HSW Bylaw Revisions 2016

Bylaws of the Historical Society of Woodstock (2007)

(Amended in 2009 and 2016)  Revisions are posted at the end ... after Article X.

Article I: Name and Offices 

1.1 Name

      The name of the organization shall be the Historical Society of Woodstock.

1.2 Offices

       The Society shall have its offices on 20 Comeau Drive, Woodstock, NY and the

       mailing address is: P.O. Box 841, Woodstock, NY.

Article II: Statement of Purpose

2.1 Mission statement:

       The Society collects and preserves the history of Woodstock. The collection is available to the public for research and through exhibits. 

Article III: Membership

3.1 Eligibility

3.1.1    Any person of the age of eighteen (18) or older, unless included in a family

membership, with an interest in Woodstock history, or allied fields of study can be a member of the Society upon payment of dues as set by the trustees.

3.1.2   The membership, programs and activities of the Society shall be open to all people without regard to race, color, religion, gender, age, ethnicity,         nationality, sexual orientation or political affiliation.

3.2 Dues and Membership Classifications

      Dues and membership classifications for the Society shall be established by the Board of Trustees from time to time and may include such categories as Student, Senior, Individual, Household, Supporting, Business, Donor, Patron and Benefactor.

3.3 Enrollment

      The membership year shall run from January 1 through December 31. Members who fail to pay dues shall be dropped from the membership rolls. However, members may be readmitted, upon the payment of dues. New members may join at any time by completing a membership application and paying dues. Memberships are not transferable.

3.4 Removal of Members

      Members may be removed for cause as determined by a majority vote of the Board of Trustees present at a regular or special meeting.

3.5 Privileges

      Except as otherwise provided in these bylaws all members of any classification in good standing shall be eligible to receive communications, participate in annual meetings or special activities of the Society and hold elective office.

 3.6 Voting Rights

       A member in good standing shall be entitled to one vote on each matter before the Society at the annual or special meetings. Further a member who is unable to attend may vote by mail, as long as it is postmarked a day before the vote.

 3.7  Honorary Members

May be designated by a majority vote of the Trustees at a regular or special meeting and receive the privileges and voting rights of regular members. 

3.8  Annual Meeting, Board Meetings and Special Meetings

       The annual meeting of the Society shall be held between the 1st of September and the 15th of October for the purpose of election of Trustees and the transaction of other business requiring action by the members. In addition, board meetings and special meetings of the members may be called at other times by the Board of Trustees to transact business requiring prompt action by the members.

3.9 Notice of Annual Meeting and Special Meetings

Written notice of the annual meeting and each special meeting shall be provided to all members stating the place, date and time of the meeting. In addition, the notice of each special meeting shall specify the person (s) calling the meeting and the purpose (s) for which the meeting is called. Notice shall be not less than 10 days or more than 30 days before the date of the meeting.

3.10 Quorum and Manner of Acting

3.10.1 Ten (10) percent of the members in good standing whose dues are curren and who are physically present shall constitute a quorum for purposes of transacting business at the annual meeting or any special meeting of the members. The recording secretary shall notify the president that a quoru is present before any vote is taken.

3.10.2 In any case of where a majority of the membership cannot be present, majority of Trustees will suffice. In this event, every reasonable attempt will be made to discover the consensus of the membership by the president. His/her action will duly be recorded in the meeting notes.

3.11 Executive Session

These may be called when active litigation is pending and when confidential trustee or employee matters arise. At the conclusion, of any executive session, the general members’ meeting will be re-opened and actions taken by the Trustees will be announced to the membership.

3.12 Robert’s Rules

 Except as otherwise provided in these bylaws, Roberts’ Rules of Order shall be the parliamentary authority.

Article IV: Board of Trustees

4.1  General Power

 The Board of Trustees shall manage all affairs of the Society.

4.2  Qualifications

 Each member of the Trustees shall be at least eighteen (18) years of age and a member in good standing. Also, each member must be at least a part-time resident of Woodstock and its vicinity.

4.3  Composition

The Board of Trustees shall be composed of no less than five (5) and no more than thirteen (13) members. The number will be determined by the Board of Trustees. Only Trustees shall be eligible to the offices of president and vice-president.

4.4  Purpose

The Trustees are expected to act with due diligence as required by officers of a non-profit organization.

4.5  Term

4.5.1 The president and vice-president shall serve as Trustees only during their incumbency. 

4.5.2 The term of office for a Trustee is three (3) years. This term will run from

       January to December. Trustees may serve no more than three (3) consecutive terms. They must be out of office for at least one (1) year before being eligible re-election as a Trustee. If a vacancy exists or has been filled by the Board pursuant to Section 4.7 of this article a trustee may be elected at the annual meeting to fill the un-expired term. A Trustee who has filled an un-expired term of another is still eligible for nomination and election to three terms of his/her own.

4.5.3 Trustees shall sign the code of ethics annually. 

4.6  Removal of Trustees

The Board of Trustees may remove or suspend a Trustee at any regular meeting or special meeting for cause as well as for those reasons specified in provision 4.9 below.

4.7  Nominations

      A nominating committee, as set by the Trustees, shall nominate candidates for vacancies on the Board of Trustees. Nominations will also be accepted from the floor at the Annual Meeting.

4.8  Vacancies 

 If a vacancy occurs, the Board of Trustees may appoint a new Trustee who shall serve until the next annual meeting.

4.9  Absences from Meetings

 

If a Trustee fails to attend three successive meetings, properly called, without adequate explanation to the Trustees, or otherwise neglects his/her duties, thereby hampering the work of the Society, the majority of the Board of Trustees may suspend the person and elect someone else to serve in his/her place until the next regular election.

4.10 Resignation

 Any Trustee may resign at any time by giving written notice to the president or the secretary of the society.

4.11 Trustee Emeritus/Emerita

 A Trustee who has been active, but finds it difficult to continue the same service, may be elected Trustee Emeritus/Emerita, whereby the Trustee’s counsel and advice will not be lost to the office or to chair committees of the Board of Trustees, but this position will not confer the right to vote as a regularly elected Trustee.

 4.12 Town Historian

         The town historian, as appointed by the Woodstock Town Board, shall serve as an ex-officio, non-voting member of the Board of Directors for the purposes of advising the Board on matters that may come before it, to assist in researchrequests and to serve as needed, as a liaison between the Society and the town. 

Article V: Meetings of Trustees 

5.1  Time, Place and Purpose

Regular meetings of the Board of Trustees shall be held monthly or at such other frequency as established from time to time by the Board of Trustees for the purpose of transacting business as may be brought before meetings of the board.

5.2  Special Meetings

There shall be as many special meetings of the Board of Trustees as necessary, which shall be called by the president or by written request of two (2) Board members ten (10) days in advance.

5.3  Notice of Meetings

Notice of the place, day and hour of each meeting of the Board of Trustees, whether regular or special, shall be given. Notices of meetings, besides stating the time and the place of the meeting, shall state briefly the purpose or purposes for which the meeting is called. 

5.4  Quorum and Adjournment of Meetings

The presence of not less than the majority of the Trustees shall constitute a quorum and shall be the number necessary to conduct business of the corporation. Meetings at which less than a quorum is represented may, however, be adjourned to a further date by those who attend, without further notice other than the adjournment of such meeting, and when a quorum shall be present on such adjourned date, any business may be transacted which might have been transacted at the meeting as originally called and communicated to all the Trustees, as specified by the bylaws.

5.5  Voting

At any meeting of the Board of Trustees, each Trustee shall be entitled to one vote and shall have the ability to freely make motions. 

Article VI: Officers 

6.1 Officers

       The officers of the Society shall be president, vice-president, treasurer, recording secretary and corresponding secretary.

6.2   Term / Vacancy

The trustees, after the annual meeting of the members, shall elect the officers every two years. The election must be by a majority vote of trustees. The president and vice-president must be trustees, but the other officers may or may not be chosen from among the other trustees. Any vacancy in any office caused by any reason whatsoever, including the creation of a new office, may be filled by the Board of Trustees at any meeting by like vote. The appointee shall serve the un-expired term of his/her predecessor except for the office of president which will be filled by the vice-president until the next annual meeting.

6.3   Qualifications

Officers of the society must:

·      Be a member in good standing of the Society

·      Demonstrate an active interest in Society business

·      Be at least eighteen (18) years of age

·      Be capable of having trustee liability insurance

·      Must not be felons

6.4   Materials, Records and Documents

Officers of the Society shall turn over to the president all Society funds, property, equipment, materials, documents, records, correspondence, etc. pertaining to their office within in fifteen (15) days of their successor taking office. Upon resignation or dismissal an officer shall immediately turnover all materials and records to the president.

6.5   Fidelity Bond

The Board of Directors may, from time to time, require fidelity bonding of some or all of officers and/or all Trustees of the Society. Such bonding is usually reviewed annually and shall be the sole expense of the Society. Officers and Trustees designated by the Board of Trustees to be bonded are required to cooperate with the insurance carrier.

6.6   Trustee Liability

All Trustees will be covered by the Society’s liability policy.

Article VII: Duties of Officers

7.1 President

      The president shall be a voting member of the Board of Trustees and shall preside at all meetings of the Board of Trustees. With the help of the trustees the president will set the meeting’s agenda. The president shall call to order all meetings of Trustees, and shall be the chief executive officer of the corporation. Subject to the supervision of the Board of Trustees, the president shall have general charge of the affairs of the corporation and shall see that all orders and resolutions of the Board are carried into effect. The president shall not undertake major policy changes, initiate litigation, or commit Society funds without first consulting with the board. The president shall, when required by the Board of Trustees, make a written report in respect to any designated matter in connection with the corporation and its affairs. S/He shall execute and acknowledge, on behalf of the corporation, all contracts, documents, checks, bonds, or other instruments authorized by the Board of Trustees, except in cases where the signing and execution thereof shall be delegated by the Board or these bylaws to the member or some officer or director or agent of the corporation as so designated for this purpose by the board. S/He shall perform all duties incident to the office of president and such other duties as may from time to time be delegated by the Board of Trustees. 

7.2   Vice-President

The vice-president shall be a voting member of the Board of Trustees and will perform such other duties as may be assigned from time to time by the president or the Board of Trustees; will serve as chairperson of membership, and chair of Board of Trustees meetings in the temporary absence of the president; will serve as acting president upon the resignation, dismissal, death or long-term disability or other inability of the president to serve until the Board of Trustees appoints an interim president or other new regular president is elected.

7.3   Treasurer

The treasurer shall manage and administer all funds and securities of the Society; will prepare in conjunction with the Budget Committee the Society’s annual budget and administer the Society’s annual budget; will assure that the budget is approved by the Board of Trustees prior to expending funds; will personally approve all budgeted expenses for payment; will be responsible for assuring that the president is an alternate signer on all Society accounts; will be the alternate signing authority for contracts with the approval of the president; will maintain an official file of current contracts, agreements, licenses and insurance policies for the Society; shall maintain an updated inventory of material and equipment owned and leased by the Society, including donations; will annually submit all Society accounts to audit, accounts shall be audited at any time as required by the president or the Board of Trustees; will maintain a historical file of Society financial Records, contracts and related materials; will report monthly and as directed by the Trustees to the president, the Board of Trustees and the membership on the state of the Society’s finances and performs such other duties as may be assigned from time to time by the president and the Board of Trustees.

7.4   Recording Secretary

The recording secretary takes the minutes of each meeting of the members and Board of Trustees; provides a copy of the minutes for meetings of the Board of Trustees to each officer and director within thirty (30) days and makes minutes available upon request of any regular member; reads the minutes of the last meeting of the members when requested by the president; records the official results of the vote at the Society’s Annual Meeting; maintains a separate file of Minutes and Resolutions of the Board of Trustees for the preceding twelve (12) months in perpetuity; maintains the historical file of minutes, resolutions, and other documents of the Board of Trustees; and performs such other duties as may be assigned from time to time by the president or the Board of Trustees. The offices of the recording secretary and corresponding secretary may be combined.

7.5   The Corresponding Secretary

The corresponding secretary receives, sorts, edits, files and distributes all general correspondence addressed to the Society including legal correspondence; administers the Society’s post office box and voicemail; prepares and manages that portion of the Society budget dealing with correspondence; and performs other duties as may be assigned from time to time by the president or the Board of Trustees.

Article VIII: Committees 

8.1  Nominating Committee 

8.1.1 The nominating committee shall consist of three (3) members of the board. The committee will nominate a slate of nominees and prepare brief biographies. These will be presented to the board for their approval. The board will then present the slate to the membership at the annual meeting.

8.2  Membership Committee

8.2.1  The membership committee shall be led by a trustee. This committee prepares and maintains the Society’s membership records; collects dues, delivers funds and reports activity promptly to the treasurer; prepares and administers the membership portion of the Society’s budget; and performs such other duties as may be assigned from time to time by the president of the Board of Trustees. If there are insufficient trustees the duties of the membership committee may be assigned to the treasurer.

 8.3 Budget Committee

 8.3.1     The budget committee shall prepare the annual budget in conjunction with the treasurer. This will be presented to the Board of Trustees for approval.

8.3  Other Committees

8.4.1. The Board of Trustees may appoint other committees as needed to support the work of the Historical Society of Woodstock.

Article IX: Budget & Finance 

9.1  Financial Matters

9.1.1 The Board of Trustees shall approve the Society’s budget prior to the beginning of the business year.

9.1.2 Annually the Board of Trustees shall establish a financial reserve. This reserve shall only be used in the event of an emergency as determined by the Board of Trustees. This shall be retained in an interest-bearing account in an accredited financial or investment institution, whenever possible 

9.2  Fiscal Year

      The fiscal year of the Society shall begin on the first day of January and end on the last day of the year.

Article X: Miscellaneous Provisions

10.1 Amendment, Repeal and Replacement of Bylaws 

These Bylaws may be amended or repealed, or new Bylaws may be adopted, by 10% of members in good standing pursuant to 3.10.1 and 3.10.2. Any proposed modification to these Bylaws shall be made available to each member of the Society by written notice, which shall be mailed no less than twenty (20) days prior to the date of the meeting at which the modification is to be considered and voted upon.

10.2 Dissolution 

   In the case of the dissolution of the Society:

·      All archival materials to the Woodstock Library Association.

·      Art works to the Woodstock Artists Association and Museum

·      Other items returned to donors where possible.

·      Remainder of collections to the Town of Woodstock for display in public buildings.

·      The above organizations must give assurance of proper care for materials.

·      Society funds to be divided among recipients of materials at discretion of Society Trustees.

·      If any of the organizations cited cannot or will not give adequate assurance for care of the materials, their part of the Society’s collections will go to the Ulster County Historical Society.

10.3 Supersession

Upon the approval of either the majority of members or Trustees present at the annual meeting of the Society these Bylaws are immediately in force and supersede all previous Bylaws, constitutions, rules and regulations of the Society.

The activities of the corporation shall be conducted in such a manner that no part of its net earnings or holdings shall inure to the benefit of any member, Trustee, officer, or individual (except that reasonable compensation may be paid for services rendered to or for the corporation) as determined by the Society’s Code of Ethics.

Notwithstanding any provision of these bylaws, the corporation shall not carry on any activity not permitted to a corporation exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any further United States Internal Revenue Law). 

The Society shall be non-partisan in all of its activities. No part of activities of the Society shall consist of carrying on propaganda, or otherwise attempting to influence legislation at the county or state level or any level whatsoever; and the corporation shall not participate in or interact with (including the publishing or distribution of statements) any political campaign on behalf of any candidate for office.

  

As adopted by the membership at (annual/special/regular) meeting on the _____day of __________, 2007.

                                                                                                 ___________________________

Secretary

Revisions to the Bylaws:

Amendment to Article IV: Board of Trustees, 4.2 Qualifications

Each member of the Trustees shall be at least eighteen (18) years of age and a member in good standing. Also, each member must be at least a part-time resident of the Woodstock area.

Amendment adopted by the membership at annual meeting on October 3, 2009.

                                                                                        ____________________________

                                                                                                            Secretary

Amendment to Article III: Eligibility, 3.1.2

The membership, programs and activities of the Society shall be open to all people without regard to race, color, religion, gender, age, ethnicity, nationality, sexual orientation or political affiliation.

Amendment to Article III: Privileges, 3.5

Except as otherwise provided in these bylaws all members of any classification in good standing shall be eligible to receive communications, participate in annual meetings or special activities of the Society and hold elective office.

Amendment to Article III: Honorary Members, 3.7

May be designated by a majority vote of the Trustees at a regular or special meeting and receive the privileges and voting rights of regular members.

Eliminated Article III: Regular Meetings, 3.8,

Regular meetings of the Society presenting programs of interest to members shall be held at places, dates and times fixed by the Board of Trustees. Information about the

meetings shall be published on the Society’s website and in its newsletter and/or by press releases. If a regular meeting is cancelled, the Society will make reasonable efforts to notify the membership.

Amendment to Article III: Annual Meeting, Board Meetings and Special Meetings, 3.9

The annual meeting of the Society shall be held between the 1st of September and the 15th of October for the purpose of election of Trustees and the transaction of other business requiring action by the members. In addition, board meetings and special meetings of the members may be called at other times by the Board of Trustees to transact business requiring prompt action by the members.

Amendment to Article III: Executive Session, 3.12

These may be called when active litigation is pending and when confidential trustee or employee matters arise. At the conclusion, of any executive session, the general members’ meeting will be re-opened and actions taken by the Trustees will be announced to the membership.

Amendment to Article IV: Qualifications, 4.2

Each member of the Trustees shall be at least eighteen (18) years of age and a member in good standing. Also, each member must be at least a part-time resident of Woodstock and its vicinity.

Eliminated from Article IV: Term, 4.5.2.

Effective August 1, 2007, three (3) Trustees shall be considered to be in their second year of a three (3) year term. On August 1, 2008 three (3) other Trustees shall be in their second year term of a three (3) year term. On August 1, 2009 three (3) additional Trustees shall be in their second year of a three (3) year term.

Amendment to Article IV: Term, 4.5.2

The term of office for a trustee is three (3) years. This term will run from January to December. Trustees may serve no more than three (3) consecutive terms. They must be out of office for at least one (1) year before being eligible for re-election as a Trustee. If a vacancy exists or has been filled by the Board pursuant to Section 4.7 of the article a Trustee may be elected at the annual meeting to fill the un-expired term. A Trustee who has filled an un-expired term of another is still eligible for nomination and election to three terms of his/her own.

Amendment to Article IV: Term, 4.5.3

Trustees shall sign the code of ethics annually.

Amendment/Elimination to Article IV:  4.7,Nominations and Petitions

Addition to Article IV: Town Historian, 4.12

The town historian, as appointed by the Woodstock Town Board, shall serve as an ex-officio, non-voting member of the Board of Directors for the purposes of advising the Board on matters that may come before it, to assist in research requests and to serve as needed, as a liaison between the Society and the town.

Amendment/Elimination to Article V: Time, Place and Purpose, 5.1

Regular meetings of the Board of Trustees shall be held bi-monthly or at such other frequency as established from time to time by the Board of Trustees for the purpose of transacting business as may be brought before meetings of the board.

Amendment to Article VII: President, 7.1

The president shall be a voting member of the Board of Trustees and shall preside at all meetings of the Board of Trustees. With the help of the trustees the president will set the meeting’s agenda. The president shall call to order all meetings of Trustees, and shall be the chief executive officer of the corporation. Subject to the supervision of the Board of Trustees, the president shall have general charge of the affairs of the corporation and shall see that all orders and resolutions of the Board are carried into effect. The president shall not undertake major policy changes, initiate litigation, or commit Society funds without first consulting with the board. Thepresident shall, when required by the Board of Trustees, make a written report in respect to any designated matter in connection with the corporation and its affairs. S/He shall execute and acknowledge, on behalf of the corporation, all contracts, documents, checks, bonds, or other instruments authorized by the Board of Trustees,except in cases where the signing and execution thereof shall be delegated by the Board or these bylaws to the member or some officer or director or agent of the corporation as so designated for this purpose by the board. S/He shall perform all duties incident to the office of president and such other duties as may from time to time be delegated by the Board of Trustees.

Amendment/Elimination to Article VII: Vice-President, 7.2

The vice president shall be a voting member of the Board of Trustees and will develop, plan, schedule and manage the program for regular meetings in consultation with the board; will chair and appoint members to the Yearly Program Planning Committee; will prepare and administer the Program portion of the Society budget; will perform such other duties as may be assigned from time to time by the president or the Board of Trustees; will serve as the chairperson of membership, and chair of Board of Trustees meetings in the temporary absence of the President; will serve as acting president upon the resignation, dismissal, death or long-term disability or other inability of the president  to serve until the Board of Trustees appoints an interim president or other regular president is elected.

Amendment/Elimination to Article VII: Treasurer, 7.3

The treasurer shall manage and administer all funds and securities of the Society; will prepare in conjunction with the Budget Committee the Society’s annual budget and administer the Society’s annual budget; will assure that the budget is approved by the Board of Trustees prior to expending funds; will personally approve all budgeted expenses for payment; will be responsible for assuring that the president is an alternate signer on all Society accounts; will be the alternate signing authority for contracts with the approval of the president; will maintain an official file of current contracts, agreements, licenses and insurance policies for the Society; shall maintain an updated inventory of material and equipment owned and leased by the Society, including donations; will annually submit all Society accounts to audit, accounts shall be audited at any time as required by the president or the Board of Trustees; will maintain a historical file of Society financial Records, contracts and related materials; will report monthly and as directed by the Trustees to the president, the Board of Trustees and the membership on the state of the Society’s finances and performs such other duties as may be assigned from time to time by the president and the Board of Trustees. These may include handling the Membership Secretary’s duties of collecting dues and funds and administering the membership portion of the Secretary’s budget.

Amendment/Elimination to Article VII: The Corresponding Secretary, 7.5

The corresponding secretary receives, sorts, edits, files and distributes all general correspondence addressed to the Society including legal correspondence at the direction of the board; manages genealogical queries for the Society; administers the Society’s post office box and voicemail; prepares and manages that portion of the Society’s budget dealing with correspondence; and performs other duties as may be assigned from time to time by the president or the Board of Trustees. These may include handling the Membership Secretary’s duties of preparing and maintaining the Society’s membership records.

Elimination of Article VII: Membership Secretary, 7.6

The Membership Secretary prepares and maintains the Society’s membership records; collects dues, delivers funds and reports activity promptly to the Treasurer; prepares and administers the membership portion of the Society’s budget; and performs such other duties as may be assigned from time to time by the President or the Board of Trustees. This will include the newsletter. If there are insufficient trustees the duties of the Membership Secretary may be assigned to the Treasurer. See Below.

Amendment/Elimination to Article VIII: Nominating Committee, 8.1.1

The nominating committee shall be elected by the Board of Trustees and shall consist of five (5) three (3) members of the board. The comm. will nominate a slate of nominees and prepare brief biographies. These will be presented to the board for their approval. The committee shall nominate The board will then present the slate to the membership at the annual meeting.

Amendment to Article VIII: Membership Committee, 8.2.1

The membership committee shall be led by a trustee. This committee prepares and maintains the Society’s membership records; collects dues, delivers funds and reports activity promptly to the treasurer; prepares and administers the membership portion of the Society’s budget; and performs such other duties as may be assigned from time to time by the president or the Board of Trustees. If there are insufficient trustees the duties of the membership committee may be assigned to the treasurer.

Amendment to Article VIII: Budget Committee, 8.3.1

The budget committee shall prepare the annual budget in conjunction with the treasurer. This will be presented to the Board of Trustees for approval.

Amendment to Article VIII: Other Committees, 8.4.1

The Board of Trustees may appoint other committees as needed to support the work of the Historical Society of Woodstock.

Amendment / Elimination to Article IX: Financial Matters, 9.1.2

Annually the Board of Directors shall establish a financial reserve. Usually expressed as ten (10) percent of member dues. This reserve shall only be used in the event of an emergency as determined by the Board of Directors. The reserve shall constitute a dollar amount substantially equal to ten (10) percent of annual membership dues and shall be used only in the event of an emergency as determined by the Board of Trustees. This shall be retained in an interest bearing account in an accredited financial investment institution, whenever possible.

Amendment / Elimination to Article IX: Fiscal Year, 9.2

The calendar fiscal year of the Society shall begin on the first year of January and end on the last day of the year.

Amendment to Article X: Amendment, Repeal and Replacement of Bylaws, 10.1

These Bylaws may be amended or repealed or new Bylaws may be adopted, by ten (10) percent of members in good standing pursuant to 3.11.1 and 3.11.2.

Amendment to Article X: Dissolution, 10.2

In the case of the dissolution of the Society;  Art works to the Woodstock Artists Association & Museum


Amendments adopted by the membership at annual meeting on October 15, 2016.

 

                                                                                        ____________________________

                                                                                                            Secretary

 

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