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81 Cards in this Set
- Front
- Back
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Recite the 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 defense, 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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What kind of government do we have?
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Representative Democracy
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What are liberties?
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Rights and Limitations
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The Preamble and the first few Articles set up the __ & __ of our government.
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Structure, Purpose
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Roles of the Constitution
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Establish a national government.
Control relationship between national or federal government and the government of the states. Defend and preserve our personal liberties. Enable government to perpetuate itself (go forward in time/change) |
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The constitution protects us from:
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the government
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Name the 3 branches of government
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Judicial
Legislative Executive |
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Article 1
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Establishes Congress - Legislative Branch
Commerce Clause - Regulates business |
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Parts of Congress
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House of Representative - number depends on population; run for 2 years; must be 25 years old
Senate - 2 per state; run for 6 years; must be 30 years old |
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Article 2
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Executive Branch - President; runs for 4 years; elected through electoral system; must be 35 years old
President - commander and chief of armed forces |
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Article 3
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Judicial Branch - US Supreme Court; have the authority to establish inferior courts
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Article 4
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States interrelationship; full faith and credit clause, and privileges and immunity clause
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Full faith and credit clause
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Article 4 - states will respect and uphold the laws and judicial decisions of other states
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Privileges and immunity clause
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Article 4 - states will treat citizens of other states the same as they treat citizens of their own states
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Article 5
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Explains how to amend the constitution
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Article 6
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Supremacy clause - federal constitution and its laws are the supreme law of the land
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Article 7
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State ratification of the constitution
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Which articles establish the relationship amongst states and government?
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Articles 4-7
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IntERstate Commerce
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regulations amongst several states
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IntRAstate Commerce
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regulations within a state
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Economic Regulation - Federal Government
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Commerce Clause - Article 1; gives broad and sweeping authority when regulating interstate commerce; not exclusive jurisdiction
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Economic Regulation - State Government
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Police Power - intrastate commerce; exclusive authority
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Police Power def.
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States ability to promote public health, safety, morals, and general welfare of its people.
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1st Amendment
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Religion - establishment clause; free exercise clause
Speech - government cannot regulate the CONTENT but can regulate the CONTEXT for our safety and protection. Commercial Speech - protects consumers from lies and deception; less rights than individual speech rights |
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Establishment Clause
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1st Amendment - no state religion, must be a separation of church and state
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Free exercise clause
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1st Amendment - cannot prohibit the free exercise of religion
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2nd Amendment
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Right to Bear Arms
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4th Amendment
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Search and seisure
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5th Amendment
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Eminent Domain - government can take private property for public use with just compensation.
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Types of Eminent Domain
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Within 5th Amendment
Physical - ex: widen the road, or build a dam Regulatory - don't have to give just compensation |
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6th Amendment
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speedy and public trial; right to counsel
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8th Amendment
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cruel and unusual punishment
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10th Amendment
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Power the government has is established in the constitution, everything else is left to the state unless something prohibits it.
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14th Amendment
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Constitutional protection from state and local government
Due Process Clause Equal Protection - the government is not to treat one person or group differently without a rational basis for doing so. |
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Due Process Clause
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14th Amendment -
Procedural: individual must be provided with notice of a fair hearing before action is taken that affects ones life, liberty, or property is affected. Substantive: Right to not have laws that interfere with our basic liberties |
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Agency def.
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defined by APA as any government unit other than legislature and the courts (executive)
known as 4th branch of government |
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Types of Agencies and examples of each
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Regulatory - power to regulate us; IRS, SEC, OSHA
Executive Departments - Dept. of Defense, Dept. of Education Non regulatory - Welfare agencies, Social Securities |
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Why were Agencies created?
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In response to a problem
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Roles of Administrative Agencies
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Specialization
Protection for small businesses Faster relief Due process Social goals |
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Creation and Control of Agencies
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Congress enables legislation because of time and expertise
President appoints head of agency |
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Administrative Procedural Act (APA)
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Establishes uniform rules and procedures for agencies to follow when they are setting forth regulations.
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Federal Register Act
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Oversees publication of federal agency regulation
3 publications |
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3 Publications from Federal Register Act
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US Government Manuel - list of all federal agencies, regional offices, and contact information (like a phone book)
Code of Federal Regulations (CFR) - all regulations of all federal agencies Federal Register - daily publication; supplements the CFR |
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Legislative Functions - 3 rules - Agencies
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Procedural Rule - establish agencies internal operating structure
Interpretive Rule - give agencies opinions on their own regulation Legislative Rule |
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Legislative Functions - rule making process - Agencies
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Informal Process - give notice in FR and allow comment period of at least 30 days
Formal Process - give notice in FR, have a hearing on the rule Final rules go in federal register and CFR |
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Executive Functions - Agencies
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Enforcement
Permits and Inspections |
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Judicial Functions - Hearings - Agencies
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Rule making - affects everyone
Adjudications - only affect parties involved Consent Order/Decree - promice to do better without admission of guilt or liability Administrative Law Judge - no jury |
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When can a hearing regarding agencies be tried in a traditional court?
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After you've exhausted your administrative remedies (internally)
Goes to administrative court |
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How each branch controls agencies
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Executive - appoint leaders, influence budget
Legislative - dissolve/restrict/expand agencies powers through budgets Judicial - appeals, threat of judicial review (BIGGEST CONTROL) |
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Pros and Cons of Regulation - Agencies
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Cons - costs businesses more money; slows economic growth
Pros - public safety, social issues are addresses, regulate free market |
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Factors Affecting Business Structure
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Cost - to create the business
Continuity - survival Control Liability - limited or full? Taxes Others |
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Traditional Forms of Business Structure
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Sole Proprietorship
Partnerships Corporations |
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Sole Proprietorship - def. and stat.
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2/3 of all business but only 5% of revenue
Venture undertaken by a single individual |
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Sole Proprietorship - Factors
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Cost - advantage; little to no cost
Continuity - disadvantage Control - advantage Liability - disadvantage; unlimited Taxes - advantage |
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Partnership - def. and agreement
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2 or more people carrying on as co-owners of a business for profit.
No written agreement necessary Uniform Partnership Act |
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Uniform Partnership Act
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Default provisions
all partners are equal in: management, profit, and loss all partners must show up all the time without pay |
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Partnership Factors
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Cost - advantage
Control - disadvantage Continuity - disadvantage Liability - disadvantage; one partner gets more financial burden Taxes - advantage |
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Fiduciary Duties
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All partners serve the partnership and each other
Must maintain loyalty Must act with due care - reasonably and prudently Don't exercise more authority than you have Maintain confidentiality |
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Dealing with 3rd Parties
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Every act committed by a partner with in the scope of partnership business binds the partnership and the other partners
Torts committed by a partner can leave all partners liable Crimes usually only involve partner in question |
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Partnership Interest
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Transfer - hard to transfer partnership
Assign - can assign partnership interest; gives right to shares of profits, but they are not a partner |
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Partnership - Termination
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Dissolution - changes in partnership; no physical change
Winding up - end business, liquidate assets, creditor; physical change |
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Creditor Priority
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outside creditors - suppliers
partner/inside creditors - loans by partners capital contribution - value of initial contributions profit/loss - look at written agreement and dispense that way |
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Limited Partnership - classes
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1st Hybrid
General Partner - control, unlimited liability Limited Partner - no control, limited liability, only lose their investment; Provisions must be written down for limited partnership |
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Corporations - def.
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artifical legal entity
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Corporations - organize
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Promoter - develops idea of business; raises capital; enters into contracts; files necessary documents
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Articles of Incorporation
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Name
Number of AUTHORIZED shares Agent's name Agents address can also put duration of corporation, purpose, name/address of incorporater |
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Secretary of State's Office - corporations
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Where articles of incorporation are filed; issue certificate of incorporation; must file annually for a fee
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Corporations - Factors
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Cost - disadvantage
Continuity - advantage Control - either Liability - advantage Taxes - disadvantage; double taxation |
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Operating the Corporation - Owners
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Shareholders = owners
elect board of directors amend articles of corporation vote on fundamental changes come to meetings inspect records of corporation |
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Preemptive Right
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Shareholders have a right to purchase their proportionate fraction of any newly issued stock
Corporation |
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Derivative Lawsuit
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Stockholders file on behalf of corporation, saying that officers and directors are not doing their job
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Directors
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Inside - within the organization; Sr. Exec.
Outside - outside the organization Provide their expertise with the company; strategic planning; appoint/remove officers and set their salaries |
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Officers
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Run day to day operations
agents of a corporation - can do things that bind the corporation Sec, Pres., VP |
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Fiduciary Duties - Corporations
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Duty of care and diligence
duty of loyalty business judgment rule - standard during derivative lawsuit respond-eat superior - let the master answer; any negligent acts are corporations responsibility |
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Dissolution of Corporation
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Voluntary dissolution - shareholders vote to dissolve; liquidate assets, pay off debt, file articles of dissolution
Involuntary - forced by court of state regulatory body if: shareholders are deadlocked, not paying dues; articles of dissolution are filed |
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Capital Structure - Corporation
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Debt - tax advantages; 1st in line on liquidation of assets
Equity - issue stock; Property rights |
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Property Rights - Capital Structure; Equity
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Right to participate in assets on liquidation
Right to participate in earnings (dividends) Right to participate in control (voting) |
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Type of Hybrids
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S. Corporation
LLC LLP |
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S. Corporation
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Single taxation with limited liability
limited to 100 shareholders Only 1 class of stock Need approval from IRS |
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LLC
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Limited Liability Company; fastest growing hybrid
Created by state Owners = members Articles of organization - fees Debt belongs to business Tax like partnership; no double taxation |
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LLP
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Limited Liability Partnership
Professionals: Doctors, Accountants Limited non responsible partners liability Tax like partnership Filing fees |
