articles of cooperation and by-laws - iligan agri-rainbow producers cooperative

7/23/2019 ARTICLES OF COOPERATION and BY-LAWS - Iligan Agri-rainbow Producers Cooperative

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ARTICLES OF COOPERATIONOF

ILIGAN AGRI-RAINBOW PRODUCERS COOPERATIVE(Name of Cooperative)

KNOW ALL MEN BY THESE PRESENTS:

We, the undersigned Filipino citizens all of legal age and residents of the Philippines, have on this

day agreed to form a primary Agriculur!l C""#$r!i%$, under the laws of the Republic of the

Philippines.

AND WE HEREBY CERTIFY:

ARTICLE I

NAME OF THE COOPERATIVE

That the name of this Cooperative shall be ILIGAN AGRI-RAINBOW PRODUCERSCOOPERATIVE.

ARTICLE II

OB&ECTIVES

That the obectives for which this Cooperative is formed are!

Primary

". To encourage thrift and savings mobilization among the members#

$. To provide goods and services and other re%uirements of the members#

&. To underta'e re(lending activities#

). To promote the cooperative as a *Way of +ife for improving the social and economic

well(being of the people#

-. To do any related activity of the members, improve social andor economic well being

under a truly ust democratic society#

/. To wor' with the cooperative movement, non(governmental and government

organizationentities in the promotion and development of cooperatives and in carryingout government policies#

0. To underta'e other activities for the effective and efficient implementation of the

provision of the Cooperative Code.

Secondary

1n addition to the obectives and purposes provided for under Republic 2ct 3o. /4&5 which are

hereby made an integral part of this 2rticles of Cooperation, this Cooperative adopts the followingsecondary obectives!

ARTICLES OF COOPERATION and By-Laws Iligan Agri-Rainbow Producers Cooperative Page 1of 16


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". To actively support the government and other concerned organizations, both local and

foreign, in promoting cooperatives as a practical means towards sustainable socio(economic development under a truly ust and democratic society#

$. To develop the 'nowledge of the members on the principles and practices ofcooperatives to enable them to actively and competently participate in managing the

affairs of the Cooperative#

&. To institutionalize a dynamic savings mobilization and capital build(up schemes to

sustain its development activities and long(term investments, thereby ensuringoptimum economic benefits to the members, their families and the general public#

). To implement policy guidelines that will ensure transparency, e%uitable access to itsresources and services and promote the interest of their members# and

-. To adopt such other plans as may help the welfare of the members, their families and

the community.

ARTICLE III

POWERS AND CAPACITIES

1n the furtherance of and not in limitation to the powers and capacities conferred by Republic 2ct3o. /4&5, this Cooperative shall have the following uridical powers and capacities!

". To draw, ma'e, accept, endorse, guarantee, e6ecute and issue promissory notes, bills ofe6change, debentures, bonds, drafts, warrants, certificates and all other 'inds of

obligations and instruments in connection with its lawful business operations#

$. To contract indebtedness andor enter into oint ventures with local or foreign entities in

order to achieve its goals and economic plans and programs#

&. To purchase, receive, ta'e or grant, hold, convey, sell, lease, pledge, mortgage, and

otherwise deal with such real and personal property as the transaction of its lawfulaffairs may reasonably and necessarily re%uire, subect to the limitations prescribed by

law and the Constitution of the Philippines#

). To e6ercise such other powers as may be essential and necessary to carry out its

obectives in accordance with law.

ARTICLE IV

AREA OF OPERATION

That this Cooperative shall operate within and its principal office shall be located at Ci'

Agriculuri( O))ic$* IB&T-N"r+* Hi,!#l!,",* Ilig!, Ci'.

ARTICLE V

TERM OF EISTENCE

That the term for which this cooperative shall e6ist is FIFTY ./01years from the date of itsregistration with the Cooperative 7evelopment 2uthority.

ARTICLE VI

COMMON BOND OF MEMBERSHIP

ARTICLES OF COOPERATION and By-Laws Iligan Agri-Rainbow Producers Cooperative

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That the common bond of membership of this Cooperative is A(("ci!i",!land shall be open to

all natural persons who are Filipino citizens, of legal age, with the capacity to contract, possess allthe %ualifications, and none of the dis%ualification, provided for in the 8y(+aws.

ARTICLE VII

NAME* NATIONALITY AND ADDRESS OF COOPERATORS

NAME NATIONALITY ADDRESS

". Pio Reyno 7. 9erona Filipino 9erona, :inaplanon, 1ligan City

$. ;rlinda 3. :alibas Filipino . =endoza Filipino ?iwalan, 1ligan City

-. Remedios 2. @y Filipino Alas, Tipanoy, 1ligan City

/. Walter A. +ituan Filipino Pala(o, 1ligan City

0. Conrado +. 2reola Filipino +umbatin, 1ligan City

5. uliana 2. Apiniano Filipino 7el Carmen, 1ligan City

"0. 2le6ander ;. 8ranzuela Filipino ovito 8ranzuela Filipino :inaplanon, 1ligan City

$. Richie 3. +ozano Filipino :inaplanon, 1ligan City

ARTICLE VIII

BOARD OF DIRECTORS

That the number of directors of this Cooperative shall be FIVE ./1and the names, citizenship, andresidence of the founding directors who are to serve until their successors shall have been elected

and %ualified as provided in the 8y(+aws are!

NAME CITI2ENSHIP

ADDRESS

". Pio Reyno 8. 9erona Filipino 9erona, :inaplanon, 1ligan City

$. ;rlinda 3. :alibas Filipino


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SUBSCRIBED AND PAID-UP SHARE CAPITAL

That at least twenty(five percent D$-E of the authorized share capital has been subscribed and at

least twenty(five percent D$-E of the total subscription has been paid by the following member(

subscribers!

N!9$

A9"u, ")

Su(cri$4

C!#i!l

Nu9$r ")

S+!r$(Su(cri$

4

A9"u,

S+!r$(

P!i4

Nu9$r

") S+!r$(

P!i4

M$9$r(+i#F$$

aE Pio Reyno 8. 9erona P&,$. &$ P5. 5 P$.

bE ;rlinda 3. :alibas P&,$. &$ P5. 5 P$.

cE =arivic 2. =abayo P&,$. &$ P5. 5 P$.

dE Rosabella >. =endoza P&,$. &$ P5. 5 P$.

eE Remedios 2. @y P&,$. &$ P5. 5 P$.

fE Walter A. +ituan P&,$. &$ P5. 5 P$.

gE Conrado +. 2reola P&,$. &$ P5. 5 P$.

hE


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". Pio Reyno 8. 9erona

$. ;rlinda 3. :alibas

&. =arivic 2. =abayo

). Rosabella >. =endoza

-. Remedios 2. @y

/. Walter A. +ituan

0. Conrado +. 2reola

5. uliana 2. Apiniano

"0. 2le6ander :. 8ranzuela

"5. =arie 9race :. :alibas"4. >ovito 8ranzuela

$. Richie =. +ozano

SIGNED IN THE PRESENCE OF:

R"g$li" A8 E,gl!i$r!

7ivision Chief

;37;B, C7+A

Lili$+ Y8 R!


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C72 ;GPR;


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b) Patronize the "ooperative6s businesses and services*

c) Participate in the membership education programs*

d) #ttend and participate in the deliberation of all matters ta%en duringeneral #ssembly meetings*

e) 7bserve and obey all lawful orders, decisions, rules and regulations adopted

by the Board of irectors and the eneral #ssembly* and

f) Promote the goals and objectives of the "ooperative, the success of its

business, the welfare of its members and the cooperative movement in

general

Sectio )" Member Entitled to Vote. #ny member who meets the following

conditions is a member entitled to vote(

a) Paid the membership fee and the value of at least eight 02) shares*

b) 8ot delin'uent in the payment of his share capital subscriptions and other

accounts or obligations*

c) 8ot violated any provision of this By-Laws* the terms and conditions of thesubscription agreement* and the decisions, guidelines, rules and

regulations promulgated by the Board of irectors and the eneral

#ssembly*

d) "ompleted the basic orientation training program prescribed by the Board

of irectors* and

e) Participates in the affairs of the "ooperative and patronizes its businesses

Sectio *" Rihts of a Reular Member Entitled to Vote. # member entitled to

vote shall have the following rights(

a) Participate and vote on all matters deliberated upon during general

assembly meetings*

b) 3ee% any elective or appointive position, subject to the provisions of thisBy-Laws and the "ooperative "ode of the Philippines*

c) #vail himself of the services of the "ooperative, subject to certain

conditions as may be prescribed by the Board of irectors*

d) 9nspect and e4amine the boo%s of accounts, the minutes, the share

register, and other records of the "ooperative during office hours* and

e) 3uch other rights and privileges as may be provided by the eneral

#ssembly

Sectio !+" !iabilit" of Members. # member shall be liable for the debts of the

"ooperative only to the e4tent of his subscribed share capital

Sectio !!" Suspension of Membership. # member who is delin'uent in thepayment of his share subscription and for other causes detrimental to the interest of

the cooperative may be suspended in accordance with the guidelines on suspension

of members prescribed by the Board of irectors duly approved by the eneral

#ssembly

Sectio !#" #ermination of Membership. !ermination of membership may beautomatic, voluntary or involuntary 9t shall have the effect of e4tinguishing all

rights of a members in the "ooperative subject to the provisions of 3ection :1 of thisBy-Laws as may be provided by the eneral #ssembly

#ny member whose membership in the cooperative was terminated shall be entitled

to a refund of his share capital pursuant to #rticle 1: of the "ooperative "ode


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Sectio !$" Manner of #erminatin Membership and Refund of Share CapitalContribution. Within fifteen 0:;) days from registration of these By-Laws, the

Board of irectors shall prescribe guidelines relative to the manner of terminating

and suspension of membership and refund of share capital contribution of members

in accordance with the provisions of the "ooperative "ode

ARTICLE III

GOVERNMENT

Sectio !%" #he $eneral Assembl". !he eneral #ssembly is composed of all the

members entitled to vote and is the highest governing body of the "ooperative

Sectio !&" %o&ers of the $eneral Assembl". 3ubject to the Provisions of the"ooperative "ode of the Philippines and the rules issued thereunder, the eneral

#ssembly duly assembled shall have the following powers(

a) !o adopt and amend its #rticle of "ooperation and By-Laws in accordance

with law*

b) !o elect, appoint or remove for cause any member of the Board of

irectors, officer or committee member of the "ooperative*

c) !o review, approve, modify or reject development plans and programs ofthe "ooperative including the annual budget*

d) !o review and pass upon the reports of the Board of irectors, 7fficers and

committees*

e) !o review, approve, modify or reject any substantial change in the financial

and operational policies of the "ooperative*

f) !o adopt a "ooperative seal and e4ercise all other powers as may beauthorized by law

Sectio !'" Meetins. inaplanon, 9ligan "ity, or any place within the

Philippines on the date fi4ed by the Board of directors, provided that, such date shall

be within ninety 0?/) days after the close of each fiscal year !he fiscal year of this

"ooperative shall commence on the first day of =anuary and ends at the last day ofecember and every year thereafter

Sectio !)" Special $eneral Assembl" Meetin. !he Board of irectors may, by

a majority vote of all its members, call a special general assembly meeting at anytime to consider urgent matters re'uiring immediate membership decision !he

Board of irectors may li%ewise call a special general assembly meeting in

accordance with #rticle 1;0.) of the "ooperative "ode

Sectio !*" 'otice of Meetin. #ll notices of meetings shall be issued by the

3ecretary of the "ooperative specifying in writing the date, time, place and the

agenda thereof

Sectio #+" Aenda. #s far as practicable, the order of business of a regular

general assembly meeting shall be(

a) "all to 7rder*

b) $oll "all*

c) Proof of ue 8otice*


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d) eclaration of Presence of @uorum*

e) "onsideration of the


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e) Being an official or employee of the "ooperative evelopment #uthority*and

f) >aving been dis'ualified by law, to wit(

:) #ny person finally convicted judicially of an offense involving moral

turpitude, fraud, embezzlement, theft, estafa, counterfeiting,

misappropriation, forgery, false oath or other fraudulent act or

transgression*.) #ny person judicially declared to be insolvent*

1) "onvection by final judgment of an offense punishable for a period

e4ceeding si4 0A) years

Sectio #'" Election of Directors. !he members of the Board of irectors shall

be elected by secret ballot by members entitled to vote during the annual regular

general assembly meeting +nless earlier removed for cause, or have resigned or

become incapacitated, they shall hold office for a term of two 0.) years or until theirsuccessors shall have been elected and 'ualified* Provided, that majority of the

elected directors obtaining the highest number of votes during the first election after

registration shall serve for two 0.) years, and the remaining directors for one year

!hereafter, all directors shall be elected for a term of two 0.) years* the term of theincorporating directors shall e4pire upon the election of their successors in the first

regular general assembly after registration

Sectio #(" Election of Officers. !he Board of irectors shall convene within ten0:/) days after the regular general assembly to elect by secret ballot from among

themselves the "hairman, and the ice "hairman, and to appoint or elect the

3ecretary and !reasurer from outside of the Board !he elected&appointed officers

shall hold office for a term of two 0.) years or until their successors shall have beenelected&appointed and actually assumed the functions of their positions 8o two 0.)

or more persons with relationships up to the third civil degree of consanguinity or

affinity shall hold any elective or appointive position in the same Board or"ommittee

Sectio #)" Meetin of Directors. !he regular meeting of the Board of irectors

shall be held at least once a month >owever, the "hairman or, in his absence, the

ice-"hairman, or majority of the directors may at any time call a special Boardmeeting to consider urgent matters 8otice shall be given in writing to all the

members at least three 01) days prior to such meeting by the director&s calling such

meeting

#ny decision or action ta%en by the Board of irectors constituting a majority 0:&.

plus :) of members shall constitute a 'uorum in a meeting duly assembled shall be avalid cooperative act

Sectio #*" Vacancies. #ny vacancy occurring in the Board of irectors by reason

of death, incapacity, removal or resignation may be filled by a majority vote of the

remaining directors, if still constituting a 'uorum* otherwise, such vacancy shall be

filled by the general assembly in a regular or special meeting called for the purpose!he elected director shall serve only for the une4pired term of his predecessor in

office

Sectio $+" Removal of Directors and Committee Members. #ny director orcommittee member elected by the general assembly may be removed from office for

cause by a vote of at least two-thirds 0.&1) of the members entitled to vote presentand constituting a 'uorum in a regular or special general assembly meeting called for

the purpose after having been given the opportunity to be heard

#n officer elected or appointed by the Board of irectors or any committee may be

removed from office for cause by a majority vote of all the members of the Board or

"ommittee as the case may be


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Sectio $!" %o&ers and Duties of the (oard. !he Board of irectors shall directand supervise the business, manage the property of the "ooperative and may, by

resolution, e4ercise all such powers of the "ooperative as are not reserved for the

general assembly under this By-Laws and the "ooperative "ode of the Philippines

ARTICLE V

COMMITTEES

Sectio $#" Audit* Election* Credit* Conciliation and Education Committees.#n #udit, 5lection, "redit and "onciliation "ommittees are hereby created and shall

be composed of three 01) members each to be elected during a general assembly

meeting and shall hold office for a term of two 0.) years or until their successors

shall have been elected and 'ualified Within ten 0:/) days after their election, theyshall elect from among themselves a "hairman 54cept the 5ducation "ommittee, no

member of the committees shall hold any other position within the "ooperative

during his term of office and no member of the committees shall be related to each

other up to third degree of consanguinity or affinity

5ach "ommittee shall promulgate rules and regulations that shall govern the conduct

of "ommittee affairs to be approved by the Board of irectors and ratified by the

eneral #ssembly

!he A,it Co..ittee shall provide internal audit service, maintain a complete

record of its e4amination and inventory, and submit an audited financial report

'uarterly or whenever re'uired by the Board and the eneral #ssembly #s far aspracticable, members of the #udit "ommittee shall have a bac%ground in accounting

and&or boo%%eeping

!he E/ectio Co..ittee shall be vested with the powers to pass upon the'ualifications of candidates, supervise the conduct of elections, canvass and certify in

writing the returns, proclaim the winning candidates, and hear and decide all electionprotests 5lection protests filed by or against the 5lection "ommittee member shall

be decided by the Board of irectors

!he decision of the 5lection "ommittee is appealable to the Board of irectors within

:; days from receipt thereof and shall decide the case within thirty 01/) days after

receipt to the records of the case !he decision of the Board can be elevated to the"ooperative evelopment #uthority within :; days from receipt of said decision for

mediation&conciliation proceeding

!he C0eit Co..ittee shall be responsible for the credit management of the

cooperative 9n the performance of its functions, it shall process, evaluate and actupon loan application and withdrawal of deposits, e4cept when the applicant is a

member of the committee, in which case, the application shall be acted upon by the

Board of irectors* and e4ercise general supervision, including collection over allloans to members

!he Coci/i1tio Co..ittee shall have the following powers and functions( to

conciliate, hear and decide all intra-cooperative disputes between and&or amongmembers, officers, directors and the community* subject to the approval of the

general assembly, to issue supplemental rules and procedures concerning conciliation

processes as may be deemed necessary* and to e4ercise such other powers as may

be necessary to ensure speedy, just, e'uitable and ine4pensive settlement of

disputes within the "ooperative

!he 5ducation "ommittee is hereby created with the ice-"hairman of the Board of

irectors as its "hairman and such number of members as the Board may deemfeasible 9t shall be responsible for the planning and implementation of the

information, educational and human resource development programs of the

"ooperative for its members, officers and communities within its area of operation


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Sectio $$" Other Committees. !he Board of irectors may form such othercommittees as may be deemed necessary for the smooth operation of the

"ooperative

ARTICLE VIOFFICERS OF THE COOPERATIVE

Sectio $%" Officers and their Duties. !he cooperative shall have a "hairman,ice-"hairman, !reasurer and a 3ecretary who shall serve according to the functionsof their respective officers as follows(

C21i0.1C the "hairman shall(

a) Preside over all meetings of the cooperative and of the Board of irectors*

b) 3ign all share certificates revolving fund certificates, contracts and other

instruments or papers essential to the operations of the "ooperative* and

c) Perform such other necessary functions, subject to the restrictions as maybe imposed by the Board of irectors or the general assembly

Vice-C21i0.1 C !he ice-"hairman shall, in the absence or incapacity of the

"hairman, discharge the duties and responsibilities of the "hairman* provided,

however, that in case of death, resignation, removal or permanent incapacity of the"hairman, the Board of irectors may elect a new "hairman !he ice-"hairman of

the Board shall serve as e4-officio chairman of the 5ducation and !raining

"ommittee

T0e13,0e0 C !he !reasurer shall(

a) !a%e custody of all monies, securities and papers ac'uired by the

cooperative, and maintain a complete records of all its functions*

b) Deep a complete record of its cash transactions for the establishment of

proof of his cash position at any given time and date*

c) Pay all financial obligations incurred by the "ooperative as approved by the


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e) #ct as !reasurer in case of the latter6s absence or inability to perform hisduties, and perform such other duties as the Board of irectors may

prescribe

Sectio $&" !iabilities of Directors* Officers + Committee Members.

irectors, officers and committee members who willfully and %nowingly vote for orassent to patently unlawful acts or who are guilty of gross negligence or bad faith in

directing the affairs of the "ooperative or ac'uire any personal or pecuniary interest

in conflict with their duties as directors, officers or committee members shall be

liable jointly and

When a director, officer or committee member attempts to ac'uire or ac'uires,

violation of his duties, any interest or e'uity adverse to the "ooperative in respect to

an matter which has been reposed in him in confidence, he shall, as a trustee for the"ooperative, be liable for damages or loss of profits which otherwise would have

accrued to the "ooperative

Sectio $'" Manaement Staff. !he Board of irectors shall appoint the

members the e must have at least two 0.) years e4perience in the operations of

"ooperative or related business*

c) >e must not be engaged directly or indirectly in any activity similar to the

business of the "ooperative*

d) >e must not have been convicted of any administrative, civil or criminalcase involving moral turpitude, gross negligence or grave misconduct in theperformance of his duties*

e) >e must not be addicted to any form of gambling or immoral or vicious

habits*

f) #t the time of his appointment he must have no pending administrative,

civil or criminal case involving financial and&or property accountabilities*and

g) >e must be willing to undergo pre-service and&or in service training

#he $eneral Manaershall have the following duties(

a) >ave general charge of all the phases of the business operations of the

"ooperative, subject to the policies and guidelines set by the Board of

irectors and the eneral #ssembly*

b)


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#he Accountant,(oo--eeper.C 8o person shall be appointed to the position ofaccountant&boo%%eeper unless he possesses the following 'ualifications and none of

the dis'ualifications enumerated below(

a) >e must be %nowledgeable in accounting and boo%%eeping and must have

at least two 0.) years e4perience in "ooperative or related business*

b) >e must not be engaged directly or indirectly in any activity similar to the

business of the "ooperative*c) >e must not be convicted of any administrative civil or criminal case

involving moral turpitude, gross negligence or grave misconduct in the

performance of his duties*

d) >e must not be addicted to any form of gambling or immoral or vicious

habits*

e) >e must be willing to undergo pre-service and&or in-service trainings in

accounting* and

f) #t the time of his appointment, he must have no pending administrative,

civil or criminal case involving financial and&or property accountabilities

!he Acco,t1t o5 t2e Coo6e01ti7e, who shall be under the supervision and

control of the eneral


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Sectio %!"

Sectio %#"

Sectio %$"

ARTICLE 8

SETTLEMENT OF DISPUTES

Sectio %%" Conciliation %rocedures. #s far as practicable, all intra-cooperativedisputes shall be settled within the "ooperative For this purpose, the Board of

irectors within fifteen 0:;) days from registration hereof with "# shall prescribe

appropriate $ules of "onciliation Procedure for the proper and orderly disposition of

cooperative dispute

ARTICLE 8

MISCELLANEOUS

Sectio %&" 1nvestment of Capital. !he "ooperative may invest its capital in any

manner authorized by law upon approval by the general assembly

Sectio %'" Accountin S"stem. !he "ooperative shall %eep, maintain andpreserve all its boo%s of accounts and other financial records in accordance with

generally accepted accounting principles and practices applied consistently from year

to year, and subject to e4isting rules and laws

Sectio %(" E2ternal Audit. #t least once a year, the Board of irectors shall in

consultation with the #udit "ommittee cause the audit of the boo%s of accounts ofthe "ooperative by an independent "ertified Public #ccountant

Sectio %)" Annual Report. uring the annual regular general assembly meeting,

the "ooperative shall submit a report of its operations to the general assembly

together with the audited financial statements !he annual report shall be certified

by the "hairman, !reasurer,


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9L9#8 #$9-$#98B7W P$7+"5$3 "77P5$#!95"ity #griculture 7ffice, 9B=! 8orth >inaplanon

9ligan "ity

C E R T I F I C A T I O N

TO WHOM IT MAY CONCERN:

!his is to certify that the 9L9#8 #$9-$#98B7W P$7+"5$3 "77P5$#!95

located at "ity #griculture 7ffice, 9B=!-8orth, >inaplanon, 9ligan "ity, is using thestandard charts of accounts for provident, credit, and other types of "ooperative with

provident&credit services

!his is issued upon the re'uest of the above-named cooperative for whateverpurposes it may serve best

9ssued this day of

articles of cooperation and by-laws - iligan agri-rainbow producers cooperative

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