Club Constitution

Constitution of the Rotary Club of

Maryville-Alcoa, Tennessee, USA

 

March 22, 2012

 

Article 1 Definitions

As used in this constitution, unless the context otherwise clearly requires, the words in

this article shall have the following meanings:

1. Board: The Board of Directors of this club.

2. Bylaws: The bylaws of this club.

3. Director: A member of this club’s Board of Directors.

4. Member: A member, other than an honorary member, of this club.

5. RI: Rotary International.

6. Year: The twelve-month period which begins on 1 July.

 

Article 2 Name

The name of this organization shall be Rotary Club of Maryville-Alcoa, Tennessee, USA.

 (Member of Rotary International)

 

Article 3 Locality of the Club

The locality of this club is as follows: Maryville-Alcoa, Tennessee, USA.

 

Article 4 Object

The Object of Rotary is to encourage and foster the ideal of service as a basis of worthy

enterprise and, in particular, to encourage and foster:

First. The development of acquaintance as an opportunity for service;

Second. High ethical standards in business and professions; the recognition of the

worthiness of all useful occupations; and the dignifying of each Rotarian’s occupation as

an opportunity to serve society;

Third. The application of the ideal of service in each Rotarian’s personal, business, and

community life;

Fourth. The advancement of international understanding, goodwill, and peace through a

world fellowship of business and professional persons united in the ideal of service.

 

Article 5 Five Avenues of Service

Rotary’s Five Avenues of Service are the philosophical and practical framework for the

work of this Rotary club.

1. Club Service, the first Avenue of Service, involves action a member should take

within this club to help it function successfully.

2. Vocational Service, the second Avenue of Service, has the purpose of promoting high

ethical standards in businesses and professions, recognizing the worthiness of all

dignified occupations, and fostering the ideal of service in the pursuit of all vocations.

The role of members includes conducting themselves and their businesses in accordance

with Rotary’s principles.

 

* The bylaws of Rotary International provide that each club admitted to membership in RI shall adopt this

prescribed standard club constitution.

 

3. Community Service, the third Avenue of Service, comprises varied efforts that

members make, sometimes in conjunction with others, to improve the quality of life of

those who live within this club’s locality or municipality.

4. International Service, the fourth Avenue of Service, comprises those activities that

members do to advance international understanding, goodwill, and peace by fostering

acquaintance with people of other countries, their cultures, customs, accomplishments,

aspirations, and problems, through reading and correspondence and through cooperation

in all club activities and projects designed to help people in other lands.

5. New Generations Service, the fifth Avenue of Service, recognizes the positive change

implemented by youth and young adults through leadership development activities,

involvement in community and international service projects, and exchange programs

that enrich and foster world peace and cultural understanding.

 

Article 6 Meetings

Section 1 Regular Meetings.

(a) Day and Time. This club shall hold a regular meeting once each week on the day

and at the time provided in the bylaws.

(b) Change of Meeting. For good cause, the board may change a regular meeting to

any day during the period commencing with the day following the preceding

regular meeting and ending with the day preceding the next regular meeting, or to a

different hour of the regular day, or to a different place.

(c) Cancellation. The board may cancel a regular meeting if it falls on a legal holiday,

including a commonly recognized holiday, or in case of the death of a club

member, or of an epidemic or of a disaster affecting the whole community, or of an

armed conflict in the community which endangers the lives of the club members.

The board may cancel not more than four regular meetings in a year for causes not

otherwise specified herein provided that this club does not fail to meet for more

than three consecutive meetings.

Section 2 Annual Meeting. An annual meeting for the election of officers shall be held

not later than 31 December as provided in the bylaws.

 

Article 7 Membership

Section 1 General Qualifications. This club shall be composed of adult persons of

good character and good business, professional and/or community reputation.

Section 2 Kinds. This club shall have two kinds of membership, namely: active and

honorary.

Section 3 Active Membership. A person possessing the qualifications set forth in

article 5, section 2 of the RI constitution may be elected to active membership in this

club.

Section 4 Transferring or Former Rotarian.

(a) Potential Members. A member may propose to active membership a transferring

member or former member of a club, if the proposed member is terminating or has

terminated such membership in the former club due to no longer being engaged in

the formerly assigned classification of business or profession within the locality of

the former club or the surrounding area. The transferring or former member of a

club being proposed to active membership under this section may also be proposed

by the former club. The classification of a transferring or former member of a club

shall not preclude election to active membership even if the election results in club

membership temporarily exceeding the classification limits. Potential members of

this club who are current or former members of another club who have debts to the

other club are ineligible for membership in this club. This club may demand that a

potential member present written proof that no money is owed to the other club.

The admission of a transferring or former Rotarian as an active member pursuant

to this section shall be contingent upon receiving a certificate from the board of the

previous club confirming the prospective member’s prior membership in that club.

(b) Current or Former Members. This club shall provide a statement whether money is

owed to this club when requested by another club with respect to a current or

former member of this club being considered for membership in the other club.

Section 5 Dual Membership. No person shall simultaneously hold active membership

in this and another club. No person shall simultaneously be a member and an honorary

member in this club. No person shall simultaneously hold active membership in this

club and membership in a Rotaract club.

Section 6 Honorary Membership.

(a) Eligibility for Honorary Membership. Persons who have distinguished themselves

by meritorious service in the furtherance of Rotary ideals and those persons

considered friends of Rotary for their permanent support of Rotary’s cause may be

elected to honorary membership in this club. The term of such membership shall

be as determined by the board. Persons may hold honorary membership in more

than one club.

(b) Rights and Privileges. Honorary members shall be exempt from the payment of

admission fees and dues, shall have no vote, and shall not be eligible to hold any

office in this club. Such members shall not hold classifications, but shall be

entitled to attend all meetings and enjoy all the other privileges of this club. No

honorary member of this club is entitled to any rights and privileges in any other

club, except for the right to visit other clubs without being the guest of a Rotarian.

Section 7 Holders of Public Office. Persons elected or appointed to public office for a

specified time shall not be eligible to active membership in this club under the

classification of such office. This restriction shall not apply to persons holding

positions or offices in schools, colleges, or other institutions of learning or to persons

who are elected or appointed to the judiciary. Members who are elected or appointed to

public office for a specified period may continue as such members in their existing

classifications during the period in which they hold such office.

Section 8 Rotary International Employment. This club may retain in its membership

any member employed by RI.

 

Article 8 Classifications

Section 1 General Provisions.

(a) Principal Activity. Each member shall be classified in accordance with the

member’s business, profession, or type of community service. The classification

shall be that which describes the principal and recognized activity of the firm,

company, or institution with which the member is connected or that which

describes the member’s principal and recognized business or professional activity

or that which describes the nature of the member’s community service activity.

(b) Correction or Adjustment. If the circumstances warrant, the board may correct or

adjust the classification of any member. Notice of a proposed correction or

adjustment shall be provided to the member and the member shall be allowed a

hearing thereon.

Section 2 Limitations. This club shall not elect a person to active membership from a

classification if the club already has five or more members from that classification,

unless the club has more than 50 members, in which case, the club may elect a person to

active membership in a classification so long as it will not result in the classification

making up more than 10 percent of the club’s active membership. Members who are

retired shall not be included in the total number of members in a classification. The

classification of a transferring or former member of a club, or a Rotary Foundation

alumnus as defined by the board of directors of RI, shall not preclude election to active

membership even if the election results in club membership temporarily exceeding the

above limitations. If a member changes classification, the club may continue the

member’s membership under the new classification notwithstanding these limitations.

 

Article 9 Attendance

Section 1 General Provisions. Each member should attend this club’s regular

meetings. A member shall be counted as attending a regular meeting if the member is

present for at least 60 percent of the meeting, or is present and is called away

unexpectedly and subsequently produces evidence to the satisfaction of the board that

such action was reasonable, or makes up for an absence in any of the following ways:

 (a) 14 Days Before or After the Meeting. If, within fourteen (14) days before or after

the regular time for that meeting, the member

(1) attends at least 60 percent of the regular meeting of another club or of a

provisional club; or

(2) attends a regular meeting of a Rotaract or Interact club, Rotary Community

Corps, or Rotary Fellowship or of a provisional Rotaract or Interact club,

Rotary Community Corps, or Rotary Fellowship; or

(3) attends a convention of RI, a council on legislation, an international assembly,

a Rotary institute for past and present officers of RI, a Rotary institute for

past, present, and incoming officers of RI, or any other meeting convened

with the approval of the board of directors of RI or the president of RI acting

on behalf of the board of directors of RI, a Rotary multizone conference, a

meeting of a committee of RI, a Rotary district conference, a Rotary district

assembly, any district meeting held by direction of the board of directors of

RI, any district committee meeting held by direction of the district governor,

or a regularly announced intercity meeting of Rotary clubs; or

(4) is present at the usual time and place of a regular meeting of another club for

the purpose of attending such meeting, but that club is not meeting at that time

or place; or

(5) attends and participates in a club service project or a club-sponsored

community event or meeting authorized by the board; or

(6) attends a board meeting or, if authorized by the board, a meeting of a service

committee to which the member is assigned; or

(7) participates through a club web site in an interactive activity requiring an

average of 30 minutes of participation.

When a member is outside the member’s country of residence for more than fourteen

(14) days, the time restriction shall not be imposed so that the member may attend

meetings in another country at any time during the travel period, and each such

attendance shall count as a valid make-up for any regular meeting missed during the

member’s time abroad.

(b) At the Time of the Meeting. If, at the time of the meeting, the member is

(1) traveling with reasonable directness to or from one of the meetings specified

in sub-subsection (a) (3) of this section; or

(2) serving as an officer or member of a committee of RI, or a trustee of The

Rotary Foundation; or

(3) serving as the special representative of the district governor in the formation

of a new club; or

(4) on Rotary business in the employ of RI; or

(5) directly and actively engaged in a district-sponsored or RI- or Rotary

Foundation-sponsored service project in a remote area where making up

attendance is impossible; or

(6) engaged in Rotary business duly authorized by the board which precludes

attendance at the meeting.

Section 2 Extended Absence on Outposted Assignment. If a member will be working

on an outposted assignment for an extended period of time, attendance at the meetings

of a designated club at the site of the assignment will replace attendance at the regular

meetings of the member’s club, provided there is a mutual agreement between the two

clubs.

Section 3 Excused Absences. A member’s absence shall be excused if

(a) the absence complies with the conditions and under circumstances approved by the

board. The board may excuse a member’s absence for reasons which it considers

to be good and sufficient. Such excused absences shall not extend for longer than

twelve months.

(b) the age of the member is 65 and above and the aggregate of the member’s years of

age and years of membership in one or more clubs is 85 years or more and the

member has notified the club secretary in writing of the member’s desire to be

excused from attendance and the board has approved.

Section 4 RI Officers’ Absences. A member’s absence shall be excused if the member

is a current officer of RI.

Section 5 Attendance Records. In the event that a member whose absences are excused

under the provisions of subsection 3(b) or section 4 of this article attends a club

meeting, the member and the member’s attendance shall be included in the membership

and attendance figures used to compute this club’s attendance.

 

Article 10 Directors and Officers

Section 1 Governing Body. The governing body of this club shall be the board

constituted as the bylaws may provide.

Section 2 Authority. The board shall have general control over all officers and

committees and, for good cause, may declare any office vacant.

Section 3 Board Action Final. The decision of the board in all club matters is final,

subject only to an appeal to the club. However, as to a decision to terminate

membership, a member, pursuant to article 12, section 6, may appeal to the club,

request mediation, or request arbitration. If appealed, a decision of the board shall be

reversed only by a two-thirds vote of the members present, at a regular meeting

specified by the board, provided a quorum is present and notice of the appeal has been

given by the secretary to each member at least five (5) days prior to the meeting. If an

appeal is taken, the action taken by the club shall be final.

Section 4 Officers. The club officers shall be a president, the immediate past president,

a president-elect, and one or more vice-presidents, all of whom shall be members of the

board, and a secretary, a treasurer, and a sergeant-at-arms, who may or may not be

members of the board as the bylaws shall provide.

Section 5 Election of Officers.

(a) Terms of Officers other than President. Each officer shall be elected as provided in

the bylaws. Except for the president, each officer shall take office on 1 July

immediately following election and shall serve for the term of office or until a

successor has been duly elected and qualified.

(b) Term of President. The president shall be elected as provided in the bylaws, not

more than two (2) years but not less than eighteen (18) months prior to the day of

taking office and shall serve as president-nominee upon election. The nominee

shall take the title of president-elect on 1 July in the year prior to taking office as

president. The president shall take office on 1 July and shall serve a period of one

(1) year or until a successor has been duly elected and qualified.

(c) Qualifications. Each officer and director shall be a member in good standing of

this club. The president-elect shall attend the district presidents-elect training

seminar and the district assembly unless excused by the governor-elect. If so

excused, the president-elect shall send a designated club representative who shall

report back to the president-elect. If the president-elect does not attend the

presidents-elect training seminar and the district assembly and has not been

excused by the governor-elect or, if so excused, does not send a designated club

representative to such meetings, the president-elect shall not be able to serve as

club president. In such event, the current president shall continue to serve until a

successor who has attended a presidents-elect training seminar and district

assembly or training deemed sufficient by the governor-elect has been duly

elected.

 

Article 11 Admission Fees and Dues

Every member shall pay an admission fee and annual dues as prescribed in the bylaws,

except that any transferring or former member of another club who is accepted into

membership of this club pursuant to article 7, section 4(a) shall not be required to pay a

second admission fee. A Rotaractor who ceased to be a member of Rotaract within the

preceding two years, who is accepted into membership of this club, shall not be required

to pay an admission fee.

 

Article 12 Duration of Membership

Section 1 Period. Membership shall continue during the existence of this club unless

terminated as hereinafter provided.

Section 2 Automatic Termination.

(a) Membership Qualifications. Membership shall automatically terminate when a

member no longer meets the membership qualifications, except that

(1) the board may grant a member moving from the locality of this club or the

surrounding area a special leave of absence not to exceed one (1) year to

enable the member to visit and become known to a Rotary club in the new

community if the member continues to meet all conditions of club

membership;

(2) the board may allow a member moving from the locality of this club or the

surrounding area to retain membership if the member continues to meet all

conditions of club membership.

(b) How to Rejoin. When the membership of a member has terminated as provided in

subsection (a) of this section, such person, provided such person’s membership

was in good standing at the time of termination, may make new application for

membership, under the same or another classification. A second admission fee

shall not be required.

(c) Termination of Honorary Membership. Honorary membership shall automatically

terminate at the end of the term for such membership as determined by the board.

However, the board may extend an honorary membership for an additional period.

The board may revoke an honorary membership at any time.

Section 3 Termination- Non-payment of Dues.

(a) Process. Any member failing to pay dues within thirty (30) days after the

prescribed time shall be notified in writing by the secretary at the member’s last

known address. If the dues are not paid on or before ten (10) days of the date of

notification, membership may terminate, subject to the discretion of the board.

(b) Reinstatement. The board may reinstate the former member to membership upon

the former member’s petition and payment of all indebtedness to this club.

However, no former member may be reinstated to active membership if the former

member’s classification is in conflict with article 8, section 2.

Section 4 Termination- Non-attendance.

(a) Attendance Percentages. A member must

(1) attend or make up at least 50 percent of club regular meetings in each half of

the year;

(2) attend at least 30 percent of this club’s regular meetings in each half of the

year (assistant governors, as defined by the board of directors of RI, shall be

excused from this requirement).

If a member fails to attend as required, the member’s membership shall be subject

to termination unless the board consents to such non-attendance for good cause.

(b) Consecutive Absences. Unless otherwise excused by the board for good and

sufficient reason or pursuant to article 9, sections 3 or 4, each member who fails to

attend or make up four consecutive regular meetings shall be informed by the

board that the member’s non-attendance may be considered a request to terminate

membership in this club. Thereafter, the board, by a majority vote, may terminate

the member’s membership.

Section 5 Termination Other Causes.

(a) Good Cause. The board may terminate the membership of any member who ceases

to have the qualifications for membership in this club or for any good cause by a

vote of not less than two-thirds of the board members, at a meeting called for that

purpose. The guiding principles for this meeting shall be article 7, section 1; The

Four-Way Test; and the high ethical standards that one should hold as a Rotary

club member.

(b) Notice. Prior to taking any action under subsection (a) of this section, the member

shall be given at least ten (10) days’ written notice of such pending action and an

opportunity to submit a written answer to the board. The member shall have the

right to appear before the board to state the member’s case. Notice shall be by

personal delivery or by registered letter to the member’s last known address.

(c) Filling Classification. When the board has terminated the membership of a

member as provided for in this section, this club shall not elect a new member

under the former member’s classification until the time for hearing any appeal has

expired and the decision of this club or of the arbitrators has been announced.

However, this provision shall not apply if, by election of a new member, the

number of members under the said classification would remain within provided

limitations even if the board’s decision regarding termination is reversed.

Section 6 Right to Appeal, Mediate or Arbitrate Termination.

(a) Notice. Within seven (7) days after the date of the board’s decision to terminate

membership, the secretary shall give written notice of the decision to the member.

Within fourteen (14) days after the date of the notice, the member may give written

notice to the secretary of the intention to appeal to the club, request mediation, or

to arbitrate as provided in article 16.

(b) Date for Hearing of Appeal. In the event of an appeal, the board shall set a date for

the hearing of the appeal at a regular club meeting to be held within twenty-one

(21) days after receipt of the notice of appeal. At least five (5) days’ written notice

of the meeting and its special business shall be given to every member. Only

members shall be present when the appeal is heard.

(c) Mediation or Arbitration. The procedure utilized for mediation or arbitration shall

be as provided in article 16.

(d) Appeal. If an appeal is taken, the action of the club shall be final and binding on all

parties and shall not be subject to arbitration.

(e) Decision of Arbitrators or Umpire. If arbitration is requested, the decision reached

by the arbitrators or, if they disagree, by the umpire shall be final and binding on

all parties and shall not be subject to appeal.

(f) Unsuccessful Mediation. If mediation is requested but is unsuccessful, the member

may appeal to the club or arbitrate as provided in subsection (a) of this section.

Section 7 Board Action Final. Board action shall be final if no appeal to this club is

taken and no arbitration is requested.

Section 8 Resignation. The resignation of any member from this club shall be in

writing, addressed to the president or secretary. The resignation shall be accepted by

the board if the member has no indebtedness to this club.

Section 9 Forfeiture of Property Interest. Any person whose club membership has

been terminated in any manner shall forfeit all interest in any funds or other property

belonging to this club if, under local laws, the member may have acquired any right to

them upon joining the club.

Section 10 Temporary Suspension.

Notwithstanding any provision of this constitution, if in the opinion of the board

(a) credible accusations have been made that a member has refused or neglected to

comply with this constitution, or has been guilty of conduct unbecoming a member

or prejudicial to the interests of the club; and

(b) those accusations, if proved, constitute good cause for terminating the membership

of the member; and

(c) it is desirable that no action should be taken in respect of the membership of the

member pending the outcome of a matter or an event that the board considers

should properly occur before such action is taken by the board; and

(d) that in the best interests of the club and without any vote being taken as to his or

her membership, the member’s membership should be temporarily suspended and

the member should be excluded from attendance at meetings and other activities of

this club and from any office or position the member holds within the club. For the

purposes of this clause, the member shall be excused from fulfilling attendance

responsibilities;

the board may, by a vote of not less than two-thirds of the board, temporarily suspend

the member as aforesaid for such period and on such further conditions as the board

determines, albeit for a period no longer than is reasonably necessary in all the

circumstances.

 

Article 13 Community, National, and International Affairs

Section 1 Proper Subjects. The merits of any public question involving the general

welfare of the community, the nation, and the world are of concern to the members of

this club and shall be proper subjects of fair and informed study and discussion at a club

meeting for the enlightenment of its members in forming their individual opinions.

However, this club shall not express an opinion on any pending controversial public

measure.

Section 2 No Endorsements. This club shall not endorse or recommend any candidate

for public office and shall not discuss at any club meeting the merits or demerits of any

such candidate.

Section 3 Non-Political.

(a) Resolutions and Opinions. This club shall neither adopt nor circulate resolutions or

opinions, and shall not take action dealing with world affairs or international

policies of a political nature.

(b) Appeals. This club shall not direct appeals to clubs, peoples, or governments, or

circulate letters, speeches, or proposed plans for the solution of specific

international problems of a political nature.

Section 4 Recognizing Rotary’s Beginning. The week of the anniversary of Rotary’s

founding (23 February) shall be known as World Understanding and Peace Week.

During this week, this club will celebrate Rotary service, reflect upon past

achievements, and focus on programs of peace, understanding, and goodwill in the

community and throughout the world.

 

Article 14 Rotary Magazines

Section 1 Mandatory Subscription. Unless, in accordance with the bylaws of RI, this

club is excused by the board of directors of RI from complying with the provisions of

this article, each member shall, for the duration of membership, subscribe to the official

magazine or to the magazine approved and prescribed for this club by the board of

directors of RI. Two Rotarians residing at the same address have the option to

subscribe jointly to the official magazine. The subscription shall be paid in six (6)

month periods for the duration of membership in this club and to the end of any six (6)

month period during which membership may terminate.

Section 2 Subscription Collection. The subscription shall be collected by this club

from each member semiannually in advance and remitted to the Secretariat of RI or to

the office of such regional publications as may be determined by the board of directors

of RI.

 

Article 15 Acceptance of Object and Compliance with Constitution and Bylaws

By payment of an admission fee and dues, a member accepts the principles of Rotary as

expressed in its object and submits to and agrees to comply with and be bound by the

constitution and bylaws of this club, and on these conditions alone is entitled to the

privileges of this club. Each member shall be subject to the terms of the constitution and

bylaws regardless of whether such member has received copies of them.

 

Article 16 Arbitration and Mediation

Section 1 Disputes. Should any dispute, other than as to a decision of the board, arise

between any current or former member(s) and this club, any club officer or the board,

on any account whatsoever which cannot be settled under the procedure already

provided for such purpose, the dispute shall, upon a request to the secretary by any of

the disputants, either be resolved by mediation or settled by arbitration.

Section 2 Date for Mediation or Arbitration. In the event of mediation or arbitration,

the board shall set a date for the mediation or arbitration, in consultation with

disputants, to be held within twenty-one (21) days after receipt of the request for

mediation or arbitration.

Section 3 Mediation. The procedure for such mediation shall be that recognized by an

appropriate authority with national or state jurisdiction or be that recommended by a

competent professional body whose recognized expertise covers alternative dispute

resolution or be that recommended by way of documented guidelines determined by the

board of RI or the trustees of The Rotary Foundation. Only a member of a Rotary club

may be appointed as mediator(s). The club may request the district governor or the

governor’s representative to appoint a mediator who is a member of a Rotary club and

who has appropriate mediation skills and experience.

(a) Mediation Outcomes. The outcomes or decisions agreed between the parties as a

result of mediation shall be recorded and copies held by each party, the mediator(s)

and one copy given to the board and to be held by the secretary. A summary

statement of outcomes acceptable to the parties involved shall be prepared for the

information of the club. Either party, through the president or secretary, may call

for further mediation if either party has retracted significantly from the mediated

position.

(b) Unsuccessful Mediation. If mediation is requested but is unsuccessful, any

disputant may request arbitration as provided in section 1 of this article.

Section 4 Arbitration. In the event of a request for arbitration, each party shall appoint

an arbitrator and the arbitrators shall appoint an umpire. Only a member of a Rotary

club may be appointed as umpire or as arbitrator.

Section 5 Decision of Arbitrators or Umpire. If arbitration is requested, the decision

reached by the arbitrators or, if they disagree, by the umpire shall be final and binding

on all parties and shall not be subject to appeal.

 

Article 17 Bylaws

This club shall adopt bylaws not inconsistent with the constitution and bylaws of RI, with

the rules of procedure for an administrative territorial unit where established by RI, and

with this constitution, embodying additional provisions for the government of this club.

Such bylaws may be amended from time to time as therein provided.

 

Article 18 Interpretation

Throughout this constitution, the terminology "mail," "mailing," and "ballot-by-mail"

will include utilization of electronic mail (e-mail) and internet technology to reduce costs

and increase responsiveness.

 

Article 19 Amendments

Section 1 Manner of Amending. Except as provided in section 2 of this article, this

constitution may be amended only by the council on legislation in the same manner as

is established in the bylaws of RI for the amendment of its bylaws.

Section 2 Amending Article 2 and Article 3. Article 2 (Name) and Article 3 (Locality

of the Club) of the constitution shall be amended at any regular meeting of this club, a

quorum being present, by the affirmative vote of not less than two-thirds of all voting

members present and voting, provided that notice of such proposed amendment shall

have been mailed to each member and to the governor at least ten (10) days before such

meeting, and provided further, that such amendment shall be submitted to the board of

directors of RI for its approval and shall become effective only when so approved. The

governor may offer an opinion to the board of directors of RI regarding the proposed

amendment.

 

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