Bylaws
BYLAWS OF FRIENDS OF FRANKLIN AVENUE SCHOOL, INC.
(a California nonprofit public benefit corporation)
ARTICLE I Organization
The name of this corporation is Friends of Franklin Avenue School, Inc. (also referred as Friends of Franklin or FOF).
Section 2. Purposes.
The purposes for which this corporation is formed are:
(a) To support the educational program of Franklin Avenue School (the "School") by providing personnel, equipment, technology, supplies, books and other learning materials which might not otherwise be available to the School;
(b) Fostering relationships among the school, parents, teachers and community;
(c) To have and exercise all rights and powers from time to time granted to nonprofit corporations by law in a manner determined from time to time by the Board of Directors of this corporation; and
(d) To carry on fund-raising activities in furtherance of the purposes set forth in paragraphs (a) (b) and (c) above.
No substantial part of the activities of this corporation shall consist of lobbying or propaganda, or otherwise attempting to influence legislation, except as provided in section 501(h) of the Internal Revenue Code of 1986, and this corporation shall not participate in or intervene in (including publishing or distributing statements) any political campaign on behalf of or in opposition to any candidate for public office.
Section 3. Organization.
No dividends shall be declared or paid to any private person or individual, nor shall any private person or individual upon the dissolution of the corporation for any reason be entitled to receive a distributive or other share of the assets then owned or held by the corporation, it being expressly understood that this corporation is not formed for profit and is a corporation which does not contemplate pecuniary gain, profit or dividends to any private person or individual, and is a corporation organized and operated exclusively as a nonprofit public benefit corporation, no part of the net earnings of which shall inure to the benefit of any private person or individual. Upon dissolution of this corporation, all of its business, properties and assets shall go and be set over to and used for the objects and purposes set forth in Article I, Section 2 of these Bylaws.
Section 4. Principal Office.
The principal office of the corporation is hereby initially fixed and located at 1910 N. Commonwealth Avenue, Los Angeles, California 90027. The Board of Directors is hereby granted full power and authority to change said principal office from one location to another in the City of Los Angeles. Any such change shall be noted by the Secretary opposite this Section, but shall not be considered an amendment of these Bylaws. Other business offices may at any time be established by the Board of Directors at any place or places where the corporation is qualified to do business.
ARTICLE II Members
This corporation considers its members to consist of Franklin Avenue Elementary School parents, guardians, faculty, administration, staff, volunteers, and interested community stakeholders (hereafter “Members”). Members shall not be assessed a membership fee. Members shall retain the legal right to elect a Board of Directors as outlined in Article IV of these Bylaws. All other rights given to members by law shall be exercised by the Directors of this corporation, without exception.
Section 1. Powers.
(a) General Powers.
ARTICLE III Board of Directors
Subject to the limitations of the Articles of Incorporation, the Bylaws and the laws of the State of California, all corporate powers shall be exercised by or under authority of, and the business and affairs of this corporation shall be controlled by, the Board of Directors.
(b) Specific Powers.
Without prejudice to its general powers, and subject to the same limitations, the Directors shall: (i) Review and approve the annual operating budget of the organization.
(ii) Review and approve each purchase, lease, or other expenditure with an expense or cost that exceeds the approved annual operating budget of the organization.
(iii) Review and approve all contracts or other arrangements for personal services to be rendered at the School or for equipment, supplies, technology, books or other materials to be delivered to the School which are provided or acquired by FOF;
(iv) Review and approve all fund-raising literature, materials and activities of the corporation except as specifically delegated to committees from time to time;
(v) Set overall policy and engage in long-range planning for the corporation;(vi) Review and approve financial and other reports of the corporation;
(vii) Communicate FOF and Franklin Avenue Elementary School events, activities, or any other information by way of the web site, direct e-mails, the FOF bulletin board, school signage, or any method deemed acceptable by the Directors, and;
(viii) Establish from time to time, dissolve, and appoint the members of all committees of the corporation and delegate such powers to such committees as the Board of Directors deems advisable and are permitted to be so delegated by law
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(ix) Ensure the proper and orderly succession of power from Vice President to President in order to maintain the stability of the organization for future generations.
(x) Review and approve all FOF endorsements of products and services.
(xi) Review and approve all letters of requests to which FOF adds their signature.
ARTICLE IV
Elections and Removal of Directors
Section 1. Number of Directors.
The authorized number of Directors of the corporation shall consist of at least seven (7) but not more than fifteen (15) directors until changed by amendment to these bylaws. The exact number of directors shall be fixed, within those limits, by a resolution adopted by the board of directors.
Section 2. Restriction on Interested Directors.
No more than 33 percent of the persons serving on the board may be interested persons. An interested person is (a) any person compensated by the corporation for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; and (b) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in- law, daughter-in-law, mother-in-law, or father-in-law of such person. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the corporation.
Section 3. Election of Directors
Directors are elected annually by the Members present at the April or May meeting of the Board of Directors. The voting shall be conducted by the current President of FOF and the current Principal of Franklin Avenue Elementary School. The President shall not cast a vote in the election of Directors, except in the case of a tie.
Section 4. Term of Office.
Per LAUSD guidelines, the term of office of a Director shall be one (1) year. New Directors shall assume office on the last day of the school year or June 1 , whichever comes first. A Director who is elected to fill a vacancy shall assume office immediately and shall serve for the unexpired term of the Director being replaced. There is no limit on the number of terms a Director may serve.
Section 5. Vacancies on Board.(a) Events Causing Vacancy. A vacancy or vacancies on the board shall exist on the occurrence of the following:
(i) the death or resignation of any director;
(ii) the declaration by resolution of the board of a vacancy in the office of a director who has been declared of unsound mind by an order of court, convicted of a felony, or found by final order or judgment of any court to have breached a duty
3. under Article 3 of Chapter 2 of the California Nonprofit Public Benefit Corporation Law;
(iii) the increase of the authorized number of directors; or
(iv) the removal of a Director pursuant to Section 6 below.
(b) Resignations. Except as provided below, any director may resign by giving written notice to the president or the secretary of the board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a director's resignation is effective at a later time, the board may elect a successor to take office as of the date when the resignation becomes effective. Except on notice to the Attorney General of California, no director may resign if the corporation would be left without a duly elected director or directors.
(c) Filling Vacancies. Vacancies on the Board may be filled by a vote of the majority of the directors then in office, or by a sole remaining director. The person who fills the vacancy shall serve until the end of that departing Director’s term.
(d) No Vacancy On Reduction of Number of Directors. No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.
Section 6. Removal of Directors
Any member of the Board of Directors of this corporation may be removed from office by the affirmative vote of two-thirds of the Directors of the corporation, with or without cause, after providing notice pursuant to Article V Section 6, and the opportunity to be heard.
Section 7. Suspension of Directors
Any member of the Board of Directors of this corporation may be suspended for a period of 30 days by the affirmative vote of one-half of the Directors of the corporation, with or without cause, after providing notice pursuant to Article V Section 7, and the opportunity to be heard.
Section 8. Forfeiture of Directorship.
Any member of the Board of Directors of this corporation may be held to have forfeited his or her office if any of the following expectations are not met:
(a) Attendance at a minimum of 8 of regularly scheduled board meetings.
(b) Chair or Co-Chair at least one event or committee, or hold one FOF Executive Board position per year (President, Vice President, Secretary, Treasurer, Communications Director).
(c) Respond to any FOF e-mail communications that require a response within 48 hours of receipt.
(d) Sign-up for at least one volunteer shift at least one FOF-sponsored event.
(e) Represent Friends of Franklin by being a visible member of the Franklin Community at morning drop-offs, afternoon pickups, school functions, per availability.
(f) Represent Friends of Franklin with an attitude of friendliness, helpfulness, and inclusivity on and off campus.
(g) Acts or expressions of racism, sexism, homophobia, transphobia, ageism, ableism, classism, or religious prejudice by a Director will not be tolerated.
Directors who are held to have forfeited their office due to failure to meet any of the above expectations may be removed from office by the affirmative vote of two-thirds of the Directors of the corporation, after providing notice pursuant to Article V Section 6, and the opportunity to be heard.
Section 9. Restriction on Composition of Board.
At least 66% of the Directors at any time shall be parents or legal guardians who had at least one child attending the School during their then-current term of office. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the corporation.
Section 10. Statement on Diversity of Composition of Board.
The Board of Directors should reflect the diverse makeup of the Franklin Avenue Elementary School community. It is recommended that no less than 30% of the Directors are from an ethnic, cultural or socio-economically diverse population. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the corporation.
ARTICLE V
Meetings of the Board of Directors
Section 1. Place of Meeting.
Regular meetings of the Board of Directors shall be held at any place designated from time to time by resolution of the Board of Directors. In the absence of such designation, such meetings shall be held at the principal executive office of the corporation. Special meetings shall be held at any place designated by resolution of the members of the Board of Directors.
Section 2. Regular Meetings.
The Board of Directors shall meet monthly at least ten times a year at a time and place designated by the Board of Directors, without call, at the principal executive office of the corporation, or any other place within or without the State of California which has been designated from time to time by the Board of Directors. Unless the Board specifically decides otherwise, there shall be no meeting in June or in July. The date and time of such meetings may be changed based on necessity with the approval of the majority of the Board.
Section 3. Special Meetings.
Special meetings of the Board of Directors for any purpose or purposes shall be called at any time by the President, Vice-President, Secretary, or Treasurer, or by any two (2) Directors.
Section 4. Notice.
(a) Manner of Giving Notice. Notice of the time and place of special meetings shall be given to each director by one of the following methods: (a) by personal delivery of written notice; (b) by first-class mail, postage prepaid; (c) by telephone, either directly to the director or to a person at the director's office who would reasonably be expected to communicate that notice promptly to the director; or (d) e-mail transmission. All such notices shall be given or sent to the director's address, telephone number, or email address as shown on the records of the corporation.
(b) Time Requirements – Annulled by Amendment.
(c) Notice Contents. The notice shall state the time of the meeting, and the place if the place is other than the principal office of the corporation. It need not specify the purpose of the meeting.
Section 5. Meetings by Telephone or Videoconference.
Any meeting, whether a regular or special meeting, may be held by conference telephone, videoconference, or similar communication equipment, as long as all directors participating in the meeting can hear one another. All such directors shall be deemed to be present in person at such meetings.
Section 6. Action By Unanimous Consent.
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board of Directors shall individually or collectively consent in writing, to such action. Such consent or consents shall be filed with the minutes of the proceedings of the Board of Directors and shall have the same force and effect as a unanimous vote of such Directors.
Section 7. Action at a Meeting; Quorum and Required Vote.
Presence of a majority of the Directors at a meeting of the Board of Directors constitutes a quorum for the transaction of business, except as hereinafter provided. Members of the Board of Directors may participate in a meeting through use of a conference telephone or similar communications equipment so long as all members participating in such meeting can hear one another. Participation in a meeting as permitted in the preceding sentence constitutes presence in person at such meeting. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number, or the same number after disqualifying one or more Directors from voting, is required by law, by the Articles of Incorporation, or by these Bylaws. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors, provided that any action taken is approved by at least a majority of the required quorum for such meeting. Absentee votes are allowed by proxy, so long as said proxy is a current Director of the corporation.
Section 8. Mandatory Votes.
Any member of the Executive Committee may call Directors for a mandatory vote with 48 hours notice. Mandatory votes may be called for, but will not be limited to, Removal of Director or significant expenditures outside of the approved budget. If a Director fails to respond to a mandatory vote they, will be considered removed from the voting body of the board for that vote only.
Section 9. Adjournment.
A quorum of the Directors may adjourn any Directors meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum, a majority of the Directors present at any Directors' meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board. If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of adjournment. Otherwise, notice of the time and place of holding of adjourned meetings need not be given to absent Directors if the time and place be fixed at the meeting adjourned.
Section 10. Fees and Compensation.
Directors shall not receive any stated salary for their services as Directors; provided, however, that Directors' may be reimbursed, as authorized by the Board of Directors, for any expenses actually incurred in connection with the performance of their duties as Directors. Nothing contained in this section shall be construed to preclude any Director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation therefor, unless a majority of the Board of Directors considers the specific service performed to be a Highly Compensated Project. If a Director is considered for a Highly Compensated Project, the Board of Directors is required to solicit at least one additional quote for the project.
ARTICLE VI Officers
Section 1. Officers.
The officers of the corporation shall be a President, a Vice-President, a Secretary, a Treasurer, and a Communications Director, all of whom must be elected members of the Board of Directors (hereafter “Officers”). The Principal of the school shall be a non-voting Officer of the corporation, not subject to Article VI of these Bylaws. The removal of a Director removes his or her eligibility as an Officer of the Board. The resignation of a Director from an Officer position does not prevent that person from continuing to serve as a Director for the balance of the term.
Section 1A. Eligibility
Directors of the Board must serve for at least one year before running for an Officer position. There is no limit on the number of terms an Officer may serve.
Section 2. Election.
The Officers of the corporation shall be chosen annually by the incoming Board of Directors, in a
thspecial election to be held in person or electronically before June 15 . The election is presided over
by the outgoing President (if applicable) and the Principal, neither of whom cast a vote. At any regular or special meeting of the Board of Directors, the Board of Directors may fill a vacancy in any office caused by the death, resignation, removal or disqualification of any officer or by any other cause. After the election, the new Officers of the corporation shall assume office on the last day of the school year or June 15 , whichever comes first. An officer elected to fill a vacancy shall assume office immediately and shall serve for the unexpired term of the officer being replaced, in accordance with the Bylaws.
Section 3. Removal and Resignation of Officers.
Any officer may be removed, either with or without cause, by the Board of Directors by a two- thirds vote, at any regular or special meeting thereof after providing notice pursuant to Article V section 6 and the opportunity to be heard. Any officer may resign at any time by giving written notice to the President or to the Secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later date specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 4. President.
The President shall be the chief executive officer of the corporation. The President, subject to the control of the Board of Directors, shall have general supervision, direction and control of the business and affairs of the corporation. The President shall have the general powers and duties of management usually vested in the office of the president of a corporation and shall preside at all meetings of the Board of Directors at which he or she is present. The President shall have the necessary authority and responsibility to operate the corporation and all of its activities and departments, subject only to such policies as may be issued by the Board of Directors or any of its committees to which it has delegated powers for such action. The President shall act as a duly authorized representative of the Board of Directors in all matters in which the Board of Directors has not formally designated some other person to act.
Section 5. Vice President.
The Vice President shall serve as the President-in-Training of the organization. The role of the Vice President is to learn the duties and responsibilities of the President of Friends of Franklin. It is expected that the Vice President will become the President of Friends of Franklin, and it is the Board of Directors’ responsibility, under Article III, Section 1, Paragraph b, Sub-paragraph ix of these Bylaws, to ensure the proper and orderly transition of power. Additionally, in the absence or disability of the sitting President, the Vice President shall perform all of the duties of the President, and when so acting shall have all of the powers of, and be subject to all of the restrictions upon, the President.
Section 6. Secretary.
The Secretary shall record or cause to be recorded and shall keep or cause to be kept, at the principal executive office or such other place as the Board of Directors may order, a Book of Minutes of actions taken at all meetings of the Directors, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, and the names of those present at all meetings of the Board of Directors. The Secretary shall give, or cause to be given, notice of all the meetings of the Board of Directors required by the Bylaws or by law to be given, shall keep the seal of the corporation and articles of incorporation in safe custody, and shall have such other powers to perform such other duties as may be prescribed by the Board of Directors or by the Bylaws.
Section 7. Treasurer.
The Treasurer shall be the Chief Financial Officers. There shall be a minimum of one Treasurer at all times. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. The Treasurer shall submit orally a statement of accounts at each regular meeting of the Board of Directors and shall make such reports as the Board of Directors may require, and shall make an annual report to the Board of Directors. The Treasurer shall submit a written statement of accounts to be appended to the monthly minutes and kept in the Corporate Book. The Treasurer shall cause to be deposited or shall cause to be disbursed in accordance with procedures approved by the Board of Directors all monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors. The Treasurer shall disburse funds of the corporation as may be ordered by the Board of Directors, shall render to the President and the Board of Directors, whenever they request, an account of all transactions as Treasurer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.
Section 8. Director of Communications.
The Director of Communications shall serve as the liaison between Friends of Franklin and the Franklin Avenue Elementary School and wider Los Feliz community. The Director of Communications shall be responsible for updating and maintaining, or causing to be updated and maintained: the Franklin Avenue Elementary School website; FOF social media accounts; weekly Fox Facts email; and news releases to the broader community when needed. The Director of Communications will be responsible for coordinating all communications from FOF to the following: room parents (via room parent coordinator), Franklin Avenue Elementary School employees (via teacher’s bulletin), parents and Los Feliz residents (via Fox Facts).
ARTICLE VII Committees
Section 1. Committees.
Except as limited by Section 7 of this Article, the Board of Directors may create standing or ad hoc committees for any purposes and delegate to such committees any of the powers and authorities of the Board of Directors. Such committees shall at all times be subject to the control of the Board of Directors. The Chair and members of each standing and special committee shall be selected by the President with the approval of the Board of Directors, and may be removed by majority vote of the Directors then in office.
Section 2. Term of Office.
The Chair and each member of each standing committee shall serve until the next annual election of members of the Board of Directors and until his or her successor is appointed or until such committee is sooner terminated, or until such person is removed, resigns, or otherwise ceases to qualify as a Chair or member, as the case may be, of the committee. Chairs and members of special committees shall serve for the life of the committee unless they are removed, resign or cease to qualify as a Chair or member, as the case may be, of such committee.
Section 3. Vacancies.
Vacancies on any committee may be filled for the unexpired portion of the term in the same manner as provided in the case of original appointment.
Section 4. Meetings - Quorum.
Each committee shall meet as often as necessary to perform its duties, at such times and places as directed by its Chairman, by the President or by the Board of Directors. A majority of the members of a committee shall constitute a quorum of such committee and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. Each committee shall keep accurate minutes of its meetings, the Chairman designating a secretary of the committee for this purpose, and shall make periodic reports and recommendations to the Board of Directors.
Section 5. Expenditures.
Any expenditure of corporation funds by a committee that exceeds the committee’s approved budget shall require prior approval of the Board of Directors.
Section 6. Limitation on Delegation.
In accordance with the California Corporations Code, the Board of Directors may not delegate to any committee the following powers:
(a) The filling of vacancies on the Board of Directors or in any committee which has the authority of the Board of Directors.
(b) The fixing of compensation of the Directors for serving on the Board of Directors or on any committee.
(c) The amendment or repeal of Bylaws or the adoption of new Bylaws.
(d) The amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable.
(e) The appointment of committees of the Board of Directors or the members thereof.
(f) The approval of any self-dealing transaction except as provided by law.
ARTICLE VIII Indemnification and Insurance
To the full extent permitted by law and in the manner provided by law, the corporation may indemnify against liability and hold harmless any person who was or is a party to or is threatened to be a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a Director, officer, employee or agent of the corporation when serving in an official capacity on behalf of the corporation, or is or was serving at the request of the corporation as a member, director, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for-profit, partnership, joint venture, trust, or other enterprise. The foregoing rights of indemnification shall not be deemed to be exclusive of any other rights to which such person may be entitled under applicable law, and shall continue as to a person who has ceased to be a Director, officer, employee, or agent of the corporation and shall inure to the benefit of the estate, executors, administrators, heirs, legatees or devisees of any such person. The corporation may pay expenses, including attorneys' fees, incurred in defending any action, suit or proceeding referred to in this Article in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case and as permitted by law. The corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee, or agent of the corporation when serving in an official capacity on behalf of the corporation, or is or was serving at the request of the corporation as a member, director, officer, employee or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred in any such capacity, or arising out of such person's status as such, whether or not the corporation would be required or would have the power to indemnify such person against such liability under this Article or otherwise.
ARTICLE IX
Written Agreements, Personnel
All arrangements to provide personal services at the School shall be in the form of written agreements which shall clearly establish that such providers are not employees of the corporation. Equipment, supplies, books and other learning materials used by such providers shall be leased or purchased by written agreements or purchase orders so that there shall be a clear record of the obligations and expenditures of the corporation.
ARTICLE X Miscellaneous
Section 1. Inspection of Articles and Bylaws.
The corporation shall keep at its principal executive office in California, or if its principal executive office is not in California, then at its principal business office in California, the original or a copy of its Articles of Incorporation and Bylaws as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by any Director at all reasonable times during office hours.
Section 2. Checks, Drafts, Etc.
All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of the corporation, must be signed by any two persons who, from time to time, shall be determined by a resolution of the Board of Directors.
Section 3. Records.
The corporation shall keep adequate and correct books and records of accounts and shall keep minutes of the proceedings of the Board of Directors and the committees, if any, of the Board of Directors. Such minutes shall be in written form. Such other books and records shall be kept either in written form or in any other form capable of being converted into written form.
Section 4. Rules of Order.
Robert's Rules of Order shall be the parliamentary law of all proceedings of the Board of Directors and all committees.
Section 5. Conflict of Interest.
The corporation, through its Board of Directors, may promulgate from time to time a conflict of interest policy according to the current law then in effect to be adhered to by its officers and Directors.
ARTICLE XI Fiscal Year
The fiscal or business year of the corporation shall begin on the first day of August and shall end on the last day of July of each year.
ARTICLE XII Amendments
Section 1. Amendment by Directors.
New Bylaws may be adopted, or these Bylaws may be amended or repealed by the Board of Directors.
Section 2. Record of Amendments.
Any amendment or alteration in these Bylaws shall be forthwith filed with the original Bylaws of the corporation.
Section 3. Budget Accountability Act
Friends of Franklin shall pass an annual budget that accounts for all expected expenditures for the coming school year. Any additional expenditures that occur during the school year that are not included in the approved annual budget must be approved by a majority of the Board of Directors.
CERTIFICATE OF PRESIDENT
I, the undersigned, do hereby certify that I am the duly elected and acting Secretary of Friends of Franklin Avenue School, Inc., a California nonprofit public benefit corporation, and that the foregoing Bylaws, comprising twelve (12) Articles and twelve (12) pages, constitutes the Bylaws of said corporation as adopted by the Board of Directors on September 22, 2020.