The following OISC constitution is enacted pursuant to the order of the Ontario Soccer ( OS ) and is based upon their OS Model Club By-Law.

Transcription

1 Constitution for the Ottawa Internationals Soccer Club (OISC) Modified and Approved at AGM on November 28, 2017 Strikeouts to be approved at 2018 AGM The following OISC constitution is enacted pursuant to the order of the Ontario Soccer ( OS ) and is based upon their OS Model Club By-Law. Article 1: NAME The name of this soccer club shall be the Ottawa Internationals Soccer Club, hereinafter referred to as the Club. The headquarters of the Club shall be located within the District Boundaries of the Eastern Ontario District Soccer Association ( EODSA or the District Association ), hereinafter referred to as either the Boundaries of the District Association or the Boundaries. The name of the Club shall be the Ottawa Internationals Soccer Club, hereinafter referred to as OISC or the Club. The headquarters of the Club shall be situated in the City of Ottawa, within the District Boundaries of the Eastern Ontario Soccer Association (EODSA or District Association), hereinafter referred to as Boundaries. Article 2: OBJECTS The Club shall have the following objects: 1. To promote and develop the game of soccer within the Boundaries; and 2. To help individuals to develop their character as resourceful and responsible members of their community by providing opportunities, through the game of soccer, to enhance their mental, physical, social and leadership development. 1. To foster, encourage, and develop and improve the game of soccer within the Club and its boundaries; 2. To provide different levels of competition for all who desire to participate in soccer, giving due consideration to their individual capabilities; and, 3. To exercise general supervision and direction over the club s business for the benefit of its members and for its players, coaches, managers and executive, with emphasis on the enhancement of good character, leadership and sportsmanship, within their community.

2 Article 3: AFFILIATIONS The Club shall be a Member of the EODSA and shall follow the published rules of the District Association and the OS. The Club is subject to the published rules in declining order of authority of the following governing organizations to which it is affiliated: 1. The Canadian Soccer Association ( CSA ); 2. Ontario Soccer ( OS ); 3. The EODSA; and 4. The Club. Article 4: MEMBERSHIP Membership in the Club for a particular year is restricted to registered players and coaches associated with that summer s teams competing in leagues such as the ERSL, OCSL and SSSL. Individuals other than those associated with summer teams who are instead associated with the Club s development programs such as the Fall, Spring, and Winter programs, or with Keeper training, So-Fit, or DSP are not eligible for membership in the Club. The purpose of training programs is to develop players so that they will be able to move to league teams. Regular Member A Regular Member is either a registered player on an adult summer league team of the Club or a youth summer league team of the Club (or the parent(s) or legal guardian(s) of any registered player who is not of legal voting age),a registered club coach, a registered team official, or a registered club administrator. Participants in the Club s development programs, including teams in winter leagues, are not Regular Members and shall not be entitled to vote at the AGM and at any SGM. Every Regular Member shall have the right to attend and to speak at the Club s AGM or at any SGM. Note in Article 6 that there shall be a maximum of two voting Regular Members per summer team at the AGM and at any SGM. Although an individual may qualify for, and be registered under, more than one of the above membership categories, for purposes of voting at Members meetings, each individual shall be

3 deemed to hold only one membership in the Club, and shall be entitled to only one vote at Members meetings. Members Ratify Team Fees Fees for summer teams competing in leagues shall be set by the Board of Directors of the Club and presented to the Membership for ratification at the annual general meeting ( AGM ) of the Club. Discipline of Member A Member may be fined, suspended or expelled from Membership for cause and only after charges have been laid in accordance with the Club s published rules and a hearing held in accordance with the Club s and the OSA s published rules. An individual whose Membership has been suspended loses all rights of Membership until the suspension has been terminated. Player, team and team official discipline proceedings for game infractions are governed by and conducted in accordance with the discipline procedures published by the OSA. Any Member who infringes the Articles or rules of the Club or brings the Club into disrepute may be fined, suspended or expelled from the Club after a hearing by the Board of Directors of the Club at which hearing the Member is entitled to attend Termination of Member Membership in the Club shall be deemed to have been terminated: If the Member submits a signed letter of resignation to the Club; If the Member is expelled by the Club s Board of Directors; or If the Member is no longer registered with the Club. Section 1: Zone Membership in the Club is open to all residents within the territory of the Club s Headquarters; however the Board of Directors may designate other persons who reside within the boundaries to be eligible for membership if thought appropriate. Section 2: Regular Member Membership is conferred upon either a registered player on an adult summer league team of the Club or a youth summer league team of the Club (or the parent(s) or legal guardian(s) of any registered player

4 who is not of legal voting age), a Member of the Club s Board of Directors; a registered club coach, a registered team official, or a registered club administrator. Section: 3 Non-members (Development Program Participants) Individuals associated with the Club s development programs such as the Fall, Spring, and Winter programs, or with Keeper training, Womens or Mens skills training programs, or DSP are not eligible for membership in the Club. The purpose of training programs is to develop players so that they will be able to move to the club s summer league teams, if they wish to do so. Participants in the Club s development programs, including teams in winter leagues, are not Regular Members and shall not be entitled to vote at the AGM and at any SGM. Section 4: Member Rights Every Regular Member shall have the right to attend and to speak at the Club s AGM or at any SGM. Note in Article 6 that there shall be a maximum of two voting Regular Members per summer team at the AGM and at any SGM. Although an individual may qualify for, and be registered under, more than one of the above membership categories, for purposes of voting at Members meetings, each individual shall be deemed to hold only one membership in the Club, and shall be entitled to only one vote at Members meetings. Fees for summer teams competing in leagues shall be set by the Board of Directors of the Club and presented to the Membership for ratification at the annual general meeting ( AGM ) of the Club. Section 5: Discipline A Member may be fined, suspended or expelled from Membership for cause and only after charges have been laid in accordance with the Club s published rules and a hearing held in accordance with the Club s and OS s published rules. An individual whose Membership has been suspended loses all rights of Membership until the suspension has been terminated. Player, team and team official discipline proceedings for game infractions are governed by and conducted in accordance with the discipline procedures published by OS. Any Member who infringes the Articles or rules of the Club or brings the Club into disrepute may be fined, suspended or expelled from the Club after a hearing by the Board of Directors of the Club at which hearing the Member is entitled to attend. Section 6: Termination of Membership

5 Membership in the Club shall be deemed to have been terminated: If the member is deceased; If the Member submits a signed letter of resignation to the Club; If the Member is expelled by the Club s Board of Directors; If the Member is no longer registered with the Club; or, If the Club is dissolved or ceases operations. Article 5: BOARD OF DIRECTORS The Club shall be governed by a Board of Directors which shall consist of at least eleven individuals, or such number not to be less than four as may be amended from time to time in accordance with the Club s By-Laws. These individuals shall hold the positions of: President VP Administration Secretary Treasurer Vice-President Mens Vice-President Women Vice-President Boys Competitive Vice-President Girls Competitive Vice-President Youth Recreational (age 12-19) Vice-President Fall and Winter Vice-President DSP A Director may hold more than one position. A Director shall be 18 years of age or older, shall be a Regular Member of the Club, and shall not be an undischarged bankrupt. A Director shall serve for a term of two years or until his or her successor is elected or appointed. The positions of President, Treasurer, Vice President Boys Competitive, and Vice-President Youth Recreational, Vice-President-DSP shall be elected in even numbered years while the positions of Vice-President Administration, Secretary, Vice-President Men, Vice President Women, Vice-President Fall and Winter and Vice-President Girls Competitive shall be elected in odd numbered years. Each Director shall have one vote at either the Board of Directors meeting or at any Committee meeting of the Board of Directors, including at any Executive Committee meeting.

6 The Board of Directors shall be authorized to appoint individuals with assigned responsibilities for specific tasks, such as field maintenance, tournaments, casual soccer clothing, sponsorship, etc. Any individuals so appointed may participate at any Committee meetings of the Board of Directors, including at any Executive Committee meetings, but will not have a vote at any such meetings and will not be required to stand for re-appointment at the Club s AGM. Director Vacancy A Director has the right to resign his or her position by submitting a signed letter of resignation to the Club. A vacancy on the Board of Directors, caused (i) by death or (ii) by resignation, which has been accepted by the Board of Directors, shall be filled by a majority vote of the Board of Directors. The successor Director shall hold his or her incumbent s Director s position and any other Board-related position(s) previously held by the incumbent for a period up to but not longer than the remainder of the term being filled, until the appointment can be ratified at a General Meeting of the Club. Removal of Director No member of the Board of Directors shall be removed for arbitrary reasons, but any Director may be removed if: 1. The Director is unable to perform the duties expected of the position due to, but not limited to, any of the following reasons: the Director becomes incapable of performing his/her duties associated with the business of the Club; the Director is absent from two or more meetings of the Board without satisfactory reason; the Director no longer resides in reasonable proximity to the Club; or the Director becomes, or is discovered to be, an undischarged bankrupt. 2. The Director has compromised the integrity of the Club due to, but not limited to, any of the following reasons: the Director has been found guilty of an offence under the Harassment Policy of the OSA; the Director has been found guilty of an offence involving violence under the Discipline Policy of the OSA; the Director has failed to properly account for monies or other property belonging to the Club; or the Director has been found guilty of a criminal offence regardless of whether or not the offence directly related to or affected the Club. A member of the Board of Directors may be removed from his/her Directorship, including any Boardrelated position(s) occupied by the Director, by the Board of Directors for good and sufficient cause by a two-thirds vote of the Board of Directors present, provided notice to remove the Director has

7 been given to all Directors of the Club. If a Director is removed by the Board of Directors, the Board of Directors may appoint a successor to the position(s) for a period up to but not longer than the remainder of the term being filled, until the appointment can be ratified at a General Meeting of the Club. A member of the Board of Directors may also be removed from his/her Directorship, including any Board-related position(s) occupied by the Director, for good and sufficient cause at a meeting of the Members of the Club, provided notice to remove the Director has been given to persons entitled to attend the Members meeting. If a Director is removed at a Members meeting, the Members entitled to vote may elect a successor to fill all position(s) held by the removed Director for a period up to but not longer than the remainder of the term being filled, until the appointment can be ratified at a General Meeting of the Club. Conflict of Interest and Standards of Conduct All Directors shall be subject to Conflict of Interest Policy 21.0 in the OSA s published rules. Duties of the Board of Directors The Board of Directors shall conduct the business of the Club during the periods between general meetings of the Club and in accordance with the authority granted to it in the rules and regulations of the Club. For this purpose, the Board of Directors shall constitute an Executive Committee as a standing committee of the Board, which shall be comprised of (i) members of the Board of Directors who shall be entitled to vote at such Executive Committee meetings as well as (ii) any other individuals who are either appointed by the Board of Directors or invited to one or more such Executive Committee meetings by the Board of Directors. The Board of Directors shall be responsible for the appointment and renewal of appointments of all positions within the Club except for those positions elected by the Membership of the Club. The responsibilities of the Board shall include the appointment of volunteers and paid positions for coaches and administrator positions within the Club s operations. The selection process and the appointments shall be based on procedures outlined in the Club s published rules. The Board of Directors may also revoke, for cause, any appointment provided that it has followed the procedures for revoking an appointment as outlined in the Club s published rules. Nominations and Elections

8 Nominations for positions on the Board of Directors may be made by any Member at the AGM or at a Special General Meeting ( SGM ) called for that purpose. Nominations and elections for vacant or newly-created positions shall be held in the order of the positions listed in the Constitution. Election shall be by secret ballot, but in the event only one candidate is nominated, no vote is required and the nominated candidate shall be declared elected by acclamation. A majority of the votes cast shall be required to elect Directors. In the event no candidate receives a majority, the candidate with the least votes shall be dropped from the ballot and another vote shall be held. Section 1 Board Composition The affairs of the Club shall be managed by the Board of Directors (BoD) referred to as Directors, and who may exercise all such powers and do all such acts and things as may be exercised or done by the Club that are not expressly directed or required to be done in some other manner by: 1. the By-Laws of the Club; 2. any special resolution of the Members at the AGM or SGM; or, 3. statute. The Board of Directors shall consist of the number of directors as set out in the Letters Patent (1 to 10) or such number of directors as may be determined from time to time by special resolution. Section 2 Eligibility Every Director shall be eighteen (18) or more years of age, shall be a Regular Member of the Club, and shall not be an undischarged bankrupt. Section 3: Officer Positions Election as a Director shall also be deemed appointment as an Officer of the Club. The Board of Directors shall consist of the following officer positions: President Secretary Treasurer Vice-President Mens Vice-President Womens Vice-President Boys Competitive Vice-President Girls Competitive

9 Vice-President Youth Recreational (age 12-19) Vice-President DSP Vice-President - Administration A Director may hold more than one officer position, but can only cast one vote at any Board meeting. The Board of Directors shall be authorized to appoint regular members to fulfill unelected administrative positions for specific tasks, such as field maintenance, tournaments, casual soccer clothing, sponsorship, etc. to the benefit of the club. Any individuals, so appointed, may participate at any Committee meetings of the Board of Directors, including at any Executive Committee meetings, but will not have a vote at any such meetings and will not be required to stand for re-appointment at the Club s AGM. Section 4: Terms of office Unless by removal or resignation, a Director shall serve for a term of two years or until his or her successor is elected or appointed; The positions of President, Treasurer, Vice President Boys Competitive, Vice-President Youth Recreational, and Vice-President-DSP shall be elected in even numbered years while the positions of Secretary, Vice-President Mens, Vice President Womens, Vice-President Girls Competitive, and Vice-President - Administration shall be elected in odd numbered years. Section 5: Vacancy Prior to the expiry of a Director s term, a Director has the right to resign either his or her Director s position, or, if holding more than one, the duties of an Officer s position, by submitting a signed letter of resignation to the Club. A vacancy caused (i) by death or (ii) by resignation, which has been accepted by the Board of Directors, shall be filled by a majority vote of the Board of Directors. Any officer position appointed by the Board, to fill a vacancy, is filled on an interim basis until ratified by members at an AGM or an SGM called for that purpose. Section 6: Removal No member of the Board of Directors shall be removed for arbitrary reasons, but any Director may be removed if:

10 1. The Director is unable to perform the duties expected of the position due to, but not limited to, any of the following reasons: the Director becomes incapable of performing his/her duties associated with the business of the Club; the Director is absent from two or more meetings of the Board without satisfactory reason; the Director no longer resides in reasonable proximity to the Club; or the Director becomes, or is discovered to be, an undischarged bankrupt. 2. The Director has compromised the integrity of the Club due to, but not limited to, any of the following reasons: the Director has been found guilty of an offence under the Harassment Policy of Ontario Soccer; the Director has been found guilty of an offence involving violence under the Discipline Policy of the Ontario Soccer; the Director has failed to properly account for monies or other property belonging to the Club; or the Director has been found guilty of a criminal offence regardless of whether or not the offence directly related to or affected the Club. A member of the Board of Directors may be removed from his/her Directorship, including any Boardrelated position(s) occupied by the Director, by the Board of Directors for good and sufficient cause by a two-thirds vote of the Board of Directors present, provided notice to remove the Director has been given to all Directors of the Club. If a Director is removed by the Board of Directors, the Board of Directors may appoint a successor to the position(s) for a period up to but not longer than the remainder of the term being filled, until the appointment can be ratified at a General Meeting of the Club. A member of the Board of Directors may also be removed from his/her Directorship, including any Boardrelated position(s) occupied by the Director, for good and sufficient cause at a meeting of the Members of the Club, provided notice to remove the Director has been given to persons entitled to attend the Members meeting. If a Director is removed at a Members meeting, the Members entitled to vote may elect a successor to fill all position(s) held by the removed Director for a period up to but not longer than the remainder of the term being filled, until the appointment can be ratified at a General Meeting of the Club. Section 7: Duties The Directors shall be subject to the Conflict of Interest Policy in Ontario Soccer s published rules. The Board of Directors shall conduct the business of the Club during the periods between general meetings of the Club and in accordance with the authority granted to it in the rules and regulations of the Club. For this purpose, the Board of Directors shall constitute an Executive Committee as a standing committee of the Board, which shall be comprised of (i) members of the Board of Directors who shall be entitled to vote at such Executive Committee meetings as well as (ii) any other individuals who are either

11 appointed by the Board of Directors or invited to one or more such Executive Committee meetings by the Board of Directors. The Board of Directors shall be responsible for the appointment and renewal of appointments of all positions within the Club except for those positions elected by the Membership of the Club. The responsibilities of the Board shall include the appointment of volunteers and paid positions for coaches and administrator positions within the Club s operations. The selection process and the appointments shall be based on procedures outlined in the Club s published rules. The Club s Corporate Secretary will develop and maintain written job descriptions for all Officer Positions and club employees. Please see the Appendix for current job descriptions. Section 8: Board Nominations and Elections Nominations for officer positions on the Board of Directors may be made by any Member at the AGM or at a Special General Meeting ( SGM ) called for that purpose. The nominee must be a Regular Member of the club or become a regular member of the club within ten (10) calendar days of being elected. Nominations, ratifications and elections for vacant or newly-created officer positions shall be held in the order of the positions listed in the Constitution. Election shall be by show of hands unless a Member present at the AGM/SGM requests the vote to be held by secret ballot, but in the event only one candidate is nominated, no vote is required and the nominated candidate shall be declared elected by acclamation. A simple majority (50%+1) of the votes cast shall be required to elect Directors. In the event no candidate receives a majority, the candidate with the least votes shall be dropped from the ballot and another vote shall be held. Article 6: MEETINGS Annual General Meetings: The Club shall hold its AGM not later than January 31 of the following year. The agenda of the AGM shall include: 1. Roll Call 2. Credentials Report

12 3. Minutes of Previous AGM 4. President s Address 5. Officers Reports 6. Treasurer s Report 7. Auditor s Report 8. Appointment of Auditors 9. Other Reports 10. Unfinished Business 11. Amendments to the By-Laws 12. Roll Call 13. Election of Officers and Directors 14. Any Other Business 15. Adjournment Special General Meetings: An SGM of the Club: 1. may be called by the Board of Directors, or 2. shall be called by the Board of Directors upon receipt of a written request submitted to the Club by registered mail, certified mail, trace mail, courier service, hand delivery, fax or , signed by not less than 25 Members or 25% of the voting Membership, whichever is less, setting out the items of business to be conducted at the SGM. The SGM shall be held within 30 days of receipt of the written request from the Members. Only the business set out in the notice of the SGM shall be considered. Notice of Meetings: Notice of the date of the AGM or SGM shall be made at least 30 days prior to the proposed date. Distribution of such notice shall be made in the most effective means available to reach the greatest number of Members using the Club s website and direct ing to all Club Members. Quorum: The quorum for the AGM, any SGM, or any Executive Committee meeting shall include at least 50% plus (1) of all Directors present at the meeting.

13 Voting: Each Club team which participates in an adult summer league or youth summer league shall have a maximum of two votes at the AGM and at any SGM. Each such team shall identify two Regular Members who shall represent the team and vote on the team s behalf ( team representatives ) at the AGM and at any SGM. The names of the two team representatives shall be provided to the club administrator by the first of July each year. No other Regular Members shall be permitted to cast a vote at the AGM or an SGM other than Regular Members who are on the Board of Directors. These members cannot represent a Club team. Voting members must be at least 18 years of age. Proxy Voting at General Meeting: Every Regular Member, or parent or guardian of a regular Member under the age of 16 18, entitled to vote at a meeting of Members may, by means of a proxy, appoint a person, who need not be a Member, as the member s nominee to attend and act at the meeting in the manner, to the extent and with the power conferred by the proxy. An individual may only hold one proxy. The format for the proxy, and the issue, or issues, for which the proxy may be cast are as defined in the Rules and Regulations. Board of Directors Meeting: The Board of Directors shall meet at least four (4) times per year, upon 14 days notice given by the Secretary, at such place and time as the Board of Directors may determine. A majority of the members of the Board of Directors shall form a quorum at all meetings of the Board of Directors. In the event that there is not a quorum present at any meeting of the Board of Directors, the meeting may proceed at the discretion of the Directors present, however, any decision taken by the Directors present at the meeting shall be of no force or effect unless and until such decision is ratified by the Board of Directors at a subsequent meeting of the Board at which a quorum of Directors are present. Motions arising at any Board of Directors meeting shall be decided by a majority of votes where each Director is entitled to cast one vote, irrespective of the number of officer positions held.

14 Article 7: COMMITTEES The Membership at any general meeting or a special meeting called for that purpose, or the Board of Directors at any meeting of the Board, may establish one or more standing committees or special committees to carry out specific business or programs of the Club. The Executive Committee of the Board of Directors constituted herein shall be a standing committee of the Board of Directors. Article 8: PROCEDURES GOVERNING MEETINGS: All meetings of the Club shall be conducted in accordance with the most recently published Robert s Rules of Order Newly Revised except as may be otherwise stipulated in this By-Law or in other Rules and Regulations of the Club. Article 9: CONSTITUTION AND AMENDMENTS: Amendments to the Constitution may be proposed by the Board of Directors, or submitted by a Member to the Club, in writing at least 21 days prior to an AGM of the Club. Any such amendment must be approved by a majority vote of the Board of Directors, and by a 2/3 vote of the Membership voting in person. Article 10: RULES AND REGULATIONS: The Club shall have Rules and Regulations which shall include, but are not limited to, the following: 1. discipline of a Member: summary of charges regarding misconduct; 2. discipline of a Member: procedures for discipline hearing; 3. duties of the Board of Directors: authority granted to Board regarding the business being conducted; 4. duties of the Board of Directors: selection process and appointment process for the appointment and renewal of appointments to the Club s paid and volunteer positions; 5. duties of the Board of Directors: remuneration; process for revoking appointments; and 6. voting at AGM and SGM: format for the proxy, and the issue, or issues, for which the proxy may be cast. The Board of Directors may approve and publish Rules and Regulations provided that they are neither inconsistent with this By-Law nor inconsistent with the Rules and Regulations of a higher level governing organization.

15 Amendments to the Rules and Regulations may be made by a majority vote of the Board of Directors or by the majority vote of Members at a General Meeting. Article 11: INDEMNITY: Members of the Board of Directors or others acting in the service of the Club, their heirs, executors, administrators and estate and effects, respectively shall be indemnified and saved harmless at all times by the Club against all costs, losses and expenses incurred by them, respectively in or about the discharge of their respective duties, except such as happens from their own respective willful neglect or default. Article 12: FINANCE: The accounts of the Club shall be audited annually by a Chartered Accountant. The Audit shall be presented to the AGM for adoption. At the AGM, a Chartered Accountant firm shall be appointed to perform the Audit or the Financial Review Engagement. The fiscal year of the Club shall end on September 30 of each year, unless otherwise ordered by the Board of Directors. Article 13: DISPUTE RESOLUTION: The Club shall adhere to the Dispute Resolution process as published and approved by Ontario Soccer from time to time. Any Member of the Club may initiate the Dispute Resolution process by communicating in writing to Ontario Soccer, with a copy to the Club and the District Association, the nature and facts of the dispute., Ontario Soccer at its discretion, may proceed with the Dispute Resolution process by assigning one or more neutral persons to the dispute. The Dispute Resolution process shall not be used for disciplinary matters arising during or associated with a soccer game, which are governed instead by the discipline procedures published by Ontario Soccer and referred to in Article 4.0 hereof.

16 The Club shall make available to any Member the Dispute Resolution process when requested. Article 14: HARASSMENT: The Club shall adhere to the Harassment Policy as published and approved by Ontario Soccer from time to time. The Harassment Policy shall apply to all employees, directors, officers, volunteers, coaches, game officials, administrators, players, Members and registrants of the Club. Harassment is defined as any comment, conduct, or gesture directed toward an individual or group of individuals which is insulting, intimidating, humiliating, malicious, degrading or offensive. It includes, but is not limited to, sexual harassment. The Club shall make the Harassment Policy available to any Member when requested. Article 15: APPEALS: 1. Any registrant or registered organization directly affected by a decision of the Club may appeal such decision. The denial or termination of Membership in the Club may be appealed by a non- Member. 2. A decision of the Club may be appealed to the District Association with which the Club is affiliated. The appeal shall be conducted in accordance with the OS s and the District Association s published rules. 3. An individual may not appeal a decision made by the Board of Directors regarding the appointment, non-appointment, re-appointment or revocation of an appointment of an individual to any coach or administrator position within the Club s operations, except where the selection, appointment and revocation process outlined in the Club s Rules and Regulations has not been followed. 4. An individual may not appeal a decision made by the Club regarding a player s assignment to a particular team. Article 16: DISSOLUTION: In the event of dissolution of the Club, and after payment of all debts and liabilities, any remaining property of the Club shall be distributed or disposed of by the Board of Directors to one or more not-forprofit soccer-related community organizations operating solely within Ontario. Article 17: DEFINITIONS/TERMINOLOGY: Terminology used in this Constitution shall have the same meaning as used by Ontario Soccer in its letters patent, By-Laws and published rules.

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