cycle, and Black Moon Vesta stepping stone. The Ixion South Node conjunction is an important aspect for the upcoming New Moon Eclipse. The awakening of the divine blueprint that transcends the old karmic story and the historic DNA codes. In order to transcend or transmute anything, we must access Conscious Wisdom through the universal lens of Love. We aren’t bound to anything in the physical dimension, unless we refuse to see the higher wisdom behind it all. Once we see and hear clearly, we can elevate and shapeshift. In order to see anything clearly, we must be equanimous, able to open unconditionally to that which we can’t yet understand. There’s an element of neutrality that must exist (which our Gemini consciousness offers) in order to resolve the karmic roots once and for all. That brilliant neutrality must be unified with Love…the Mind/Heart ascension point.
On Saturday 6/20, Mars finds resource with Jupiter, followed by a Juno Vesta stepping stone, then Black Moon turns direct, the Sun enters Cancer, and the official Summer Equinox occurs at 5:44pm ET. In Cosmic Consciousness, Cancer is a water sign of Emotional Power, representing the heart of the Mother, and the roots of our being. Home is where the heart is, and Cancer energy brings us home to the heart, within our selves. Cancer Consciousness requires us to learn to mother ourselves well, to hold deep sacred space and unconditional Love within so that we’re empowered to take action, to grow, and to thrive. When we feel disempowered, or if we’re overly sensitive and haven’t learned to tend to ourselves properly, we can become victimized by our surroundings and circumstances. When our roots hold the patterning of victimization and disempowerment, we can only grow according to the nourishment available in that conversation. As we patiently learn to mother ourselves, we can re-write the core beliefs that are currently held within our root system. Whether we inherited limiting beliefs and conditions from our childhood or lineage of origin, or whether those limitations were conditioned by social norms and structures, we have the power to tend to those roots with an open heart, give rise to the emotional residue that is contained in those roots, and mother ourselves with the highest quality nutrients of Love, compassion, and safety so that our highest potential can grow. Self Care is the practice that heals the world, but we must practice it with ourselves first, in order to pass it along.
And Sunday 6/21 is the Solar Eclipse/ New Moon in Cancer at 2:42am ET, followed by a Mars Haumea great eliminator, Sun Saturn great eliminator, and Mercury Great Attractor great eliminator. This New Moon is quite supercharged, and truly has the power to move mountains. The Sun and Moon at 1 degree Cancer form a Light Bridge with Quaoar, the new paradigm. That Light Bridge is also conjunct the Moon’s Nodes (Earth Star and Soul Star Chakras) which are currently sitting inside the portal of truth, giving us collective access to the Galactic Center, the cosmic womb of creation. The New Moon is also in a subtle intimacy aspect with Venus, who is activating a grand air manifestation with Saturn and MakeMake. What’s even more intense, is Quaoar is in a grand earth manifestation with Uranus and Orcus, and Ixion is in a grand fire manifestation with Astraea and Eris. That means 2 combined grand manifestations of Earth and Fire, with the New Moon as the tail of a kite, conjunct the Dharmic Node, the doorway of evolution and ascension, intimately activating the winds of change from the heart, the new script (code) that’s in alignment with the higher Universal Laws of Oneness and Love. This Cancer New Moon/ Eclipse has the power to restore harmony on this planet, by moving mountains and setting the world on fire, literally in a revolution of Love. And the key is to mother ourselves, each other, and this planet with deep roots of unconditional Love. We must find harmony within the temporary disharmony in order to usher in the necessary upgrade and awakening that flips the story into a completely different paradigm….delivering the New Earth.
A new moon is always a new beginning, an opportunity to plant new seeds of intentions, or transform the roots altogether. In the middle of a wormhole in 2020, an unprecedented year of interruptive change and massive deep dive into the heart of what matters most, we’re in the messiest healing crisis on Earth. And we’re exactly where we need to be to see what we need to see, to heal what needs to be healed, so that we can liberate, transmute, and transform. We must practice equanimity, and we must remain unconditionally open through our hearts, with Love. For ourselves, and for All. If we flinch at the sight of unrest, or if we disconnect and shut down when things get scary, unpredictable, or unfathomable, we won’t be able to sustain the challenge and discomfort of redesign. We must stay open, awake, and in Love. Everything we’ve ever imagined and dreamt about for this planet is available, we must be patient and resilient in our practice. Transformation happens in the blink of an eye, however it takes time and space to move through the unfoldings, clearings, and transitions. We must be diligent and committed to nurturing our personal practice, and no matter what, we must choose to be empowered by this moment and this movement.
The practice this week is self care. Find a daily practice that delivers the nutrients and nourishment that support you in being empowered, equanimous, and in the consciousness of Love. Whatever that daily practice is, commit 100% and take good care of yourself through that practice. Let the commitment nourish you, let it provide a healthy foundation and support for your optimum growth. Practice checking in with yourself daily to tune in and listen, creating intimacy, acceptance, and non-judgment. Your practice might be daily meditation, yoga, mantra chanting, breathwork, qui gong, or even just walking each morning and letting your footsteps be your release of prayers and intentions. Let your practice support in moving the feelings and emotions that are rising within, and let it also support in calibrating your thoughts, attitude, and beliefs to Love. In times of transition and new beginnings, we must take good care of ourselves so that we have stamina and sustainability to be present for, mind, and that of all living beings."
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BEST OF CAI:
Julia Child
“If You’re Afraid of Butter, Use Cream” — Julia Child
You kitchen designs here for you. One of our designs was featured by Style Blueprint.
Painted by handThe Way Good Architecture Feels | https://christopherai.com/2018/05/03/custom-kitchen-design-favorites/ | 2020-10-19T21:14:08 | CC-MAIN-2020-45 | 1603107866404.1 | [
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"https://christopherai.com/app/uploads/2018/05/RusticBeauty-customhood-1-446x720.jpg",
"BEST OF CAI: Julia Child"
],
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"http://make.rbrnr.com/christopher-ai/wp-content/uploads/2018/05/MidCenturyModernKitchen-1.jpg",
null
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4" Round Amber Park/Rear Turn Light with Amber or Clear Lens SKU M42339Y $16.24 In stock Quantity: 1 Add to Bag Product Details For Rear Turn Applications 100,000 Hour Rated LED Life Poly-Carbonate Lens & Housing Grommet Mount 5 Year Warranty Amber or Clear Lens Specifications: LED'sLED TypeVoltageAmp DrawMountingConnector 98mm12.8 VDC180 MilliampsGrommetPL-3 Save this product for later Favorite Track Orders Favorites Shopping Bag Sign In | https://chromecountry.com/shop/4-Round-Amber-Park-Rear-Turn-Light-with-Amber-or-Clear-Lens-p53685149 | 2020-10-19T22:08:04 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
One of the most important factors in business success is a learning culture where employees willingly share skills and knowledge1. Mentoring circles encourage employees to do just that. A mentoring circle is a peer-to-peer mentoring format that enables employees to find peers who share common interests or learning objectives, and develop and learn together as a group. In the process, participants become more engaged as they learn and bond with employees across the organization. Since they are employee driven, mentoring circles require less administration and are highly scalable.
With mentoring circles, you can:
Engaged workers are more customer-focused and profitable, and less likely to leave their employer.
– Stein and Christiansen
Give employees an easy way to browse and create their own mentoring circles for a fully employee driven program without having to update the list manually. With Chronus software’s mentoring circle marketplace, a central listing of available circles allows employees to find the circle that’s right for them without burdening program administrators.
With the breadth of mentoring circles within each organization, manually guiding each mentoring circle individually is unrealistic. Instead, Chronus gives the circle leads and participants the tools, framework and best practices they need to progress and learn effectively.
Mentoring circles have many moving parts, which is a lot to manage, even for a dedicated administrator. With Chronus software, mentoring circles are low-touch programs requiring only a couple of hours of administration per week. The mentoring circles marketplace automatically reflects changes in circle availability, which means employees can join circles and drive the learning experience without creating manual work for the administrator.
Modern Mentoring:
Mentoring Circles
This unique setup gives motivated employees an avenue to grow within the organization, and allows employees to find a circle topic that engages them.
Why More Companies Are Turning to Mentoring Circles to Elevate Women
It’s vital organizations provide women development in the manner they crave: a community of support and that connects them with those around them.
Mentoring Program Growing Pains: When’s the Right Time for Software?
Not every mentoring program needs software, but as your program evolves, you’ll likely encounter mentoring program growing pains that software can soothe.
REFERENCES
1 Bersin by Deloitte, 2014 | https://chronus.com/software/mentoring-software/mentoring-circles | 2020-10-19T22:19:10 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
- Autumn 2016
Syllabus Description:
Comparative Literature 252 A: Intro to Comparative Literature: The Novel
offered with ENGLISH 242 J: Reading Prose Fiction
MW 12:30-2:20 Mary Gates Hall 231
Professor Leroy Searle lsearle@uw.edu cell: 206 409 8878 Office Hours: in the HUB,
Ground floor, Mezzanine 1:30 T & Th
TA: Jianfeng He jfhe@uw.edu T.B.A.
This course is an introduction to the critical reading of narrative, with emphasis on the novel. The course is joint listed, with two sections: C LIT 252A and ENGL 242J. The course satisfies graduation and major requirements in both English and Comparative literature, so it makes no difference whatever which section you select.
We will start with short works, including a beginning with selections from the poetry of William Blake, for an eye opening introduction to critical reading and interpretation. The main focus of the class, however, is narrative and the novel, with the first two weeks on short stories and the remainder of the quarter on four extraordinary novels. As the course will make evident, the interest and vitality of novels has persisted for more than 400 years, for very good reason. This course satisfies general education requirements (VLPA) and the 'W' course requirement for Arts and Science majors.
A central premise in this course is that no one, and I mean no one, learns to write well without first learning to read actively and intelligently. Narratives are not merely for entertainment, but are a primary form of thinking and explanation: what we can understand of experience overlaps to an astonishing degree with the human ability to render it in a story. Accordingly, this course is chiefly about reading, and the link with writing follows directly from that.
There is a general assignment for all students, to maintain a daily writing log, with very simple requirements. You are to write something every day (in a computer file you can access easily), and as you see fit, to explain something that your reading has led you to see. If you do this assignment, which counts for 25% of your final grade, you will get an A (for the log). You will submit it three times during the quarter, but I will not grade what you write. I'll comment, if you want, but the real point is to change in a relatively painless way your habits as you read. YOU should comment, on what you see, what you react to, what you are led to think.
Similarly, there will be two mid-term graded writing assignments (25% of your final grade), but they will not be "papers." Instead, you will be asked to write a focused commentary on selected passages from the novels we read. I anticipate that you will find the experience of writing something every day helpful and illuminating for this purpose, but I am not interested in policing that, and definitely not interested in piling up busy work for 'points.' The point of these assignments is to put you in serious conversation, based on detailed attention to what a text actually says, with the intelligence of an author who is really worth attending to. The last thing at issue is confecting an 'I think' paper, where you come up with an opinion, based on nothing but what you already think you think. As you will see early on, the primary emphasis is on understanding exactly how a novel can teach you to think in ways that are quite certain to surprise you.
There will be a final paper (45% of your final grade), designed to be consistent with these earlier assignments. There will be specific topics available, giving you a good deal of latitude, and to the best of my ability, precluding the curse of presuming that you can find something to write about by slumming on the internet. If you plagiarize, be prepared for the worst experience of your life.
The only remaining assignment will be a very short reading quiz at the end of each week (for 5% of your final grade). It will be based on the reading assigned for the week. There are no makeups, so you need no excuses: at the end of the quarter, I will count only the 8 best scores. If you miss a quiz or two, those are the scores you will drop.
A few other points concerning practices in this class. I do not specify the length of what you are to write, but expect that it will be determined by the quality of the argument you are making. So too, I generally do not establish iron-clad due dates. If you need a little more time, I'd rather have you take it to finish your argument. In this respect, due dates pertain to the earliest date on which an assignment can be submitted, all via the Catalyst drop-box for this course. If you need a day or two, take it. We can operate on a general standard of reasonableness. If you are working on something that is giving you fits, get in touch with me, but do not fret or gnash your teeth. A conversation will usually get you unstuck.
Grading summary:
Writing Log: daily log, writing in response to what you read; open-ended. Do this, you get an A. Screw it up, something less. 25%
Two mid--term commentary assignments. Assigned passages, to be identified by source, with commentaries on two of them 25%.
Final paper: Selecting from assigned topics. You need to think to do this assignment, not surf the internet. 45%
Weekly reading quizzes: 5 short questions, on the week's reading. This is a check on reading and remembering. 5%
Texts: Assigned texts from University Bookstore; Course reader from E-Z Copy and print, on the Ave, north of Bookstore
DO NOT select other editions. NOTE WELL: The EDITIONS ordered are the least expensive available, and you will need to have the same pagination and editing as everyone else. Do not drag in your grandmother's copy: these are books YOU need to own. If you seriously can't afford them, let me know.
William Blake: Poems from Songs of Innocence and of Experience (R) Course reader
Franz Kafka: "The Metamorphosis" (R) Course reader
Jorge Luis Borges: "Funes, the Memorious," "Tlon, Uqbar and Orbis Tertius" (R) Course reader
Charlotte Bronte: Jane Eyre (Dover edition) ASIN: B00BSZVU28
Henry James: The Portrait of a Lady (Dover edition) ISBN-13: 978-0486452418
Albert Camus: The Stranger (Vintage international) ISBN-13: 978-0679720201
J.M. Coetzee: Foe (Penguin) ISBN-13: 978-8420424965 | https://cinema.washington.edu/courses/2016/autumn/c-lit/252/a | 2020-10-19T21:41:06 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
Southwest Washington Coastal Erosion Workshop report 1998
Published
1999
by U.S. Dept. of the Interior, U.S. Geological Survey in [Menlo Park, Calif.]
.
Written in English
Edition Notes
Proceedings of the Gulf of Mexico Coastal Ecosystems Workshop / ([Washington]: Fish and Wildlife Service, U.S. Dept. of Interior, []), by Tex.) Gulf of Mexico Coastal Ecosystems Workshop ( Port Aransas, Warren Pulich, Russell D Peterson, Paul L Fore, Biological Services Program (U.S.), U.S. Fish and Wildlife Service. Region 2, and. Wright, C.W., and Brock, J.C., , EAARL—a lidar for mapping shallow coral reefs and other coastal environments: International Conference on Remote Sensing for Marine and Coastal Environments, 7th, Miami, FL, , Proceedings (CD-ROM). Publications Submitted for Director's Approval.
Read chapter 2 The Coastal and Marine Geology Program: The coastlines of the United States are beautiful places to live, work and play. The USGS and WDE co-produced an educational video on the coastal erosion problem in southwest Washington and on the scientific study that is under way to study the problem. Some copies of the video have. Latest Pleistocene and Holocene (2–16 ka) sedimentation in the Columbia River Estuary, Oregon, USA. Open-File Report () Google Scholar. Daniels, G.M. KaminskySouthwest Washington Coastal Erosion Workshop Report Southwest Washington Coastal Erosion Workshop, Olympia, Washington (), p. Cited by:
This regional study, the Southwest Washington Coastal Erosion Study, extends kilometers, from Tillamook Head, Oregon in the south to Point Grenville, Washington in the north. The regional study seeks to quantify both long-term (hundreds of years), mid-term (decades), annual, and seasonal (winter-summer) shoreline change rates and to. Pacific Coastal and Marine Science Center Publications. Kevin D., , Activities and preliminary results of nearshore benthic habitat mapping in southern California, U.S. Geological Survey Open-File Report , URL and George M. Kaminsky, eds., , Southwest Washington Coastal Erosion Study Workshop Report.
Phase III archaeological investigations
Operation of wastewater treatment plants
unfortunate marriage; or, bigotry triumphant
Baby Science
The marketization of social security
confederate state of Skopje and its language
Through the patients eyes
From March to September
A Sovereign People
Catalogue of a further portion of the renowned library formed by the late Sir Thomas Phillipps
Financial performance of specialized corn-soybean farms, 1987
Get this from a library. Southwest Washington Coastal Erosion Workshop report [Guy Gelfenbaum; George M Kaminsky; Washington (State). Department of. The item Southwest Washington Coastal Erosion Workshop reporteditors, Guy Gelfenbaum and George M.
Kaminsky ; prepared in cooperation with Washington State Department of Ecology represents a specific, individual, material embodiment of a distinct intellectual or artistic creation found in Indiana State Library. Buy Southwest Washington Coastal Erosion Workshop report (SuDoc I ) by U.S.
Geological Survey (ISBN:) from Amazon's Book Store. Everyday low prices and free delivery on Author: U.S. Geological Survey. This report is a compilation of abstracts that correspond to oral presentations and posters presented at the fourth principal investigators workshop of the Southwest Washington Coastal Erosion Study.
The workshop was held November 17 - 20, at the Department of. Southwest Washington Coastal Erosion Workshop Report Editors Guy Gelfenbaum1and George M. Kaminsky2 Open-File Report October Prepared in Cooperation with Washington State.
At ocean's edge; coastal change in Southwest Washington,Open-File Report Archive of Boomer seismic reflection data collected aboard RV CORLISS cruise CRLS off northern Oregon and southern Washington inner continental shelf,Open-File Report Byerosion had damaged dunes on both sides of the sea wall.
As a temporary measure, contractors installed long Source: The Southwest Washington Coastal Erosion Study. Images courtesy of: Brian Voigt Southwest Washington Coastal Erosion Study.
A recent study of Washington'sFile Size: KB. research that would offer a better basis for decision making. More specifically, the Washington Department of Ecology’s Coastal Monitoring & Analysis Program (CMAP) worked in partnership with Oregon State University to provide an assessment of coastal erosion and a projection of future erosion.
Coastal and Marine Geography Specialty Group (CoMa) can play a role in facilitatingSouthwest Washington Coastal Erosion Study Workshop ReportWashington, D.C.: American. Southwest Washington coastal erosion workshop report, Open-File Report Water-level altitudes in the Jasper Aquifer, greater Houston area, Texas, January-February, Open-File Report Author(s) James B.
Phipps & John M. Smith: Description: The purpose of this report is to describe approximately years of changes in the shorelines, and with the historical perspective, reflect on some of the factors that may have been responsible for the observed changes.
Southwest Washington Coastal Erosion Workshop Report (Gelfenbaum et al. Proceedings of a May erosion workshop held at Ocean Shores, WA. The report summarizes the state of knowledge concerning coastal erosion, influence of river entrances on sediment budgets and shoreline movements, community responses to erosion, and related issues.
The southwest Washington ocean coast (~ %.
Motivation, goals, and status of the Southwest Washington Coastal Erosion Study, p. 17–In G. Gelfenbaum and G. Kaminsky (eds.), Southwest Washington Coastal Erosion Workshop Report USGS Open-File Report Cited by: A video At Ocean's Edge: Coastal Change in Southwest Washington visually illustrates erosion problem areas along Southwest Washington's dynamic coast.
Footage shows the forces of nature in action and a variety of scientific methods that are being used to sort out the causes of long-term coastal.
Southwest Washington Coastal Erosion Workshop Report Edited by G. Gelfenbaum and G.M. Kaminsky, United States Geological Survey, Open-File Report 7.
Ferrini, V.L., Flood, R.D., Results from a multibeam sonar survey on the inner shelf off Grays Harbor: relevance to the Southwest Washington Coastal Erosion Study.
Southwest Washington Coastal Erosion Workshop Report Cited by: High resolution 2D and 3D ground penetrating radar datasets. Southwest Washington Coastal Erosion Workshop Report Edited by G.
Gelfenbaum and G.M. Kaminsky, United States Geological Survey, Open-File Report Exploring correlation between shoreline progradation and climate indices, Southwest Washington. Southwest. Cited by: Phipps, J.B.,Coastal accretion and erosion in Washington StateShorelands and Coastal Zone Management Program, Washington Department of Ecology, Olympia, WA, 33 p.
Southwest Washington Coastal Erosion Workshop ReportUnited States Geological Survey Open File Reportp Download Workshop Paper (KB) Stewart, C.J., Sixth International Conference on Remote Sensing and Marine and Coastal Environments, MayButman, B., and Lindsay, J.A., A Marine GIS library for Massachusetts Bay with a focus on disposal site, contaminated sediments, and sea floor mapping: U.S.
Geological Survey Open-File Report OFCD-ROM.Update to the Washington Coastal Geodetic Control Network, Developed in Support of the Southwest Washington Coastal Erosion Study. Publication No.Shorelands & Environmental Assistance Program, Coastal Monitoring & Analysis Program, Department of . | https://cirezynoke.bii-va.com/southwest-washington-coastal-erosion-workshop-report-1998-book-17888ha.php | 2020-10-19T22:07:27 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
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Trump turns 180 Degrees with a Position on Russian Influence. US President Donald Trump turned 180 degrees Tuesday with his position on influencing the US presidential election by Russia.
According to Trump, he meant Monday in the press conference with his Russian counterpart Vladimir Putin the opposite of what he said.
After the summit in Helsinki, Trump was asked whether he believed his intelligence services or Putin as regards this alleged Russian influence. He evaded the question and replied:
“Dan Coats (Chief of Intelligence, ed.) Came to me and stated that he thinks it is Russia, Putin says it is not Russia, I see no reason to believe that Russia would be.”
Tuesday Trump came back to this and said he would have liked to say something else. “I see no reason to accept that Russia would not be”, he would have wanted to say.
Trump got a lot of criticism on Monday after his statements at the summit in Finland, mainly of distinguished members of his Republican party.
The fact that Trump believed Mr Putin’s words rather than the findings of his intelligence services were wrong, for example, with Paul Ryan and Mitch McConnell, the Republican leaders in the House of Representatives and the Senate, respectively.
According to them, Trump should not forget that Russia is an enemy and not a friend of the US. Ryan and McConnell, like almost all political figures, emphasised that the intelligence services speak the truth and not Russia.
Support
The US president spoke to reporters in the White House on Tuesday.
He said that he has complete confidence in the American intelligence services and supports them. He embraces their findings that Russia has interfered with the 2016 elections.
Trump emphasised that, as far as he was concerned, this interference had no influence on the elections he had won.
With an aggressive approach, his government will ensure that the Congressional elections are better protected in November.
Trump also said Tuesday that it is possible that other countries too have interfered with the 2016 elections. That is not true according to its intelligence services.
Clinton
The American intelligence services have provided extensive evidence that Russia tried to influence the US presidential election in 2016.
It happened by hacking the Democratic party and John Podesta, the head of the campaign of Trump’s competitor Hillary Clinton. The goal of Russia was to let Trump win the elections.
Putin said on Monday after the summit in Helsinki that he indeed wanted Trump to become president, but he positively denies that Russia has interfered with the elections in any way.
Trump declared on Monday that he agreed and that Putin “denies it so strongly”. On Tuesday, he said that he meant it uniquely. | https://citynewsjournal.co.uk/trump-turns-180-degrees-with-a-position-on-russian-influence/ | 2020-10-19T21:25:14 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
Heath Math Program Level 3
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The software provides amazing ways to deal with complex problems. Financial Mathematics I: Portfolio Optimization 3 Credits 3 Complete and incomplete markets, optimal investment paths, dynamic optimization, the Black-Scholes model, European options, American options. The students then have a purpose for reading: to confirm or disprove their prediction for the text. I'm so thankful that I happened to find you on the internet and decided to take a chance and buy the 1-A! Here are some of their experiences: Vow! Following the reading, reciprocal teaching is employed with the students and teacher taking turns assuming the role of teacher as they model summarizing, questioning, clarifying, and predicting.
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The model of instruction used in Project SUCCESS was developed by studying existing research and planning a systematic program to fit the specialized needs of upper-grade students.
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Levy Crockett posted an update 1 month, 2 weeks ago on. Chapter 8 refers to finding to see science on real world and the right way to make experiments come alive, but not in a Weird Science like path.
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Industry sources are making predictions that downloadable audio books will outsell printed books in in the future with some predicting that downloadable audio books will overtake printed books as the No1 most popular product for the.
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Gray Wood Better Than Paper Bulletin Board Roll
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B20PC Protective Closure Bags –20 7/16” x 24 ¼”
Our B20PC Crystal Clear Protective Closure Bag measures 20 7/16” x 24 ¼” with the opening of the bag on the 20 7/16” side. This bag is designed with the adhesive on the bag, not the flap. The B20PC is recommended for 20" x 24" art, photography, double mats with backing, and single mats with foam board up to about 5/16 inch thick.
Availability: In stock
SKU
B20PC
Larger orders, please contact us for pricing.
Product Details
The B 24" art and photography prints. This product also works well with the following:
- Artwork
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Create New Account | https://clearbags.ca/b20pc.html | 2020-10-19T21:36:02 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
Dr. April Perry (HESA), Dr. Lane Perry (CCESL), and Adam Ray (WCU Admissions; HESA Alum) recently published 2 articles on community engagement among graduate student populations. First, in ACPA’s “Developments” journal in February drawing attention to the topic, and second in NASPA’s “Knowledge Community Annual Publication” in March with a follow-up piece more explicitly addressing research and competencies on the topic. | https://clearvision.wcu.edu/archives/category/humanservices | 2020-10-19T20:55:40 | CC-MAIN-2020-45 | 1603107866404.1 | [
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"https://clearvision.wcu.edu/wp-content/uploads/2020/03/AP-Headshot-2019-glasses-716x1024.jpg",
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Nigerian Songs
Dremo – Pepper
Dremo Pepper Mp3 Download
Davido Music Worldwide rapper, Dremo comes through with a brand new Extended Playlist titled Code Name Vol. 2.
The project contains a total of 12 tracks with guest appearances from Falz, Naira Marley, Davido, Peruzzi and others.
“Pepper” is a track off the project.
Stream and download below… | https://cliq.ng/music/nigerian-songs/dremo-pepper-mp3-download/ | 2020-10-19T21:25:22 | CC-MAIN-2020-45 | 1603107866404.1 | [
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"https://cliq.ng/wp-content/uploads/2020/04/Dremo-Ft-Naira-Marley-–-Konjinaba.jpeg",
"Dremo – Pepper 8 Dremo Pepper Konjinaba"
]
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Nigerian Songs
Mr Real – Lambalimolanba Ft. DJ Lisa, DJ Yk Beat
Mr Real Lambalimolanba Mp3 Download
Nigerian singer, Mr Real comes through with a new dance single titled “Lambalimolanba,” featuring DJ Lisa and DJ Yk Beat.
The new single ‘Lambalimolanba‘ is off Mr Real’s highly aniciapted project titled “General Of All Lamba” (GOAL) EP.
“General Of All Lamba” EP is out now and it is compiled with 4 solid tracks which will definitely takeover parties. | https://cliq.ng/music/nigerian-songs/mr-real-lambalimolanba-ft-dj-lisa-dj-yk-beat/ | 2020-10-19T21:22:54 | CC-MAIN-2020-45 | 1603107866404.1 | [
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"https://cliq.ng/wp-content/uploads/2020/01/Mr-Real-Baba-Fela-768x768-1.jpg",
"Mr Real – Lambalimolanba Ft. DJ Lisa, DJ Yk Beat 8 Mr Real – Lambalimolanba Ft. DJ Lisa, DJ Yk Beat"
]
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News
42-Year-Old Woman Murdered In Front Of Her House In Oyo
A 42-year-old woman identified Mrs Olusayo Fagbemi was killed with machete in front of her house in Sasa, Ojo’o area in Akinyele Local Government Area, Ibadan, Oyo state today June 24.
According to reports, the woman was washing clothes in front of her house when her husband heard her cry for help.. | https://cliq.ng/news/42-year-old-woman-murdered-in-front-of-her-house-in-oyo/ | 2020-10-19T21:41:34 | CC-MAIN-2020-45 | 1603107866404.1 | [
[
"https://cliq.ng/wp-content/uploads/2020/06/5ef33f5bdea44.jpeg",
"42-Year-Old Woman Murdered In Front Of Her House In Oyo 8 42-Year-Old Woman Murdered In Front Of Her House In Oyo"
]
] |
News
See The Amount It Cost To Bring Chinese Doctors, Equipment To Nigeria
The. | https://cliq.ng/news/see-the-amount-it-cost-chinese-doctors-nigeria/ | 2020-10-19T21:29:03 | CC-MAIN-2020-45 | 1603107866404.1 | [
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"https://cliq.ng/wp-content/uploads/2020/04/5e8e057c39e06.jpg",
"See The Amount It Cost To Bring Chinese Doctors, Equipment To Nigeria 8 See The Amount It Cost To Bring Chinese Doctors, Equipment To Nigeria"
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Everything You Need To Know About Workaholism
Research on workaholism indicates that dependence on work is estimated to affect between 27% and 30% of the general population today.
In popular culture, “workaholism” is a buzzword often used to describe devotion to work in a positive light — by defining themselves as workaholics, people often think they are showcasing their passion for their jobs.
But, we should resist equaling workaholism with having a great work ethic, working hard, being dedicated to work, loving one’s job, or occasionally working long hours to beat a deadline.
Workaholism, or work addiction, is actually a serious problem that can lead to career burnout, or overworking oneself to serious health issues — even death.
To help shed light on the difference between healthy and unhealthy work habits, here’s a rundown of the most important, workaholism-related research, facts, and statistics. We’ll also talk about what workaholism is, what it’s NOT, how you can recognize it, as well as how you can address it.
Table of contents
CHAPTER 1: Workaholism basics
- What is workaholism?
- What are the main causes of workaholism?
- What workaholism is NOT?
- Being a workaholic vs working hard
- Being a workaholic vs having a good work ethic
- Being a workaholic vs working long hours
- Being a workaholic vs having high work engagement
CHAPTER 2: Recognizing workaholics
- What are the traits of workaholics?
- What are workaholic symptoms?
- What do workaholics sacrifice for work?
- The correlation between workaholism and psychological disorders
- The correlation between workaholism and personality traits
- What are the types of workaholics?
- Definitions of workaholic types in the 1970s
- Definitions of workaholic types in the 1980s
- Definitions of workaholic types in the 1990s
- Definitions of workaholic types in the 2000s
- Definitions of workaholic types in the 2010s
CHAPTER 3: The effects of workaholism
- The effects of workaholism on work, family, and individual outcomes
- Other effects of workaholism on family life
- Other effects of workaholism on health and eating habits
CHAPTER 4: Workaholism around the world
- Workaholism in the United States
- Workaholism in the UK
- Workaholism in Norway
- Workaholism in Japan
- Countries with the highest share of people working long hours
- Global workaholism vs hourly productivity
- Global workaholism and vacations
CHAPTER 5: Addressing workaholism
- How to address workaholism?
CHAPTER 1: Workaholism basics
In this chapter, we'll talk about: What is workaholism? What are the main causes of workaholism? What workaholism is NOT? How being a workaholic differs from working hard, having a good work ethic, working long hours, or having high work engagement?
What is workaholism?
The term "workaholism" was first coined in 1971, by American psychologist Wayne E. Oates in his book Confessions of a Workaholic: The Facts About Work Addiction . According to his definition of workaholism, it is "the compulsion or the uncontrollable need to work incessantly".
In line with that, a workaholic is usually referred to as someone "who works compulsively" or is a "work addict". However, there has been little empirical research (and, a consensus is yet to be made) about what exactly it would mean to call someone a workaholic — so, there is still no definitive workaholics definition.
Even so, researchers have aimed to further explain the term. According to Scott, Moore, & Miceli (1997), there are three main characteristics of workaholics:
- They spend a lot of time on work activities.
- They are preoccupied with work, even outside working hours.
- They work more than what is expected of them to finish their tasks.
In the years since Oates, other researchers have gone to define workaholism as:
- An addiction to work. ( Robinson, 2000 ; Porter, 2006 ; Ng, Sorensen & Feldman, 2007 )
- A pathology. ( Fassel, 1990 )
- A behavior pattern that persists across multiple organizational settings. ( Scott, Moore & Miceli, 1997 )
- A syndrome comprised of high drive, high work involvement, and low work enjoyment. ( Aziz & Zickar, 2006 )
In recent times, the "addiction" definition has been given the most credence, especially in the work of Andreassen (2013) and Sussman (2012).
According to Taris et al. (2008), there are two main components to workaholism:
- The behavioral component , which manifests as working excessively hard — includes working long hours per day or week.
- The psychological component , which manifests as being obsessed with work — includes the inability to detach yourself from work and working compulsively.
What are the main causes of workaholism?
According to Malissa Clark, an expert on workaholism dedicated to studying this type of addiction, there are 4 leading causes we associate with workaholism:
- The motivational causes: Workaholics don't work because they enjoy the work — they work because they feel like they should.
- The cognitive causes: Workaholics find it difficult to stop thinking about work, even when they're not working.
- The emotional causes: Workaholics feel anxious and guilty when not working.
- The behavioral causes: Workaholics have a tendency to work more than their companies expect from them.
What workaholism is NOT?
You may think that you are a workaholic — but, perhaps you are just a hard worker with a good work ethic and work engagement who occasionally works long hours. There are differences, and here's what they are.
Being a workaholic vs working hard
According to a BBC article , the main difference between workaholics and people who "merely" work hard is busyness .
Namely, people who work hard are focused on a certain priority they need to finish before a deadline, so they put in extra hours and effort. Afterward, they go back to their normal work routine.
But, workaholics work hard because they need to feel busy — unless they are constantly thinking about, worrying about, and focused on work, they feel guilty and insecure.
According to Julian Gordon, the author of the LinkedIn post High Performers vs. Workaholics: 7 Subtle Differences , this insecurity stems from the workaholics themselves, who fail to understand:
- The real value they represent for the organization they are working for
- The real importance they hold in their organizations
So, these workaholics try to compensate for their perceived lack of value and importance by being busy. Gordon stresses that such workers "believe that the busier they are, the more important they must be."
Non-workaholics stop working hard once they reach success on their goals. But, for workaholics, enough is never truly enough — the goal is never fully reached and they never feel the sense of accomplishment that comes with objective success.
Being a workaholic vs having a good work ethic
Having a good work ethic means that you attach certain values to your conduct at work, including:
- Being punctual
- Maintaining a focus on work
- Being dedicated
- Being professional
- Having a desire to improve
- Showing initiative
- Being productive
None of the listed traits are specifically connected with being a workaholic — and can all be achieved without succumbing to a compulsion to work excessively.
Being a workaholic vs working long hours
Workaholics tend to work long hours. However, working long hours doesn't necessarily mean that you're a workaholic.
According to an article published in the Harvard Business Review , the difference between being a workaholic and working long hours is the ability to switch off after work .
Namely, an employee can work 60+ hours per week, and still not be a workaholic, due to having the ability to stop worrying about work after work hours.
On the other hand, an employee can work a little more than 40 hours per week, and be a workaholic due to the inability to stop thinking about work long after work hours.
The same HBR article showcased a study from 2010 that covered 763 employees from the Dutch branch of an international financial consulting firm.
The aim of the study was to compare the respondents' workaholic tendencies, work skills, motivation, and work hours, with their risk of developing diabetes and cardiovascular diseases.
The study found that long work hours were not directly related to these health issues — but, workaholic tendencies were.
Moreover, workaholics also reported sleep problems, emotional exhaustion, much more than people who were merely working long hours.Learn more: How to cope with working long hours | How to manage efficiently working 80+ hours a week
Being a workaholic vs having high work engagement
Some people may appear like they have workaholic tendencies, because they simply love their job, and love thinking about what they need to work on, and how they will approach their future work. But, there is a distinction between people who constantly worry about work and those who often think about their work because they enjoy it — especially in terms of health.
Namely, the same HBR study mentioned earlier also graded its 763 employees on their engagement at work — high engagement indicated they enjoyed their work, while low engagement indicated they didn't.
The results showed that non-engaged workaholics had a 4.2% higher risk of developing diabetes and cardiovascular disease than engaged workaholics. Not a big difference, but still, an existing one — high-engaged workaholics are at a lower risk of health issues than low-engaged workaholics.
Moreover, other research (Stefano & Gaudiini , 2019) also indicates a clear distinction between workaholism and work engagement — by describing the former as a "pathology" and the latter as a "healthy form of heavy work investment".
CHAPTER 2: Recognizing workaholics
In this chapter, we'll shed light on how you can recognize whether you or someone in your environment is a workaholic. We'll talk about workaholic traits, types, symptoms, and possible correlations with certain personality traits and psychological disorders you should keep an eye on.
What are the traits of workaholics?
According to a study published in t he New York Post that surveyed 2,000 employed Americans, here are the 10 telling signs of a workaholic:
- In 54% of cases, workaholics prioritize work before their personal lives.
- In 51% of cases, they worry about work, even on a day off.
- In 50% of cases, they have difficulties switching off while on vacation, or they simply work throughout their vacations.
- In 48% of cases, they check emails even during the night.
- In 46% of cases, they are the first to arrive at work and the last to leave. Moreover, the same share of the respondents feels like they are too pressured or too busy to take annual leave.
- In 45% of cases, they skip their lunch breaks at work, while the same share feels anxious if they don't know what's going on at work.
- In 44% of cases, they are told by friends or family members that they work too much.
- In 39% of cases, they check emails first thing in the morning.
What are workaholic symptoms?
Norwegian researchers from the Department of Psychological Science at the University of Bergen have developed The Bergen Work Addiction Scale to help determine whether someone is a workaholic . To develop this scale, the researchers studied 16,426 working adults in Norway, based on 6 main criteria:
- Salience — the phenomenon of being preoccupied with work.
- Mood modification — the phenomenon of using work as a way to alleviate emotional stress.
- Tolerance — the ability to gradually work longer hours over a continued period with the same mood-modifying effects.
- Withdrawal — the feeling of physical and emotional distress if unable to work.
- Conflict — the phenomenon of sacrificing relationships and social obligations because of work.
- Relapse — the phenomenon of suffering negative consequences as a result of excessive work.
The Bergen Work Addiction Scale consists of 7 declarative sentences you can answer with: Never / Rarely / Sometimes / Often / Always
The final tally of the answers will help you determine whether you are a workaholic. And here are the statements:
- prioritize work over hobbies, leisure activities, and exercise.
- You work so much it has negatively influenced your health.
If you've answered "often" or "always" to at least 4 out of the 7 listed points, you have a work addiction.
What do workaholics sacrifice for work?
An additional way to recognize workaholism is to think about what you are willing to sacrifice for work.
One U.S.A Today poll that covered the time period between 1987 and 2008, has identified what people sacrifice in order to stay on top of their work, and maintain the feeling of busyness.
As much as 56% of respondents cited "sleep" as the number one activity they sacrifice on the shrine of workaholism. Recreation (52%) and hobbies (51%) followed closely, as the activities that took the second and third place. Socialization is also affected: as much as 44% of respondents declared they sacrifice time with friends, while 30% of respondents declared they sacrifice family time.
The correlation between workaholism and psychological disorders
According to the same study where a group of psychology researchers surveyed 16,246 working adults in Norway (which was the same study used to develop the Bergen Work Addiction Scale in the first place), there is a link between workaholism and certain psychological disorders.%)
- A higher percentage of workaholics than non-workaholic has met depression criteria (8.9% vs 2.6%)
However, the same study did not clarify whether it was the psychiatric symptoms that caused workaholism, or whether it was workaholism that caused the psychiatric symptoms.
The correlation between workaholism and personality traits
One of the more current topics among researchers of workaholism is whether there is a link between workaholic tendencies and certain personality traits.
The Big Five personality traits (also known as the five-factor model and the OCEAN model) grades people on their:
- O penness to experience
- C onscientiousness
- E xtraversion
- A greeableness
- N euroticism
Several papers (Burke, Matthiesen & Pallesen, 2006; Andreassen, Hetland & Pallesen, 2010; Clark, Lelchook & Taylor, 2010) have discussed the correlation between these personality traits and workaholism. They have indicated that:
- Conscientiousness, extraversion, neuroticism, and openness are positively related to workaholism
- Agreeableness is negatively related to workaholism
In general, these links were found to be relatively weak.
However, various researchers have indicated that people who are more extroverted, conscientious, and neurotic, as well as people with personality type A (described as ambitious, status-conscious, impatient, anxious, and rigidly organized), are more likely to develop workaholic tendencies.
What are the types of workaholics?
Since the term "workaholism" was first introduced in 1971, researchers have defined several types of workaholics, which may partially overlap with each other. As previously mentioned, there is no universally acclaimed definition of workaholics, implying that there is no universally acclaimed workaholic typology — but, if you identify with the traits of some of the listed workaholic types, it may be time for concern:
Definitions of workaholic types in the 1970s
Oates (1971) recognizes 4 types of workaholics:
- The dyed-in-the-wool workaholics — they are perfectionists who take work seriously and only aim for the highest performance standards.
- The converted workaholics — they set limits to their work hours and aim to have and enjoy free time.
- The situational workaholics — they don't have a typical workaholic personality but aim to achieve high standards in certain situations.
- The pseudo or escapist workaholics — they mimic the behavior of workaholics in order to gain or maintain a high position at work, or they use work as a way to escape their unhappy home life.
Definitions of workaholic types in the 1980s
According to Rohrlich (1981), there are 13 types of workaholics, and they range from the sensible workaholic to the absurd workaholic.
Naughton (1987) recognizes 2 types of workaholics:
- The job-involved workaholics — they are high in work commitment and low in work compulsion.
- The compulsive workaholics — they are high in both work commitment and compulsion.
Definitions of workaholic types in the 1990s
Fassel (1990) recognizes 4 types of workaholics:
- The compulsive workers — they are driven to work all the time and represent the universal stereotypical view of workaholics often depicted in media.
- The binge workers — they work in binges, rather than continuously.
- The closet workers — they hide work so they won't be discovered working when they're not supposed to.
- The work anorexics — they avoid work through procrastination but feel a rush of adrenaline when they finish a project at the last minute.
Scott, Moore, & Miceli (1997) recognize 3 types of workaholics:
- The compulsive-dependant workaholics — they exhibit symptoms of the obsessive-compulsive personality.
- The perfectionist workaholics — they are preoccupied with rules and details and pursue work and productivity at the cost of social activities leisure time.
- The achievement-oriented workaholics — they strive toward success and achievement in moderately difficult tasks and are thus viewed positively.
Definitions of workaholic types in the 2000s
Robinson (2000) recognizes 4 types of workaholics:
- The relentless workaholics — t hey aim to work all the time and believe work is more important than anything else in life. Viewed as similar to Oates' dyed-in-the-wool workaholics.
- The procrastinating workaholics — t hey procrastinate until the last minute and then work frantically to finish a task.
- The high stimulus-seeking workaholics — they are easily bored and seek excitement in the form of tight work schedules, peppered with multiple (preferably new) parallel projects.
- The bureapathic workaholics — they tend to prolong tasks and create additional work.
Definitions of workaholic types in the 2010s
Glicken (2010) recognizes 6 types of workaholics:
- The loner workaholics — they work hard and want to be left alone while doing so.
- The frightened workaholics — they are afraid of losing their jobs, so they constantly worry about not completing tasks on time, or with the expected quality.
- The burned-out workaholics — they carry on with their work, even if they don't find any satisfaction at their jobs, due to the lack of other interests.
- The incompetent workaholics — they work hard, but can't seem to get much done due to a lack of competence for the work they were assigned to do.
- The dictatorial workaholics — they push others to work harder than necessary, rather than taking on this habit themselves.
- The manic-depressive workaholics — they may work hard and reach incredible results during their manic highs, and then slump to inactivity during their manic lows.
Robinson (2013) suggested another typology after his first from 2000., where he recognizes 4 types of workaholics:
- The relentless workaholics — the same type as the one he suggested in his previous work.
- The bulimic workaholics — they aim to perform their work perfectly, or not do it at all.
- The savoring workaholics — they are consumed by their attention to detail.
- The attention-deficit workaholics — they start multiple projects, but get bored, and need to move on to new challenges.
CHAPTER 3: The effects of workaholism
Various research shows that workaholism has an effect on work, family, individual outcomes, as well as on the health and eating habits of individuals with workaholic tendencies. In this chapter, we'll talk about what these effects are.
The effects of workaholism on work, family, and individual outcomes
According to a science brief published on The American Psychological Association , here's what effect workaholism has on your work, family, and individual outcomes:
The effect on work outcomes
- Job satisfaction starts to decline.
- Counterproductive work behaviors, job stress, but also career prospects start to rise.
- There is no significant correlation between workaholism and work performance.
The effect on family outcomes
- Family satisfaction starts to decline.
- Marital dissatisfaction and work-life conflicts start to rise.
- There is no significant correlation between relationship satisfaction and workaholism.
The effect on individual outcomes
- Life satisfaction, physical health, and emotional health start to decline.
- The chance for burnout starts to rise, alongside emotional exhaustion, cynicism, and depersonalization.
- There is no significant correlation between professional efficiency and workaholism.
As this data shows, workaholism makes the personal aspects of life decline, while the professional aspects of life remain mostly unaffected. Namely, although career prospects are likely to rise, work performance and professional efficiency, other likely important motivations for compulsive work, are not likely to improve.
Other effects of workaholism on family life
Workaholic tendencies can have an effect both on the spouse and children of the workaholic in question.
According to Bryan Robinson, professor emeritus at the University of North Carolina at Charlotte and the originator of the 2000 and 2013 workaholic types division, the divorce rate for marriages where at least one spouse is a workaholic is 40% higher .
Moreover, the Growing Up in Australia study conducted by The Australian National University (ANU) and La Trobe University has observed ~2,500 working couples and their children over a span of 10 years. Their aim was to understand how improper work-life balance affects the parents' commitment to their children.
The study found that 6 out of 10 couples would struggle to manage their work and family commitments. Also, 1 in 7 couples experienced longer periods when one of the parents was not managing these family commitments well.
The study further showed that this effect was strongest when the parents worked in demanding, inflexible jobs with low security and long hours. As a result of this work-life conflict, the parents would feel unhappy, tired, stressed, and cranky, and the children's mental health would be at risk.
Moreover, the previously mentioned U.S.A. Today poll has found one striking difference in meal habits between 1987 and 2008 that is likely to affect family life. Namely, in 1987, 50% of respondents claimed they ate at least one meal with their families on a daily basis. In contrast, this number has plummeted to 20% of respondents by 2008 — indicating another decline in the chances for socializing with the family.
Other effects of workaholism on health and eating habits
We already touched upon the correlation between workaholism and health in the section that dealt with the difference between workaholism and working long hours. Further research supports the notion that workaholic tendencies can have a strong effect on one's health — but also on eating habits.
According to a study by Chan, Ngan, & Wong (2019 ) that covered the time period between 1998 and 2018, people who work 11 hours per day (such as workaholics) have a 67% bigger chance of suffering from coronary disease than people who work 8 hours per day.
According to research by Dembe, Ericson, Delbos, and Banks (2005), people who work 12 or more hours per day are 37% more prone to job-related injuries.
A Balducci, Avanzi & Fraccaroli (2018) study has indicated that there is a link between workaholism and health problems such as high systolic blood pressure and higher levels of mental distress (usually occurring one year later).
The CEO of the Energy Project, Tony Schwartz, conducted a poll on Huffington Post , in which he surveyed 1,200 self-admitted workaholics about their experiences at the workplace:
- 60% of respondents stated they spend ~20 minutes on lunch breaks.
- 20% of respondents stated they spend ~10 minutes on lunch breaks.
- 25% of respondents stated they DON'T take their lunch breaks or any breaks at all.
This data is in line with the research conducted by the Academy of Nutrition and Dietetics (formerly the American Dietetic Association), which had 75% of self-admitted workaholics state they eat lunch at their desks at least 3 times per week.
As a result of such poor eating habits, workaholics are likely to suffer additional health issues — if the situation escalates to a starvation diet, one of the possible outcomes can even be death.
CHAPTER 4: Workaholism around the world
In this chapter, we'll talk about the prevalence of workaholism and how it manifests in select countries across the globe.
Workaholism in the United States
Are Americans overworked?
Well, according to the previously mentioned article in the New York Post, workaholism is a self-identified trait of many modern-day Americans:
48% of Americans consider themselves to be workaholics. But, only 28% of them claim they work so hard because of financial necessity. Moreover, an average American works 4 hours per week for free and spends an additional 4 hours per week just thinking about work.
However, a paper by Grifiths, Lisha, and Sussman (2011) indicates that only about 10% of American workers have a true addiction to work — giving rise to the theory that people may be confused about what workaholism really is.
Workaholism in the UK
According to a UK-based survey that covered 2,000 employees, as much as 40% say they cannot switch off after work — and, as much as one third of respondents believe they would be labeled as a workaholic by others.
Emails also prove to be a big challenge for UK employees with workaholic tendencies — this common type of recurring tasks prompts:
- 57% of respondents to check their emails during the weekend
- 30% of respondents to check their emails throughout the night
- 20% of respondents to check their emails while in bed
In addition, 16% of respondents say they can't eat without checking their emails (with 1 in 5 having health problems over such diligent work).Learn more: How much time do we actually spend on recurring tasks? (Study 2020)
To cap off the workaholism-related situation in the UK, as much as 97% of people surveyed take additional work home and fail to leave work on time.
Workaholism in Norway
One nation-wide survey in Norway showed that the prevalence of workaholism is 8.3% among the employees in this country. Here is a rundown of the most striking findings of the Norway-based survey:
- Women are somewhat more susceptible to workaholism than men (51% vs 49%).
- The age group where workaholism is most prevalent is 46-58 years (36.5%)
- Workers living with a partner are much more susceptible to workaholism than workers not living with a partner (82.5% vs 17.5%)
- Workers without childcare responsibility are somewhat more susceptible to workaholism than workers who have childcare responsibility (57% vs 43%)
- Workers with 100% full-time equivalent are much more susceptible to workaholism than workers with a lower full-time equivalent (78.3% vs 21.7%)
- People with Vocational school education are most likely to be workaholics (33.7%)
Workaholism in Japan
Japan is famous for its work ethic, but also notorious for its workaholic tendencies. Karoshi , or "death by overwork" is a common occurrence in Japan, and is tied to heart attacks, strokes, starvation diets, and even suicides. According to the National Defence Council for Victims of Karoshi, the estimated number of Japanese workers who overwork themselves to death is 10,000 per year .
The cause for these figures is likely tied to the real length of the Japanese work week, and the tendencies in their work culture. Namely, they often clock about 80 hours of overtime per month. Moreover, one study has found that as much as 63 % of Japanese employees feel guilty about taking annual leave.
In recent times, however, employers have started implementing measures to get their employees to stop working past work hours. As reported by The Wall Street Journal , these measures include curfews, spot calls, and loud music at the official end of the workday — one company in Tokyo even opts to play the "Rocky" theme tune as a sign that it's time to go home.
Other initiatives include assigning "embarrassment" capes for people who work overtime, as well as campaigns to introduce Premium Fridays (the permission to leave at 3 p.m. on the last Friday of the month). Sadly, figures show that only 4% of employees actually left work at the agreed time on the first Premium Friday, indicating that the abolishment of the workaholic culture in Japan is still a long way to go.Learn more: Overworking: how it impacts our lives and how to avoid it
Countries with the highest share of people working long hours
We already talked about how working long hours differs from being a workaholic. But, although people who work long hours are not necessarily workaholics, people who are workaholics do tend to work long hours.
One Rasmussen Reports survey highlights the 5 countries where people are most likely to work longer hours, indicating that their employees may have a higher chance of developing workaholism.
Turkey takes first place, with 46.13% of respondents stating they work long hours. Japan takes second place, with a share of 31.7%. Mexico follows closely, with 28.63% of respondents stating they work long hours. South Korea takes fourth place, with a share of 27.66%. Israel caps off the list, with 17.58% of respondents stating they work long hours.
Global workaholism vs hourly productivity
So, why do workaholics tend to work longer hours?
Sometimes, it's actually because they (or their organizations) think it makes them more productive.
But, a 2015 research from the Organization for Economic Cooperation and Development (OECD) indicates that the number of hours worked is not linked to productivity, at least not in terms of GDP per hour worked:
Luxemburg ($93.4), Ireland ($87.3), and Norway ($81.3) take the first three spots in terms of the highest GDP per hour worked. Coincidently, none of the top ten countries with the highest GDP per hour worked can be found in the list of the top ten countries with the highest average hours worked per week.
Moreover, although Mexico has the highest number of hours worked per week (41.2), coincidentally, they also have the lowest GDP per hour worked ($20.3).Learn more: Average Working Hours (Statistical Data 2020)
Mexico's low numbers in terms of labor productivity may not be tied just to their comparatively longer working hours — namely, Mexico is estimated to be one of the countries with the highest stress levels, owing to ~85% of corporations being labeled as having toxic work environments .Learn more: Toxic work environment: how to recognize the red flags and what to do
Workaholics are also less likely to be productive overall — the stress-induced health issues and other problems that come with workaholic tendencies are more likely to make productivity plummet over time, rather than help increase it.Learn more: 25 ways to increase productivity | How to be productive working from home | Personal productivity guide: Maximize productivity with these methods and apps
Global w orkaholism and vacations
Considering that one of the workaholic tendencies includes working past the expected number of hours per day and thinking about work even when not working, it's no surprise that workaholics often struggle while on vacations. Some of them aim to put their minds at ease by working while vacationing or by simply leaving their days off unused.
According to Expedia's 2018 Vacation Deprivation Study , here are the countries that have the most number of vacation days they don't use before the end of the year:
Japan emerges as the country where employees are the least likely to take time off — namely, although they receive 20 days off per year, they only use up half of that time.
In Italy , employees leave 7 days of vacation unused — but, they do receive 28 days off per year, to begin with.
In Australia , employees leave 6 days unused — out of 20 days of annual time off they usually receive.
India, but also New Zealand follow closely, with 5 days unused, out of the 20 days received.
The United States cap off the list, with 4 days unused, out of the 14 days they receive on average.
To add to these numbers, one Ernst & Young study indicated that as much as 34% of American workers don't take a single day off per year. And, as much as 56% of the workers that DO take days off, still touch base with work while on vacation.
When it comes to the situation in the UK, one Glassdoor survey indicated that as much as 40% of employees take only half of the days they are entitled to as annual time off. What's more that's only the maximum amount, implying that a portion of the said 40% take even less than that. Also, 23% of UK employees who do take time off for vacations still check their emails, while 15% simply continue working in order to stay on track with their work obligations and targets.
Moreover, as mentioned previously, a share of 63% of Japanese employees simply feel guilty about taking annual leave.
One TripAdvisor survey interested in people's vacation habits has indicated that about 50% of people polled in India work during vacations. Moreover, the global results are not much better — namely, the global average of people working during vacations is 44.19%.
CHAPTER 5: Addressing workaholism
In this chapter, we'll talk about how you can address your workaholism, or advise others to address it.
How to address workaholism?
If you believe that you are a workaholic, you can approach this problem the same way other people with addictions would — by going through an anonymous multi-step program. One such solution is to join Workaholics Anonymous , an organization whose only prerequisite for future members is the desire to stop working compulsively. They offer meetings, literature, and annual conferences, so you can connect with and seek support from people experiencing the same struggles as you.
For other addiction treatment options, you can visit the National Association of Addiction Treatment Providers .
Healthline, a reputable website and provider of medical information, also advises further consultations with an expert. Namely, considering that work addiction can be associated with certain mental health conditions (such as depression), it's best that you also consult with a professional, to assess your current mental health.
Other additional tactics you can consider include:
- Making crucial lifestyle changes
- Focusing only on a select set of priority (urgent and important) tasks each day
- Avoiding your biggest stressors as much as possible
- Limiting emailing only to work hours, unless absolutely necessary
- Working no more than 40 hours per week, unless absolutely necessary
- Setting realistic expectations in terms of workload and deadlines
- Working on balancing your life activities better
Conclusion
Workaholism is a prevalent issue among working individuals, occasionally falsely depicted in popular media. So, don't aim to be a workaholic, just because you've read about a multi-talented business magnate or media personality who claims to owe success to a 24/7 work routine.
Instead, aim to be productive, and organize your work in such a way that you finish more in less time, but also with less stress. Aim to have a good work ethic.
Work long hours when needed, but don't overdo it at a cost of your health. Love your job, and be passionate about it, but also leave time for other important things in life. Strive for a better work/life balance.
Seek professional advice to achieve this, if you find that you already have workaholic tendencies.
As a result, you'll be more efficient at your job, but also, healthier and happier in your private life.
References
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I had met Wade previously a couple of years back. We met on two different occasions before. Neither time had worked out for me. Wade had a habit of ghosting me. Twice previously he had told me he was developing feelings for me and actually liked mebefore disappearing rather than contacting me again.
Sometimes you need to phone a friend and say, " Would you think he stepped on my foot" Then she can say, " Oh my god, that really stinks, " but remind you that he probably did not mean to step on your foot and hurt you. It is not going to do you any good to take each of the" How could you? " S and the" Would you believe it? " Since that means he has to defend his personality, s to him. That's not the way to make your man feel as though your man. You have to process it, get out your frustrations and then go to him with an chance to make it like, " I know it was an crash. Can you be more careful with Y, X, Z second time? " He could say, " Yes, of course, " that gives him an opportunity to step up and be your hero. That is how accepting an apology in a reasonable way can make you feel likeyou're on precisely the exact same team. | https://cloudsfusion.com/local-sluts-california/tara-hills-ca | 2020-10-19T21:22:56 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
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You are here
International standardisation (I.S.) of test results
Professor Tim Hughes and his colleagues, co-founders of the International CML Foundation (iCMLf), initiated the global standardisation project seeking a wide adoption of the International Scale (I.S.). The aim of the project is to recruit labs to an internationally standardised scale for reporting q-PCR in as many cooperating countries as possible.
The I.S. enhances the ability to accurately gauge whether a patient’s response meets the internationally agreed TKI therapy goals and milestones CCyR and MR3, as well as deeper molecular responses, MR4, MR4.5 and MR5.
It is important to remember that the above levels of molecular responses can only be reported when there are adequate numbers of control gene transcripts present in a sample.
Early detection of a significant rise in BCR-ABL1 gene transcripts is agreed by both European LeukaemiaNet and NCCN, as an important indication of a potential loss of response, suboptimal response or treatment failure.
Establishing an International Standard
The strength of an International Scale (I.S.) is its potential to be used as a common reference baseline against which an individual’s response to therapy can be accurately measured. Currently there are upwards of 200 labs that are validated on the I.S. However there are still over 1000 labs that are not currently using the International Scale, and even where they do, not all doctors report q-PCR results according to the I.S. to their patients. This causes confusion for patients who try to assess their response to a particular therapy according to the ELNet recommendations or NCCN guidelines.
The foundation of the I.S. method
Samples taken at diagnosis from a group of 30 patients enrolled in the IRIS trial (2000) were measured by three different laboratories: Adelaide in Australia, Mannheim in Germany and Hammersmith in London. An average of the 3 reported values were agreed as the baseline reference value and defined as 100%I.S.. Test results from the IRIS study were then reported in 1 log (tenfold) reductions from this baseline.
Conversion Factor: How a specific local lab value is calculated to allow for conversion to I.S.
“In order to convert a given local result to the international scale, it is necessary to use a conversion factor (CF). This is calculated as follows: CF = 0.1% divided by MMREq (since 0.1% is the agreed value for MMR on the international scale). Once a laboratory-specific conversion factor has been derived, it can be used to convert all local values to the international scale. (This calculation will be invalid if the reproducibility or linearity of the assay is poor, in which case the methodology will need to be optimised.)”
The International Standard: its usefulness as a prognostic tool
Currently most patients need to continue to take TKI therapy on a daily basis, even after achieving a stable molecular response shown by q-PCR testing.
Whilst it is agreed that deeper molecular responses within specific timelines reduce the risk of progression or development of resistance to therapy, issues around the measurement of residual disease still remain.
Four key variables necessary for optimal q-PCR testing:
- The sensitivity of the method used and requirement of a high level of technical expertise
- The correct method of sample collection – in transit cells start to die and mRNA degrades
- The quality of the blood or marrow sample: an adequate number (at least 10,000) of control gene transcripts should be present in any sample
- Reliability- can the result be repeated?
BCR-ABL1 transcript levels are undoubtedly an important indicator of clinical response to TKI therapy. When assessing results from q-PCR testing it is important to look at the trend of several results from a consistent testing source rather than any one single test result.
Switching between testing laboratories
The quality of samples as well as differences in ‘control’ genes, sensitivity of machines, baseline references and reagents, all conspire to make it difficult to compare results reported by different laboratories. A case in point is that of a patient who switched testing from a non-validated lab in the USA to an I.S. validated lab in the UK. The difference in results went from 0.0032% (MR4.5) reported by the non-validated lab to 0.1% (MR3) reported by the I.S. validated lab. This represented an increase of 2 logs and was understandably very unsettling for the patient involved.
For CML patients whose disease is monitored by q-PCR, the message from this and other examples is that ‘not all laboratories are equal’. As an informed patient, it is important to know the pedigree of your q-PCR results. Switching labs may well be unavoidable and is a complex problem, particularly in the USA where health insurance companies often determine the choice of lab. Should you need to change your doctor, in order to ensure consistency in your test results you should request that your samples are sent to the same laboratory used prior to your move. | https://cmlsupport.org.uk/section/international-standardisation-test-results | 2020-10-19T20:51:56 | CC-MAIN-2020-45 | 1603107866404.1 | [
[
"https://cmlsupport.org.uk/sites/default/files/cml_internationalscale_diagrams_v01_0.png",
"The International Scale A diagram representing the PH+ International Scale"
]
] |
德國的華為難題:中國會報復它的汽車產業嗎?
In Huawei Battle, China Threatens Germany ‘Where It Hurts’: Automakers
BER.
返回時,梅克爾微笑著說,「親自體驗就是不一樣。」
That was July 2018, when economic cooperation between the two countries looked limitless — combining Germany’s powerful auto industry and China’s technology giant, Huawei.
那是2018年7月,當時兩國之間的經濟合作看起來充滿無限可能——將德國強大的汽車工業與中國的科技巨頭華為結合在一起。
廣告.
18個月後,圍繞是否允許華為參與建設5G下一代移動網路,德國陷入了一場激烈的辯論。但鑒於包括奧迪(Audi)和戴姆勒(Daimler)在內的德國汽車製造商已經跟華為展開密切合作,坐在駕駛座上的,恐怕是中國。
Whatever Germany decides will shape its relations with China for years and reverberate across the Continent. It will send a powerful political signal on how united, or fractured, Europe will be in the digital age of rivalry between Washington and Beijing.
無論德國做出何種決定,都將在未來數年塑造它與中國的關係,並在整個歐洲大陸產生反響。這將發出一個強有力的政治信號,表明在華盛頓和北京之間展開競爭的數位時代,歐洲究竟是鐵板一塊還是四分五裂。.
與其他歐洲國家一樣,德國也面臨著來自美國政府排斥華為的巨大壓力,後者擔心這家中國企業是一個特洛伊木馬,會讓中國政府監視或控制歐美的通信網路。即使在川普總統週三與中國簽署第一階段的貿易協議之後,這種壓力仍然存在。
“The West should have a joint solution to 5G because we view the world the same way,” Richard Grenell, the United States ambassador to Germany, said on Thursday in an email.
美國駐德國大使理查德·格雷內爾(Richard Grenell)週四在一封電子郵件中表示:「西方應該對5G採取一個聯合解決方案,因為我們看待世界的方式是一樣的。」.
但對德國而言,這個決定尤其令人憂慮。與川普政府的關係始終伴隨著對德國汽車製造商徵收關稅的威脅,以及越來越多的不信任,歐洲人已經開始相信,這種不信任即使不會導致關係破裂,也可能永久性地重塑一個曾經堅不可摧的跨大西洋聯盟。.
另一方面,中國正作為一股新的戰略力量以及越來越不可或缺的經濟夥伴擠上歐洲舞台。它是領先第二名許多的世界最大市場,對德國主要的汽車製造商而言,中國已經成為最大的增長來源,也是保持其豪華車市場主導地位的關鍵。
廣告
It is a position that China has not been shy to weaponize.
中國會毫不猶豫地將這一點利用起來。
.”
「如果德國做出決定,導致華為被排除在德國市場之外,肯定會產生一些後果,」中國駐德國大使吳懇上個月警告。「中國政府不會坐視不管。」
Konstantin von Notz, a lawmaker and member of the digital affairs committee in the German Parliament, put it this way: “The Chinese have made clear that they will retaliate where it hurts: The car industry.”
德國議員、議會數字事務委員會成員康斯坦丁·馮·諾茨(Konstantin von Notz)是這樣說的:「中國人已經明確表示,他們會選擇要害部位來報復,也就是汽車產業。」.
幾個月來,對於是否將華為實際排除在競標過程之外,德國議員一直閃爍其詞。預計在未來幾週,議會將再次就該問題進行辯論。隨著決策的臨近,梅克爾陷入了左右為難的境地:一邊是憂心忡忡的德國汽車製造商,他們在她十二次造訪北京的過程中一直陪伴左右,另一邊則是警惕的情報界。
Ms. Merkel, steward of the pro-business Christian Democratic Party, met on Thursday with lawmakers from her party and urged them to find a solution that would settle the dispute.
作為親商的基督教民主黨(Christian Democratic Party)的守護人,梅克爾週四會見了該黨議員,敦促他們找到解決爭端的方案。
Ms. Merkel is opposed to banning the Chinese company.
梅克爾反對封殺這家中國企業。
廣告
“It is not about individual companies, but rather security standards,” the chancellor said in November. “It is about the certification we will carry out. That should be our guiding benchmark.”
「這與具體公司無關,而是與安全標準有關。」她在去年11月曾經這麼表示。「這與我們將執行的認證有關。那應該是我們的指導性基準。」.
但德國的外交政策和情報界正在醞釀反抗,他們對美國限制情報共享的威脅感到擔心,這其中甚至包括梅克爾黨內的一些議員,他們希望向議會提交一份帶有更嚴格安全標準的提案,實際上將把華為拒之門外。
Ms. Merkel’s critics say the current certification process, which merely demands that companies sign a pledge not to spy, is inherently flawed because it relies on trust.
梅克爾的批評者說,當前的認證程序僅要求企業簽署一份保證不從事間諜活動的承諾,這本身就存在漏洞,因為它依賴於信任。.
基督教民主黨11月舉行的年會取消了華為作為企業贊助商的邀請,並通過了一項動議,要求只有「明顯符合明確規定的安全要求」的企業才能競標。一個關鍵的要求是,排除國家干預。
The motion did not name Huawei or China but the implication was clear.
這個動議沒有提及華為或中國,但所指顯而易見。
.”
「根據中國法律,企業有義務與中國的安全部門合作,」保守派議員諾貝特·勒特根(Norbert Röttgen)說道,他也是反對梅克爾華為政策的動議的起草人之一。「當你與華為打交道時,你也得接受你有可能是在跟中共打交道。」
廣告
Cars that can steer themselves may make driving safer but they also open up opportunities for government surveillance and control.
自動駕駛汽車可能會讓駕駛變得更安全,但它們也會為政府的監控提供機會。
“Car companies gather loads of personal data from the drivers of their cars, and they face an enormous risk of an angry public outraged to find their data used by the Chinese Communist Party,” said Mr. Grenell, the United States ambassador.
「車企從駕駛者那裡收集了大量的個人數據,它們面臨著一個巨大的風險,那就是憤怒的公眾發現數據被中共所用後的強烈義憤,」美國大使格內爾說。
Beyond fears of spying and sabotage, lawmakers warned that if Germany allowed Huawei to bid it would not just alienate Washington but risk undermining a badly needed united European front.
議員警告,除了擔心間諜和破壞活動,如果德國允許華為參與競標,不僅會疏遠華盛頓,還可能破壞急需的歐洲統一陣線。
“Our only hope is to stick together as Europeans,” Mr. Röttgen said. That, he said, was also an argument for giving the 5G contract to European companies like Nokia or Ericsson.
「我們唯一的希望是作為歐洲人團結在一起,」勒特根說。他表示,這也是將5G合同授予諾基亞(Nokia)或愛立信(Ericsson)等歐洲企業的理由之一。.
分析人士說,諾基亞和愛立信已經在丹麥和其他一些地方贏得了5G合同,它們具有建設5G網路的能力,但需要更長的時間和更高的成本——尤其是因為華為已經是德國現有網路的重要組成部分。轉換會帶來混亂,而且成本不菲。
Still, Mr. Röttgen said, given the scale of the new bid, if it went to Huawei, Europe risked permanently falling behind.
不過,勒特根說,考慮到新競標的規模,如果項目給了華為,歐洲可能會永遠落在後面。
廣告
“If you let Huawei build a big chunk of the 5G network after a while you won’t understand your own system,” he said. “It would be a maximal loss of control and sovereignty.”
「如果讓華為用一段時間建立起5G網路的很大一部分,你會搞不懂自己的系統。」他說。「這將是控制權和主權最大程度的喪失。」
“Strategically it is a crystal clear case,” Mr. Röttgen said.
「從戰略上講,這個問題再淺顯不過,」勒特根說。
Others, however, say that giving the bid to Huawei may not be such a bad idea.
然而,還有一些人認為交給華為可能不是一個壞主意。
.
前德國外交大臣兼副總理西格瑪爾·加布里爾(Sigmar Gabriel)說:「如果我們禁止華為,德國汽車業將被趕出中國市場。與此同時,美國總統也在威脅要懲罰德國汽車製造商。」
“Just because we have an American president who doesn’t like alliances, we give all that up?" he said. “Why would we? Especially since he does exactly what the Chinese do and threatens the German car industry.”
「僅僅因為我們有一位不喜歡盟約的美國總統,我們就放棄了這一切?」他說。「我們為什麼要這樣呢?特別是當他做了和中國人同樣的事,並威脅到德國汽車業。」
German automakers like Volkswagen, Daimler and BMW have continued to record sales gains in China and to take share from rivals like Ford, even as the overall market has slumped.
儘管整體市場下滑,大眾、戴姆勒和寶馬等德國汽車製造商仍繼續在中國取得銷售增長,並從福特等競爭對手那裡奪得份額。
“See, last year, 28 million cars were sold in China, 7 million of those were German,” Mr. Wu, China’s ambassador to Germany, added in his remarks in December, making what many in Germany interpreted as a veiled threat.
中國駐德國大使吳懇在12月的講話中補充道:「去年,中國共售出2800萬輛汽車,其中700萬輛是德國車。」許多德國人認為這是隱晦的威脅。
As Germany’s automakers have become more deeply dependent on China, they also have become more beholden to the Chinese government.
隨著德國汽車製造商對中國的依賴越來越深,它們也越來越受制於中國政府。
Chinese consumer preferences, and Chinese government policies, increasingly determine what models the carmakers build and what kind of technology they develop.
中國消費者的偏好以及中國政府的政策越來越多地決定了汽車製造商製造何種汽車型號和開發何種技術。
China also has become the stage where German carmakers develop and test new technology, often with Huawei.
中國也已成為德國汽車製造商開發和測試新技術的舞台,通常是與華為合作。.
沒有哪家汽車公司與中國的關係比大眾更緊密了。該公司自1980年代初共產黨政府開始向西方開放時就已經進入中國運營。
Today Volkswagen earns almost half its sales revenue in China and has 14 percent of the Chinese car market.
如今,大眾汽車幾乎一半的銷售收入來自中國,在中國汽車市場的份額為14%。
.”
「如果我們撤出中國,」大眾汽車公司首席執行官赫伯特·迪斯(Herbert Diess)12月對《沃爾夫斯堡新聞報》(Wolfsburger Nachrichten)說,「我們在德國的2萬名開發工程師中將有1萬名在第二天就失業。」
German carmakers deny that their dependence on Chinese sales has turned them into advocates of Chinese interests.
德國汽車製造商否認對中國銷售額的依賴已使他們成為中國利益的擁護者。
“We don’t want political developments to spill over into product development,” Bernhard Mattes, president of the German Association of the Automotive Industry, said in an interview in Berlin.
德國汽車工業協會主席伯恩哈德·馬特斯(Bernhard Mattes)在柏林接受採訪時說:「我們不希望政治事態發展波及到產品發展中。」
But Mr. Mattes conceded, “We are not operating in a politics-free space, that is clear.”
但是馬特斯承認:「很明顯,我們並不是在政治真空中運作。」
Huawei has understood as much. Its German headquarters are in Bavaria, alongside BMW and Audi and many other companies deeply embedded in China. The company has been a generous sponsor of all mainstream parties, including Bavaria’s governing conservatives.
華為對此深有體會。它的德國總部位於巴伐利亞,那裡還有寶馬和奧迪以及許多深入中國的公司。華為一直是所有主流政黨的慷慨捐贈者,包括巴伐利亞執政的保守派。
Markus Söder, Bavaria’s conservative leader, has publicly defended Huawei’s right to bid, while also lashing out at the United States.
巴伐利亞的保守黨領袖馬庫斯·索德(Markus Söder)公開捍衛了華為的競標權,同時還抨擊了美國。
“To say up front that I rule it out because another partner in the world doesn’t like it,” he said, is “a bit of a problem.”
「坦白地說,因為另一個合作夥伴不喜歡它,我就要排除它,」他說,「這有點問題。」 | https://cn.nytimes.com/world/20200117/huawei-germany-china-5g-automakers/zh-hant/dual/ | 2020-10-19T22:12:51 | CC-MAIN-2020-45 | 1603107866404.1 | [
[
"https://static01.nyt.com/images/2019/12/19/world/germany-china1-promo/germany-china1-promo-master1050-v2.jpg",
"2018年,德國總理安哥拉·梅克爾和中國總理李克強在柏林乘坐無人駕駛的大眾廂型車。"
],
[
"https://static01.nyt.com/images/2019/12/19/world/germany-china2/merlin_163483965_9cef9a60-3880-4622-a1ed-180882bd6603-master1050.jpg",
... |
Ino and the Wu
A vertical coop adventure platformer about the power of friendship.
Ino and the Wu are the protagonists of the project that we were working on for around one year. In a team of four, my tasks were UX and UI Design, Game Design, 2D Art and Project Management.
WIP
If you are interested in seeing more, visit Ino and the Wu or our Facebook Page.
Thanks to my fantastic teammates Nils Gudat, Sarah Wagemann and Arne Urff! You are the best…
Path Out
In 2016, I had the amazing opportunity to work with Causa Creations and Abdullah Karam on Path Out in an early stage, helping with logo and interface design. A game that uses a different approach to tell a touching story.
Path Out Key Art
Getting in trouble with the neighbour
The Fallen
Another amazing project with Georg Hobmeier was The Fallen, a 3D shooter with a twist, developed in a very limited time frame.
Play it here: The Fallen on itch.io
Shift Happens
During my internship at Klonk Games from Oct 2015 until Jan 2016,
I had the pleasure to help them with their awesome coop puzzle platformer
“Shift Happens” and train my level design skills.
Extended Logo for Demo Version
Achievements!
Banner
Level Design
By the way, congratulations on winning “Best Game Design”,
“Best Game for Children” and being nominated for “Best German Game” in 2016!
Klonk Games
Shift Happens on Steam
Daily Lullaby
UI Design
In the 48 hours during the Global Game Jam 2016 (theme: rituals) we tried to create a game where you control your little village by playing the right music. If your villagers have enough to eat, are happy and clean… it all depends on you!
My tasks: UI Design, Art
Thanks to: Jannik Bemm, Julia Schadler (for that beautiful logo!), Christina Kopp, Marcus Goitowski, Meral Leyla (without your music, nothing would have worked…)
Snail Race
2D Art
Developed in a game jam at the HAW Hamburg. With the topic “Fail to Lose”, we created a snail racing game in which the slowest competitor wins. You try to crash as many obstacles as possible and force-feed your opponents with salad to make them run.
My tasks: 2D Art (Characters, Background, Assets, Animation)
Team: Sven Dettmers (Code, Sounds), Melanie Muranaka (Intro, Outro), Florian Peinsold (Code).
Caged
Trailer
Stills
A game created in 48 hours during the Global Game Jam 2015 in Werk1.
I was responsible of Game Graphics and Art. The other team members were José Rodolfo Freitas (Code/Shader), Michel Wacker (Code) and Meral Leyla (Music/SFX). The topic was “What do we do now?” and our game is about being locked up and trying to distract yourself in order not to go crazy from loneliness. Or maybe, could that be the solution? | https://cocophonie.com/ | 2020-10-19T21:06:00 | CC-MAIN-2020-45 | 1603107866404.1 | [
[
"https://cocophonie.files.wordpress.com/2020/03/ino-wu-waving.gif?w=840",
"Two characters,"
],
[
"https://cocophonie.files.wordpress.com/2018/07/inoandthewu1.png?w=840",
"The two characters Ino and the Wu are shown with the Wu hanging outside on a tower and Ino gliding through the air with a l... |
Compare to:
A person who owns, possesses, harbors or has control over a domestic animal, including dogs and cats, within the corporate limits of the city shall comply with the terms of this subchapter including the following provisions.
(A) No person shall confine or allow his or her animal to remain outdoors for more than two hours without access to appropriate shelter from the elements such as the cold, precipitation, sun and wind.
(B) Between November 1 and March 31, or whenever the real or effective (i.e., wind chill) temperature is 32°F or lower, any domestic animal left outdoors for more than one hour shall be provided with appropriate shelter from the elements such as the cold, precipitation and wind. Outdoor shelter for an animal shall consist of a roof, enclosed sides and a doorway, and the shelter shall have bedding such as cedar shavings, straw or other non-absorbent material in sufficient quantity for insulation against coldness and dampness. Bedding shall be kept dry. If there is no artificial heat source, an animal's shelter shall be small enough to allow the animal to warm the interior of the structure and maintain its body heat but large enough to permit normal postural adjustments.
(C) An animal shall at all times have access to fresh, potable drinking water, and shall be provided with nutritional food in adequate amounts. | https://codelibrary.amlegal.com/codes/ligonier/latest/ligonier_in/0-0-0-3568 | 2020-10-19T22:02:20 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
For the last 3 years, Toasteur Villeray has served breakfast and lunch to the neighbourhood of Villeray. Though we do offer a vast option of classic breakfasts, we do have some original must try breakfasts for the more adventurous ones.
2 X
For two people
• One breakfast per person (choose from our menu)
• One specialty coffee per person
* Gratuity not included
* No reservation required
Our customer service team is always ready to answer all of your questions . | https://coffretsprestige.com/en/moment-/2128-le-toasteur-villeray | 2020-10-19T21:20:44 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
Clear And Unbiased Facts About SLCEXA MINER (Without All the Hype) Everything You Wanted to Know About SLCEXA MINER and Were Afraid To Ask The SLCEXA MINER Mystery Revealed.
The topic has been moved to this link Slcexa Miner Official Review
Slcexa Miner launched its X20 series in May 2019, selling 600,000 units and accounting for 35% of hashing power by the end of the year. | https://coinachance.org/clear-and-unbiased-facts-about-slcexa-miner-without-all-the-hype-everything-you-wanted-to-know-about-slcexa-miner-and-were-afraid-to-ask-the-slcexa-miner-mystery-revealed/ | 2020-10-19T21:14:15 | CC-MAIN-2020-45 | 1603107866404.1 | [
[
"https://coinachance.org/wp-content/uploads/2020/09/page-1601492075-1387501522.png",
null
]
] |
Waters ripple, fires spark.
Time stopped and we fell.
Deep down the hole
I grew small - you rather large.
Frightened and little, I scurried.
Towering and frightening, you shook the ground.
Dust bunnies larger than me, and you - as tall as the tree..
It couldn't be, but you couldn't see
As soon as the day had begun,
All was over for the fun.
As we begin, we must end.
Waters calm, fires out.
Find more stories like this one bysigning up! | https://commaful.com/play/arcturusrising/how-deep/ | 2020-10-19T21:20:22 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
Dell Images and Updateslsmith254 Aug 26, 2020 1:24 PM
Hi All,
Question - I have eSXI 6.7 on a Dell host. For security reasons, I am patching in-between Dell releasing image updates. So technically, I am running the current version of eSXI. Now Dell has released a new image, which I would like to apply for driver support. My question is whether there is any problem with installing the image from Dell because technically, it an older version than what I am running now - I am at 6.7.0 Update 3 (Build 16713306) and the Dell image is at ESXi 6.7 U3 Dell Version: A05, Build# 16075168.
1. Re: Dell Images and Updatesa.p. Aug 26, 2020 1:46 PM (in response to lsmith254)
How are you patching the host(s)? From the command line using esxcli, or using VUM? In both cases you should be able to update the newer build with the Dell Offline Bundle.
From the command line run e.g.
esxcli software profile update -d /some-location/bundle.zip -p profilename --dry-run
(Note: --dry-run will shw you what's going to happen, without actually doing anything)
Using VUM, upload the offline bundle to VUM, and add its contents to your update baseline, which already includes the latest installed patches.
André
2. Re: Dell Images and Updateslsmith254 Aug 27, 2020 5:29 AM (in response to a.p.)
I typically just use ISO to install the Dell Image. In between, I use vCenter update manager.
3. Re: Dell Images and Updatesa.p. Aug 27, 2020 9:17 AM (in response to lsmith254)
I'm not sure about the interactive update, so I can't tell you what will happen. However, I assume it will just update - i.e. not downgrade - installed components.
Which Dell image did you use the last time? Was it already an Update 3 image?
What may be an option for now is to check what the update will do.
To do this (this can be done online with the VMs powered on):
- download the appropriate Dell Offline Bundle (.zip file)
- upload it to a folder on a datastore
- run the following commands from the ESXi host's command line
esxcli software sources profile list -d /vmfs/volumes/datastore/folder/offline-bundle.zip
esxcli software profile update -d /vmfs/volumes/datastore/folder/offline-bundle.zip -p <profilename> --dry-run
Based on the last command's output, you can then decide whether you want to command again without the "--dry-run" option, followed by the "reboot" command if the update succeeded.
Running the command without "--dry-run" will of course require that the VMs have been shut down.
André
Edited: Changed "install" to "update" for the esxcli command!
4. Re: Dell Images and Updateslsmith254 Aug 27, 2020 6:16 AM (in response to a.p.)
Hi yes, it was the previous released Dell Update 3 image from February. I will run those commands and see what happens.
I guess my bigger question here is what is the correct way to be doing this? Dell takes so long to upgrade and release images, and when critical updates come out, from a compliance perspective, we cannot just ignore them and wait 4 month for Dell. Is it wrong that we are patching in between Dell releasing their images? Thanks.
5. Re: Dell Images and UpdatesIRIX201110141 Aug 27, 2020 6:25 AM (in response to lsmith254)
Hmm....
you're on 6.7.0 Update 3 (Build 16713306) and want do downgrade to 16075168 by using a Dell Custom ISO?
Regards,
Joerg
6. Re: Dell Images and Updatesa.p. Aug 27, 2020 7:37 AM (in response to lsmith254)
Is it wrong that we are patching in between Dell releasing their images?
Not at all. Vendors usually support VMware patches within the same "Update" version, which shouldn't cause any issues.
So with the commands I provided, the most that should show up as to be installed may be some vendor specific add-ons/drivers (if any at all).
André
7. Re: Dell Images and Updateslsmith254 Aug 27, 2020 9:06 AM (in response to a.p.)
Ah ha...so it should be "smart enough" to see that I have the more current versions in place and only update what is needed - the drivers.
8. Re: Dell Images and Updatesa.p. Aug 27, 2020 9:18 AM (in response to lsmith254)
Yes, that's how it works.
Important: Please note that I accidentally posted the wrong command line option in my previous reply ("install" instead of "update"). I just modified this!
André
9. Re: Dell Images and Updateslsmith254 Aug 27, 2020 10:06 AM (in response to IRIX201110141)
It is not that I want to downgrade, but Dell is always behind when they release their images with updated drivers.
10. Re: Dell Images and Updateslsmith254 Aug 27, 2020 10:07 AM (in response to a.p.)
Thank you Andre. Much appreciated. | https://communities.vmware.com/message/2980526 | 2020-10-19T21:13:52 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
Hello,
We are trying to cleaning up our data hub for data points that are not in used in the spoke models. So I need to compile a document for whether a data point (Line item in the module) is being used in the spoke models.
Now I am taking the following approach:
1. check the "Reference by" in the blue print to see if the line item is being directly referred within the model.
2. check the import history and process of each spoke models to see what the spoke models are currently pulling from the Hub.
I was wondering if there is a way to see in the Hub that what information (e.g. saved view, module) have been exported or are part of a importing process of a spoke model? We have too much unused information in the hub and would like to tidy it up.
Thanks,
Lily
Solved! Go to Solution.
Hi @YajingLiu
I can completely understand the overwhelming task on which you are embarking.
To give you the punch line, I'm not aware of a report or a process you can run to accomplish this task. Maybe Anaplan itself have this ability but that's way above my pay grade to know with confidence, So I'm going to use one of my lifelines and call a friend @rob_marshall ( This is a reference to Who Wants to Be a Millionaire, feel free to ignore it)
You can also reach out to your Anaplan customer success partner and check if there is a way.
Now a couple of things to keep in mind and may help you
If I were you, this is the approach I would use:
You can apply a similar approach as in #5, to clean up unused line items within the Data Hub model.
I hope you get the idea. Tasks like this require a methodical approach, also, it's a good reminder to us all of the importance to clean and label actions as build
Hi Einas, thank you so so much for your help. This is super helpful!!! | https://community.anaplan.com/t5/Anaplan-Platform/How-do-I-compile-a-document-for-whether-a-data-point-in-the-Hub/m-p/79591 | 2020-10-19T22:06:03 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
Connecting - reoccurring very often.
I have noticed since a while ago the service this VPN should cover seem to be under all critism. It is for some reason disconnecting the service as it is connecting again and tells me it is now connected, even though it was connected and I have not told it to be otherwise. Somehow this must be solved immediately - I cannot see why anyone should pay for the service otherwise. I mean I pay for it to work properly not otherwise. Please explain why this is happening and how I can repair the damages it has caused by not working properly. How will I be compensated?
This discussion has been closed.
Hello,
For proper investigation and certified can be useful to contact direct F-Secure Support Channels (chat/phone):
As my own unofficial suggestions (I'm also only F-Secure user; their home solutions):
-- Good to know points like:
- what platform with your experience (Windows, Mac, iOS, Android)?
- does this happens with any of devices (if Freedome installed with some of them)?
- does it happens with any networks (Wi-Fi, Ethernet-cable, Mobile, some locations)?
-- If you noticed that "Freedome" do not create any words that "VPN connection is off/disabled/disconnected" --> maybe trouble based on point that your own network (by Ethernet/Wi-Fi to your device) is disconnected and as result Freedome connection is 'dropped' too (even still with try to be connected);
When your 'own network' is reconnected -> Freedome will state that 'VPN is connected' too (which most likely expected step).
Thanks! | https://community.f-secure.com/en/discussion/100241/connecting-reoccurring-very-often | 2020-10-19T21:34:41 | CC-MAIN-2020-45 | 1603107866404.1 | [
[
"https://community.f-secure.com/applications/dashboard/design/images/defaulticon.png",
"Skitidetdu"
]
] |
AJ Topaz 0 Posted July 21, 2015 Share Posted July 21, 2015 Come on over to The Manhattan Gentlemens Club and see our lovely ladies shaking their stuff to the hot music playing. We are an open voice club, where there is never a dull moment.We offer some of the most gorgeous girls on the grid. Visit our ladies for a lap dance on the floor or up in the private luxury hotel rooms for a more intimate experience. Our Text, Voice and Webcam Escorts offer sensual delights in your home or in our beautifully appointed hotel rooms. Link to post Share on other sites
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Archived
This topic is now archived and is closed to further replies. | https://community.secondlife.com/forums/topic/349993-come-visit-the-manhattan-gentlemans-club/?tab=comments | 2020-10-19T22:38:22 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
Moira Timmerman 8,555 Posted December 6, 2018 Share Posted December 6, 2018 A rare instance when toddlers Quote Link to post Share on other sites
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Please take a moment to consider if this thread is worth bumping.
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You can post now and register later. If you have an account, sign in now to post with your account. | https://community.secondlife.com/forums/topic/414169-five-word-story-game/page/101/?tab=comments | 2020-10-19T22:10:23 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
we have cut several acrylic Ultimakers. I can send you the file we used for that when I am back at work on Monday, but it is not hard to do the modifications yourself. Use the original drawings, not a possibly out of date derivative. remove all the lines that are intended to be kiss lines, iirc these are all blue. The drawings contain instructions what part to cut from what material, you might need to split the drawings up into separate files, one for each thickness (you need 6 and 4mm). As far as I know, coloured acrylic is not available in 6mm, only 5, and you will get some fitting issues if you use 5mm: the slider blocks will be a bit smaller and the stacks for the build platform will be too narrow to fit the linear bearings.
Be aware though that the extruder motor construction will break over time, it has just too little material in it. I have made some drawings for an improvement, but you may have guessed it: those are at work and it is not that hard to modify yourself.
If you want a machine in clear 6mm acrylic, we can cut that out for you for 300 euro ex shipping. You can sand it yourself, or add some colour with a transparent foil later. We usually sand them for a matte look, and add some colour to the engravings with a marker and sandpaper.
Recommended Posts
Daid 297
If I would do a acrylic one, then I wouldn't do any engraving.
Like this:
There are some lines in there that shouldn't be cut and are engraved in the wooden version. But I would ask the companies what they are missing then. Because when I view the files it's pretty clear to me what should be cut and what should be engraved.
And barrychuck (linked above) seems to sell a acrylic parts for $350 inc shipping.
Link to post
Share on other sites | https://community.ultimaker.com/topic/78-help-with-lazer-cutting-ultimaker-parts/?tab=comments | 2020-10-19T22:24:09 | CC-MAIN-2020-45 | 1603107866404.1 | [] |
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