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73 Cards in this Set
- Front
- Back
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Chief architect of CONSTITUTION
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James Madison
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Preamble
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We the People of the United States, in Order to form a more perfect Union, establish Justice, insure domestic Tranquility, provide for the common defence, promote the general Welfare, and secure the Blessings of Liberty to ourselves and our Posterity, do ordain and establish this Constitution for the United States of America.
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Preamble goals
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More perfect union between states
establish justice insure domestic tranquility provide for a common defense(against outsiders) General welfare Blessings of liberty |
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Roles of Constitution
Branches? Define and preserve? |
Establish govt 3 branches
control relationship between national and state govt Define and preserve our personal liberties(BOR) Enable govt to perpetuate itself(Continue) |
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Seperation of Powers
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Powers given between the branches
each branch can limit power of other branches |
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Article 1
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Legislative branch
House and Senate created Rep must be 25+ elected every 2 yrs Senate 35+ 6 year term Commerce of Senate Clause found |
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Article due
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Executive branch
Pres Commander in Chief, Vice pres Cabinet pres gives congress state of union address All exec officers must be impeached to be removed |
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Article 3
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Judicial
Supreme court Inferior courts Federal judged apointed for life |
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Article 4
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Full faith and credit clause--- need to respect and uphold the laws and judicial decisions of other states
Privileges and Immunity clause--- treat citizens of other states the same as we treat citizends of our own |
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Article cincotution
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Amendation to the constitution
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Article sex
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Supremacy clause---Federal constitution and its laws are the supreme law of the land
Federal law is stronger than state law |
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article .7
9/13 |
Constitution shall be established when nine states ratify it
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"federal" commerce clause
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Article 1 sec 8
Federal govt gets authority to regulate commerce IntERstate: between amongst states, FED govt IntRAstate: within state, left to state to regulate |
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Federal Govt economic regulation
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Heart of Atlanta Model
-Interpretation of Commerce Clause -Niggas denied rooms at ATL motel, Interstate matter -Rule: Fed govt has broad authority under commerce clause to regulate interstate issues POT in cali is an intrastate issue the govt can control |
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State govt economic regulation
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Try to pass laws to get comparitive advantage amongst states
States govt authority to promote health, safety, morals through people is in its jurisdiction intrastate matter |
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BILL of Rights BOR
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first 10 admendments to the constitution
designed to protect us from the government fed state and local |
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!st admendmation
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Religion
-Establishment clause: no official state religion -Free exercise: govt cannot prohibit practice of a religion Speech -State govt cannot regulate content but can regulate context Commercial speech is regulated |
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2nd mend
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right to bear arms
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4th mender
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Right to be secure in our homes against unlawfulvsearch and seizures
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fifth amendmant
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Right to jury, Double jeopardy
Eminent Domain -Private property cannot be taken for public use unless there is just compensation -- Regulates the way we use our property, sometimes doesnt require just compensation |
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6th admenment
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right to speedy trial and attorney
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8th admen
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prohibits cruel and unusual punishment
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10th
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powers not given to the federal govt are implied powers of the states
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14th
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not BOR
States cant take life, liberty, or property without due process of law |
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Due process
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5 and 14th
procedural due process -Protect the individual so that statutes, regulations, and enforcemnet actions must ensure that no one is deprived of LIfe liberty and proprty without fair opportunity Substantive procedures: Substance, right not to have laws that deprive us of our basic rights |
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Equal protection
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Government is not to treat one person or group differently without a rational basis for doing so
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administrative agencies
What are 3 types? RENrW |
Govern us on business, red tape
Regulatory: pass laws to regulate, power to regulate us IRS, FDA, DEA Executive departments: department of defense, dept of justice, dept of agriculture nonregulatory welfare agencies: do no have power to regulate; oversee particular areas( veterans administration |
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agency
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any government unit other than the legislature and the courts; any group that resides in the executive branch of the govt
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1 st govt agency created
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1887 Interstate Commerce Committee
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Roles of administrative agencies
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Specialization: subject matter can be complex; agencies are experts in that particular field
Prtoection of small businesses Faster relief: providing alternatives to court system Due Process: fair hearing, opportunity to have voice heard Social goals: social issues can be taken care of |
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Creating and controling Admin agency
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Congress creates fed agencies
Gives agencies authority to act on behalf of congress congress delegates duties to agencies Congress doesnt have time or expertise to deal with all issues every day President appoints head of agency "Fourth Branch of Gov't" |
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APA
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Administrative procedural act
established procedural rules, most rules are uniform across all agencies |
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freedom of info act
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must make certain info available to the public
ADmendment to APA |
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Federal register act
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Federal register system: oversees publication of Federal Agency Info
Federal Register System: -Us Govt Manual- list of all agencies as well as regional officers -Code of Fed Regulation- laws of agencies, all regulations of all federal agencies -Federal register- daily publication that provides updates on changes in federal regulations |
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Legislative functions of Ad Agency
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3 rules: procedural, interpretive, and legislative
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Procedural
interpretive legislative rules |
p- setting forth internal operating structure of the agency
I-agency's interpretation of its own rules L-do have effect of law, affect behavior of business or individuals |
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Legislative rule making process
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Put proposed plan in fed register
Take an informal or formal approach formal involves public hearing of proposed law informal- read and then post comments to the proposal` |
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Exec functions of AD Agency
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President enforce laws, ensure compliance, issue license, inspections
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Judicial function of ad agency
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2 types of hearings
rule making hearings Adjudications |
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Rule making hearing Agency is engaged in
1 of 2 |
formal process
effects entire industry beacuse potential for new law |
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Adjudications
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involves individuals from multiple businesses
Consent order: violating company agrees to stop doing what is wrong or start doing what they are suppose to be doing ALJ Exhaust your admin remedies |
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ALJ
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Administrative law judge
Deciders of the outcome no jury but treated like a trial |
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Exhaust administrative remedies
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Appeal to a court
Appeal within agencies and exhaust remedies thenyou can appeal it to a court |
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Exec branch COntrolling agencies
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Pres can control agency by who he appoints
pres has mad influence on the budget for each agency |
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Legislative branch controll agencies
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Congress creates agencies
congress can disolve power, restrict budgets and override agency rules |
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Judicial branch controllllllll
3 q's |
Judicial review
Were constitutional rights violated? Haa agency extended authority? Were findings supported by whats in the record? Regulation + Solve problems, safety, social benefts, if free market and self regulation fail= govt provides order -- costs to run admin agency, lots of paperwork, slows economic growth |
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Business structure
Five factors |
Cost- cost of legally creating our business and are there costs in maintaining the business in its legal form
Continuity- How long can the business survive, is life attached to the life of owner Control- who is in charge Liability- is the owner going to be personally liable for the debts of the business Taxes- taxes take away from the profit; are there diff ways to legally structure business that can have better or worse tax implications Funding- where does our money come from? how are we going to create this business |
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3 forms of business'
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Sole proprietor
corporation partnership |
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Sole Proprietor
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Single individual
50,000 income most popular form of business (2/3 of population) Only account for 5% of revenue |
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Advantages and Disadvantages of Sole proprietor
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+Minimal costs creating business
+Control- owner is independent and makes decision +taxes- profits are recorded on personal income of owner, not to be double taxed --Continuity- business dies when owner does --Liability- owner personally funding debts |
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Partnerships
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2+ ppl as co-owners of a business
no written agreement strictly by implication 8% of jobs are partnerships creating 9 % or revenue Uniform Partnership Act |
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Ads and Disads of Partnership
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+Cost- minimal to create business
+Taxes- partners individually report income. no double taxation --Continuity- partners are who run it, if dead business dead --Control- need to share controls with partner --Liability- all partners equallly responsible for debt funding |
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Fiduciary duties in a partnershup
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Someone who has a special relationship with someone else and the business
Each partner must put the partnership first Maintain confidentiality Dont compete with partnership |
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Dealing with third parties
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The act of every partner within the scope of partnership business binds the partnership
One persons acts reflects entire partnership |
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terminating a partnership
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2 stepper
Dissolution- change in structure ---------By agreement, operation of law ----------Winding up closing books Credit priority-- who gets payed first ---------outside creditors get paid first ----------partner creditors get paid second -----------3rd refund partnerships contributions ------------4th anything after is profit |
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Limited partnership
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Hybrid of partnership
2 classes of partners ----Limited- doesnt participate in mgt decision, enjoy limited liability instead. -----------Only lose their extent of their investment ------General- like a partner regular partnership Factors: Mainly resemble thath of a partnership with the exception of the limited partner when it comes to control and liability |
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corporations
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Artificial legal entity
make up majority of business revenues Creation of this organization uses a promoter to develop idea of business, promoter is responsible for contracts until the corporation is created |
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Articles of Incorporations
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Found in Secretary of state's office
Name of corporation Number of authorized shares Name of agent- receiver of service process on behalf of a corp. Agent's address Duration of the incorporation, purpose of corporation, names of addresses of incorporators |
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Filing for a Corporation at the secretary of state
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Feel when you file here
Hire an Attorney to physically get the articles together and filed Yearly fee to keep files and company in good status |
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Ads and disads of Corporation
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Cost way more than partner or proprietor
Corporations have perpetual life, not attached to owner Contro+++ management runs business and is seperate from stockholders Liability+++ share holders have limited liability, liability is based on waht you invest Taxes- double taxations takes affect here |
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Operating the corporation
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Shareholders
Directors Officers |
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Shareholders of a corporation
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Owners
Elect directors/remove directors Vote in board meetings Allowed to inspect books Right to change the percentage they own in the company Derivative suit- bring action against directors and officers because they arent doing their job correctly |
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Directors of a corporation
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Inside-senior execs
Outside- someone not employed by company Strategic planning meetings focus on big picture objectives appointed by stockholders |
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officers of corporation
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pres, tres, secretary
incharge of day to day operations carrying out of long term plans Agents of corporation |
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Fiduciary duties of corporation
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Directors and officers owe these duties to the corporation
---serve corp first ---duty of due care and duty of diligence(responsible and loyal) ---Business Judgement rule- prohibits courts from secong guessing corporate decision makers |
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Respondeat superior
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let the master answer
Corporations suffer consequences commited by employees |
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Dissolution of a corporation
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Voluntary
----shareholders vote and agree to dissolve corp --------------file article of dissolution with sec. of state Involuntary ---forced by court or state regulatory body |
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Capital structure of Corporation
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Debt- has priority
Equity- stocks |
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Three propert rights associated with owning a share of stock
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The right to participate in earnings: Dividends
The right to participate in control: Voting The right to participate in assets upon liquidation |
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Sub S corporations
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Hybrid
Single taxation with limited liability ------income only taxed onca at shareholders personal return ------ extent of liability is share of company Restriction- can not have more than 100 shareholders, can not have preferred dividends |
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LLC
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Limited Liability Company
Owners- members No double taxation fastest growing form of hybrid Liability is original contribution |
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LLP
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Limited Liability Partnership
Docs, attorneys, etc Similar to partnership except blam is not shared amongst partners partners manage LLP feeeeeees |
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4th admendment
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security in homes
unlawful search and seizures |
