Bylaws of the Alpine Mountain Region Porsche Club of America
Adopted: October 2022
ARTICLE I: NAME
The name of the Club shall be the Alpine Mountain Region Porsche Club of America.
The AMR Principal Office shall be the residence of the duly elected President.
ARTICLE II: GENERAL OBJECTIVES
The general objectives of AMR, to which its members are joined together and mutually pledged, shall be the furtherance and promotion of the following:
- The highest standards of courtesy and safety on the roads.
- The enjoyment and sharing of goodwill and fellowship engendered by owning a Porsche and engaging in such social or other events as may be agreeable to the membership.
- The maintenance of the highest standards of operation and performance of the marque by sharing and exchanging technical and mechanical information.
- The establishment and maintenance of mutually beneficial relationships with the Porsche Works, Porsche Dealers, and other service sources to the end that the marque shall prosper and continue to enjoy its unique leadership and position in automotive history.
- The interchange of ideas and suggestions with other Porsche Clubs throughout the world and in such cooperation as may be desirable.
- The establishment of such mutually cooperative relationships with other car clubs as may be desirable.
- The preservation of the independence of PCA and AMR, free of control or undue influence by any outside individual, organization, company, or other entity, no matter how closely aligned to AMR in interest or purpose. In furtherance of this goal, the PCA, AMR is and shall remain a totally member-driven and primarily member-financed independent entity allowing neither inappropriate nor undue influence, financial or material, from outside its domain, owing allegiance only to its members.
ARTICLE III: POWERS AND BADGE
Section 1 – Powers
AMR shall be empowered to do all things and conduct all business in compliance with not-for-profit status, necessary to carry out the general objectives of AMR as set forth in the Certificate of Incorporation, issued under the statutes of the Colorado Alpine Mountain Region, and in these Bylaws.
Section 2 – Badge
The badge of AMR shall be the PCA logo flanked by three cascading chevrons representing Pikes Peak and nearby mountains on blue background disc; the North Star with eight surrounding stars are above the top chevron with the club title beneath the bottom chevron. The logo/badge for AMR shall be as shown on exhibit A to these Bylaws. No substantial alteration to the logo/badge may be adopted by AMR unless approved by a 75% majority vote of those Active and Family Active members who voted.
ARTICLE IV: MEMBERSHIPS, DUES, AND FEES
Section 1 – Membership
Membership in AMR shall be restricted to owners, lessees, or co-owners of Porsches who are 18 years of age or older, and to such other persons interested in AMR and its objectives as provided in Section 2 (B), (C), and (D) of this Article and have been accepted for membership by PCA. A Porsche is defined as an automobile body and suspension which is, basically, as manufactured by or designated as a Porsche automobile by Porsche, Porsche AG or its successor, which is powered by an engine which is, basically, one which was installed in such bodies by the manufacturer of such automobiles, although not necessarily in the body concerned.
Section 2 – Classes of Membership
- ACTIVE Member – Any owner, lessee, or co-owner of a Porsche, who is 18 years of age or older, having paid PCA Club dues and fees as required.
- FAMILY-ACTIVE Member – An individual requested by an Active member as his or her Family- active member restricted to persons 18 years of age or older, whether otherwise qualified for active membership by ownership of a Porsche or not.
- ASSOCIATE – Any Active member who ceases to own, lease or co-own a Porsche while in good standing, or any person, employed by a Porsche-oriented business, interested in the PCA and its objectives having paid PCA Club dues and fees as required. A person of the Associate member’s family who has been a Family-active member as in (B) above, may continue as a Family-associate member similarly.
- AFFILIATE MEMBER – A person, 18 years of age or older, named by the active member at the time of joining or at any renewal of membership in lieu of a Family-active member.
Section 3 – National and Regional Club Membership
No Active member, Family-active member, Associate member, or Affiliate member may hold membership in the AMR without at the same time being a member in good standing of PCA which is each a separate legal entity.
Section 4 – Membership Application
Application for membership may be made either through AMR or PCA, either of which may reject it.
Section 5 – Dues
PCA annual dues for the various classes of membership shall be determined from time to time by the PCA Board of Directors. National dues shall be collected by PCA, which shall refund to AMR such part thereof as shall have been set by the PCA Board of Directors. PCA dues shall be due and payable at the end of the month in which the member joined or in which the member last renewed.
Section 6 – Membership Year
The membership year for members or AMR shall be set forth by PCA, who manages renewal notices. Members who do not renew shall be dropped from membership.
Section 7 – Privileges
Active members, and Family-active members in good standing shall be entitled to all the privileges of AMR, including eligibility to hold office and vote. Associate members and Affiliate members shall be entitled to neither vote nor hold elective office. Further, Family-active members, Affiliate members and Family associate members shall not be entitled to receive any duplication of any AMR mailings to the Active member. Ballots will be mailed (or, if electronic means shall have been approved in accordance with these Bylaws, then by mail, by electronic means or any combination thereof) to Active members only, with space for the vote of the Family-active member. The Active member and Family-active member may cast only one vote each in any election or referendum.
Section 8 – Suspension
Any member may be suspended by a 75% vote of the AMR Board of Directors or by 2/3 vote of the National Board of Directors in accordance with its Bylaws for infractions of AMR or National rules or regulations or for actions inimical to the general objectives or best interests of AMR or PCA. Upon written notice of such suspension, the suspended member shall be afforded reasonable opportunity to be heard, in person or through a representative, by the National Board of Directors or a committee appointed by the National Executive Council for the purpose, concerning the alleged misconduct. In order to be considered valid, such appeal must be made in writing within 45 days of the written suspension notification. If the suspension was not for a stated length of time and no written appeal is tendered, the member is automatically expelled from PCA at the end of the 45-day appeal window. In the event of an appeal, the National Board of Directors may thereafter continue the suspension for a definite time, lift the suspension, or expel the member, and its decision shall be final. Suspensions of active and associate members are also applicable to family-active, family associate and affiliate members.
Section 9 – Resignations
Any member may resign by addressing a letter of resignation to the Secretary of AMR or to the Executive Director of PCA. The member’s resignation shall become effective upon receipt and all Club privileges shall terminate as of that date. Resignation of an Active member likewise terminates membership of his/her Family active or affiliate member. The resignation of an Associate Member likewise terminates membership of his/her Family associate member. An Active member may terminate the membership of an affiliate member named by written notification to the Executive Director of the National Office.
Section 10 – Transfers
Any member may request for transfer out of AMR to another region or from another region into AMR within the PCA. This request shall be submitted in writing to PCA.
Section 11 – Termination
An Active member or Associate member may terminate or change the Family-active, Affiliate or Family-associate membership by written notice to PCA.
ARTICLE V: ELECTED OFFICERS
Section 1 – Elected Officers
The elected officers of the Club shall be a President, First Vice President, Second Vice President, Secretary, Treasurer, and two Members-at-large. Their terms of office shall be for two years and shall end on December 31. No officer shall serve in the same office more than two consecutive terms. No officer may continue in office if the officer moves the officer’s residence beyond PCA defined borders of AMR.
Section 2 – Eligibility
Only Active members and Family-active members in good standing, shall be eligible to be nominated for elective AMR office.
ARTICLE VI: Board of Directors
Section 1 – Board of Directors
The President, the First and Second Vice Presidents, the last Past President continuing to be an active member of AMR, the Secretary, the Treasurer, and two Members-at-large shall constitute the Board of Directors in which the governance of AMR shall be vested. It shall be responsible for the proper conduct of the administrative affairs of AMR, the proper functioning of the committees, the fulfillment of duties by the Board of Directors, and shall ensure compliance with these Bylaws. All decisions of the Board of Directors shall be by a majority vote unless otherwise provided in these Bylaws.
Section 2 – Functions of the Board of Directors
All decisions of the Board of Directors involving major policy considerations shall be arrived at by an in-person meeting, or by mail, telephonic or electronic canvass of the entire Board of Directors, to the fullest extent permitted by law. All decisions of the Board of Directors at any called Board of Directors meeting shall be by a majority of the votes cast by those members voting, to the fullest extent permitted by law. At any Board of Directors meeting, representation of half of the AMR Board of Directors shall constitute a quorum. If the Past President is also serving as a current elected officer of AMR, he/she can only cast one vote on the Board of Directors.
ARTICLE VII: DUTIES OF OFFICERS
Section 1 – Duties of President
The President shall preside at all meetings of the Board of Directors and shall perform the duties usually appertaining to the President’s office. The President shall call at least nine (9) meetings of the Board of Directors per calendar year. The President may call meetings of the Board of Directors as the President may see fit and shall call such a meeting at the request of any three (3) members of the Board of Directors. The President shall cause to be published in AMR’s official publication a minimum of an annual report on the status of AMR, its plans and programs, policy decisions reached by the Board of Directors.
The President is a voting member of the PCA Board of Directors and participates in all PCA Board of Directors meetings.
Section 2 – Duties of First Vice President
The First Vice President shall assist the President in the conduct of the administrative affairs of AMR and perform such other duties as may be assigned to the First Vice President by the President. In the absence of the President, the First Vice President shall preside, and act as President. In case of the President’s death, resignation or disqualification, the First Vice President shall become President.
Section 3 – Duties of Second Vice President
The Second Vice President shall assist the President and First Vice President in the conduct of the administrative affairs of AMR and perform such other duties as may be assigned to the Second Vice President by the President. In the absence of the President and the First Vice President, the Second Vice President shall preside, and act as President. If the First Vice President cannot assume the duties of President, the Second Vice President shall become President.
Section 4 – Duties of Secretary
The Secretary shall attend meetings of the Board of Directors and shall keep full and complete minutes of the proceedings and of all votes cast thereat. The Secretary shall cause to be published in the AMR’s official publication notices of proposed and adopted amendments of these Bylaws and other matters relating to the proper conduct of AMR. The Secretary shall have custody of AMR’s National Charter and all non-financial records at all times. The Secretary shall perform all duties incident to the Secretary’s office as required by law, election responsibilities outlined in Article IX, Sections 3 and 4, and such other duties as may be assigned by the President. In the absence of the President and First and Second Vice Presidents, the Secretary shall preside at Board of Director meetings and act as the President.
Section 5 – Duties of Treasurer
The Treasurer shall have responsibility for all monies, debts, obligations, and assets belonging to AMR. The Treasurer shall cause all monies of AMR to be deposited to the AMR accounts in a bank or banks insured by the Federal Deposit Insurance Corporation (FDIC) or credit unions insured by the National Credit Union Administration (NCUA). The Treasurer shall have direct control over, and supervision of, all AMR assets and of all payments of AMR debts and obligations. The Treasurer shall ensure strict compliance with these Bylaws in all matters pertaining to the financial affairs of AMR. The Treasurer shall cause to be maintained books of account which shall properly reflect the true and correct financial status of all receipts, disbursements, balances, assets, and liabilities of AMR. All checks or other orders for the payment of monies in the name of AMR shall be signed by the Treasurer or by such other person(s) as designated by the Board of Directors, and who is (are) overseen by the Treasurer. It will be the responsibility of the Treasurer to prepare the required IRS forms for a 501(c)(7) exempt from tax organization, including a copy of the Bylaws if altered, to be submitted to the President for signature, and to mail those forms to the IRS in a timely manner so as not to incur any fines from the IRS. The Treasurer shall have custody of the financial records of AMR. The Treasurer shall perform all duties incident to the Treasurer’s office required by law, duties outlined under Article XI, Section 5 Financial Oversight, and such other duties that may be assigned by the President.
Section 6 – Duties of the Members-at-large
The Members-at-large shall represent the club members in general and in matters that come before the Board of Directors and perform such other duties as may be assigned by the President.
Section 7 – Duties of the Past President
The Past President shall have the responsibility to serve as a voting member of the Board of Directors to provide continuity.
Duties shall be assigned by the Board of Directors as needed for the improvement and advancement of the AMR’s objectives. The Past President may also serve concurrently as an elected officer of the Board of Directors but is accorded only one vote.
Section 8 – Vacancies / Interim appointments
In the event of the death, resignation, disability, or disqualification of the Vice Presidents, Secretary, Treasurer, or Members-at-large, the Board of Directors shall make an interim appointment to the office until the next regular election. The time appointed to fill an open position does not count toward the two-term limit.
In the event of the death, resignation, disability, or disqualification of a candidate for the office of Vice Presidents, Secretary, Treasurer, or Members-at-large running unopposed, or elected but not yet seated, the Board of Directors shall make an interim appointment to that office until the next regular election, regardless of the length of the unexpired term being filled. The time appointed to fill an open position does not count toward the two-term limit.
The Board of Directors may declare vacant the seat of member of the Board of Directors who is absent from three (3) consecutive meetings of the Board of Directors without reasonable cause.
Section 9 – Financial Accounts
The Board of Directors will specify a minimum of one additional Elected Officer’s name other than the Treasurer as signature authority on AMR’s accounts.
ARTICLE VIII: STANDING COMMITTEES and SPECIAL COMMITTEES
Section 1 – Appointment of Standing Committee Chairs
Standing Committee Chairs are appointed by a majority vote of the Board of Directors and may, in like manner, be dismissed by the majority vote of same, except that a 75% vote of the Board of Directors shall be required for the appointment of the chair and members of the Nominating Committee and for their dismissal or replacement. Any Active member and Family-active member of AMR may serve as a member or Chair of a Standing Committee. Standing Committee Chairs are not voting members of the Board of Directors.
Section 2 – Number
There shall be five standing committees of AMR as follows:
Section 3 – Standing Committee Members
Standing Committee members must be a member in good standing of AMR and may vary in number as required to accomplish the work of each committee. Committee members may be appointed by Standing Committee Chairs with approval by the Board of Directors. Committee members may be dismissed or replaced by majority consent of the Board of Directors.
Section 4 – Special Committees and Event Chairs
The Board of Directors may create or abolish such other ad hoc committees and event chairs from time to time as required to execute AMR’s special activities, events, or objectives. Special Committee members may be appointed by Committee Chairs with approval by the Board of Directors. Committee members may be dismissed or replaced by majority consent of the Board of Directors.
Section 5 – Duties and Responsibilities
Committee Chairs are accountable to the Board of Directors and shall submit monthly status reports, as appropriate, for each associated activity to the Board of Directors for review and/or approval. If applicable, Committee Chairs shall provide an annual written proposed budget of all anticipated expenses and income in connection with their function for planning purpose.
Section 6 – Term
Standing Committee Chairs, Special Committee Chairs, and committee member terms are from January 1 to December 31 of each year. They will automatically renew each year unless terminated by resignation or a majority vote of the Board of Directors. Event Chair terms are as required by the duration of the event.
ARTICLE IX: ELECTION OF OFFICERS
Section 1 – Nominating Committee
The Board of Directors will appoint a Nominating Committee Chair and other committee members totaling an odd number from the current Active members and Family-active members of AMR. No member of the Nominating Committee may be elected to an office in the same year which he or she serves on the Nominating Committee. The Nominating Committee will be appointed at the September Board of Directors meeting. The Nominating Committee is responsible for nominating a slate of officers to serve in positions up for election for the following term. Not later than the October Board of Directors meeting of each election year, the Nominating Committee shall recommend to the Board of Directors a slate of one or more nominees for those offices about to be vacated. No candidate shall run for more than one position.
Section 2 – Nominations by the Members
Active members and Family-active members in good standing may nominate candidates for each office. Such nominations must be submitted to the Nominating Committee not later than seven (7) days prior to the October meeting of the Board of Directors each year.
No member may be nominated or placed on the ballot without their consent.
Section 3 – Notice of Elections
In the official publication for AMR, the Secretary shall cause to be published / posted a notice of election and the names of all nominees for office no later than ten (10) days after the October Board of Directors meeting.
Section 4 – Ballots
No later than ten (10) days after the October Board of Directors meeting the Secretary shall cause to be mailed, sent by electronic means or any combination thereof, to all current Active members a notice of election and a ballot.
Active members and Family-active members are entitled to one (1) vote each on any and each issue arising.
The ballot shall contain:
- Names of the nominees
- Instructions to vote for no more than one candidate for each Officer position and one or two Member-at-large positions, depending on the number of positions up for election.
- Space for voting for the Active member’s vote and the Family-Active member’s vote.
- Space provided for write-in votes.
- Space provided for the signature of each voting member, each member’s unique PCA membership number, and their email address (if appropriate).
- A statement noting the calendar date deadline for the receipt of ballots.
The notice of election and ballot shall have a return date established by the Board of Directors, but no later than 30 days prior to the end of the year. Ballots submitted electronically must be received by the Secretary no later than the return date on the notice of election and ballot. Mailed ballots must be postmarked no later than the return date on the notice of election and ballot. All ballots must include the Active member’s and Family-active member’s unique PCA membership numbers; otherwise, the ballot is invalidated.
Section 5 – Tellers
No later than ten (10) days after the deadline for the receipt of ballots the Secretary and a member in good standing who is not running for office in the election, shall count and tally all ballots received by the deadline. If the active Secretary is on the ballot, the Past President, or another member in good standing with no direct interest in the outcome, will substitute.
Ballots received after the deadline shall not be counted unless there is a tie for any of the positions. If a tie remains after all the late ballots are tallied, the Secretary (or Past President if a teller, or one of the member tellers if the past president is not a teller) shall flip a coin in the presence of the candidates or the tellers present to determine a winner.
Section 6 – Notice of Election Results
The Secretary shall cause to be published / posted no later than five (5) days after the counting of the ballots the results of the election in AMR’s official publication and / or on the AMR’s website. Unless there is a protest, the election results become final seven (7) days after they are published.
Section 7 – Protests
Written protests shall be directed to the Board of Directors within seven (7) days of the results being announced. The Board of Directors has seven (7) days to hear the objection and determine a resolution. The Board of Directors’ decision will be final.
Section 8 –Duties of Newly Elected Officials
Upon tabulation of the votes the Secretary shall immediately notify the persons elected of their election. After the election results become final, the President-Elect shall, as soon as feasible, call a meeting of the newly constituted Board of Directors for the purpose of appointment of committee members whose terms are to start at the first of the next year, as well as other appointments which may be required. At the discretion of the President-Elect, the meeting described above may be by telephone, mail, or electronic means.
ARTICLE X: FISCAL YEAR
The fiscal year of the Club shall be the calendar year.
ARTICLE XI: OBLIGATIONS AND INDEBTEDNESS
Section 1 – Authority to Incur Obligations or Indebtedness
Only persons authorized by the Board of Directors to act on behalf of AMR shall incur any obligation or indebtedness in the name of AMR. All obligations or indebtedness incurred in accordance with the provisions of these Bylaws shall be incurred as corporate obligations. No personal liability whatever shall attach to or be incurred by any member or officer of AMR by reason of any such corporate obligation or liability.
No elected officer or any other person authorized to act on behalf of AMR shall incur any obligations or indebtedness in the name of AMR in excess of the sum of $250USD without prior approval of a majority of the Board of Directors, except for the following purposes:
- Printing, mailing, postage, and stenographic expenses of AMR’s official publication.
- Stationery and postage for ordinary administrative use.
Emergency Expenditures: In the event of an emergency that requires immediate expenditure the President (followed by the First Vice President then the Second Vice President if the President is not available) may authorize emergency expenditures no greater than $250.
Section 2 – Unauthorized Obligations
No member of the Board of Directors or any other person authorized to act on behalf of AMR shall incur any obligation or indebtedness in the name of AMR which is not for the general benefit of the entire membership of AMR, nor shall the Board of Directors approve the incurring of any such obligation or indebtedness.
Section 3 – Personal Liability for Unauthorized Obligation
The incurring of any obligation or indebtedness in the name of AMR by any AMR member in contravention of these Bylaws shall be an ultra vires act. The person or persons responsible for such act or acts shall be personally liable, individually, and collectively, to AMR in an amount equal to the obligations or indebtedness which AMR may be required to pay.
Section 4 – Conflict of Interest
Members of the Board of Directors shall not engage in any transaction that could create a conflict of interest with AMR. Members of the Board of Directors shall disclose to the Board of Directors any potential conflicts between their personal interests and AMR. Members of the Board of Directors shall not vote on any matter in which they have a material financial interest or conflict of interest.
Section 5 – Financial Oversight
All Committee Chairs, Special Appointees and individual members of the Board of Directors shall prepare and submit annual budgets to the Treasurer, if applicable, for collective review and approval by the Board of Directors.
The Treasurer shall give a full and correct report on the financial status of AMR at each regularly scheduled meeting of the Board of Directors.
The Treasurer shall cause to be published in the AMR’s official publication a full and correct report semi-annually on the financial status of AMR.
The Treasurer shall submit AMR’s financial records to an independent certified public accountant, at AMR’s expense at the close of the fiscal year, for audit as directed by the Board of Directors.
ARTICLE XII: MEETINGS
Section 1 – Board of Director Meetings
Meetings of the Board of Directors may be called at any time, but at least nine (9) annually by the President or by three (3) members of the Board of Directors. Each member of the Board of Directors shall be notified of such meeting at least seven (7) days prior to the time set for the meeting. A simple majority of the Board of Directors is required to pass a voting issue, unless otherwise specified in the Bylaws.
All items requiring a vote of the Board of Directors must be submitted to the members of the Board of Directors for review no later than the Saturday prior to the meeting; otherwise, the vote may be postponed until the members of the Board of Directors have sufficient time to review the details.
Meetings of the Board of Directors are open to all AMR members in good standing. Board of Directors meeting times and locations will be announced on the official publication and/or website. The Board of Directors may, with a minimum 24-hour e-mail notice to the membership, convene such other meetings as they consider desirable, and any action taken there shall have the same effect as if taken at a regular meeting.
From time to time the Board of Directors may have a closed meeting when declared closed by a 75% vote of the Board of Directors.
Meeting attendance may be in person or electronically.
Section 2 – Club General Membership Meetings
Meetings of the members shall be at such time and place as designated by the Board of Directors. Due notice of any AMR Member Meetings shall be given by publishing in the official publication, on the AMR website or via other electronic notice that reaches the entire membership. An annual general membership meeting shall be held as required for the purpose of considering reports of the affairs of AMR and the transaction of such business as may properly be brought before the membership. Attendance may be in person or electronically.
Section 3 – Special Meetings
Special meetings of the members may be called by the President, by a majority of the Board of Directors, or by a petition signed by five (5) percent of the voting members. Due notice shall be given stating the date, time, place, and purpose of any such meeting at least ten (10) days before such meeting.
A quorum at any special meeting of the members shall consist of ten (10) percent of the voting members, or ten (10) voting members, whichever is larger.
Voting – At all meetings of the members, each Active member or Family-active member in good standing shall be entitled to one vote on any matter which may be properly brought before the membership. Such vote may be via voice or by written ballot.
Section 4 – Conduct of Meetings
The President, or in his/her absence the First Vice President, then Second Vice President, then Secretary shall preside at all General Membership or Special meetings and will manage the agenda, discussion, and voting.
Guests – Guests shall be permitted at all meetings unless a closed meeting is declared by a majority vote.
ARTICLE XIII – OFFICIAL PUBLICATION
AMR will publish an official electronic and/or printed publication to announce upcoming events, official notifications, stories about activities, etc. Electronic publication may include periodic announcements on the website.
ARTICLE XIV: AMENDMENT OF BYLAWS
Section 1 – Review
Bylaws will be reviewed annually by the Board of Directors in January.
Section 2 – Amendment of Bylaws
Proposed amendments to these Bylaws may be considered upon either recommendation by a majority of the Board of Directors or by written petition signed by at least ten (10) active or family-active members in good standing. The proposal shall be accompanied by a written explanation of the nature and the need for such amendment. The Secretary shall prepare the suggested amendment(s) in such a manner as appropriate for incorporation in these Bylaws.
Section 3 – Approval of Proposed Amendments
The proposed amendment(s) shall be printed in the official publication of AMR or on the AMR’s website within sixty (60) days thereafter, together with an explanation of the proposed amendment(s) and the voting process.
Section 4 – Ballots
Voting upon amendment(s) to the Bylaws shall be by ballot. Ballots will include space for providing the signature of each Active member and Family-active member voting, their unique membership number, and their email address. Ballots cast in accordance with procedures outlined under Article IX, Section 4 shall be valid, and all other ballots and ballots with missing information shall be invalid.
Amendment(s) to these Bylaws shall be approved by a majority of the votes cast by the voting membership. Ballots from a 10-percent quorum of the voting membership must be received if the amendment is to be passed. Members can vote by mail or electronically, subject to submission deadlines and directions communicated in the official publication of AMR or on the AMR website at the time of publication of the proposed amendment(s).
Section 5 – Tellers
The Secretary and one Active members or Family-active member appointed by the President shall open, count, and tally all ballots, and certify the results.
Section 6 – Notice of Vote or Referendum Results
The results shall be read into the minutes of the meeting and published in the next issue of the official publication of AMR or published on the AMR website within seven (7) days.
Exhibit A: Alpine Mountain Region Logo/Badge
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