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BYLAWS
OF
DELTA
AIR LINES RETIREMENT COMMITTEE
A Delaware,
nonprofit labor organization
ARTICLE
I
PRINCIPAL OFFICE
The principal office of the Delta Air Lines Retirement Committee (the
"Corporation" or "DALRC") shall be DALRC, Post Office Box 55569,
Houston, TX
77055.
The Corporation's Board is hereby granted
full power and authority to change said principal office from one
location to
another.
ARTICLE II
PURPOSE AND OBJECTIVES
2.1
Statement of Purpose.
DALRC
is a nonstock (i.e.,
nonprofit) organization representing
Non-Pilot and Pilot retirees, present and
future, their spouses, survivors and dependents in the Delta
Affiliated
Medical and Insurance Plans of Delta Air Lines, or any future plans.
DALRC
also will to protect, to the extent possible, other
earned benefit programs established for Delta retirees for their
service to
Delta including, but not limited to, benefit programs such as life
insurance,
accident insurance, and travel benefits, the Non-Pilot D&S
Trust, the Delta
Family Care Pension Plan for Non-Pilot retirees and Pilots.
2.2
Exclusive Exempt Purpose.
DALRC is a
nonprofit employee organization organized and operated exclusively for
exempt
purposes within the meaning of Section 501(c)(5) of Internal Revenue
Code of
1986, or any corresponding future provision of Federal income tax law
(the “Code”),
and is not organized for the private gain of any person (other than
through
such payments as are permitted by Section 501(c)(5) of the
Code).
Notwithstanding any other provision of these Bylaws,
no Member, officer, employee or representative of DALRC shall take any
action
or carry on any activity by or on behalf of DALRC not permitted to be
taken or
carried on by an organization exempt from taxation under Section
501(c)(5) of
the Code. None of DALRC's net
earnings may inure to the
benefit of any Member.
ARTICLE III
MEMBERS
3.1
Classes of Members.
The
Corporation shall have one class or members. Any
person who is a non-pilot or pilot retiree of Delta Air Lines, present
or
future, and their survivors may be a member. Members may become a
member of the Board,
Standing Committee and/or Ad Hoc Committee. The
initial term of a membership shall be from the date the applicant pays
his or
her dues and submits the dues form. Annual dues, as
established by the Board,
must be paid to be eligible for membership. All Members of the
Corporation shall be
registered with and by the Treasure who will maintain the official
membership
record. All Board Members and
Standing and Ad Hoc
Committee Members shall be Members in good standing, which means that a
Member
is current with his or her annual dues and listed in the membership
record.
3.2
Voting
Rights and Representatives.
Each
Member shall be entitled to one vote in person or by proxy provided
that the
Member is in good standing as evidenced in the official membership
record.
3.3
Voting by
Proxy. Each
Member may vote by
proxy. Every proxy
shall be executed in
writing by the Member or by his or her duly authorized attorney-in-fact
and
filed with the Secretary of the Corporation.
A proxy shall be revocable at will, notwithstanding any
other agreement
or any provision in the proxy to the contrary.
The revocation of a proxy shall not be effective until
Notice thereof
has been given to the Secretary of the Corporation.
No un-revoked proxy shall be valid after
eleven (11) months from the date of its execution, unless otherwise
provided in
the proxy. In no
event shall a proxy be
voted on after three (3) years from the date of its execution. A proxy shall not be
revoked by the death or
incapacity of the maker unless, before the vote is counted or the
authority is
exercised, written Notice of such death or incapacity is given to the
Secretary
of the Corporation.
3.4
Dues and
Assessments. The
dues, which are
necessary to be a member in good standing of DALRC,
will help support the many avenues of communication and any action
necessary to
keep Delta Air Lines retirees informed regarding the status of their
earned
benefits received without the protection of a contract.
Except for the initial dues drive held in
May 2007, the amount of Members' annual dues will be set each January
at the
scheduled DALRC Board
meeting.
3.5
Nontransferable.
Except for a transfer from a Member to his or
her survivor(s) upon his death, Membership in the Corporation is not
transferable.
3.6
Resignation
or Termination. A
Member may resign
at any time by giving written notice to the Corporation. The resignation shall be
effective upon
receipt by the Corporation or at such subsequent time as may be
specified in
the notice of resignation. Any dues and/or assessments collected from
the
member are non refundable upon the Members resignation.
The Board may, by resolution, terminate a
Member for nonpayment of dues.
3.7
Meetings
of Members. Unless
specially called
by the Board, which must give 30 days written Notice, there shall be no
meetings of the Members.
3.8
Non-Liability
of Members. Members shall not be
personally liable for the
debts, liabilities or other obligations of DALRC.
The liability of the Members of DALRC for
monetary damages shall be eliminated to the fullest extent permissible
under
law.
ARTICLE IV
BOARD OF DIRECTORS
4.1
Board of Directors.
The affairs
of the Corporation shall be managed by the Board of Directors, which
will be
comprised of not less than 5 representative, at least one (1) from each
of the four
(4) primary departments.;
total of a
minimum of 5
members or no more
than eight (8)members; 2 from each
of the primary departments. The powers of the
Corporation shall be
exercised by, or under the authority of, the Board except as otherwise
provided
by statute, the Certificate of Incorporation, these Bylaws, or a
resolution
adopted by the Board. Two representatives from
each Department (as
defined in Section 11.5(d)
below) will
be elected by the membership of DALRC attributable to such Department.
4.2
Qualifications
of Directors. Each
Director shall be
a natural person at least 18 years of age who need not be a resident of
the
State of Delaware, but must be a retiree, [present or future,] of Delta
Air
Lines. Each DALRC
member nominated to
serve as a Director of the DALRC
Board
must be a member in good standing of the DALRC for at least the 2
consecutive
years immediately prior to being nominated, in order to be eligible to
serve on
the DALRC Board
of Directors. Each
Director shall hold his office until he
shall resign or shall be removed or otherwise disqualified to serve or
his
successor shall be elected and qualified.
4.3
Election
of Directors.
(a)
Boards'
Elections. The scheduled yearly
elections will take
place over a one month period, beginning each October 01 and ending
October 31
for each following calendar year. DALRC will use the DALRC
website, www.dalrc.org
, E-mail and word of mouth to
solicit possible candidates for Board members.
A list of the qualifications necessary to nominate a
candidate will be
listed on the website under “Election of DALRC Board”
on the DALRC homepage. Candidates
can be
self-nominated or nominated by their peers and must be a Member in good
standing with DALRC. Candidates
nominated by their peers, must consent and contact the Chairman of
DALRC
through email or in writing to express his or her desire to serve if
elected,
prior to posting his or her name as a candidate on the website. Each
DALRC member
nominated to serve as a Director of the DALRC
Board
must be a member in good standing of the DALRC for at least the 2
consecutive
years immediately prior to being nominated, in order to be eligible to
serve on
the DALRC Board
of Directors. Nominations
will be taken for 7 days
beginning on the first day of the month October 01-October 07 for
candidates
for available positions in each department.
The candidates will be verified for eligibility and a list
of candidates
for each department will be posted on the website no later than October
10th. At
that time, Members of DALRC in good
standing will have the ability to select 2 members from the list of
candidates
from the Department they currently work in or the Department they were
working
in at the time of their retirement as long as the nominee meets the
eligibility
requirements to serve on the DALRC
Board. The
process of narrowing the list of
candidates down will end October 20th. At that time, the top 3
candidates in each Department
will be posted and each member of DALRC in good standing will be asked
to vote
for 1 person to represent them for a 2 year term on the DALRC Board. The top 3
candidates will be posted on the DALRC website no later than October 22
for 7
days, ending on October 29th with the results of
the election
announced on the website on October 31, of each year.
4.4
Term.
Board members will
serve a two year term.
The two board members representing each Department
will serve staggered terms. Directors shall have the
ability to stand for
election at the end of each term providing they have met all the
requirements
for serving as a member of the Board of Directors.
Board elections will
be held in October
for terms to begin January 1 and end two years later, December 31.
4.5
Vacancies. Vacancies on the board
shall exist (1) on the
death, resignation or removal of any Director, and (2) whenever the
number of
authorized Directors is increased. Directors may be removed
with or without
cause by a 2/3 vote of the Directors then in office.
At any time when a Director cannot complete the final six months of his
or her
term, the remaining Board members shall fill such position by using the
list of
candidates available from the most recent election of the respective
Department
unless a decision is made by a 2/3rds vote of the Directors that the
position
will not be filled.
If at any time, there
is not an eligible candidate to fill the position that is available,
the DALRC Board
shall, if deemed necessary, appoint a
representative after reasonable solicitation of candidates and
consideration of
all eligible candidates had been made to find the best qualified
candidate,
based on nominations from active and retired employees, spouses, and
survivors
who are Members in good standing in DALRC for their respective
Department.
Any open position with less than 6 months left in
the term will stand for election the following election year. Any vacancy caused by the
death, resignation,
removal, disqualification or otherwise, of any Director may be filled
by the
Board. In
the event of a vacancy in
any office other than that of Chairperson, such vacancy may be filled
temporarily by appointment by the Chairperson until such time as the
Board
shall fill the vacancy. If
a vacancies
occurs on the board in the Chairman position due to (1) on the death,
resignation or removal, the Board will elect a new Chairman within 30
days of
the vacancy of the Chair position.
Definitions.
(a)
“Act”
means the State of Delaware General Corporation Law,
as amended.
(b)
“Board”
means the Board of Directors of the Corporation.
(c)
“Corporation”
means DALRC.
(d)
"Department"
means each of the following five work areas of Delta Air Lines:
(i)
Airport
Customer Service;
(ii)
In-Flight
Service;
(iii)
Sales,
Marketing and Reservations;
(iv)
Technical
Operations
.
4.6
Compensation.
(a)
Directors. Members of the Board of
Directors may be
compensated for their work on the DALRC and all related committees.
In
addition, all reasonable expenses incurred working to support DALRC by
Directors, including, but not limited to, travel, meeting expense,
postage,
office supplies and any other expenses deemed necessary, shall be
reimbursed by
the DALRC within 30 days from the date the expense was incurred, provided
the proper receipts and expense forms are received by the Treasurer at
least
one week prior to reimbursement and such receipts and forms give
sufficient
documentation to justify the expense for the Corporation's nonprofit
and
tax-exempt purposes.
(b)
Members. DALRC Members
working to assist and support DALRC are eligible to receive
compensation for
work done in conjunction with any DALRC activities, programs or
processes. Member
volunteers may serve on Ad Hoc committees and assist in other areas of
support
and are eligible to be compensated for their assistance.
4.7
Removal of Directors.
The Members
[or other Directors] may remove any
Director from office, either with or without cause, by a majority vote
of the Directors
at any Board meeting.
If any
Director is removed, the resulting vacancy may be filled by the Members
[or other Directors] entitled to
elect
Directors.
If removed for
Cause, it may or may not include
a Director's violation of the following requirements:
(a)
Directors are required to participate in
each quarterly meeting of the Board and as necessary in special
meetings called
to discuss pressing matters of interest to DALRC
and the Delta Air Lines retirees they represent; provided, however, a
Director
may miss up to 2 scheduled events, such as Board meetings, per year.
(b)
A Director who fails to attend 2
scheduled events per year (examples. DALRC
Annual Meeting, lobbying efforts on behalf of DALRC
and Delta Air Lines retirees) with notice of more than 30 days will be
subject
to removal from the Board.
(c)
Directors will be required to
participate to the extent possible in regularly scheduled conference
calls and
other forms of communication necessary to keep up to date on DALRC programs and policies
necessary to lead DALRC.
(d)
Directors are expected to share equally
in the work of DALRC and have the time necessary to devote to working
on behalf
of Delta retirees on a regular basis.
Failure
to actively participate in normal activities necessary to stay informed
and
help evenly distribute the duties of the Board may result in removal
from the
Board.
4.8
Resignations.
Any Director may resign at any time by giving
written notice to the Corporation.
The
resignation shall be effective upon receipt by the Corporation or at
such
subsequent time as may be specified in the notice of resignation.
4.9
Voting
Rights. Each
Director shall be
entitled to one vote.
ARTICLE V
MEETINGS OF THE BOARD
5.1
Regular Meetings. The Board of
Directors will meet
quarterly.
5.2
Special Meetings. Special meetings of the
Board may be called at any
time by the Chairperson, who shall give 14 days Notice to the Directors.
5.3
Quorum.
At all meetings of the Board, a majority of its active Board members
will
constitute a quorum for the transaction of business.
The acts of a majority of the Directors
present and voting at a meeting at which a quorum is present shall be
the acts
of the Board.
5.4
Participation
in Meetings. One
or more Directors
may participate in a meeting of the Board or a committee thereof by
means of
conference telephone or similar communications equipment by means of
which all
persons participating in the meeting can hear each other.
5.5
Place of
Meetings. The
Board may hold its
meetings at such places as the Board may appoint or as may be
designated in the
notice of the meeting.
5.6
Organization.
Every meeting of the Board shall be
presided over by the Chair, or in the absence of the Chair, the Vice
Chair, or
in the absence of the Chair and the Vice Chair, a chair chosen by a
majority of
the Directors present. The
Secretary, or
in his or her absence, a person appointed by the chair, shall act as
secretary. Board
meetings will be conducted consistent
with Robert's Rules of Order Revised.
5.7
Consent of
Directors in Lieu of Meeting. Any
action which may be taken at a meeting of the Directors may be taken
without a
meeting, if a consent or consents in writing, setting forth the action
so
taken, shall be signed by all Directors and filed with the Secretary of
the
Corporation.
ARTICLE VI
OFFICERS
6.1
Election
and Term. The
Board shall elect
officers for conducting meetings and maintaining records. All officers shall be
elected by Board
members for one (1) year terms ending December 31 each year. Officers
may be
elected for successive terms.
6.2
Number.
The officers of the
board shall be
Chairperson, Secretary, and Treasurer.
6.3
Removal of
Officers. Any
officer or agent may be
removed by the Board whenever in its judgment the best interests of the
Corporation will be served. Such
removal
shall be without prejudice to the contract rights, if any, of any
person so
removed.
6.4
Resignations.
Any officer may resign at any time by giving
written Notice to the Corporation.
The
resignation shall be effective upon receipt by the Corporation or at
such
subsequent time as may be specified in the Notice of resignation.
6.5
The Chair.
The Chairperson shall be the chief executive officer of the Corporation
with
all powers and duties normally vested in a chief executive officer of a
nonprofit
corporation.
In the absence or
disability of the Chairperson, the Vice Chairperson shall assume
temporary
responsibility for such duties.
The
Chair also may or may not serve as a standing member of the Board of
the DALRC
Retiree Benefit Trust (“VEBA”).
6.6
The Secretary. The
Secretary shall record and keep accurate minutes of Board meetings and
maintain
all external correspondence of the Board.
At the absence or request of the Secretary, another member may be
appointed to
record the minutes of a Board meeting or maintain certain correspondence.
6.7
The Treasurer. The Treasurer shall have
custody of the funds of
the Corporation and shall deposit all funds in the name of and to the
credit of
the Corporation.
She or he shall
keep accurate records of the financial affairs, shall the keep the
membership records,
and shall be responsible for disbursements at the direction of the Board. The Treasurer also will
serve as a standing member
of the Board of the DALRC Retiree Benefit Trust ("VEBA").
ARTICLE VII
STANDING
COMMITTEES
7.1
Establishment and
Powers. The Board, at
its
initial meeting and by resolution, shall establish the following
committees as
Standing Committees of DALRC:
(a)
Finance;
(b)
Government Affairs;
(c)
Meetings/Events;
(d)
DALRC
Insurance and VEBA; and
(e)
Nomination and Membership.
The Board may designate one or more Directors as alternate
members of a committee. Any
Standing Committee,
to the extent provided in the resolution of the Board, shall have and
may
exercise all of the powers and authority of the Board, except that a
committee
shall not have any power or authority as to the following:
(f)
The
adoption, amendment or repeal of the Bylaws;
(g)
The
amendment or repeal of any resolution of the Board; or
(h)
Action
on matters committed by the Bylaws or a resolution of the Board
exclusively to
another committee of the Board.
The
Standing Committees will assist the Chairperson and
Board with the business of DALRC.
Standing Committees may be added or removed by the
majority vote of the
Board and amending these Bylaws. Standing
Committees will report to the Chairman of DALRC.
7.2
Election of Standing Committee Members.
Applications
for Standing Committee members will be located on the www.DALRC.org website and are
available by written request
from DALRC when vacancies occur.
The Standing
Committee elections applications
will be posted each year [on October 1]
on the www.DALRC.org website and the Board
will close the
application process and select the best qualified candidates on [November 1].
The Board will select Members of DALRC's Standing Committees after
reviewing
all eligible applicants and determining the best qualified for the
specific
committee.
The member will be
selected by the Board either at the regular Board meeting or through a
conference call after thorough review of all candidates and clear
understanding
of the role of position being filled.
7.3
Composition.
The number of
members of each Standing
Committee will be not less than 6 or more than 8. It
will not be necessary for the committee to
have representation from each Department.
7.4
Term and
Vacancies. Positions
on the Standing
Committees will be for 1 year terms beginning with each January 01
calendar
year. If vacancies
occur during the year
and the specific Standing Committee deems it necessary to fill the
vacant
positions, the Chair [of the Standing
Committee or the Board] will request that a notice be posted
on the DALRC
website requesting additional applicants apply.
7.5
Committee Organization. Each
Standing Committee will be chaired by a Board member for the year,
unless
otherwise specified in the Bylaws. Additional members of the
committee may come
from other Directors or from DALRC
Members
who have expertise, special aid, and/or insight into the operations of
the
Standing Committee to further its goals and purposes, consistent with
the
exempt purposes of DALRC.
(a)
The Chairman of DALRC
will also serve as the Chair of the Government Affairs committee and be
a
member of the Finance committee.
(b)
The Treasurer of DALRC
will serve as the Chair of the Finance committee.
Article VII
AD HOC COMMITTEES
8.1
Committee Organization. By
resolution, the Board may form any number of Ad Hoc Committees.
Ad Hoc
Committees will report to the Chair of DALRC. Each Ad Hoc Committee will
be chaired by a
Director.
Additional members of the
committee may come from other Directors or from Members of DALRC who
have
expertise, special aid, and/or insight into the operations of the Ad
Hoc
Committee that will further its goals and purposes, consistent with the
exempt
purposes of DALRC.
8.2
Selection.
Any
Member in good standing of DALRC may apply for participation in an Ad
Hoc
Committee. Applications
for Ad Hoc
Committee members will be located on the www.DALRC.org website and are
available by written request from DALRC when vacancies occur. The Board will select
members for Ad Hoc
Committee members after reviewing all eligible applicants and
determining the
best qualified for the specific committee. The member will be selected
by the
Board either at the regular Board meeting or through a conference call
after
thorough review of all candidates and clear understanding of the role
of
position being filled.
DALRC also will
post immediately on its website, www.dalrc.org, solicitation of
qualified
applicants to fill positions on the newly formed Ad Hoc Committees and
provide
applications and the necessary qualifications to serve on each
Committee. The
selection of members of the Ad Hoc
committee and other advisory Committee members will be made by members
of the
Board after careful consideration of the talents and skills of each
eligible
candidate.
The
applications detailing
the skill sets necessary to serve on the committee will be posted on
the www.DALRC.org
website and through E-mail on or before November 15th for a two week
period. On December
01, the Board will close the applications process and select the best
qualified
candidates from the applications received. If vacancies occur during
the year and the
specific Ad Hoc Committee deems it necessary to fill the vacant
positions, the
chair will request that a notice be posted on the DALRC website
requesting
additional applicants apply. The Board will
select all members of the Ad
Hoc Committees. The
Ad Hoc Committee holds an election
each January to elect the Chair of the Committee for the year unless
otherwise
specified in the bylaws.
8.3
Composition.
The number of members of each Ad Hoc
Committee may vary and will be determined by the Board depending on the
task. It is
suggested that the committee
have at least 4 members and not more than 8. It
will not be necessary for the committee to
have representation from each Department.
8.4
Term.
Positions on the Ad Hoc committees will be
for 1 year terms beginning with each January 01 calendar year.
8.5
Establishment
and Powers. The following are the Ad Hoc
Committees:
(a)
Benefits (Including Non-Revenue Flight
Benefits);
(b)
Charitable Outreach; and
(c)
Marketing and Publications.
Ad Hoc Committees may be added or removed by the majority
vote of Board and amending these Bylaws.
8.6
Voting
Rights. The Ad Hoc members shall remain
without voting rights in the general affairs of the Corporation.
ARTICLE IX
ADVISORY COMMITTEE
9.1
Appointment and Composition.
The Board
may appoint an Advisory Committee, consisting of people who, through
their
influence or expertise, can provide special aid and insight into the
operations
of the Corporation and further its goals and purposes.
Members of the Advisory Committee do not need
to be Members of DALRC. The number of Advisory
Committee members may
range from 0 – 5.
9.2 Voting
Rights. The
Advisory Committee members
shall have no voting rights.
9.3
Meetings.
The Advisory Committee members will attend
regular quarterly meetings at the request of the Board, when necessary,
to
provide assistance on specific issues pertaining to their expertise.
ARTICLE X
INDEMNIFICATION OF
DIRECTORS, OFFICERS, MEMBERS AND OTHER AGENTS
10.1 Indemnification.
DALRC shall, to the maximum extent permitted by law,
indemnify each of
its agents against expenses, judgments, fines, settlements and other
amounts
actually and reasonably incurred in connection with any proceeding
arising by
reason of the fact that any such person is or was an agent of DALRC,
provided
that such agent acted in good faith and in a manner such person
reasonably
believed to be in the best interests of DALRC.
For purposes of this Section, an
“agent” of DALRC includes any person
who is or was a Director, Officer, Member, or other agent of DALRC, or
is or
was serving at the request DALRC as a Member, officer, or agent of
another
trust, partnership, joint venture, nonprofit corporation or other
enterprise,
or was a Member, officer, employee, or agent of the Delta Section 1114
Non-Pilot Committee of Retirees appointed by the United States
Bankruptcy Court
of the Southern District of New York; “proceeding”
means any threatened,
pending or completed action or proceeding, whether civil, criminal,
administrative or investigative; and “expenses”
include but are not limited to
attorneys’ fees and any expenses of establishing a right to
indemnification
under this Section.
10.2 Expenses. Expenses
incurred in defending any proceeding shall be advanced by DALRC to the
agent
prior to the final disposition of such proceeding upon receipt by DALRC
of an
undertaking by or on behalf of the agent to repay such amount if it
shall be
determined ultimately that the agent is not entitled to be indemnified
as
authorized hereunder.
ARTICLE XI
MISCELLANEOUS
11.1 Fiscal
Year. The
fiscal year of the Corporation shall be
January through December.
11.2 Annual
Audit. The
financial transactions of the Corporation
and its books and accounts may be audited and or reviewed annually by
an
independent certified public accountant.
11.3 Financial
Matters. All plans for solicitations, allocation to and
distribution of funds
shall be approved by the Board of Directors.
11.4 Amendment. These Bylaws may be
amended or repealed by a
majority vote of all members of the Board of Directors present at a
meeting
provided advance Notice of the changes has been provided. No amendment
shall be
considered which will make DALRC no longer a nonprofit corporation.
11.5 Definitions.
(a)
“Act”
means the State of Delaware General Corporation Law,
as amended.
(b)
“Board”
means the Board of Directors of the Corporation.
(c)
“Corporation”
means DALRC.
(d)
"Department"
means each of the following five work areas of Delta Air Lines:
(i)
Airport Customer Service;
(ii)
In-Flight Service;
(iii)
Sales, Marketing and Reservations;
(iv)
Technical Operations.
(e)
“Director”
means an individual serving on the Board.
(f)
“Members”
mean the individuals that satisfy the requirements for membership set
forth in
Article 3 of these Bylaws.
(g)
"Notice" shall mean written
notice that is given to any person, either personally or by sending a
copy by
first class or express mail, postage prepaid, or by telegram (with
messenger
service specified), telex or TWX (with answer back received) or courier
service, charges prepaid, or by facsimile or electronic mail
transmission, to
his or her address (or to his or her telex, TWX, facsimile number, or
electronic mail address) appearing on the books of the Corporation or,
in the
case of Directors, supplied by him or her to the Corporation for the
purpose of
notice. If the
notice is sent by mail,
telegraph or courier service, it shall be deemed to have been given
when
deposited in the United States mail or with a telegraph office or
courier
service for delivery to that person or, in the case of telex or TWX,
when
dispatched or, in the case of facsimile or electronic mail, when
receipt has
been confirmed. A
notice of meeting
shall specify the place, day and hour of the meeting and any other
information
required by the Act. Except
as otherwise
provided by the Act or these Bylaws, when a meeting is adjourned, it
shall not
be necessary to give any notice of the adjourned meeting, or of the
business to
be transacted at an adjourned meeting, other than by announcement at
the
meeting at which such adjournment is taken.
Adopted:
__________________
[date]
010209
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