QUEBEC ANGLOPHONE HERITAGE NETWORK /
RESEAU DU PATRIMOINE ANGLOPHONE DU QUEBEC
The following revised bylaws were formally ratified at QAHN’s 2013 AGM, held in Stanstead, Quebec, on June 1, 2013:
SECTION 1 -- GENERAL
1.01 Definitions
1.02 Interpretation
1.03 Corporate Seal
1.04 Execution of Documents
1.05 Financial Year End
1.06 Banking Arrangements
1.07 Borrowing Powers
1.08 Annual Financial Statements
1.09 Auditors
SECTION 2 -- MEMBERSHIP, Matters Requiring Special Resolution
2.01 Membership Conditions
2.02 Membership Transferability
SECTION 3 -- MEMBERSHIP DUES, TERMINATION AND DISCIPLINE
3.01 Membership Dues
3.02 Termination of Membership
3.03 Discipline of Members
SECTION 4 -- MEETINGS OF MEMBERS
4.01 Notice of Meeting of Members
4.02 Members Calling a Members' Meeting
4.03 Absentee Voting by proxy Ballot
4.04 Proposals Nominating Directors at Annual Members' Meetings
4.05 Cost of Publishing Proposals for Annual Members' Meetings
4.06 Place of Members' Meeting
4.07 Persons Entitled to be Present at Members' Meetings
4.08 Chair of Members' Meetings
4.09 Quorum at Members' Meetings
4.10 Votes to Govern at Members' Meetings
4.11 Participation by Electronic Means at Members' Meetings
4.12 Members' Meeting Held Entirely by Electronic Means
SECTION 5 -- DIRECTORS
5.01 Number of Directors
5.02 Directors
5.03 Term of Office of Director
5.04 Maximum length of service
5.05 Termination of service
5.06 Duties, following AGM
SECTION 6 -- MEETINGS OF DIRECTORS
6.01 Calling of Meetings of Board of Directors
6.02 Notice of Meeting of Board of Directors
6.03 Regular Meetings of Board of Directors
6.04 Quorum & Votes to Govern at meetings of Board of Directors
6.05 Special Meetings of Board of Directors
6.06 Committees
SECTION 7 -- OFFICERS
7.01 Appointment of Officers
7.02 Description of Officers
7.03 Vacancy in Office
SECTION 8 -- NOTICES
8.01 Method of Giving Notices
8.02 Invalidity of any provisions of this by-law
8.03 Omissions and Errors
SECTION 9 -- EFFECTIVE DATE
9.01 Ammendments.
9.02 Effective Date
BE IT ENACTED as a by-law of the Corporation as follows:
--- BY-LAW ONE ---
SECTION 1 -- GENERAL
1.01 Definitions
In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:
"Act" means the Canada Not-for-profit Corporations Act S.C. 2009, c.23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
"articles" means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
"board" means the board of directors of the Corporation and "director" means a member of the board;
"by-law" means this by-law and any other by-law of the Corporation as amended and which are, from time to time, in force and effect;
"meeting of members" includes an annual meeting of members or a special meeting of members; "special meeting of members" includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;
"ordinary resolution" means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution;
"proposal" means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Shareholder Proposals) of the Act;
"Regulations" means the regulations made under the Act, as amended, restated or in effect from time to time; and
"special resolution" means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.
1.02 Interpretation
In the interpretation of this by-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and "person" includes an individual, body corporate, partnership, trust and unincorporated organization.
Other than as specified in 1.01 above, words and expressions defined in the Act have the same meanings when used in these by-laws.
1.03 Corporate Seal
The Corporation may have a corporate seal in the form approved from time to time by the board. If a corporate seal is approved by the board, the secretary of the Corporation shall be the custodian of the corporate seal.
1.04 Execution of Documents
Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two (2) of its officers or directors. In addition, the board may from time to time direct the manner in which, and the person or persons by whom, a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.
1.05 Financial Year End
The financial year end of the Corporation shall be determined by the board of directors.
1.06 Banking Arrangements
The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the board of directors may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the Corporation and/or other persons as the board of directors may by resolution from time to time designate, direct or authorize.
1.07 Borrowing Powers
The directors of the Corporation may by resolution give the Officers authority to act, without authorization of the members,
borrow money on the credit of the corporation;
issue, reissue, sell, pledge or hypothecate debt obligations of the corporation;
give a guarantee on behalf and
mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any debt obligation of the corporation.
1.08 Annual Financial Statements
The Corporation may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act to the members, publish a notice to its members stating that the annual financial statements and documents provided in subsection 172(1) are available at the registered office of the Corporation and any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.
1.09 Auditors
Appointment of auditor. The members of the Corporation shall appoint an auditor to serve until the close of the next annual general meeting, by way of a resolution. If the members fail to appoint an auditor at a meeting, the incumbent auditor shall remain in office until the appointment of his successor or of his replacement.
SECTION 2 -- MEMBERSHIP, Matters Requiring Special Resolution
2.01 Membership Conditions
Subject to the articles, there shall be two classes of members in the Corporation, namely, Core voting members and Non-voting members. The board of directors of the Corporation may, by resolution, approve the admission of the members of the Corporation. Members may also be admitted in such other manner as may be prescribed by the board by ordinary resolution. The following conditions of membership shall apply:
Core Voting Members
Any community based organization working in the heritage, historical, genealogical, archival sectors and museum societies interested in promoting the objects or the purposes of the Corporation may become a Core voting Member
Core voting membership shall be available to organizations who have applied and have been accepted for Core voting membership in the Corporation.
The term of membership of a Core voting member shall be annual, subject to renewal in accordance with the policies of the Corporation.
Each Core voting member will designate a representative who is entitled to vote on their behalf.
Each Core voting member is entitled to receive notice of, attend and vote at all meetings of members and each such Core voting member shall be entitled to one (1) vote at such meetings.
Each director of the board shall be considered to be a Core voting member while in Office.
Non-voting Members (Individual Members and Affiliated Members)
An Affiliated non-voting membership may be granted to any regional special interest group who has anglophone heritage as an aspect of its mandate and is interested in promoting the objects or the purposes of the Corporation. They will have all the same privileges as an individual non-voting membership.
An Individual non-voting membership shall be available to persons who have applied and have been accepted for Individual non-voting membership in the Corporation.
The term of membership of a Individual non-voting member shall be annual, subject to renewal in accordance with the policies of the Corporation.
Subject to the Act and the articles, a Individual non-voting member shall not be entitled to receive notice of, attend or vote at meetings of the members of the Corporation.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to this section of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).
2.02 Membership Transferability
A membership may only be transferred to the Corporation. Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to add, change or delete this section of the by-laws.
SECTION 3 -- MEMBERSHIP DUES, TERMINATION AND DISCIPLINE
3.01 Membership Dues
Members shall be notified in writing of the membership dues at any time payable by them and, if any are not paid within one (1) calendar month of the membership renewal date, the members in default shall automatically cease to be members of the Corporation.
3.02 Termination of Membership
A membership in the Corporation is terminated when:
the member dies, or, in the case of a member that is a corporation, the corporation is dissolved;
a member fails to maintain any qualifications for membership described in Section 2.01 of these bylaws;
the member resigns by delivering a written resignation to the chair of the board of the Corporation in which case such resignation shall be effective on the date specified in the resignation;
the member is expelled in accordance with Section 3.03 below or is otherwise terminated in accordance with the articles or by-laws;
the member's term of membership expires; or
the Corporation is liquidated or dissolved under the Act.
Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist.
3.03 Discipline of Members
The board shall have authority to suspend or expel any member from the Corporation for any one or more of the following grounds:
violating any provision of the articles, by-laws, or written policies of the Corporation;
carrying out any conduct which may be detrimental to the Corporation as determined by the board in its sole discretion;
for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.
In the event that the board determines that a member should be expelled or suspended from membership in the Corporation, the president, or such other officer as may be designated by the board, shall provide twenty (20) days notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the president, or such other officer as may be designated by the board, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the president, the president, or such other officer as may be designated by the board, may proceed to notify the member that the member is suspended or expelled from membership in the Corporation. If written submissions are received in accordance with this section, the board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The board's decision shall be final and binding on the member, without any further right of appeal.
SECTION 4 -- MEETINGS OF MEMBERS
4.01 Notice of Meeting of Members
Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by the following means:
by mail, courier or personal delivery to each member entitled to vote at the meeting, during a period of 21 to 60 days before the day on which the meeting is to be held; or
by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held.
Pursuant to subsection 197(1) (Fundamental Changes) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.
4.02 Members Calling a Members' Meeting
The board of directors shall call a special meeting of members in accordance with Section 167 of the Act, on written requisition of members carrying not less than 5% of the voting rights. If the directors do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.
4.03 Absentee Voting by proxy Ballot
Pursuant to Section 171(1) of the Act, a member entitled to vote at a meeting of members may vote by proxy by appointing in writing a proxy-holder, and one or more alternate proxy-holders, who are not required to be members, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by it subject to the following requirements:
a proxy is valid only at the meeting in respect of which it is given or at a continuation of that meeting after an adjournment;
a member may revoke a proxy by depositing an instrument or act in writing executed or, in Quebec, signed by the member or by their agent or mandatary;
at the registered office of the corporation no later than the last business day preceding the day of the meeting, or the day of the continuation of that meeting after an adjournment of that meeting, at which the proxy is to be used, or
with the chairperson of the meeting on the day of the meeting or the day of the continuation of that meeting after an adjournment of that meeting;
a proxy-holder or an alternate proxy-holder has the same rights as the member by whom they were appointed, including the right to speak at a meeting of members in respect of any matter, to vote by way of ballot at the meeting, to demand a ballot at the meeting and, except where a proxy-holder or an alternate proxy-holder has conflicting instructions from more than one member, to vote at the meeting by way of a show of hands;
Only officially issued proxy forms from the QAHN headquarters will be accepted and will be available up to 1 business day before the meeting.
a form of proxy may include a statement that, when the proxy is signed, the member confers authority with respect to matters for which a choice is not provided, how the proxy-holder is to vote in respect of such matter or group of related matters;
if a form of proxy is sent in electronic form, the requirements that certain information be set out in bold-face type are satisfied if the information in question is set out in some other manner so as to draw the addressee's attention to the information; and
a form of proxy that, if signed, has the effect of conferring a discretionary authority in respect of amendments to matters identified in the notice of meeting or other matters that may properly come before the meeting must contain a specific statement to that effect.
Pursuant to Section 197(1) of the Act, a special resolution of the members (and if Section 199 applies, a special resolution of each class of members) is required to make any amendment to the articles or by-laws of the Corporation to change this method of voting by members not in attendance at a meeting of members.
4.04 Proposals Nominating Directors at Annual Members' Meetings
Subject to the Regulations under the Act, any proposal may include nominations for the election of directors if the proposal is signed by not less than 5% of members entitled to vote at the meeting at which the proposal is to be presented.
4.05 Cost of Publishing Proposals for Annual Members' Meetings
The member who submitted the proposal shall pay the cost of including the proposal and any statement in the notice of meeting at which the proposal is to be presented unless otherwise provided by ordinary resolution of the members present at the meeting.
4.06 Place of Members' Meeting
Subject to compliance with section 159 (Place of Members' Meetings) of the Act, meetings of the members may be held at any place within Canada determined by the board.
4.07 Persons Entitled to be Present at Members' Meetings
Members, non-members, directors and the public accountant of the Corporation are entitled to be present at a meeting of members. However, only those members entitled to vote at the members' meeting according to the provisions of the Act, articles and by-laws are entitled to cast a vote at the meeting..
4.08 Chair of the Meeting
In the event that the President, the vice-President, the secretary and the treasurer of the board are all absent, the members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting..
4.09 Quorum at Members' Meetings
A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be 25% of the members entitled to vote at the meeting whether present in person or represented by proxy. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
4.10 Votes to Govern at Members' Meetings
At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote.
4.11 Participation by Electronic Means at Members' Meetings
If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act. A person participating in a meeting by such means is deemed to be present at the meeting. Not withstanding any other provision of this by-law, any person participating in a meeting of members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that the Corporation has made available for that purpose.
4.12 Members' Meeting Held Entirely by Electronic Means
Meetings of members may not be held entirely by telephonic, an electronic or other communication facility.
SECTION 5 -- DIRECTORS
5.01 Number of Directors
The board shall consist of the number of directors specified in the articles. If possible, directors should be drawn from across all regions of Quebec. If the articles provide for a minimum and maximum number of directors, the board shall be comprised of the fixed number of directors as determined from time to time by the members by ordinary resolution or, if the ordinary resolution empowers the directors to determine the number, by resolution of the board. In the case of a soliciting corporation the minimum number of directors may not be fewer than five (5), nor more than fifteen (15),
5.02 Directors
Only a member may be nominated for the Board if he is a Core Voting Member or a Non-voting Member and is in good standing.
A Director is expected to attend all directors meetings, including all special/emergency board meetings, unless they have just cause.
5.03 Term of Office of Directors
The directors shall be elected to hold office for a term expiring not later than the close of the second annual meeting of members following the election.
5.04 Maximum length of service
No director may serve for more than six consecutive years, unless the board votes he be allowed to continue for an additional term
5.05 Termination of service
A directors term of office shall be deemed of have terminated on
Death of the director,
Reception of his Letter of Resignation or
Conduct not meeting his position as a director or
Conduct not in the interests of the Corporation.
He may be replaced temporally by the board until ratified by the next members meeting.
5.06 Duties, following AGM
There will be a meeting of the directors immediately following the AGM to elect the officers and assign Regional duties if necessary.
SECTION 6 -- MEETINGS OF DIRECTORS
6.01 Calling of Meetings of Board of Directors
Meetings of the board may be called by the President of the board, the Vice-President of the board, the Secretary or any two (2) directors at any time.
6.02 Notice of Meeting of Board of Directors
Notice of the time and place for the holding of a meeting of the board shall be given in the manner provided in Section 8.01 of this by-law to every director of the Corporation not less than 14 days before the time when the meeting is to be held. Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Unless the by-law otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.
6.03 Regular Meetings of Board of Directors
The board will have at least four regular quarterly meetings per year. The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings of the board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except if subsection 136(3) (Notice of Meeting) of the Act requires the purpose thereof or the business to be transacted to be specified in the notice.
6.04 Quorum & Votes to Govern at meetings of Board of Directors
A quorum at any meeting of the Directors shall be more than 50% of the Directors. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
At all meetings of the Directors, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote.
6.05 Special Meetings of Board of Directors
Special meetings of the Board of Directors may be held entirely by telephonic, electronic or any other communication means and only requires two days notice, unless all Directors agree to a shorter period.
6.06 Committees
The board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the board may from time to time make. Any committee member may be removed by resolution of the board of directors.
SECTION 7 -- OFFICERS
7.01 Appointment of Officers
The board may designate the offices of the Corporation, appoint officers on an annual or more frequent basis, specify their duties and, subject to the Act, delegate to such officers the power to manage the affairs of the Corporation. A director may be appointed to any office of the Corporation. An officer needs to be a director. Two or more offices may be held by the same person.
7.02 Description of Officers
Unless otherwise specified by the board which may, subject to the Act modify, restrict or supplement such duties and powers, the offices of the Corporation, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:
President of the board - If appointed, the president shall be a director and the chief executive officer of the Corporation and shall be responsible for implementing the strategic plans and policies of the Corporation. The president shall, subject to the authority of the board, have general supervision of the affairs of the Corporation.
Vice-President(s) of the board - If appointed, the vice-president(s) of the board, if one or two are to be appointed, shall be a director(s). If the president of the board is absent or is unable or refuses to act, a vice-president of the board, if any, shall, when present, preside at all meetings of the board of directors and of the members. The vice-president shall have such other duties and powers as the board may specify..
Secretary of the board - If appointed, the secretary shall attend and be the secretary of all meetings of the board, members and committees of the board. The secretary shall enter or cause to be entered in the Corporation's minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to members, directors, the public accountant and members of committees; the secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation..
Treasurer of the board - If appointed, the treasurer shall have such powers and duties as the board may specify. The powers and duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board or president requires of them. The board may from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer.
7.03 Vacancy in Office
In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Corporation. Unless so removed, an officer shall hold office until the earlier of:
the officer's successor being appointed,
the officer's resignation,
such officer ceasing to be a director (if a necessary qualification of appointment) or
the officer's death.
If the office of any officer of the Corporation shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy.
SECTION 8 -- NOTICES
8.01 Method of Giving Notices
Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served), other than notice of a meeting of members or a meeting of the board of directors, pursuant to the Act, the articles, the by-laws or otherwise to a member, director, officer or member of a committee of the board or to the public accountant shall be sufficiently given:
if delivered personally to the person to whom it is to be given or if delivered to such person's address as shown in the records of the Corporation or in the case of notice to a director to the latest address as shown in the last notice that was sent by the Corporation in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors); or
if mailed to such person at such person's recorded address by prepaid ordinary or air mail; or
if sent to such person by telephonic, electronic or other communication facility at such person's recorded address for that purpose; or
if provided in the form of an electronic document in accordance with Part 17 of the Act.
A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The secretary may change or cause to be changed the recorded address of any member, director, officer, public accountant or member of a committee of the board in accordance with any information believedby the secretary to be reliable. The declaration by the secretary that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The signature of any director or officer of the Corporation to any notice or other document to be given by the Corporation may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.
8.02 Invalidity of any provisions of this by-law
The invalidity or un-enforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.
8.03 Omissions and Errors
The accidental omission to give any notice to any member, director, officer, member of a committee of the board or public accountant, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the by-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.
SECTION 9 -- EFFECTIVE DATE
9.01 Ammendments.
Subject to the articles, the board of directors may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the Corporation. Any such by-law, amendment or repeal shall be effective from the date of the resolution of directors until the next meeting of members where it may be confirmed, rejected or amended by the members by ordinary resolution. If the by-law, amendment or repeal is confirmed or confirmed as amended by the members it remains effective in the form in which it was confirmed. The by-law, amendment or repeal ceases to have effect if it is not submitted to the members at the next meeting of members or if it is rejected by the members at the meeting.
This section does not apply to a by-law that requires a special resolution of the members according to subsection 197(1) (fundamental change) of the Act because such by-law amendments or repeals are only effective when confirmed by members.
9.02 Effective Date
Subject to matters requiring a special resolution of the members, this by-law shall be effective when made by the board.
CERTIFIED to be By-Law No. 1 of the Corporation, as enacted by the directors of the Corporation by resolution on the______day of______, 20XX and confirmed by the members of the Corporation by special resolution on the______day of______, 20XX.
Dated as of the [day] day of [Month], [Year]
.
____________________________________________
[Indicate name of director/officer]
--- BY-LAW ONE (end) ---