Aspen Publishers' new Third Edition of Drafting Limited Liability Company Operating Agreements provides crystal-clear analysis and hands-on guidance from John M. Cunningham, one of the acknowledged leaders in the field. You'll find virtually everything you need to negotiate, draft, and fine-tune LLC operating agreements for all basic types of LLCs--member-managed, manager-managed, single-member, and multi-member--in any U.S. jurisdiction! Drafting Limited Liability Company Operating Agreements, Third Edition identifies the 10 main stages of the LLC formation process and gives you detailed, practice-oriented comments on each. In addition, you'll find valuable "red flags" spotlighting common pitfalls and risks; the text of key federal tax materials, including the "Check-the-Box Regulations" and the IRS's guidelines on the application of the Self-Employment Tax to LLC members; and the current text of the Delaware Limited Liability Company Act . Drafting Limited Liability Company Operating Agreements, Third Edition ensures that you're prepared to handle all legal and tax aspects of the LLC formation process including fiduciary issues and other critical business organization law issues facing the managers of multi-member LLCs ; multi-member LLC partnership tax issues; the unique legal and tax issues confronting owners of single-member LLCs; hidden issues in drafting articles of organization; and the complex issues of legal ethics when representing two or more clients in forming multi-member LLCs. To assist in your analysis, you'll find a comprehensive survey of the rapidly expanding body of federal and state LLC case law-- complete with clear summaries of the cases and indexes by both state and subject matter. Newly updated and expanded, Drafting Limited Liability Company Operating Agreements, Third Edition now offers a timely overview of the more than 1,100 significant LLC cases reported to date, and spotlights those specific cases with which every LLC practitioner should have detailed familiarity. Drafting Limited Liability Company Operating Agreements, Third Edition contains comprehensive, authoritative forms for all basic agreements and contract clauses likely to arise in LLC formations. These forms are designed for use in all 50 states and are accompanied by line-by-line instructions telling you exactly how and when to use them.
Bolstered by new standards and new initiatives to promote STEM education, engineering is making its way into the school curriculum. This comprehensive introduction will help elementary educators integrate engineering into their classroom, school, or district in age-appropriate, inclusive, and engaging ways. Building on the work of a Museum of Science team that has spent 15 years developing elementary engineering curricula, this book outlines how engineering can be integrated into a broader STEM curriculum, details its pedagogical benefits to students, and includes classroom examples to help educators tailor instruction to engage diverse students. Featuring vignettes, case studies, videos, research results, and assessments, this resource will help readers visualize high-quality elementary engineering and understand the theoretical principles in context. Book Features: Frameworks to help teachers create curricula and structure activities. A focus on engaging the diversity of learners in today’s classrooms. Experiences from the nation’s leading elementary education curriculum that has reached 13.3 million children and 165,000 educators. Go to eie.org/book for videos, assessment tools, reproducibles, and other instructional supports that enliven the text.
Napoleon III's motives for intervening in Mexico in the 1860s were consistent with his foreign policy, which was based on his belief that free trade was the best foundation for peace. He saw the establishment of a friendly government in Mexico as an opportunity to expand that policy to encompass the world by ensuring European access to American markets, and preventing monopoly by the United States. His attempts to achieve this, however, were thwarted by his representatives in Mexico and the suspicions of his neighbours.
Drafting Delaware LLC Agreements: Forms and Practice Manual provides a comprehensive and sophisticated analysis of the Delaware Limited Liability Company Act from an entity formation viewpoint and sets forth extensive practical guidelines for lawyers planning, negotiating and drafting Delaware LLC agreements. Among other features: The book exhaustively identifies the definitional, mandatory, default and permissive provisions critical in forming Delaware LLCs, and it addresses in detail the more important of these provisions. It contains detailed criteria and practical examples for use in choosing among Delaware LLCs and other types of Delaware entities, including limited partnerships and corporations, In business entity formations (“non-tax choice of entity”). To the authors’ knowledge, it provides the most complete analysis of the series LLC provisions of the Delaware Act currently available in LLC literature. It provides in digital form model LLC agreements that address all of the various ownership structures, management structures and tax structures that Delaware LLC formation clients may need—a total of nine agreements for single-member LLC s and 33 for multi-member LLCs. Finally, The book contains plain-English explanations for lawyers who are not tax specialists concerning all principal federal and state tax issues likely to be important to Delaware entity formation clients. A CD containing customizable agreements, For ease of use, along with the full text of the Delaware Limited Liability Company Act is included with your purchase! SPECIAL OFFER… Get the latest monthly edition of Drafting Delaware LLC Agreements: Forms and Practice Manual E-Newsletter. Download your FREE E-Newsletter NOW ! The co-authors of the book and E-Newsletter are John M. Cunningham, The author of Drafting Limited Liability Company Operating Agreements (Aspen Publishers), The leading generic (i.e., non-state specific) LLC form book and practice manual; and Vernon R. Proctor, a partner and co-founder of Proctor Heyman LLP, a Wilmington, Delaware business litigation law firm. Mr. Proctor is a member of the Delaware State Bar Association committee that annually updates the Delaware LLC Act And The other Delaware “alternative entity” statutes .
There is a difference between growing up and growing older. Growing up in the suburbs in the 1950s was a completely different experience than growing up after the year 2000. Just about everything was self-created and directed. From a very early age, we left our house right after breakfast and would return in time for supper. No parent or adult told us what to do to occupy our time. Mostly, they told us what not to do and we paid little attention to that advice. Each new adventure took us to its logical or illogical conclusion. Sometimes a lesson was learned, more often than not the hard way. This is a journey through those experiences, many of which are not repeatable today. Growing up is mental, and growing older is physical. Both form integral parts of the experiential library. Whether in the late 1800s, the mid-1950s or now, it is the best time to be alive in an ever-changing world. Join C. M. Rip Cunningham in his recollections of what it means to grow up in an ever-shifting environment, supplemented by excerpts from As the Twig is Bent by Dr. John H. Cunningham.
Drafting Limited Liability Company Operating Agreements is the only limited liability company ("LLC") formbook and practice manual that addresses in a comprehensive and sophisticated manner the entire process of planning, negotiating, and drafting LLC operating agreements and handling LLC formations. The book is written both for lawyers who are inexperienced in LLC formation practice and for those who are LLC experts. The book contains 71 chapters on LLC formation issues and related issues, 29 general-purpose model operating agreements, four special-purpose model operating agreements (including, for example, model operating agreements for series LLCs), and dozens of "plug-in provisions" to tailor operating agreements to the unique legal and tax needs of specific LLC members and managers. Changes in the Fifth Edition of Drafting Limited Liability Company include: Thoroughly updated content rewritten to suit modern trends and needs Complete reorganization to chapters making it easier to find the content you need Streamlined content for online purposes All forms previously available on the CD-ROM of this book have been updated and moved online for easy viewing and downloading Note: Online subscriptions are for three-month periods.
Smallpox, measles, diphtheria, polio: vaccines have diminished their power, and in some cases, eradicated these dreaded diseases. Yet this century has seen growing numbers of parents refusing vaccinations for their children, not only endangering them but also increasing the risk of outbreaks and epidemics of vaccine-preventable diseases. Understanding and Managing Vaccine Concerns concisely explains the evolution of vaccine concerns, and gives clinicians hands-on help in dealing with vaccine hesitation and outright refusal among parents. Persistent themes in refusal, such as a supposed autism/vaccine link and the belief that too many vaccines are given too soon, are discussed and recent statistics given for trends in vaccine refusal and delay. Central to the book is a detailed guide to vaccine concern management, with sample responses that readers can tailor to address vaccine refusal and specific concerns regarding individual vaccines and their components. This thorough grounding will assist providers in countering misinformation with facts and allaying fears with medically and ethically sound responses. Included in this practical resource: A brief history of vaccine concerns. Current trends in vaccine hesitancy and refusal. Health implications of vaccine refusal. Characteristics and beliefs of vaccine-concerned parents. The CASE approach: a management strategy for vaccine concerns. Additional considerations in management strategies. The debate over vaccination isn't going away any time soon and neither is the potential threat to public health, making Understanding and Managing Vaccine Concerns a timely and necessary addition to the libraries of pediatricians, nurses and other healthcare providers.
The best quick-reference guide to treating common and rare problems in newborns--completely updated to reflect the latest research and advances A Doody's Core Title ESSENTIAL PURCHASE for 2011! 4 STAR DOODY'S REVIEW! "This is the sixth edition...of this now tested quick reference guide which has become the preferred pocket reference for students and residents working in newborn medicine....The section of on-call problems, unique to this type of manual, reviews over 30 problems that might confront on-call physicians at night or on weekends....This is the best of the softcover, quick reference guides in neonatology....It is updated frequently and each edition becomes more comprehensive without becoming unwieldy....This one is the best of the general handbooks especially as an on-call reference."--Doody's Review Service For more than two decades, Neonatology has been the field's go-to guide for practical, up-to-date, and readily-accessible information on basic and advanced management techniques for the neonate. Featuring a logical outline approach that highlights essential information, this quick reference covers everything you need to know about on-call neonatal problems, procedures, diseases and disorders, and pharmacology. Features The On-Call Problems section presents more than 30 common and serious patient management issues and provides guidelines for rapid diagnosis and treatment -- covering everything from Abnormal Blood Gas to Vasospasms Extensively revised Pharmacology section features one of the most comprehensive lists of medications available in any manual New chapters include coverage of Newborn Screening, Blood Component Therapy, Management of the Late Preterm, and Complementary and Alternative Medical Therapies Additions to the Appendix include an updated blood pressure table, new growth charts, and isolation guideline table
Learn when and how to teach the Working with Words Block using Month-by-Month Phonics and Vocabulary. Help students in grade 5 read and understand multisyllabic words and morphemes, build vocabulary, and learn spelling strategies with this comprehensive classroom supplement. This 160-page book includes activities such as Nifty Thrifty Fifty, Guess the Covered Word, Word Detectives, and Making Words. The book also includes homework suggestions, ideas for struggling readers, word lists, and reproducibles and supports the Four-Blocks(R) Literacy Model.
Principals will discover practical strategies for strengthening and improving reading programs using the foundation established by the authors’ six truths of reading instruction. Explore comprehensive, multifaceted instruction techniques, as well as additional steps you can take to support students directly. Identify and troubleshoot problems your teachers may face, and gain valuable approaches to topics such as reading comprehension, vocabulary and literacy, and phonics and fluency.
Write on! Writing the Four-Blocks(R) Way gives teachers of grades K–6 a glimpse into writing classrooms throughout the school year. This resource includes ideas for setting up a writing classroom, motivating students to write and keep writing, teaching reading through writing, supporting struggling writers, and teaching different genres. This 240-page book supports the Four-Blocks(R) Literacy Model and features lessons on editing, revising, sharing, and publishing.
Facilitate fun and functional phonics instruction using Prefixes and Suffixes for grades 3 and up. This 192-page resource features hands-on, minds-on manipulative activities in which students learn to decode words and properly use common prefixes, suffixes, and spelling changes. The book supports the Four-Blocks(R) Literacy Model and includes 120 dynamic lessons that encourage students to learn phonics and spelling through the Word Wall and Making Words activities. This book also includes review and extension activities, reproducibles, take-home word walls, and word lists.
This resource is designed to help administrators know what to look for when they observe Four-Blocks teachers. Included are valuable planning and observation checklists, sample lessons, and much more!
Learn when and how to teach the Writing block using Writing Mini-Lessons for Upper Grades for grades 4–6. This 160-page resource, addresses specific issues and skills that help students become better writers. These mini-lessons are divided into three sections for use throughout the year. Students learn about different writing genres, making decisions about what to write, paragraphing in stories and informational text, self/peer editing, spelling, using commas, and writing to a prompt. This book supports the Four-Blocks(R) Literacy Model.
Learn when and how to teach the Working with Words Block using Month-by-Month Phonics and Vocabulary. Help students in grade 4 read and understand multisyllabic words and morphemes, build vocabulary, and learn spelling strategies with this comprehensive classroom supplement. This 160-page book includes activities such as Nifty Thrifty Fifty, Guess the Covered Word, Word Detectives, and Making Words. The book also includes homework suggestions, ideas for struggling readers, word lists, and reproducibles and supports the Four-Blocks(R) Literacy Model.
Learn when and how to teach comprehension using Comprehension during Guided, Shared, and Independent Reading for grades K–6. This 224-page book includes step-by-step lessons and research-based strategies that can be adapted for any student or any classroom. This book gives a glimpse into classrooms using these strategies, as well as suggestions for materials needed, planning, and grouping students and a list of recommended children's books.
YOU ARE READY TO GO TO PLAN B IF: 1.You are sick and tired of being overweight 2.You have tried every diet, experienced short-term success, but ultimately failed 3.You have concluded that fad diets, gimmicks, and magic pills are not the answer 4.You are concerned about the effect of being overweight on your health and well-being 5.You want to learn how to lose weight and maintain your weight
Facilitate meaningful, multilevel lessons for students in second grade using Making Words: Lessons For Home or School. This 64-page resource includes 50 reproducible hands-on activities in which children manipulate letter cards to construct words, sort words by spelling patterns, and use the sorted patterns to spell and read new words, and a reproducible sheet of instructions.Making Words: Lessons For Home or School supports the Four-Blocks(R) Literacy Model and is a great addition to any classroom or homeschool.
Facilitate meaningful, multilevel lessons for students in grade 4 using Making Words: Lessons For Home or School. This 64-page resource includes 50 Making Words lessons and a reproducible sheet of instructions. It supports the Four-Blocks(R) Literacy Model and is a great addition to any classroom.
Ensure students develop proficiency in reading, speaking and listening, writing, and language. Explore 20 lesson frameworks to help teach the Common Core State Standards for English language arts. Discover targeted lessons to help students master critical skills, including how to organize ideas from informational texts, identify similarities and differences, scrutinize words to gain deeper meaning of readings, and write with grade-appropriate language.
This essential resource enables you to negotiate, draft, and fine-tune LLC operating agreements for all basic types of LLCsand—in every U.S. jurisdiction! It delivers exclusive guidance on all 10 stages of the LLC formation process, and comes with a CD-ROM packed full of valuable material, including complete agreements, forms, and clauses all ready for immediate use. Newly expanded to two volumes, theand Fourthand Edition of Drafting Limited Liability Company Operating Agreements is the only limited liability company formbook and practice manual that addresses the entire process of planning, negotiating and drafting LLC operating agreements, and handling LLC formations. Providing hands-on guidance directly from John M. Cunningham, one of the acknowledged leaders in the field, Drafting Limited Liability Company Operating Agreements, Fourthand Edition, ensures that youand’re prepared to handle all legal and tax aspects of the LLC formation process for member-managed, manager-managed, single-member, and multi-member LLCs, including: Fiduciary issues and other critical business organization law issues facing the managers of multi-member LLCs Multi-member LLC partnership tax issues The unique legal and tax issues confronting owners of single-member LLCs Hidden issues in drafting articles of organization The complex issues of legal ethics when representing two or more clients in forming multi-member LLCs Only Drafting Limited Liability Company Operating Agreements, Fourthand Edition fully covers: The 10 main stages of the LLC formation process, providing detailed, practice-oriented comments on each and“Red flagsand” spotlighting common pitfalls and risks in LLC formation Key federal tax materials, including the and“Check-the-Box Regulationsand” and the IRSand’s guidelines on the application of the Self-Employment Tax to LLC members The current text of the Delaware Limited Liability Company Act And Drafting Limited Liability Company Operating Agreements, Fourthand Edition includes: All of the general-purpose model operating agreements you are likely to need to form both single-member and multi-member LLCs, designed for use in all 50 states and accompanied by line-by-line instructions Guidance through the entire, complex maze of legal, tax, and drafting issues An all-new section on protecting clientsand’ assets through LLCs Valuable exhibits, including a master table and various subsidiary tables of the Delaware Limited Liability Company Act provisions relevant to LLC formations Plus! Every clause, form, and complete agreement is on CD-ROMand—to speed the formation process and help save you time. To assist in your LLC formation practice, youand’ll also find a comprehensive survey of the rapidly expanding body of federal and state LLC case lawand—complete with clear summaries of the cases and indexes by both state and subject matter. Newly updated and expanded, Drafting Limited Liability Company Operating Agreements, Fourthand Edition, delivers all the forms, agreements and expert guidance every LLC practitioner should have on hand. and
As a parent or adult grieves for the loss of a loved one, the experience is quite different to a child. This book provides the dialogue for children to navigate their grief, making it more relatable, when Uncle Danny Went to Heaven opens up the conversation between those we have lost with the young minds that have been left to navigate in their own grief.
From podiums on international stages to mainstream media coverage, from crowds of youth marching in streets, to social media feeds, everywhere we look we can see girls rising in the climate justice movement. Carolyn M. Cunningham and Heather M. Crandall examine these climate activists from the intersection of gender studies, new media studies, and environmental activism. Chapters include cases about iconic climate girls such as Greta Thunberg, Mari Copeny, and Autumn Peltier (Wiikwemkoong First Nation) and lesser-known climate girl activists who design technologies, global non-profit organizations, and lawsuits against governments. Cunningham and Crandall reveal that climate girls are intersectional activists aware of how systems of oppression—including racism, heterosexism, and capitalism—impact the climate crisis. Individuals interested in women’s and gender studies, environmental studies, and communications studies will find this book of particular interest.
This is the eBook of the printed book and may not include any media, website access codes, or print supplements that may come packaged with the bound book. Written by an outstanding scholar, Phonics They Use, seamlessly weaves together the complex and varied strategic approaches needed to help students develop reading and writing skills and offers a collection of strategies and hands-on activities that provide a framework for teaching phonics. Building on previous editions, it focuses on how students use phonics to read and write, not just how much phonics a student knows. Each chapter is filled with developmentally appropriate activities that help students with fluency, rhyme-based decoding, spelling, and more. This edition includes three chapters on assessment, more suggestions for adapting activities for English language learners, and new phonics interventions for older struggling readers. New to the Sixth Edition: A new chapters on Assessment and Differentiation of Early Reading Concepts (Chapter 5), Fluency Assessment and Interventions (Chapter 8), and Phonics Assessment, Coaching and Interventions (Chapter 13) More suggestions For English Language Learners show how teachers have adapted the Phonics They Use activities to meet the needs of their students who are learning English. Phonics interventions for older struggling readers focus on activities such as “Brand Name Phonics,” “The Wheel,” and “Mystery Word Match” to help older students learn basic phonics skills. Updated research, materials, and technology (Chapter 14) provides the latest findings on phonics and its impact on reading and writing.
Learn when and how to teach the Guided Reading block using Guided Reading the Four-Blocks(R) Way for grades 1–3. This 224-page book gives a glimpse into classrooms that use the Guided Reading model within a balanced literacy program. The book includes a list of materials needed, comprehension skills and strategies, and activities for before, during, and after reading a text. It also includes a list of children's literature. The book supports the Four-Blocks(R) Literacy Model.
In this book, Wilbur Cunningham presents data on artifacts from eleven sites in the Midwest, with a focus on the Burch site in Berrien County, Michigan. Rare shell gorgets in the shape of sandals (called sandal-sole gorgets) were found at all of the sites. Includes 10 plates. Appendix by James B. Griffin.
Highway Engineering: Planning, Design, and Operations, Second Edition, presents a clear and rigorous exposition of highway engineering concepts, including project development and the relationship between planning, operations, safety and highway types. The book includes important topics such as corridor selection and traverses, horizontal and vertical alignment, design controls, basic roadway design, cross section elements, intersection and interchange design, and the integration of new vehicle technologies and trends. It also presents end of chapter exercises to further aid understanding and learning. This edition has been fully updated with the current design policies and reference manuals essential for highway, transportation, and civil engineers who are required to work to these standards. - Provides an updated resource on current design standards from the Highway Capacity Manual and the Green Book - Covers fundamental traffic flow relationships and traffic impact analysis, collision analysis, road safety audits and advisory speeds - Presents the latest applications and engineering considerations for highway planning, design and construction
Games Girls Play examines the role that video games play in girls’ lives, including how games structure girls’ leisure time, how playing video games constitutes different performances of femininity, and what influences girls to play or not play video games. Through interviews, focus groups, and qualitative content analyses, this book analyzes girls’ involvement with video games. It also examines different contexts in which discourses of girls and video games occur, including girl-oriented video games, activist efforts to change the video game industry, and informal education programs that teach girls video game design.
THE FIELD'S MOST TRUSTED AND COMPREHENSIVE POCKET GUIDE TO TREATING COMMON AND RARE PROBLEMS IN NEWBORNS--EXPANDED AND UPDATED "A copy of this reference should be kept readily available in the newborn unit. It is a potent learning tool for NCU students." -- Family Medicine review of an earlier edition A true essential for twenty-five years, this streamlined pocket reference provides logically organized, quickly retrievable information on basic and advanced management techniques for the neonate. Featuring a convenient outline approach that puts key information at your fingertips, this quick reference covers everything you need to know about on-call neonatal problems, procedures, diseases and disorders, and pharmacology. FEATURES: NEW International editorial board NEW Chapters on therapeutic hypothermia, laryngeal mask airway, extravasation and infiltration, transillumination, transpyloric intubation, pain in the neonate, coagulation disorders, transient neonatal myasthenia gravis, pertussis, and tuberculosis NEW Full-color images of neonatal rashes and dermatologic problems NEW Immunization tables An "On Call" section presenting 34 common and serious patient management issues with guidelines for rapid diagnosis and treatment Cutting-edge strategies for management of specific respiratory syndromes One of the most comprehensive listings of neonatal medications available anywhere Valuable appendices, including Abbreviations Used in Neonatology, Blood Pressure Determinations, Isolation Guidelines, and more
This volume addresses not only a series of key topics in the discipline of veterinary pharmacology and therapeutics that will be of interest to those researching and treating animal disease, but also emphasising the comparative aspects of the subject and the interface with human health and disease.
This is the eBook of the printed book and may not include any media, website access codes, or print supplements that may come packaged with the bound book. Practical help for providing balanced, comprehensive literacy instruction for all students, particularly those from culturally diverse backgrounds and those who are struggling with reading and writing. This popular resource provides comprehensive, balanced, practical literacy instruction for all students in today’s increasingly diverse classrooms, especially students from culturally diverse backgrounds and those struggling with reading and writing. As the Common Core raises the bar for all children, Classrooms That Work helps educators meet the challenges by presenting lesson frameworks for providing reading and language arts instruction that helps all children achieve their highest literacy levels. In a clear, friendly writing style, the authors emphasize the importance of promoting the integration of phonics and literature-based process writing and reading instruction to enhance all students’ learning and reading skills. The book clarifies concepts, defines key terms, and offers just the right balance of research and practical coverage to make the content complete without being overwhelming.
Biomedical Science in Professional and Clinical Practice is essential reading for all trainee biomedical scientists looking for an introduction to the biomedical science profession whether they are undergraduates following an accredited biomedical sciences BSc, graduate trainees or experienced staff with overseas qualifications. This book guides trainees through the subjects, which they need to understand to meet the standards required by the Health Professions Council for state registration. These include professional topics, laws and guidelines governing clinical pathology, basic laboratory techniques and an overview of each pathology discipline. It helps trainees at any stage of training and in any pathology discipline(s) to think creatively about how to gather evidence of their understanding and professional competence. By referring to specialist sources of information in each area, it helps students to explore particular topics in more depth and to keep up to date with professional and legal changes. It is also of value to any Training Officers who are looking for ideas while planning a programme of training for a trainee biomedical scientist. The book includes basic principles of working in the pathology laboratory including laws and regulations, which must be observed, such as health and safety, data protection and equal opportunities laws and guidelines. Practical exercises are included throughout the book with examples of coursework, suggestions for further exercises and self -assessment. Summary boxes of key facts are clearly set out in each chapter and ideas for group/tutorial discussions are also provided to enhance student understanding.
How to Dazzle at Romeo and Juliet contains over 40 photocopiable sheets for use with secondary school pupils, especially those with special needs. The book uses word puzzles, crosswords, quizzes and other fun activities to help pupils grasp the plot of the play, identify the characters and understand and appreciate the language used.
Facilitate fun and functional phonics instruction using Systematic Sequential Phonics They Use for grades 1–5! This 208-page book helps beginning readers of any age learn phonics through the Word Wall and Making Words activities. This helpful classroom resource supports the Four-Blocks(R) Literacy Model and is an excellent addition to any classroom. The book includes review activities, take-home word walls, reproducibles, and word lists.
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