East Coast Alliance
1. Name of the Association
a) The name of the Association is East Coast Alliance.
2. Definitions & Interpretation
a) “Act” means the Associations Incorporation Act 1964;
“Association” means the Association referred to in Rule 1;
“Auditor” means the annual auditor of accounts elected at each Annual General Meeting; such person being qualified in accordance with the requirements of the Associations Incorporation Act 1964;
“Board” means the Board of Management of the Association;
“Board Meeting” means a meeting of Board Members;
“Board Member” means those Members elected, or co-opted, onto the Board of Management;
“Circular Email Resolution” means an ordinary resolution conducted in writing by way of electronic communication.
“Commissioner” means the Commissioner for Corporate Affairs holding office under Section 4 of the Commissioner for Corporate Affairs Act 1980;
“Constitution” means this constitution;
“Electronic Communication” has the meaning given by section 5 of the Electronic Transactions Act 2000.
“Financial Year” shall run from 1 July in one year to 30 June in the following year;
“General Meeting” means a meeting to which all members are invited;
“Inaugural Board Members” means those Board members elected at the meeting on 20 May 2018 and holding office at the time of incorporation of the Association. Such members cease to be “Inaugural Board Members” on the date on which their initial term ends.
“Member” means a member accepted as such, and includes both individual members and Member Groups;
“Member Group” means an organisation accepted as a Member of the Association;
“President” means that Board Member elected as such;
“Public Officer” means a member of the Association appointed by the Association from time to time to perform the role of Public Officer as defined in Section 14 of the Associations Incorporation Act 1964.
“Rules” means this Constitution of the Association and any policies or bylaws adopted by the Association in accordance with this Constitution;
“Secretary” means the Board Member elected as such;
“Special Resolution” means a resolution as defined in Section 23 (Special resolutions) of the Associations Incorporation Act 1964.
“Treasurer” means the Board Member elected as such;
“Vice-President” means the Board Member elected as such.
b) In this Constitution:
i. If a word or phrase is defined, then its other grammatical forms have a corresponding meaning.
ii. The singular includes the plural and vice versa.
iii. The words ‘includes’ and ‘including’ are not words of limitation and do not restrict the interpretation of a word or phrase.
iv. A reference to a gender includes any gender.
v. A reference to a rule is a reference to a rule in this document, and a reference to a sub-rule is a reference to a sub-rule of the rule in which the reference occurs.
vi. A reference to a document, includes a variation or replacement of it.
vii. A reference to a statute includes its subordinate legislation and a modification or re-enactment of either.
viii. A reference to person, includes a reference to an individual, a body corporate, a trust, a partnership, a joint venture an unincorporated body or other entity, whether or not it is a separate legal entity.
ix. A reference to a thing is a reference to either the whole thing or a part of the thing.
x. Headings in this Constitution are used for convenience only and do not affect the interpretation of this Constitution.
3. Objectives of the Association
The East Coast Alliance is committed to fostering East Coast Tasmanian communities that demonstrate strong social inclusion, positive health and well-being, environmental stewardship and protection, and sustainable economic development that respects the irreplaceable social, cultural, environmental and economic characteristics of East Coast Tasmania.
To achieve these Objectives East Coast Alliance will:
i. advocate for sustainable planning and development initiatives that protect the values and characteristics of the township of Swansea and surrounds, including Cambria Estate and Dolphin Sands;
ii. engage with other groups and organisations working to protect the positive social, cultural, environmental and economic characteristics of East Coast Tasmanian communities;
iii. oppose inappropriate development proposals that threaten these characteristics, such as the Cambria Green proposal for Cambria Estate and Dolphin Sands;
iv. oppose development applications that do not conform to planning requirements and regional strategies;
v. make, and empower all community members to make, representations to Local, State and Commonwealth authorities, bodies, boards, councils and other entities and any non-Government entities for the promotion of the above Objectives of the Association; and
vi. carry out such other activities consistent with the Objectives, endorsed in accordance with the procedures set out in this Constitution.
The property and income of the Association shall be applied solely towards the promotion of the Objectives of the Association and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to Members, except in good faith in the promotion of those objects.
5. Powers of the Association
a) The powers conferred on the Association are exercised through the Board and, inclusive of those in the Act, are the following:
i. to do all things incidental or conducive to the attainment of the Objectives of the Association;
ii. to collect and raise funds by subscription or otherwise and to receive gifts of real or personal property for the purpose of the promotion of the Objectives of the Association;
iii. to effect such insurances as the Board may from time to time deem appropriate including, without derogating from the generality of the foregoing, insurances in relation to the property of the Association, public liability insurance and insurance of the nature of directors and Board Members insurance in respect of the Board Members; and
iv. to regulate who may be a Member.
6. Membership of the Association
a) Eligibility of Members
i. Membership of the Association is open to individuals and groups (whether incorporated or unincorporated) who share the Objectives of the Association;
ii. Any person wishing to become a Member shall apply to the Board in writing, and agree that they have read and understood the Constitution and have agreed to be bound thereby, including the obligations listed in Section 6(b);
iii. The Board shall consider each membership application at the next Board Meeting and shall at that Board Meeting and in its sole unfettered discretion accept or reject the membership application and notify the applicant as soon as possible thereafter;
iv. Upon admission as a Member that Member shall be:
a. entitled to exercise one vote in the affairs of the Association when voting is invited by the Board or otherwise required by this Constitution; and
b. entitled to all other rights and privileges of membership; and
c. be bound by the Member obligations set out in clause 6(b) below.
i. Members engaged in any Association activity are at all times to conduct themselves in a manner that brings respect to the Association and in accordance with the Constitution in force from time to time and any Rules, policies or by-laws adopted by the Board. Without limiting this obligation, Members must comply with:
a. Code of Conduct Policy
b. Social Media Policy
c. Meeting with Media and Government policy
d. Rules for public meetings
ii. The Association and Board Members, collectively or individually, shall accept no responsibility whatsoever for the safety of any Member or their invitees present or taking part in activity of the Association regardless of the cause of any accident or injury. The Personal safety of any Member, or invitees, shall be the sole responsibility of that person;
iii. All Members indemnify and agree to hold harmless the Association and its Board Members in respect of any event that may occur whilst any Member is participating in any of the activities of the Association including any event that may occur (to the extent that this can be the subject of indemnity) arising from the negligence of the Association or any Board Member and, without derogating from the foregoing, from whatsoever other cause and which event results in any damage to property or any injury or any loss being suffered by or occasioned to a member;
iv. It is the responsibility of each Member to provide the Secretary with details of all changes of status, including postal and email address.
7. Register of Members of Association
a) The Secretary shall keep and maintain a register of Members, containing, for each Member, name and address, email, and membership status.
b) The Association will ensure that this information is not available to non-Board Members, or members of the public, and that it is not used for any non-Association activity.
8. Membership Payment and Subscriptions
a) The Board shall, from time to time, determine the amount of the annual membership fee. The membership period to be aligned with the financial year, with renewal due on 1st July each year.
b) If a membership fee is to apply, each Member shall pay to the Treasurer a full or pro-rata fee at the time of joining the Association, or, if a renewal, before the 31st August, the amount of the subscription determined by the Members in accordance with Rule 8(a).
c) If a membership fee is to apply, a Member whose subscription renewal is not paid by the 31st August shall cease to be a Member. This does not prevent the lapsed Member from re-applying for membership in future.
d) If no membership fee applies, a person will continue to be a Member for the purposes of this Constitution until the Member provides written notice to the Secretary that they no longer wish to be a Member.
a) A Member who delivers notice in writing of their resignation from the Association to the Secretary ceases on receipt of that notice by the Secretary to be a Member.
a) The Board may, by simple majority, vote to expel a Member, because the Member:
i. has been declared insolvent; or
ii. has failed to observe this Constitution or any policy or by-law made hereunder or the Act; or
iii. has engaged in conduct, which in the opinion of the Board is likely to injure or discredit the Association and the Members thereof, or to undermine the Objectives of the Association.
b) A Member who is so expelled may issue a written notice of appeal with the Secretary within 14 days of receiving the notice of expulsion.
c) If no notice of appeal is issued, the Member shall cease to be a Member 14 days after the date of the Expulsion Notice.
d) If a Notice of Appeal is received by the Secretary within 14 days, the Secretary shall convene a General Meeting of the Association as soon as reasonable. Once a date for that General Meeting has been fixed the Secretary shall notify the Member who issued the notice (‘the Appellant’) of the time, date and place of that meeting and advise them that they will have the opportunity to be heard at that meeting and to make written representations before the meeting.
e) Any written representations received from the Appellant are to be circulated to all Members prior to the meeting.
f) At the meeting the Association shall, by majority decision of those present in person, including Board members and the Appellant, confirm or set aside the decision of the Board to expel the Member.
g) In the event of expulsion, the expelled Member shall not be entitled to any refund of any monies paid to the Association and shall have no further right of appeal under the Constitution.
h) Any expelled Member shall return to the Association any books, papers or other Association property in its possession within seven (7) days of the date of expulsion.
i) A Member shall automatically cease to be a Member of the Association immediately following a General Meeting at which a determination to expel the Member is made.
11. Board & Sub-Committees
a) Board of Management
i. The affairs of the Association shall be managed exclusively by the following Board of Management comprising:
D. Secretary; and
E. Two general members, to be elected from the membership.
ii. The Board may at any time and for any period co-opt other persons, whether a Member or not, to the Board. Co-opted members can participate in Board discussions but are not entitled to vote.
iii. The Board will appoint a Public Officer, who must be a Member, though not necessarily a Board Member. If the Public Officer ceases to be a Member, or resigns, during their term, then a replacement must be appointed according to the provisions in the Act;
iv. A Board Member’s “term” shall end on:
A. For Inaugural Board Members selected under sub-rule 11(a)(v)(A), the first annual general meeting held after incorporation of the Association (the “Inaugural AGM”);
B. For Inaugural Board Members not selected under sub-rule 11(a)(v)(A), the second annual general meeting held after incorporation of the Association;
C. For all elected Board Members other than Inaugural Board Members, the annual general meeting held two years after the annual general meeting at which the Board Member was elected;
D. For Board Members appointed to fill a casual vacancy, the annual general meeting at which the term of the Board Member they were appointed to replace was due to end.
For the purposes of this sub-rule, “Inaugural Board Members” cease to be “Inaugural Board Members” on the date on which their initial term ends but may subsequently nominate for election as regular Board Members.
v. To establish staggered elections, the election process at the Inaugural AGM shall be as follows:
A. At least 30 days prior to the meeting, the Public Officer shall conduct a random ballot to select three of the Inaugural Board Members, and shall notify those selected Inaugural Board Members that their position will be declared vacant at the upcoming annual general meeting;
B. Written notice of the positions to be declared vacant shall be given to all members of the Association at least 28 days prior to the meeting;
C. Subject to sub-rule (a)(vii), any member, including Inaugural Board Members currently in the positions declared vacant, is eligible for nomination for election to those positions;
D. All provisions of sub-rules 11(a)(vi) – (xiv) apply to the election at the Inaugural AGM.
To avoid any confusion, this process will not apply to any annual general meeting held following the Inaugural AGM. At all future annual general meetings, the positions declared vacant will be those of Board Members whose terms are due to end.
vi. Subject to sub-rule (vii):
A. A Board Member is eligible for re-election to the Board for a second and third term, but shall not hold office for more than three consecutive terms;
B. A former Board Member, having served three consecutive terms, will become eligible for re-election after a lapse of one year from the annual general meeting at which they ceased to be a Board member.
vii. A proposed Board Member is not eligible for election to the Board unless a Member has nominated them to stand for election and the nomination is accepted by the nominee and seconded by another Member;
viii. Anyone who is eligible to stand for election or re-election under this rule may, at the Annual General Meeting concerned, vote for themselves;
ix. Any member seeking to stand for election to the Board must give notice to the Secretary no fewer than twenty-one (21) days before the date of the Annual General Meeting;
x. The Secretary shall ensure that notice of all Members seeking to stand for election to the Board is given to all Members no fewer than fourteen (14) days before the date of the Annual General Meeting;
xi. If the number of persons standing for election to the Board does not exceed the number of vacancies to be filled, the Secretary shall report accordingly to the President who shall declare those persons to be duly elected to the Board at the Annual General Meeting concerned;
xii. If the number of nominees exceeds the vacancies for that position, a ballot will be held at the Annual General Meeting, in the manner determined by the Board;
xiii. The duties of the Board Members shall be those laid down in the Rules adopted by the Board from time to time;
xiv. The Board may make a determination by way of circular email resolution or in writing. All such decisions, with documentation, shall be noted, and Minuted, at the next Board Meeting.
i. The Board may from time to time:
a. Appoint sub-committees to carry out any special duties for or on behalf of the Association; or
b. Disband such sub-committees.
ii. Each sub-committee must include at least one Board Member, who may chair the sub-committee and shall report back to the Board;
iii. A sub-committee may include persons who are not Members if the Board or sub-committee determine that the non-Member has relevant expertise to contribute to sub-committee activities.
iv. Sub-committees shall have, and exercise, such powers and duties, as may be delegated by the Board.
v. Sub-committees shall be bound by the Code of Conduct Policy.
c) Other roles
The Board may from time to time appoint a person to undertake a particular role on behalf of the Association, such as a coordinator, campaign officer or publicity officer.
Any person appointed by the Board shall be engaged on terms determined by the Board and shall be responsible to the Board.
a) Subject to this rule, the President shall preside at all General Meetings and Board Meetings.
b) If the President is absent from a General Meeting or Board Meeting, the Vice-President shall preside at that meeting.
c) If the President and Vice-President are both absent from a Board Meeting, the Board Members present shall vote on the Board Member who shall preside at the meeting.
d) If the President and Vice-President are both absent from a General Meeting, the Member Groups present shall vote on the Board Member who shall preside at the meeting.
a) Unless otherwise delegated, the Secretary shall personally:
i. co-ordinate the correspondence of the Association;
ii. ensure that the Association is complying with the obligations under the Act in respect of:
a. the register of Members of the Association;
b. the Constitution and any other Rules of the Association; and
c. the record of the office holders of the Association;
iii. have custody of all books, documents, records and registers of the association, other than those required to be kept and maintained by, or in the custody of, the Treasurer;
iv. Keep the following records:
a. the correspondence of the Association;
b. Member register referred to in Rule 7;
c. accurate Minutes of all Board meetings and General Meetings; and
d. this Constitution and any other Rules, by-laws etc. adopted from time to time by the Board which shall be available for Members’ perusal.
a) The Treasurer shall:
i. be responsible for the receipt of moneys paid to or received by, or by them on behalf of, the Association and shall personally issue receipts for those moneys in the name of the Association;
ii. pay all moneys referred to in sub-rule 13(a)(i) into such account or accounts of the Association as the Board may from time to time direct;
iii. make payments from the funds of the Association as authorised by the Board and in so doing ensure that all payments are endorsed by the Treasurer and one (1) other Board Member;
iv. comply on behalf of the Association with the Act in respect of the accounting records of the Association, and with any obligations of the Australian Charities and Not for Profits Commission;
v. where an audit is required by the Act, or a decision of the Board, prepare accounts for the appointed auditor;
vi. whenever directed to do so by the President, submit to the Board a report, balance sheet or financial statement in accordance with that direction;
vii. have custody of all securities, books and documents of a financial nature and accounting records of the Association; and
viii. perform such other duties as are imposed by this Constitution or any reasonable direction of the Board on the Treasurer.
15. Casual and Other Vacancies in Membership of Board
a) A casual vacancy occurs in the office of a Board Member, and that office becomes vacant, if the Board Member:
ii. resigns by notice in writing delivered to the Secretary; or
iii. is convicted of an offence under the Act; or
iv. is permanently incapacitated by mental or physical ill health; or
v. is declared bankrupt; or
vi. is absent without tendering an apology for more than:
a. three consecutive Board Meetings; or
b. any three Board Meetings in the same Financial Year, of which he or she received notice; or
vii. is expelled from the Association; or
viii. Ceases to be a Member of the Association for whatever reason.
b) When a casual vacancy occurs in the membership of the Board:
i. the Board may appoint a Member to fill that vacancy. Such Member shall have the same rights and obligations as if elected to membership of the Board at an Annual General Meeting; and
ii. a Board Member appointed under this sub-rule shall hold office until the next Annual General Meeting and be eligible to stand for election to membership of the Board at that next Annual General Meeting.
e) If for any reason other than a ‘Casual Vacancy’, the number of Board Members becomes fewer than six (6), the Board may appoint new Board Members on the same terms as if filling a casual vacancy.
f) Irrespective of how a Board Member is elected or appointed, the Board may expel that Member in accordance with Rule 10.
16. Proceedings of the Board
a) The Board shall meet for the dispatch of business at least four (4) times per year.
b) Subject to Rule 27 (Pecuniary interests), each Board Member, including the President, is entitled to one vote on any decision.
c) A question arising at a Board Meeting shall be decided by simple majority. In the event of a tied vote, the President is entitled to cast a deciding vote. The deciding vote shall be additional to the vote cast in accordance with clause 16(b).
d) At a Board Meeting, a quorum will be constituted by 4 members being present at the meeting.
e) If a quorum is not present at a Board Meeting, then the Meeting shall nevertheless continue.
f) Where resolutions have been circulated to Board Members in advance of a Board Meeting, written confirmation from a Board Member that they accept or reject the resolution will constitute a vote to that effect as if they had been present at the Board Meeting.
g) Subject to clause (f), proxy votes are not permitted at Board Meetings.
h) Subject to this Constitution, the procedure and order of business followed at a Board Meeting shall be determined by the Board Members present at the Board Meeting.
i) A Board Member having any direct or indirect pecuniary interest referred to in the Act shall comply with the Rule 27 and with the Act.
j) The Board may refer any matter to the next General Meeting for decision by the Members.
17. General Meetings
a) The Board:
i. may at any time convene a General Meeting, and must convene at least one (1) Annual General Meeting each year;
ii. shall, within fourteen (14) days of:
a. receiving a request in writing to do so from not fewer than ten Members, call a Special General Meeting for the purpose specified in that request; or
b. receiving a notice under sub-rule 10(c), call a Special General Meeting for the purpose of dealing with the appeal to which that notice relates.
b) The Members making a request referred to in sub-rule 17(a)(ii) shall:
i. state in that request the purpose for which the Special General Meeting concerned is required; and
ii. sign that request.
c) When a requested Special General Meeting is convened the Board shall ensure that the Members calling the Special General Meeting are provided proof that the Notice of Meeting has been sent to all Members; and
d) If a Special General Meeting is not called within 14 days of receiving the notice in sub-rule 17(a)(ii)(A) the Members who made the request concerned may themselves call a Special General Meeting as if they were the Board. and
e) The Secretary shall give all Members not fewer than fourteen (14) days’ notice of a General Meeting.
f) The Secretary may give a notice by:
i. Serving it on each Member personally; or
ii. Sending it by post or electronic means to each Member.
g) When a notice is sent by post, or electronic communication, sending of the notice shall be deemed to be properly effected if the notice is sufficiently addressed to the nominated representative of the Member recorded in the register of Members and sent by ordinary prepaid mail, or by email.
h) A notice given under sub-rule 17(e) shall specify:
i. When and where the General Meeting concerned is to be held; and
ii. Particulars of the business to be transacted at the General Meeting concerned and of the order in which that business is to be transacted; and
iii. Any resolutions proposed to be passed at the General Meeting.
i) The Board is bound by any motion passed by a Special General Meeting
j) In the case of an Annual General Meeting, the order in which business is to be transacted is:
ii. Confirmation of Minutes of last previous Annual General Meeting and of any intervening General Meetings if not previously confirmed;
iii. Statistical report of membership and attendances;
iv. President’s Report;
v. Treasurer’s Report and Statement of Accounts;
vi. Appointment of Auditor, if required;
vii. Sub-committee and other reports;
viii. Election of the Board Members;
ix. Business of which notice has been given;
x. Any other business.
k) The Annual General Meeting shall be held within three months of the end of the financial year.
l) Proxy votes on behalf of absent Members are not allowed at any General Meetings.
m) Any Annual General Meeting may, on the recommendation of the Board of Management, elect a Patron.
18. Quorum in Proceedings at General Meetings
a) At a General Meeting eight (8) Members present in person shall constitute a quorum.
b) If within 30 minutes after the time specified for the holding of a General Meeting, there is no quorum, the General Meeting lapses.
c) The chair of the meeting may, with the consent of a General Meeting at which a quorum is present, adjourn that General Meeting from time to time and from place to place.
d) At a General Meeting, a resolution put to the vote shall be decided by a simple majority of votes cast by eligible Members on a show of hands.
e) A declaration by the chair at a General Meeting that a resolution has been passed shall be evidence of that fact unless a poll is immediately demanded.
f) At a General Meeting, a poll may be demanded by the chair or by three or more Members present in person and, if so demanded, shall be taken in such a manner as the chair directs.
g) If a poll is demanded and taken, a declaration by the chair of the results of the poll is evidence of the matter so declared.
19. Minutes of Meetings of Association
a) The Secretary shall take proper minutes of all proceedings of all General Meetings and Board Meetings. These minutes are to be approved at the next General Meeting or Board Meeting, as appropriate, and when approved, inserted in a minute book kept for that purpose.
b) The President shall ensure that the minutes taken of a General Meeting or Board Meeting are checked and signed as correct by the chair of the General Meeting or Board Meeting to which those minutes relate at the next General Meeting or Board Meeting, as the case requires.
c) When minutes have been entered and signed as correct under this rule, they shall, until the contrary is proved, be evidence that:
i. The General Meeting or Board Meeting to which they relate was duly convened and held;
ii. All proceedings recorded as having taken place at the meeting did in fact take place thereat; and
iii. All appointments or elections purporting to have been made at the meeting have been validly made.
20. Voting Rights
a) Subject to this Constitution, an individual Member present in person at a General Meeting is entitled to one vote.
b) A Member Group is entitled to one vote, irrespective of how many members of that group are present at the Meeting.
c) Where Members of a Member Group disagree regarding a vote, the vote shall be that cast by the representative nominated in the register of Members.
d) In the event that the nominated representative is not present at a General Meeting, if members of a Member Group cannot agree on a vote, that Member Group will be recorded as abstaining from the vote.
21. Rules of the Association
a) The Association may alter or rescind this Constitution, or make Rules additional to this Constitution, by Special Resolution at a General Meeting.
b) This Constitution binds every Member and the Association to the same extent as if every Member and the Association had signed and sealed this Constitution and agreed to be bound by all their provisions. All Members and aspiring Members are deemed to have read, understood and be bound by the Rules as amended from time to time.
22. Seal of the Association
a) The Association shall have a common seal on which its corporate name shall appear in legible characters.
b) The Seal of the Association shall not be used without the express authority of the Board and every use of that common seal shall be recorded in the Association’s minute book.
c) The affixing of the Seal of the Association shall be witnessed by any two of the Board Members of whom one shall be the President or Vice-President.
d) The Seal of the Association shall be kept in the custody of the Secretary or of such other person as the Board from time to time decides.
e) All deeds, instruments or other documents required to be executed by the Association or for or on behalf of the Association shall be executed by the common seal of the Association being affixed thereto in the manner prescribed by sub-rule 22(c).
23. Inspection of documents
A person may inspect the documents kept by the Commissioner, in accordance with Section 29 (Inspection of documents) of the Associations Incorporation Act 1964.
24. Electronic Communications
Any act, matter or thing that under this Constitution must be done in writing may be done by way of electronic communication and is deemed to satisfy this Constitution if done by way of electronic communication.
25. Responsibility of Board Members
Board Members of the Association who, upon authority of the Association, accept or incur any financial or other obligations on behalf of the Association are hereby indemnified by the Association against any personal loss in respect thereof.
26. Construction of Rules
No resolution of a Board Meeting or a General Meeting shall be declared invalid upon the grounds that the notice of such meeting may have not been posted to or been received by any Member, so long as the failure to post any such notice shall have been due to accident or mischance and the Board and Secretary shall have acted in good faith in complying with this Constitution.
27. Pecuniary Interests
Any Member who may have a pecuniary interest on any matter before the Association shall so declare such interest and the nature of such interests. This declaration shall be entered in the minutes and the Member declaring such interest shall not vote or debate on that matter and shall leave the room while that matter is debated.
28. Distribution of surplus property on winding up of Association
If, upon the winding up or dissolution of the Association, there remains after satisfaction of all its debts and liabilities any property whatsoever, the same must not be paid to or distributed among the Members, or former Members. The surplus property must be given or transferred to another association incorporated under the Act which has similar Objectives, and which is not carried out for the purposes of profit or gain to its individual Members, and which association shall be determined by resolution of the Members present at the General Meeting where the winding up is being conducted.
I, Anne Held, President, being duly authorised thereto, hereby certify that this page and the preceding seventeen (17) pages are a true copy of the Constitution of the Association as approved on 20/05/2018.