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Redwood Empire Chapter
California Association of Marriage and Family Therapists
Article I - NAME
The name of this chapter of the California Association of Marriage and Family Therapists shall be Redwood Empire Chapter of the California Association of Marriage and Family Therapists.
Article II - AREAS SERVED
The geographic area served by this Chapter is Sonoma County.
Article III - OFFICE
The Board of Directors of this Chapter may select a principal office for the transaction of Chapter business within the geographic area served by the Chapter, or may from time to time designate different places within the geographic area served by the Chapter where Chapter business may be conducted.
Article IV- OBJECTIVE AND PURPOSES
The objective and purposes of this Chapter shall be to promote and maintain professional competence and integrity with knowledge, innovation, compassion, humor and respect for human dignity and diversity. We do this by providing opportunities for networking, education and community outreach. The Chapter may pursue such other objectives and purposes of its Members that are not in conflict with CAMFT’s Articles of Incorporation, By-laws or Ethical Standards for Marriage and Family Therapists.
Article V - MEMBERSHIP
QUALIFICATIONS AND CATEGORIES OF MEMBERSHIP
Only CAMFT Members in good standing shall be eligible for the Membership in this Chapter. Loss of Membership in CAMFT shall result in loss of Membership in this Chapter. Categories of Membership shall include Clinical (Licensed Marriage and Family Therapists), Pre-licensed (defined as Marriage and Family Therapist Trainees and Interns) and Associate Professional (other licensed Psychotherapists).
NON-TRANSFERABILITY OF MEMBERSHIP
No Chapter Member may transfer his/her Membership or any right arising there from. All rights as a Member of this Chapter shall cease upon the Member’s death.
Admission to Membership: Except as otherwise provided in these By-laws, Membership in any category shall be granted upon the acceptance of the Membership Committee pending verification of eligibility. All Chapter Members shall pay dues in accordance with the dues schedule of the Chapter and CAMFT and shall abide by the By-laws and the Ethical Standards of CAMFT.
Termination of Membership: Membership in the Chapter shall terminate upon the occurrence of any of the following: resignation, non-payment of dues, expulsion, suspension, or loss of eligibility.
Resignation: A Member may resign from Membership at any time by submitting in writing to the Chapter his or her resignation. The effective date of the resignation shall be when the Chapter receives the letter of resignation or as such later time as indicated in the letter.
Nonpayment of Dues: Anyone who is in default to the Chapter and/or CAMFT shall be dropped from Membership.
Expulsion or Suspension: Anyone who has been determined to have violated the ethical standards of CAMFT or has been expelled or suspended from the Membership in CAMFT shall also be expelled or suspended from Membership in this Chapter. Any Member to be expelled or suspended shall be entitled to at least fifteen (15) days prior Notice of the expulsion or suspension and the reasons therefore. Notice may be given by any method reasonably calculated to provide actual Notice. Any Notice provided by mail shall be given by registered mail sent to the last address of the Member as shown on the Chapter’s Records.
Loss of Eligibility: Any Member, regardless of category or classification, who is no longer eligible for such Membership due to a loss in the qualifications entitling such person to hold such Membership, including a Pre-licensed Member who has been licensed for ninety (90) days and has not transferred his/her Membership to Clinical Membership, may be dropped from Membership, provided a Notice is mailed to such Member at his/her address of record with the Chapter at least thirty (30) days prior to termination of Membership.
3. Reinstatement of Membership
After resignation or termination for Non-Payment of Dues: Anyone who has resigned his/her Membership from the Chapter or has terminated his/her Membership because of non-payment of dues may be reinstated to that Member’s former category of Membership provided that such person meets the criteria for that category of Membership to the Chapter, is currently a Member of CAMFT and has submitted a new application for Membership to the Chapter, accompanied by payment of appropriate dues and application fees.
After expulsion or suspension: Anyone who has been expelled from Membership in the Chapter for violation of the Ethical Standards of CAMFT may be reinstated when Membership within CAMFT is reinstated.
CERTIFICATES OF MEMBERSHIP
This Chapter may provide Certificates of Membership, signed by the President, to each applicant accepted into Membership of the Chapter upon receipt of the required dues or assessments to become a Chapter Member.
Article VI - MEETINGS OF MEMBERS
ANNUAL MEMBERSHIP MEETING
An Annual Meeting of all Members shall be held in January unless the Chapter Board of Directors fixes another date and notifies Members as provided in Section F of this Article.
FREQUENCY OF GENERAL MEETINGS
General Membership Meetings shall be regularly scheduled by the President in consultation with the Chapter Board of Directors. Special Meetings may be called by the President in consultation with the Chapter Board of Directors or shall be called upon the request of five percent or more of the voting Members.
PLACE OF MEETINGS
Meetings shall be held at a location within the area served by the Chapter.
A Quorum for any Meeting of the Members of the Chapter during which business is conducted shall be fifteen (15) percent of the Voting Members.
If the Quorum is present, the affirmative vote of the majority of the quorum on any matter shall qualify as the act of the Members.
RECESSED OR ADJOURNED MEETING
When a Meeting of the Members is recessed or adjourned to another time or place, the association may transact any business which may have been transacted at the original Meeting.
NOTICE OF MEETINGS
Notice of regularly scheduled General Meetings shall be made in writing to Members not less than ten (10) days prior to Meeting. Within this document written notice shall be defined as including electronic communication.
Written Notice of any Annual Meeting or Special Meeting of Members which occurs at a time other than a regularly scheduled General Meeting shall be given to each Member not less than ten (10), nor more than ninety (90), days prior to Meeting. When an Annual or Special Meeting is recessed or adjourned not more than fourteen (14) days, a Notice of the recessed or adjourned Meeting shall be given as if it were the original Meeting.
The Notice of the Meeting shall specify the place, date, and hour of the Meeting and (1) in the case of a Special Meeting, the General nature of the business to be transacted, and no other business may be transacted, or (2) in the case of the Annual Meeting or General Meeting, those matters which the Board of Directors, at the time of the Notice given, intends to present for action by the Members.
Notice of the Meeting shall be given either by postal or electronic mail addressed to each Member at the address given by the Member to the Chapter for purpose of Notice. It is the responsibility of each Member to keep their contact information current.
Article VII - BOARD OF DIRECTORS AND OFFICERS
The activities and affairs of this Chapter shall be conducted under the direction of the Board of Directors, all of whom shall be Members of the Chapter. Among other powers of the Board of Directors, the Board of Directors has the power to select and remove all agents, employees, and/or contractors of the Chapter, fix the compensation and secure faithful performance of the duties prescribed.
COMPOSITION OF BOARD
The Board of Directors shall consist of the elected officers including President, President-Elect, Past President, Secretary, Chief Financial Officer, and up to four (4) Directors at Large. One of the four Directors at Large may be elected by the Pre-licensed Membership of the Chapter. The Board of Directors shall not contain, at any one time, more than two (2) persons who are licensed Marriage, and Family Therapists and who also hold any other license which permits the practice of healthcare, whether mental or physical.
DUTIES OF OFFICERS
President: The President shall, subject to the control of the Board of Directors, generally supervise, direct, and control the business of the Chapter. He/she shall preside over all Meetings of the Chapter and all Meetings of the Board of Directors. He/she shall recommend to the Board of Directors for appointment standing committee chairpersons. He/she shall appoint standing Committee Members except as otherwise provided in these By-laws. The President will be an ex-officio Member of all committees, but shall have no right to vote when serving in an ex-officio capacity. He/she may have such other duties and powers as may be prescribed by the Board of Directors or in these By-laws. The President shall give, or cause to be given, Notice of all Meetings of the Members and of the Board of Directors as required by the By-laws.
President-Elect: The President-Elect shall succeed to the presidency. He/she shall, in the absence of the President or in the President’s inability to serve, perform the duties of the President. He/she shall perform those duties assigned to him/her by the President and/or Board of Directors.
Past-President: The President, upon completion of his/her term, will serve for one year as past-President of the Chapter. The Past-President will at times serve as a consultant to the Board and may be appointed to serve as a chairperson of a standing committee.
Secretary: The Secretary shall keep a Book of minutes for the proceedings of the Board and Committees of the Board, with the time and place of holding, whether General or Special, and, if Special, how authorized, the Notice given, the names of those present or represented at such Meetings, and the proceedings of such Meetings.
The Secretary shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the By-laws. In the event of the Secretary’s absence his/her duties may be performed by any other Member appointed by the President.
Chief Financial Officer: The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct Books and records of accounts of the properties and business transactions of the Chapter, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and any other matters customarily included in financial statements. The Books of account shall be open to inspection by any Board Member at all reasonable times.
The Chief Financial Officer shall deposit, or shall cause to be deposited, all money and other valuables in the name and to the credit of the Chapter with such depositories as may be designated by the Board of Directors; shall disperse, or cause to be dispersed, the funds of the Chapter as may be ordered by the Board of Directors; shall render at such regular Meetings of the Board, or at such other times as directed by the Board, an account of his/her transactions as Chief Financial Officer and of the financial condition of the Chapter; shall prepare or cause to be prepared a proposed Annual Budget to be presented to the Board of Directors prior to the Annual Membership Meeting; and shall have such other powers and shall perform such other duties as may be prescribed by the Board of Directors or the By-laws.
If required by the Board of Directors, the Chief Financial Officer shall give the Chapter a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of his/her office and for the restoration to the Chapter of all Books, papers, vouchers, money, and other property of every kind in his/her possession, or under his/her control upon death, resignation, retirement, or removal from office.
In the event that a vacancy occurs on the Board of Directors, other than the President, the Board of Directors shall elect, by a majority of the Directors in office, at the next regular Meeting, any eligible Member of the Chapter to fill the unexpired term.
REMOVAL OF OFFICERS AND BOARD MEMBERS
The Board of Directors , by a vote of not less than five (5) of its Members, shall have the authority to recommend, for approval by the Membership, removal from office for cause any one of its Members after having given that Member an opportunity to appear before the Board to answer the charges.
ORDER OF SUCCESSION
In the absence of the President from a Meeting over which he/she should preside or in the permanent absence of the President, the order of succession shall be: President-Elect, Secretary and Chief Financial Officer.
Number of Meetings: The Board of Directors shall meet at least eight (8) times during each fiscal year. Dates for these Meetings shall be established by the Board of Directors. Meetings of the Board of Directors shall be held at any location within the area served by the Chapter as designated from time to time by the Board.
Notice of Meetings: Meetings shall be held upon not less than ten (10) days written Notice.
Special Meetings: Special Meetings of the Board of Directors shall be called by the President upon written request of three (3) Board Members, which may include the President. Such Special Meetings shall be called within thirty (30) days of the receipt of the written request. Special Meetings of the Board shall be held upon at least four (4) days’ Notice by personal delivery or by telephone or electronic communication at the Director’s address as shown on the Records of the Chapter.
A majority of the number of Directors authorized in these By-laws shall constitute a Quorum of the Board for the transaction of business. Every act or decision made by a majority of the Directors present at a Meeting duly held at which a Quorum is present is an act of the Board, except when a greater or lesser number is required by applicable law or by these By-laws. A Meeting at which a Quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors.
No compensation shall be paid to any Member of the Board for performing the duties for which he/she was elected. Nothing in this section shall prevent Board Members from receiving reimbursement for expenses as may be determined by the resolution of the Board of Directors to be just and reasonable.
Voting Members: Voting rights shall be granted to all Clinical (Licensed Marriage and Family Therapists) and Pre-licensed (defined as Marriage and Family Therapist Trainees and Interns) Members.
Nominations: The Board of Directors shall appoint, upon recommendation of the President, a nominating committee consisting of a chair, who shall be a Member of the Board of Directors, and at least two (2) clinical Members of the Chapter, none of whom shall be eligible for nomination by the nominating committee. The nominating committee’s function is to nominate qualified Members and certify the eligibility of the candidates for election to the Board of Directors. The committee, in selecting its nominees, shall seek diversity of representation and shall take into account factors such as the geographical, ethnic, and gender composition of the Membership.
The nominating committee shall meet within the third calendar quarter of the year to propose a slate of candidates for the upcoming year. Names of nominees shall be announced in writing to voting Members at least forty-five (45) days prior to the Annual Meeting of the Membership.
The committee shall inform all nominees of the duties of the offices for which they have been nominated and secure their consent to serve.
Eligibility: No person shall be eligible for election unless he/she is a voting member of the Chapter.
Limitations: No person shall be placed on the ballot or appointed to the Board of Directors, if such person, in serving out his/her present elected or appointed term, will have served on the Board of Directors for six (6) consecutive years or more, whether by appointment or election. This provision shall be inapplicable to a person who is placed on the ballot for the office of President-Elect, President/Past President.
Election Procedures: Election of the Board of Directors will occur at or before the regular Meeting, prior to the Annual Meeting. The newly elected or appointed Board Members will assume office on January 1 of each year.
The nominating committee shall prepare a ballot consisting of the slate of nominees. The ballot may be presented for voting at the regular Meeting prior to the Annual Meeting or may be mailed by post or electronically to all voting Members of the Chapter at least twenty-five (25), but not more than thirty-five (35) days prior to the end of the fiscal year preceding the date for the newly elected Board Members to assume office.
The candidate receiving the largest number of votes in each position shall be elected. In the event of a tie, a run-off election shall be conducted by the President at the Annual Membership Meeting.
Rotation and Term of Office: A President-Elect shall be elected each year, who will serve for three (3) years: the first year as President-Elect, the second year as President, and the third year as Past-President.
A Secretary and a Chief Financial Officer shall be elected on alternate years, each to serve two (2) years.
Directors-at-Large shall be elected to serve two (2) years. Elections of the Directors-at-Large shall be staggered to avoid a 100% turnover of Directors at large in a given year. For example, if there are four Directors-at-large, it is preferable that the two positions are filled one year, then the other two the next. The one or two Directors-at-Large who may be elected by the Pre-licensed Membership shall not become ineligible to complete said term because of a change in Membership from Pre-licensed to Clinical Member.
There shall be no election for a President except at such time as the President-Elect shall decline or be unable to serve as President.
Article VIII - STANDING COMMITTEES
A. BY-LAWS COMMITTEE
The By-laws Committee shall consider the advisability of By-law amendments, hear or review all proposed amendments and make recommendations to the Board of Directors regarding amendments to the By-laws.
B. NOMINATING COMMITTEE
The Nominating Committee shall select qualified Members for election to the Board of Directors. They shall prepare a slate ballot of Members to be elected at the Meeting prior to the Annual Meeting and shall assist in the election procedures. The committee shall perform such other duties and tasks as described in Article VII, J.
C. FINANCE COMMITTEE
The Finance Committee shall evaluate the financial status of the Chapter and in conjunction with the Chief Financial Officer recommend to the Board of Directors changes in dues and assessments and make such other recommendations as may be necessary to provide income for the Chapter to carry out its activities.
The Membership Committee shall promote Membership in the Chapter and CAMFT and may from time to time publish a Directory of Chapter Members. The Membership committee will assist in verifying eligibility of prospective Members for the Membership in this Chapter.
The Membership Committee Chair shall keep, or cause to be kept, at the office of the Chapter, a record of Members, showing the names of all Members, their addresses, and the class of Membership held by each. The Membership Chair shall inform CAMFT of the names and addresses of all Chapter officers within thirty (30) days of their election or appointment.
Such other committees, subcommittees, commissions, or task forces may be created and appointed by the Board of Directors as in its judgment may be necessary. The duties and terms of any such Special Committees shall be prescribed by the Board of Directors upon formation.
APPOINTMENT OF STANDING COMMITTEE CHAIRPERSONS AND MEMBERS
Standing committee chairpersons shall be appointed by the President in consultation with the Board of Directors. Standing committee Members shall be appointed by the President in consultation with the chairperson.
COMPOSITION OF COMMITTEES
Committees shall consist of at least three (3) Members, a majority of which shall be Clinical Members of the Chapter.
MEETINGS AND ACTIONS OF COMMITTEES
Meetings: Committees shall meet at such times as determined either by resolution of the Board of Directors or by resolution of the committee chairperson. Meetings of committees shall be held at any place designated by the Board, the committee or the committee chairperson.
Notice: Meetings of committees shall be held with not less than ten (10) days written Notice.
Quorum: A majority of the committee Members of each committee shall constitute a Quorum of the committee for the transaction of business.
Minutes: Minutes shall be kept of each Meeting of any committee. The Board of Directors may adopt rules governing committees that are not inconsistent with these By-laws.
Budget: Each committee shall prepare a proposed annual budget to be submitted to the Board for approval 60 days before the Annual Meeting.
Article IX - FINANCES
A. FISCAL YEAR
The fiscal year of the Chapter shall begin January 1 of each year and end December 31 of each year.
B. SETTING OF DUES
Any change in the annual dues of the Chapter shall be proposed by the Board of Directors at any Meeting of the Chapter or by postal or electronic mail ballot at any other time, as determined by the Board of Directors.
A dues increase shall be passed only following a majority vote of the Board of Directors and a majority vote of the Members present at the Annual Meeting, or if the Membership vote is taken by ballot, a majority of the ballots voting on the dues increase.
Notification of any change in the annual dues shall be made to all Members affected as soon after the vote as is practicable and reasonable, but at least thirty (30) days prior to the effective date of any such increase.
C. PAYMENT OF DUES, FEES, AND ASSESSMENTS
Each Member in good standing, except as otherwise exempt by the By-laws, must pay within the time and on the conditions set forth in these By-laws, or where appropriate as established by the Board of Directors and/or the Membership, such fees, dues and assessments as are fixed from time to time by the Board of Directors and/or the Membership.
Dues for all the Members are payable on their annual renewal date. Any Member whose dues are not paid within thirty (30) days of their annual renewal date is in default. Any Member in default on the thirty-first (31st) day shall be dropped from Membership of the Chapter and will need to re-apply.
The proposed budget for each year shall be presented to the Board of Directors by the Chief Financial Officer prior to the Annual Membership Meeting. The proposed budget shall be approved by a majority vote of the Board of Directors. The Board of Directors is empowered to make any changes in the budget necessitated by circumstances and consistent with the priorities of the Chapter.
The Board of Directors shall select and designate such bank or trust company as they deem advisable as the official depository of the funds of the Chapter and prescribe the manner in which such funds shall be withdrawn.
Article X - RECORDS, REPORTS AND INSPECTION OF BY-LAWS
A. MAINTENANCE AND INSPECTION OF BY-LAWS
The Chapter shall keep at its selected office in Sonoma County the By-laws of the Chapter as amended to date, which shall be open to inspection by the Members at all reasonable times. The Chapter shall provide CAMFT with a copy of the Chapter By-laws and any amendment(s) thereafter made.
B. MAINTENANCE AND INSPECTION OF OTHER RECORDS
The accounting Books, Records, and minutes of proceedings of the Members of the Board of Directors and any committee(s) of the Board of Directors shall be maintained in the selected office for the Chapter or with the Chief Financial Officer and/or secretary of the Chapter. The minutes and the accounting Books and Records shall be kept in written form. The accounting Books and Records shall be open to inspection on the written demand of any Member. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts.
C. INSPECTION BY DIRECTORS
Every Director shall have the right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the chapter. This inspection by a Director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.
D. ANNUAL REPORT TO MEMBERS
The Board of Directors shall notify each Member yearly of the Member’s right to receive an Annual Report. An Annual Report shall be prepared not later than one hundred and twenty (120) days after the close of the Chapter’s fiscal year. Such report shall contain in appropriate detail the following:
A balance sheet as of the end of the fiscal year, an income and expense statement and statement of change in financial position for the fiscal year.
A statement of the place where the names and addresses of the current Members are located.
Any information required by section 8322, or its successor section(s), of the California non-Profit Corporation law, dealing with insider transactions.
Such reports shall be accompanied by the report thereon of independent accountants, or, if there is not such report, the certificate of an authorized office of the Chapter that such reports were prepared without audit from the Books and Records of the Chapters.
Upon written request of a Member, the Board shall promptly cause the most recent Annual Report to be sent to the requesting Member.
Article XI - LIABILITY OF MEMBERS
No Member, regardless of the class or category of Membership held, and whether or not a voting Member, shall be personally or otherwise liable for any debts, liabilities, and/or obligations of the Chapter.
Nothing in this Article shall be construed to relieve any person of any liability by the California Non-Profit Corporation Laws regarding unauthorized distributions.
Article XII- PROPERTY
The title to all property, funds and assets of the Chapter shall be held by the Chapter, through its Board of Directors, and they shall have complete control over the acquisition, administration, and disposition of any properties, funds, or assets. The Chapter may accept gifts, legacies, devises, donations, and/or contributions in any amount and in any form upon such terms as may be decided by the Board of Directors.
Article XIII-USE OF NAME
No Members shall speak in the name of the Chapter without authorization from the President or the Board of Directors.
The Chapter Board of Directors may employ staff whose terms and conditions of employment shall be specified by the Board. Such staff may manage and direct activities of the Chapter as prescribed by the Board of Directors and shall be responsible to the Board.
Article XV- AMENDMENTS TO THE BY-LAWS
A. INITIATION OF AMENDMENTS: Amendments to the By-laws may be initiated in either of two ways:
The Board of Directors, either alone or upon recommendation of the By-laws committee, may initiate a By-laws amendment, or
Ten (10) Members of the Chapter may, by a written petition addressed to the Secretary of the Chapter, initiate an amendment.
B. ADOPTION OF AMENDMENTS: Proposed amendments which have received a two-thirds (2/3) vote of the Board of Directors present shall be recommended to the Membership for ratification by postal or electronic mail ballot. A written copy of the proposed amendment or amendments shall be sent to all voting Members of the Chapter at least three (3) weeks prior to the time of voting. There shall be specified on the ballot a deadline for return of the mailed ballot. A three-quarters (3/4) majority of ballots returned shall be required for ratification of the proposed amendment.
Article XVI – DIVISION OF THE CHAPTER
Division of the Chapter into two Chapters may be initiated by a recommendation passed by a two-thirds (2/3) majority of the Board of Directors. Upon passage by the Board, the recommendation for division shall be recommended to the Membership for ratification by postal or electronic mail ballot. A written copy of the proposal shall be sent to all voting Members of the Chapter at least three (3) weeks prior to the time of voting. There shall be specified on the ballot a deadline for return of the ballot. A two-thirds (2/3) majority of ballots returned shall be required for ratification of the proposed division. The proposed division shall be submitted to CAMFT Board of Directors for their approval and for chartering of the two Chapters created by the division.
Article XVII – MERGER OF THE CHAPTER
Merger of the Chapter with another Chapter may be initiated by a recommendation passed by a two-thirds (2/3) majority of the Board of Directors of each Chapter. Upon passage by the Board of each Chapter, the merger shall be recommended to the Membership of each Chapter for ratification by postal or electronic mail ballot. A written copy of the recommendation shall be sent to all voting Members of each Chapter at least three (3) weeks prior to the time of voting. There shall be specified on the ballot a deadline for return of the ballot. A two-thirds (2/3) majority of ballots returned shall be required for ratification of the proposed merger. The proposed merger shall be submitted to the CAMFT Board of Directors for their approval and chartering.
Article XVIII – DISSOLUTION
Dissolution of the Chapter, whether voluntary or involuntary, shall be conducted in accordance with applicable law. In the event of the dissolution of the Chapter, all assets and funds of the Chapter shall, after debts and/or obligations are paid, be distributed to a charitable organization or foundation as determined by the Board of Directors.
Article XIX – RULES OF ORDER: PARLIAMENTARIAN
Robert’s Rules of Order, Revised, shall govern all Meetings of the Chapter in which they are applicable and in which they are not inconsistent with these By-laws unless modified by the majority of the voting Members present.
A parliamentarian shall be appointed by the President from among the Members of the Board of Directors. The parliamentarian shall have the responsibility to ensure compliance with the By-laws and Robert’s Rules of Order, Revised, unless modified, at all Meetings of the Board of Directors and all official Meetings of the Chapter.
Article XX - CERTIFICATION OF SECRETARY
I, the undersigned, certify that I am presently elected and acting Secretary of the Redwood Empire Chapter of the California Association of Marriage and Family Therapists, and the above By-laws are as adopted at a Meeting of the Board of Directors held October 2014 and approved by vote of the Membership in November 2014.
Deborah Haarstad, Secretary
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