Beruflich Dokumente
Kultur Dokumente
OF THE
ASSOCIATION OF BOSNIACS OF DELAWARE VALLEY, INC.
(a New Jersey nonprofit corporation)
ADOPTED _____________________
ARTICLE I
GENERAL
1.1 Name. The name of the Corporation is the “Association of Bosniacs of Delaware
1.2 Registered Office. The registered office of the Corporation in New Jersey shall
be at the place designated in the Certificate of Incorporation, or at such place within New Jersey
1.3 Other Offices. The Corporation may also have offices at such other places within
and without New Jersey as the Board of Trustees may from time to time determine, or the
1.4 Corporate Seal. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its incorporation and the words “Corporate Seal – New Jersey.” Such
seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner
reproduced.
support, and preservation of traditional cultural and religious values of Bosniacs in the Greater
1.6 Code of ethics. The Corporation will adhere to the Islamic code of ethics.
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ARTICLE II
MEMBERSHIP
2.1 Membership. The Corporation will have three type of members: Registered,
2.2 Registered Members: Registered members all families which have paid their
become a registered member at least one member of the family must be ethnic
Bosniac. Registered members have the right to vote in the General Assembly of
the Association as well to enjoy all other services provided by the Association.
2.3 Unregistered Members: Unregistered members are all direct descendants (i.e.
son, daughter, grand son, grand daughter, great grand son etc.) and direct
ancestors (i.e. father, mother, grand mother, grand father, great grand father etc.)
of the registered members of the Corporation. Other than voting powers in the
Members
2.4 Friends of the Association: Friend(s) of the Association is the honorary title
the Executive Board. Friends of the Association do not have to pay any
Association dues – whereas they can enjoy some privileges of the registered
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ARTICLE III
BOARD OF TRUSTEES
The business and affairs of the Corporation shall be managed by the Executive
Board, however all powers of the Corporation are hereby granted to and vested in the Board of
Trustees, except as otherwise provided in these Bylaws, the Certificate of Incorporation or by the
The Board of Trustees shall consist of not less than three (3) nor more than fifteen
(15) Trustees who shall be natural persons of full age (collectively, “Board,” “Board of
Trustees,” “Trustees,” individually, “Trustee”). Initially, the number of Trustees shall be fixed
by the Incorporators, and thereafter it shall be such number as shall have been last specified by
resolution (if any) of the Board. Trustees should have an ability to participate effectively in
fulfilling the responsibilities of the Board of Trustees. Trustees need not be residents of New
Jersey.
The Trustees shall be elected by the unanimous vote of the Board. Nothing
contained herein shall prevent any Trustee from being elected to any number of successive terms
nor shall anything contained herein prevent any Trustee from nominating and voting for herself
(or himself) as a successor Trustee. Initially, the term of the Trustees shall be fixed by the
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Incorporators, and thereafter Trustees shall be elected by the Board of Trustees for terms of two
(2) years or until their successors are duly selected and qualified, and the terms of Trustees may
be staggered so that a portion of the Board is elected every year or every two years.
from an increase in the authorized number of Trustees, shall be filled by election by a majority of
the remaining members of the Board of Trustees, even if the number remaining on the Board is
less than a quorum. Any Trustee so elected shall serve for the balance of the unexpired term to
3.4 Place of Meetings. The meetings of the Board of Trustees may be held at such
place within or without New Jersey as a majority of the Trustees may from time to time by
meeting. In the absence of specification, such meetings shall be held at the registered office of
the Corporation.
3.5 Annual Meeting. An annual meeting of the Board of Trustees shall be held each
year, at such time as the Board may by resolution determine, for the purpose of electing Trustees
and Officers and the transaction of such other business as may be properly brought before the
meeting.
3.6 Regular Meetings. Regular meetings of the Board of Trustees may be held at
such times as the Board may by resolution determine but not less often than once each calendar
year. If any day fixed for a regular meeting shall be a legal holiday, then the meeting shall be
held at the same hour and place on the next succeeding business day.
3.7 Special Meetings. Special meetings of the Board of Trustees may be called at
any time by the President, or upon the written request of twenty-five (25) percent or more of the
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Trustees delivered to the Secretary. Any such request by the Trustees shall state the time and
place of the proposed meeting, and upon receipt of such request it shall be the duty of the
Secretary to issue the call for such meeting promptly. If the Secretary shall neglect to issue such
call, the Trustees making the request may issue the call.
3.8 Quorum. A majority of the total number of the whole Board of Trustees shall
constitute a quorum at all meetings of the Board of Trustees. In the event one or more of the
Trustees shall be disqualified to vote at any meeting, then the required quorum shall be reduced
by one for each such Trustee so disqualified; provided, however, that in no case shall less than
one-third (1/3) of the number so fixed constitute a quorum. If a quorum shall not be present at
any meeting of the Board of Trustees, the Trustees present thereat may adjourn the meeting from
time to time, without notice, other than an announcement at the meeting, until a quorum shall be
present.
3.9 Notices
. The Board or the Executive Director may give notice of a schedule of regular meetings
and an annual meeting under Sections 3.6 and 3.7 for a period of no more than one year, and no
other notice need be given of meetings which conform to the schedule. In all other instances,
written notice of all regular or annual meetings shall be given at least five (5) days in advance.
Special meetings of the Board shall be preceded by at least 48 hours written notice of the date,
time and place of the meeting. Notice of special meetings shall state the general nature of the
business to be transacted at the meeting. See Article VII on form and waiver of notice.
Certificate of Incorporation, any action required or permitted to be taken at any meeting of the
Board of Trustees or any committee thereof may be taken without a meeting, if all members of
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the Board or committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of the proceeding of the Board or committee.
3.11 Compensation of Trustees. Trustees may be paid such compensation for their
services and such reimbursement for expenses of attendance at meetings as the Board of Trustees
may from time to time determine. No such payment shall preclude any Trustee from serving the
3.12 Committees. The Board of Trustees may establish one or more standing or
provided in these Bylaws, the Certificate of Incorporation, or applicable law, any committee may
exercise such powers and functions as the Board of Trustees may from time to time determine.
Except as the Board may otherwise determine, the President shall appoint all
committee members and committee chairpersons and may appoint alternates for any member or
chairperson of any committee. All members of the executive committee, if any, shall be
Trustees. All other committees shall have at least one Trustee as a member.
3.13 Resignation of Trustees. A Trustee may resign at any time by giving written
notice to the President or to the Secretary of the Corporation. Such resignation shall take effect
ARTICLE IV
EXECUTIVE BOARD
4.1 The Executive Board. The members of the Executive Board of the Corporation
shall be natural persons of full age, and there shall be a President, a Secretary, a Treasurer, a Vice
President, Assistant Secretary a Assistant Treasurer, and one more member all of whom shall be
Registered Members of the Association – or in total the seven members.. In the event that the
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Executive Board shall resign or will not exist the role of the executive Board will be taken over
In addition to the powers and duties prescribed by these Bylaws, the Executive Board
shall have such authority and shall perform such duties as from time to time shall be prescribed
by the Board of Trustees. The Board of Trustees may add to the corporate title of any officer
(other than the President) a functional title in word or words descriptive of her (or his) powers or
4.2 Selection. The Executive Board will be elected biannually at a regular meeting of
the General Assembly and it will serve for a term of two year. The new Executive Board will be
proposed by the old Executive Board. The Registered Members will have the right to propose
alternative candidates. In the case that the Registered Members do not propose any new
candidates the whole board shall be elected by acclamation. In the case that there is a more than
one candidate for the post, such candidates will be elected by a ballot whilst the rest will be
elected by acclamation. Any vacancy in any office shall be filled by the Executive Board.
4.3 Duties and Functions. The President shall be the chief executive officer of the
Corporation and the officers shall otherwise have and exercise such duties and functions as
usually attach to their offices, with such additional duties and functions and subject to such
Assistant officers shall perform such functions and have such responsibilities as the Board of
4.4 Salaries. The salaries, if any, of all officers of the Corporation shall be fixed by
the Board of Trustees or by authority conferred by resolution of the Board. The Board also may
fix the salaries or other compensation of assistant officers, agents and employees of the
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Corporation, but in the absence of such action, this function shall be performed by the President
4.5 Term. The Executive Board of the Corporation shall hold office for a term of two
(2) year, commencing on January 1 of the year following the annual meeting at which such
officer is elected, or as specified in the resolution electing or appointing such officer and until
their successors are chosen and have qualified, unless they are sooner removed from office as
4.6 Vacancies. If the office of any officer or assistant officer becomes vacant, the
vacancy shall be filled by the Trustees in the manner set forth in these Bylaws. The elected
officer shall fill the unexpired portion of the term to which she or he is elected.
4.7 Agents or Employees. The Board of Trustees may by resolution designate the
officer or officers who shall have authority to appoint such agents or employees as the needs of
the Corporation may require. In the absence of such designation, this function may be performed
by the President and may be delegated by the President to others in whole or in part.
the Corporation may be removed or her (or his) authority revoked by resolution of the Board of
whenever in its judgment the best interests of the Corporation will be served thereby, but such
removal or revocation shall be without prejudice to the contract rights, if any, of the person so
removed. Any agent or employee of the Corporation likewise may be removed by the President
or, subject to the supervision of the President, by the person having authority with respect to the
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4.9 President; Powers and Duties. The President shall be the chief executive officer
of the Corporation. The President shall have general charge and supervision of the business of
the Corporation and shall exercise or perform all the powers and duties usually incident to the
office of the President. The President shall preside at all meetings of the Board of Trustees. The
President shall from time to time make or cause to be made such reports of the affairs of the
Corporation as the Board may require. The President shall be responsible to the Board of
Trustees for the application and implementation of policies adopted by the Board of Trustees.
4.10 Vice Presidents; Powers and Duties. The First Vice President, shall, in the
absence or disability of the President, perform the duties and exercise the powers of the
President; and if there be more than one Vice President, their seniority in performing such duties
and exercising such powers shall be determined by the Board of Trustees or, in default of such
determination, by the order in which they were first elected. Each Vice President also shall have
such powers and perform such duties as may be assigned to her (or him) by the Board of
Trustees.
4.11 Secretary; Powers and Duties. The Secretary shall attend all sessions of the
Board and record all the votes and minutes thereof in books to be kept for that purpose; and shall
perform like duties for the Executive Committee of the Board of Trustees when required. She or
he shall give, or cause to be given, notice of all meetings of the Board of Trustees, and shall
perform such other duties as may be prescribed by the Board or by the President. She or he shall
keep in safe custody the corporate seal of the Corporation, and may affix the same to any
4.12 Treasurer; Powers and Duties. The Treasurer shall be the chief financial officer
and shall cause full and accurate accounts of receipts and disbursements to be kept in books
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belonging to the Corporation. She or he shall see to the deposit of all moneys and other valuable
effects in the name and to the credit of the Corporation in such depository or depositories as may
signed in such manner as the Board of Trustees shall prescribe. She or he shall render to the
President and to the Trustees, at the regular meetings of the Board or whenever the President or
the Board may require it, an account of all her (or his) transactions as Treasurer and of the results
of operations and financial condition of the Corporation. She or he shall see that an annual audit
of the Corporation's books and records is performed by an auditor selected by the Board. If
required by the Board, the Treasurer shall give the Corporation a bond in such sum and with such
surety or sureties as may be satisfactory to the Board for the faithful discharge of the duties of
her (or his) office, and for the restoration to the Corporation, in case of her (or his) death,
resignation, retirement or removal from office, of all books, records, money and other property
of whatever kind in her (or his) possession or under her (or his) control belonging to the
Corporation.
4.13 Delegation of Officers' Duties. Any officer may delegate duties to her (or his)
duly elected or appointed assistant (if any); and in case of the absence of any officer or assistant
officer of the Corporation, or for any other reason that the Board of Trustees may deem
sufficient, the Board may delegate or authorize the delegation of her (or his) powers or duties, for
4.14 Executive Director. The Executive Director shall be appointed by the Board of
Trustees. The Executive Director shall be accountable to the Board of Trustees and subject to the
direction of the President and shall perform the duties and functions as may be prescribed from
time to time by the Board of Trustees. The Executive Director shall prepare, from time to time,
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but at least once each calendar quarter, a report of the operations of the Corporation for
presentation to the Board of Trustees. The Executive Director shall be a voting member of the
ARTICLE V
CONTRACTS, LOANS, CHECKS, GIFTS AND DEPOSITS
5.1 Contracts. The President is authorized to, and the Board of Trustees may
authorize any other officer or agent of the Corporation, in addition to the officers so authorized
by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of
and on behalf of the Corporation, and such authority may be general or confined to specific
instances.
evidence of indebtedness shall be issued in its name unless authorized by Resolution of the
5.3 Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the Corporation shall be
signed by such officer or officer’s agent or agents of the Corporation as in such manner as shall
5.4 Deposits. All funds to the Corporation shall be deposited from time to time to the
credit of the Corporation in such banks, trust companies or other depositories as the Board of
5.5 Gifts. The Board of Trustees may accept on behalf of the Corporation any
contribution, gift, bequest or devise or any other means or manner of giving unto the Corporation
assets for the general purposes or for specific purposes of the Corporation. The Board of
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Trustees shall consider, prior to the acceptance of any gift, contribution, bequest or devise,
whether the same or any condition attached to the same would be in conflict with the general
purposes and furtherance of the Corporation, and its purposes and the Board may determine to
decline or disclaim any such gift, bequest or devise or contribution when same is not within the
general and specific purview and purpose of the Corporation or it is for a specific purpose but is
in a sum less than the amount required to finance that specific purpose; subject, however, to the
Board’s authority to accept the same, although in insufficient amount, and to determine, within
the Corporation’s purpose, to add or secure other assets in furtherance of the specific gift
purpose. Should there be a question as to the purpose or timeliness of the gift as being
incompatible with the ideals, objectives and programs of this Corporation or when the
conditions, limitations or purposes of a particular gift are deemed to be unacceptable, the Board
of Trustees is authorized to negotiate, with the donor, changes in the contribution, gift, bequest or
ARTICLE VI
CONFLICT OF INTEREST
6.1 Purpose. The purpose of the Conflict of Interest policy is to protect the
might benefit the private interest of an officer or Trustee of the Corporation. This policy is
included to supplement but not replace applicable state laws governing conflicts of interest
6.2 Definitions.
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“Interested Person.” Any Trustee, officer or member of a committee with Board-
delegated powers who has a direct or indirect Financial Interest, as defined below, is an
Interested Person.
“Financial Interest.” A person has a Financial Interest if the person has, directly
any entity or individual with which the Corporation is negotiating a transaction or arrangement.
a person who has a Financial Interest may have a conflict of interest only if the Board of Trustees
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6.3 Procedures.
interest, an Interested Person must disclose the existence of her (or his) Financial Interest and all
material facts to the Trustees and members of committees with board delegated powers
Financial Interest and all material facts, and after any discussion with the Interested Person, she
or he shall leave the Board or committee meeting while the determination of a conflict is
discussed and voted upon. The remaining disinterested Trustees or committee members shall
committee meeting, but after such presentation, she or he shall leave the meeting during the
discussion of, and the vote on, the transaction or arrangement that results in the conflict of
interest.
or arrangement.
determine whether the Corporation can obtain a more advantageous transaction or arrangement
with reasonable efforts from a person or entity that would not give rise to a conflict of interest.
under circumstances that would not give rise to a conflict of interest, the Board of Trustees or
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committee shall determine by a majority vote of the disinterested Trustees whether the
transaction or arrangement is in the Corporation's best interest and for its own benefit and
whether the transaction is fair and reasonable to the Corporation and shall make its decision as to
whether to enter into the transaction or arrangement in conformity with such determination.
Trustee, officer or member of a committee with Board-delegated powers has failed to disclose
actual or possible conflicts of interest, it shall inform such person of the basis for such belief and
If, after hearing the response of any such Trustees, officer or member of a
committee with Board-delegated powers, and making such further investigation as may be
warranted in the circumstances, the Board of Trustees or committee determines that such person
has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate
6.5 Records of Proceedings. The minutes of the Board of Trustees and all
(a) Conclusions. The names of the persons who disclosed or otherwise were
found to have a Financial Interest in connection with an actual or possible conflict of interest, the
nature of the Financial Interest, any action taken to determine whether a conflict of interest was
present, and the Board's or committee's decision as to whether a conflict of interest in fact
existed.
(b) Persons Present. The names of the persons who were present for
discussions and votes relating to the transaction or arrangement, the content of the discussion,
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including any alternatives to the proposed transaction or arrangement, and a record of any votes
6.6 Compensation.
directly or indirectly, from the Corporation for services is precluded from voting on matters
compensation matters and who receives compensation, directly or indirectly, from the
Corporation for services is precluded from voting on matters pertaining to that member’s
compensation.
6.7 Annual Statements. Each Trustee, officer and member of a committee with
Board-delegated powers shall annually sign a statement which affirms that such person:
order to maintain its federal tax exemption it must engage primarily in activities which
consistent with its nonprofit purposes and that it does not engage in activities that could
jeopardize its status as an organization exempt from federal income tax or subject any individual
to excise tax, periodic reviews shall be conducted. The periodic reviews shall, at a minimum,
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include whether compensation arrangements and benefits are reasonable and are the result of
arms-length bargaining.
6.9 Use of Outside Experts. In conducting the periodic reviews provided for in
Section 7.8, the Corporation may, but need not, use outside advisors. If outside experts are used
their use shall not relieve the Board of Trustees of its responsibility for ensuring that periodic
ARTICLE VII
NOTICES
Bylaws or otherwise, to be given to any person or entity, it may be given either personally or by
sending a copy thereof by first class mail, postage prepaid, or by telegram, charges prepaid, or by
overnight express delivery service, charges prepaid, to the address of the appropriate person or
entity as it appears on the books of the corporation or by telecopier to the appropriate number. If
the notice is sent by mail or telegraph or overnight express delivery, it shall be deemed to have
been given when deposited in the United States Mail or with a telegraph office for transmission
or delivered to the overnight express delivery service. If the notice is sent by telecopier, it shall
be deemed to have been given when confirmation by the recipient is received by the sender.
otherwise, a waiver of such notice in writing, signed by the person or persons or on behalf of the
entity or entities entitled to receive the notice shall be deemed equivalent to the giving of such
notice, whether the waiver is signed before or after the time required for such notice. Except as
otherwise required by law, the waiver of notice need not state the business to be transacted at nor
the purpose of the meeting, except that the waiver of notice of a special meeting of the Board of
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Trustees shall specify the general nature of the business to be transacted at the meeting.
Attendance at any meeting shall constitute waiver of notice of such meeting, except where a
person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to
the transaction of business because the meeting was not called or convened upon proper notice.
ARTICLE VIII
DISSOLUTION
Corporation's assets, after all debts and expenses have been paid or provided for, shall be
which would then qualify under the provisions of Section 501(c)(3) of the Code.
ARTICLE IX
LIMITATION OF LIABILITY AND INDEMNIFICATION
9.1 Third Party Actions. The Corporation shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or completed action, suit or
the right of the Corporation) by reason of the fact that the person is or was a Trustee or officer of
the Corporation, or is or was serving at the request of the Corporation as a Trustee, officer or
representative of another Corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, actually
and reasonably incurred by the person in connection with such threatened, pending or completed
9.2 Derivative Actions. The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or completed action or suit
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by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that
the person is or was an employee, Trustee or officer of the Corporation, or is or was serving at
partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement, actually and reasonably incurred by the person
or 9.02 shall be automatic and shall not require any determination that indemnification is proper,
except that no indemnification shall be made in any case where the act or failure to act giving
rise to the claim for indemnification is determined by a court to have constituted willful
misconduct or recklessness.
under this Article shall be paid by the Corporation in advance of the final disposition of any
action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay
such amount if it shall ultimately be determined by a court of competent jurisdiction that she or
Corporation may, at the discretion and to the extent determined by the Board of Trustees of the
Corporation, (i) indemnify any person who neither is nor was a Trustee or officer of the
Corporation but who is or was a party or is threatened to be made a party to any threatened,
investigative (and whether brought by or in the right of the Corporation), by reason of the fact
that the person is or was an employee, agent or other representative of the Corporation, against
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expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, actually
and reasonably incurred by the person in connection with such threatened, pending or completed
action, suit or proceeding and (ii) pay such expenses in advance of the final disposition of such
action, suit or proceeding, upon receipt of an undertaking of the kind described in Section 9.4.
that has the effect of limiting a person's rights to indemnification with respect to any act or
failure to act occurring prior to the date of adoption of such amendment or modification shall not
be effective as to that person unless she or he consents in writing to be bound by the amendment
pursuant to these Bylaws to a person shall inure to the benefit of the heirs, executors and
ARTICLE X
MISCELLANEOUS
10.1 Corporate Records. The Corporation shall keep a record of the proceedings of
the Board of Trustees, a copy of the Bylaws, and all amendments thereto, certified by the
Secretary and appropriate, complete and accurate books and records of accounts, which records
shall be kept at either the registered office of the Corporation and/or at such other reasonably
10.2 Fiscal Year. The fiscal year of the Corporation shall be as the Board of Trustees
may determine.
by law or in these Bylaws, all contracts, deeds, mortgages, obligations, documents and
instruments, whether or not requiring a seal, may be executed by the President and attested by
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the Secretary or the Treasurer or an Assistant Secretary or Assistant Treasurer, if any, or may be
executed or attested, or both, by such other person or persons as may be specifically designated
by resolution of the Board of Trustees. All checks, notes, drafts and orders for the payment of
money shall be signed by such one or more officers or agents as the Board of Trustees may from
communications equipment by means of which all persons participating in the meeting can hear
each other. Participation in a meeting pursuant to this Section shall constitute presence in person
at such a meeting.
ARTICLE XI
AMENDMENT OF BYLAWS
repealed by a majority vote of the members of the Board of Trustees at any regular or special
meeting duly convened after notice to the Trustees for that purpose; or by unanimous written
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