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Cupertino Public Facilities Corp Bylaws" ' tn 'liiifflfflil')'-" "" ' "' "- 13031-5 JHHd:BDQ:ram 04/30/86 06/02/86 21959 BYLMIS OF CUPERTINO PUBLIC FACILITIES CORPORATIOH ARTICLE I Offlces and Seal Sectlon 1. Offlces. The prlnclpa1 offlce of the Corporatlon for the trBnsa busThall be Clty Hall, 10300 Torre Avenue, Cupertlno, Ca11fornla 95014. The Board of D1rectors may, hovever, fix and change from time to tlme the prlncipa1 offlce from one 1ocation to another by notlng the change of address in the mlnutes of the meeLlng of the Board of Dlrectors at vhlch the address vas fixed or changed. The fixlng or changlng of such address shall not be deemed an *yendment to these By1avs. Sectlon 2. Seal. The Corporatlon shal1 have a seal, consisting of two (2trlrc1es h'!th the vords 'Cupertino Pub1ic Facllities Corporatlon,' vith the date of incorporatlon of this Corporation. ARTICLE II Directors Sectlnh 1, Povers. Subject to the 1imitations of the Artic1es of Incorporation of this Corporation, thr terms of these By1a'-is, and the 1avs of the State of California, the povers of this Corporation shall be vested in and exercised by and its property controlled and its affairs conduc:ed by the Board of Directors. Section 2. Number. The Ccrporation shall have five (5) Directors. Directors are co11ectively to be xncivn as the Board of Directors. The number of Directors may !:ie changed by a By-lav or aniendment t!iereo5 du1y adopted 5} the Board of Direc!ors. Section 3. Se1ection, Tenure of Office and Vacancies. The rhembers of the City Council of the City of Cupertino, California (the "City") shall constitute the Board of Directors of the Corporation, and each member of the City Ccunc'i1 of the City shal1 be and remain a member of the Board of Directors af the Corporatlon for so long as such member remains a rneiber of the City Council of the City. The Hayor of the City sha11 sit as Chairman of the Board cf Directors. Section 4. Compensation. Direciors sha11 serve vithout compensation but each Director may be reimbursed nis or her necessary and actual expenses, inc'ludfng travel incident to hfs services as Director, pursbant to *fZ resolutlon of the Board of Dlrectors. decllne sald relmbursement. Any Dlrector may e1ect@ hver, to Sectlon 5. Orgamzatlori ?4eetlnqs. Irmiedlately rolloylnq the annua? meeting of the Board of Dlrectors or any specla1 meetlng of the Board of Dfrectors at vhlch Dlrectors shal'l have been elected, the Dlrectors shall meet for the purpose of organlz'ing the Board, the e1ectlon of officers and the transactlori or su:h buslness as may come before the meetlng. Pendlng such orgarrlzatlon meetlng, all offlcers of the Corporatlon shall hold over, except any offjcer requlred by lav or these By1aws to be a Dlrector and vho does not qualjfy as a Director. A Director e1ected at such meetlng of the Board of Directors sha11 forthvlth become a merriber of the Board of Dlrectors for purposes of such organ1zatlon. In the event such an organlzat1ona1 meetlng sha11 not be held itmiedlate1y fo11ovfng such meeting of the Board of Directors, lt shall thereafter be he1d at the next regu1ar meeting or at a speclal rneetlng and notice thereof sha11 be glven in the manner provlded ln Section 9 of thls Artic1e for notice of speclal meetings. Sectlon 6. Reqular and Orqanlzatfonal Meetinqs. Regular meetlngs of the Board of Directors sha11 be held at such time as the Board may flx by resolution from time to time: provided, hovever, that at least one regular meeting shall be he1d each year and such meetings sha11, in al1 respects, conform to provisions of the Ralph M. Brovn Act, being Sections 54950 through 54961 of the Government Code of the State of Ca1ifornia (the "Brown Act"). No notice of any organizational meeting of the Board of Directors, he1d irnmediate1y fo11oving the annua1 meeting of the Board of Directors or on or after any special meeting of the Board of Directors sha11 have been elected, need be given; provided, that if such an organizational meeting is not held immediately folloving such meeting of the Board of Direciors, then notice thereof shal1 be given in a manner provided in Section 9 of this Article, in the same manner as notice of specia1 meetings. Section 7. Special Meetinqs. Special meetings of the Board of Directors shall be cal1ed, noticed and he1d in accordance with the provisions of Section 54956 of the Brown Act. Section 8. . A quorum shall consist of a majority of the members of the Board of Directors unless a greater number is expressly required by statute, by the Artic1es of Incorporation of this Corporation, or by these Bylaws. Every act or decision done or made by a majority of the Directors present at a meeting du1y held at which a quorum is present, shal1 be the act of the Board of Directors. Section 9. Order of Busir;ess. The order oF business at the regular meeting of the Board of Directors and, so far as possib1e, at a1l other meetfngs of the BoarrJ of Directors, shall be essentially as follows, except as otherwise determined by the Directors at such meeting: (a) Report on the number of Directors present in person in order to determine the existence of a quorum. -2- (b) Readlng of the notlce of the meetlng arid proof or the de1lvery or malllng ther'eof, or the valver or valvers of notlce of the meetlng then flled@ as the case may be. (c) Readlng of unapproved minutes of prevlous meetlngs of the Board of Dlrectors and the taklng or actlon vlth respect to approval thereof. (d) Presentation and conslderatlon of reports of officers and commltteeS. (e) E1ectlon of Directors. (f) Unfinished buslness. (g) Hem business. (h) Adjournment. Section 10. Resiqnatiori and Removal of Directors. Any Dfrector of this (,orporation may resign at any ttme by giving vrftten notice to the President or to the Board of Directors; prov5r:Jed, hoyever, ln the event of such resignation, such Director's position sria11 remaln vacant unti1 a nev City Counci1 member is elected to fi11 such Director's position as Clty Council member, Such resignation shall take effect at the tiw: specified therein, and, un1ess otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any Director may be removed by the Board of Directors at any regu?ar meetfng or at any special meeting of the Board of Directors, the notice of whic!"i, among other things, indicates that the removal of one or more Directors identified therein sha11 be considered at such meeting by reason of such Directors' (l) unexcused absence for four consecutive meetings of the Board of Directors, or (2) commission of any act vhich tends to discredit the Corporation. Section 11. Non1iabi1iiy for Debts. The private prop=rty of the Directors sha11 be exempt from execution or other liabilfty for any de5ts, 1iabi1ities or ob1igations of the Corporation and no Dfrector shali ba 1iable or resp:insib'le for any debts, 1iabi1ities or obligations of the Corporation. Section 12. Indemnity by Corporation for Litiqation Exr,enses of Offlcer, Direc".or or Emp1oyee. Should any Director, officer or employee of the Corporation be sued, either a1orie or vith others, because he is or vas a director, officer or eiployee of the Corporation, in any proceeding arts'ing out of his a11eged misfeasance or nonfeasance in the performance of his duties or out of any a11eged wrongfq? act against the Corporation or by the Corporation, indemnity rcr his reasonable eypenses, including attorneys' fees incurred in the defense of the proceedir)s, may be assessed against the Corporation, its receiver, or its director by the court in the same or a separat= proceeding if the person sued acted in gocd faith and ir, a ffianr!er such person reasonably be1ieved to be in the besi ihterests of the Corporation and, in the case of a crimina1 prsc=eding, had no reasonable cause to be11eve the conduct of such person yas unlawfvl The aiount M SuCh i ndemni t} Shal1 be SO mtJ Ch Of the expe 'l SeS, inC luding at tar neJ S ' feeS * -3- fnCurred lri the defense Of the prOCetdlq, 8S the COurt deterf!in!S and FINDS to be reasonable. AIIT!CLE m Cfiflcers Sectlon 1. Officers. The officers of the Corporatfon shall be a Presldent, a Vlce nt, a Secretary, a treasurer and such other @fflcers as the Board of Directors may appolnt. !hen the dutles do rxt confHct, one person, other than th= Presldent, may hold more than one of these offices. The Corporatlon may also have, at the dlscretlon of the Board of Directors, one or more addltlona1 Vlce Presldents, one or more Asslstant Secretarles, and one or more Asslstant Treasurers, Sectlon 2. Electfon of Officers. The offfcers of the Corporatfon shall be chosen by and shal1 serve at the pleasure of ti;= Board of Dlrectors arid each sha11 hold offlce unti1 he sha1l resign or shal1 be removed or othervise dlsquallfied to serve or hls successor sha'!1 be elected and quallfled to serve; except that the Treasurer of the Corporation sha11 be the Director of Finance of the City Section 3. Subordinate Officers. The Baard of Directors may elect or authortze the appointment of such other officers than those hereinr.bove mentioned as the business of the Corpriration may require, each of vhcm sha11 ho1d office for such period, have such authority and perform such duties as are provided in these Bylavs, or as the Board of Dtrectorq from time to tfme may authorize or determine. 5B(tion 4, Removal of Officers. Any officer may be removed, elther with or hithout cause, by a majority cf the Directors then in office at any regu1ar or special meeting of the Board, or, exceot ln the case of ar; officer chosen by the Board of Directors, by any officers upon vhom sucS power of removal may be conferred by the Board of Directors. Shou1d a vacancy occur in any office as a result of daath, "esiqnation, removal, disqualification or any other cause, the Board of Directors may de1egate the powers and duties of such office to any officers or to any Directors cntil such time as a successor far said office has been =1ected and appointed. Section 5. President. The President shal1 preside at al1 aeetings of the Board of Directors and exercise and perform such oiher posers and duties as may be from time to time assigned to him by the Board of Directors or be prescribed by the Bylaws. The Presideht sha11 also be the chief corp-irate officer of the Corporatiori and shall, subject to the control of the Board or Directors, have genera? supervision, direction and control of the business anJ officers of the Corporation. He shal1 preside at al1 meetings of the Board of Directors. He sha11 be ex officio rnem!:ier of all standing cormiit:ees, and Snal? havP the gereral povers and dutieS Of management usua11y VeSted in the office of President of a corporation and shall have such other pCiser> and duties as may be prescribed by the Board of Directors or by these By)avs. -4- Section 6. Vice Prtslderil In the ab:erice or dlsablllty or th Prtildent, the Vfce President, or the V1ce Presldenti In order or theft ranks al f4xea by the toaro or 01rectors* or ir not ranked, the vic@ Preildent deslgnated by the BOard Or Dlrectori* shati perform a?1 trie dutie! Of the President and Vheri SCI 8Ctlr< Shall haV! , , tse prrverS or aZ be %ubjeCt tO a1't Of the rettr"lCtlOns utxn the Preildent. The Vlce PRESIDENTS $Hall tlaVe %uCh Other pO'aerS and perfofi'n PauCh Other dutleS AS e!4y rrOffl tfffie to tlme be prescrlbed ror them, r=spectlvely, by the Board or Directors cr b}theSeBylavs- Sectlon 7. . The Secretary shall keep or cause to be kept a book o at the prlnclpa1 offlce or at such other place as the 8aard of Dlrectors may order, or all meetlngs of the Directors, vlth the tm arid place of holdlngl vhether regolar or speclal, and 1 € ipecla1, hov authoSzedi the notlce thereof glven. the names of those present at Dlrectors' meetings and the proceedlr.gs thereol The Secretary :ha11 glve or cause :o be qlven notice of arl meetlngs of the Board of Dfrectors of the Corporatlon, shall keep the corporate records ln sure custody and shall have such other povers and perf'ors such other dutlcs as may be prescrlbed by the b..iard of Dlrectors or these 6ylavs. Section B. Treasurer. The Treasurer sM1l keep and malhtaln or cause ta be kept and mairotained adequate and correct amourits of its assets, lla5iHtles, recelpts, dfstiursements, gains and 'losses. The boks of accouht shal1 at al1 times be open to inspection by any Director. The Treasurer shal1 deposit all rnonies and ott,er veluables lri the nar:e am to the credit of the Corporation in such depositorles as may be designated by the Directors. He sha11 dlsburse the funds of the Ccirporatlon AS shall be ordered by the Board of Directors, shall render to the Presldent and the Directors vhenever they shaH request lt, an account of all of his transactions as Treasurer and of the financia'i condltton of the Corporatlon, sha1l take proper vouchers for al1 disburseri,nts of the funds of the Corporation, and shall have such other pover= and perform such other dutfes as may be prescribed tiy the Board of Direr.Lors or by these Bylass. Section 9. Assistant Secretartes ant; Assistant Treasurers. The Assistarit Secretaries and the Assistant Treasurers in the craer of their seniority as specified by the Directors shal1, iri the abseqce or disability or the Secretary or the Treasurer, respectively, perforr: the da!ies arc exercise the povers of the Secretary or Treasurer ara' shaN perform such duties as the Board of Directors shal1 prescribe. ARTICLE IV Objects arid %rpases 5ecjion 1. Nature of Objects and Pur(.:ises- The 5u5in@55 of 1hi5 Corporation is to be operated and cortducteu in she prorr+o:iori of its objects and purposes as set forth in Article II cf iis Artic?ps of Incorgoration. Section 2. Dis olcttion. The Corporatiori rriay the dissolved :)ya vote sir the Directors, or by the action of :he Board of Directors in ac:ordarce vith the provisions of Califorr.i4 1av. r")On the disso1ution or nin0ir.g up of -'i- thls Corporatlori@ and after payment or provlsion for payment, all debts arc llabmtleS, the assets Of thl$ Corporation Shall tie dl$trltiuted tO the (lty, If for any reason the Clty lx unablp or unvllllng to accept the assets or the Corporatlon, sald assets vll1 be dlstrlbuted to the Federal Goverrwnt: to a state or local government ror pub?lc purposes: or to a nonproflt fund, foundation, or corporatlon vhlch ls crganlzed and operated for charltable pqrposes and vhlch has estabHshed lts tax-exempt status under Sectlon 50.(c)(3) or 501(c)(4) of the fnterna1 tevenue Code of 1954* as amended. taxation pursuant to Section 501(c)(3) or 501(c)(',) of the Interna1 Revenue Code of 1954, as amended, and from State taxation, upon comp?lance vlth the provlslons of Callfornla 1av re1atlng to merger and conso11datlon ARTICLE V General Provlsions Section 1. Payment of ?4oney, Siqriatiires. A11 checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the Corporatfon and any and all securitles ovned by or held by the Corporation requlring signature for transfer sha11 be signed or endorsed by such person or persons and in such manner as from time to time shall be determined by the Board of Directors. Sec'.ion 2. Execution oF Contracts. The Board of Directors, except as in the Bylavs othervise provided, may authorize any officer or offfcers, agent or agents, to enter into any contract or execute any contract or execute any instrument in the name of and on beha1f of the Corporatton and such authority may be genera7 or confined to spec5f5c instances and unless so authorized by the Board of Directors, no offfcer, agerit or emp1oyee sha11 have any pcver or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liati1e for any purpose or in any amount. Section 3. Fiscal Year. The fiscal year of the Corporation shal1 commence on 'bf1e 1st day of Ju1y of each year and sha11 end on the 30th day of June of the next succeeding year. Section 4. Annual Audit. The affairs and financial condition of the Corporation shal1 be audtted annually at the end of each fiscal year 'commencing hith fiscal year 1985-1986 by an independent certified public accountant se1ecied by the Board of Directors and a vritten report of such audit and appropriate financial statements sha11 (:re submitted to the E'oard of Directors prior to the next regu1ar tneeting of '.he Board of Directors of the Corporation fol1owing the completion of svch audit. Additional audits anay be authorized as considered necessary or desirab1e by the Board cf Directors, -6- ARTICLE Vr Exempt Actlvltle$ Notvlthstanding any other provfflons of these 8y1avs, no CHrector, oFflcer, employee or represeritatlve or thls Corporatlon shal1 take ar.y actlon or carry on any actfvlty by or on behalf or the Corporatlon not permltted to be taken or carrled on by an organlzatlon exempt under Secllon 501(c)(3) or 501(c)(4) or the Internal Revenue Code or 1954@ as amermed, and the Regulatlons proailgated thereunder as they nov exlst or as they may hereafter be amended. ARTICLE Vll Amendment to Bylavs These Bylavs D'lrectors. may be amended by rnajorlty vote of the Coard of ADOPTED b} thP ;Qar'd Of Dlrectors Of ihe Cupertlno Pub1ic Facilltles Corporptlon on Jun'.= 2, 1986. SecrpAry -7- S[CRETARY'S CERTIFICATE I, the underslgned, do hereby certlfy: 1. That I an the duly elected and actlng Secretary of the Cupertlr+o Publlc Facl11tles Corporatlon, a Callfornla nonproflt publlc beneflt corporatlon; and 2. T%at the foregoing By1avs constltute a full, true and corpect copy of the Bylavs of sald Corporatlon ln ful1 force and effect as of tri; date hereof. of IN fflfTNESS kHEREOF, I have hereunto subscr'lbed my native thls ,1986. day I / l/ , y Secre -8- 1532485 P!LffD JUN O ':' tga:s ARTICL[S OF INCORPORATIaN a'a "a fil d!b!;e CUPERTINO PUBuC FACILITI[( CORPORATION I. The name of thls corporatfon ls the Cupertlno Publlc Facl11tles Corporation. II. A. This corporatlon ls a nonproflt publlc benefft corporatlon and ls not organlzed for the private galn of any person. It ls orgarvlz=d under the Nonprofit Publlc Benefit Corporat'ion Lay for charitab1e purposes. B. lhe purposes for vhich this corporation is formed are: (1) The specific and primary purposes for vhtch this corporation is formed are: a. To render financial asststan:e to the City of Cupertino, State of California (the "City"), by financlng, refinancing, acquiring, constructlng, improving, leasing and sel1ing buildings, bui1ding improvements, equipment, e1ectrical, vater, sever, road and other pubjic improvements, larr's, and any other real or personal property for the benefit of residents of the City and surrounding areas. b, To acquire by lease, purchase or otherwise, rea1 or persona1 property or any iriterest therein; to construct, reconstruct, modify, add to, improve or othervise acquire or equip buildings, structures or improvements and (by sale, lease, sublease, leaseback, gift or othervise) make any part or all of any such real or personal property available to or for the benefit of the residents of the C5'.y. c, To promote the comn good and genera1 welfare of the residents of the City, and the governmental enterprises in the City and surrounding areas by the acquisition of the real and personal property as hereinabove described. d, To borrov the necessary funds to pay thp cost of financirig, refinancing, acquiring, constructing, replacing, estab1ishing, improving, maintaining, equippirg and operating such properties and facilities for the herein described purposes, the indebtedness for hhich borrowed money may, but * J T need not, be evldenced by secur'ltles or thls corporatlori or any klnd or character 'Issued at any one or ryre tlms, vhlch may be elther unsecured or secured by any aortgage, trust deed, oledge, encumbrance or other llen upon any part or ail or the properlles and assets at any tlme then or thereaftera owned or acqulred by thls corporatlon. e. To recelve 11mlted ora condltiona1 glfts or grants ln trust, j , or by vay of testamentary devlses, bequests or grants ln trust, or othemse, funds of ail klnds lncludlng property, both rea1, personal and mixed, vhether prlnclpa: or lncome, tangjb1e ar Intangtb1e, present or future, vested or contlngent, ln order tc' carry on the purposes of thls corporatlon. (2) The general purposes and povers are to have and exercfse a?l rlghts and powers riov or hereafter conferred on nonproflt corporatloqs under the 1avs of the State of Callrornja; provfded, hovevar, that this corporatlon shal1 not, except to an lnsubstantlal degree, engage in any actlvltles or exercise any powers that are not ln furtherance of the specific and primary pvrposes of thls corporation; provlded, further, that this corporation shall not have the poyer to, and shal1 not, do any act or conduct any activity, plan, scheme, design or course of conduct vhich in ar,y vay conflicts vith Sections 501(c)(3) or 501(c)(4) of the Interial Reve;iue Code of 1954, as amended, arid regu1ations promu1gated pursuant to such Sections as they nov exist or as they may hereafter be amended. III. The name and address in the State cif Ca1ifornia of this rorporatlon's initla1 agent for service of process is: Sr. Blaine Snyder Director of Finance City of Cupertfrio 1C1300 Torre Avenue Cupertino, CA 95014 IV. 7tl@ County in the State of California vhere the principle offices for the transaction off the business of this ccrporation is Santa Clara County, The property of this corporatioq is irrevocabiy dedicated to charitable purposes and no part of the net in:ome or assets of th'!s corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person. -2- V. A. Thls corporatlon ls organized and operated by a group of publlc splrlted cftlzens exclusfve?y for chat-ftab?e purposes vltltfn the meaning or Sectlon 501(c)(4) of the Internal Revenue Code or 1954@ as amended. B. Notv'lthstandlng any other provlslon of these Artlcles, thls corporatlon shall not carry on any other actlvltles not pertltted to be carrled on by a corporatlon exempt form federal lncome tax under Sectlon 501(c)(4) of the 7nternal Revenue Code of 1954, as amended, C. No su!;istantla1 part cf the activftles of thls corporatlon shall conslst of carrylng on propaganda, or othervise attemptlng to lnfluence legfs1at1on, and this corrioratlon shal! not partlclpate or intervene ln any po11tlca1 campaign (inc1uding the pub11shlng or dlstrlbutlon of statements) on behalf of any candldate for po11tlcal offlce. A. Diyring the continuance of of its assets to the Unfted States any po11tical subdivision thereof, corporation vhich is organized and social ve?fare purpose and vhich has Section 501(c)(3) or 5C)1(c)(4) of amended. VI. this corporatlon, ft rnay dls'!.rlbute any of Arnerfca, the State of Callfornla, or to a nonprofit fund, foundation or operated exc1usive1y for charltable or established lts tax-exempt status under the Interna1 Revenue Code or 1954, as B. Upon the dissolution or vinding up of this corporation, its assets remaining after payment of, or provision made for the payment of, all debts and liabilities of this corporation, shan be distributed to the United States of America, the State of California, or any political subdivision thereof, or to a nonprofit fund, fcundation or corporation vhich is organized and operated exc1usive1y for charitable or social ve1fare purposes and vhlch has estab1'ished its tax-exempt status under Sectiori 501(c)(3) or 501(c)(4) of the Interna1 Revenue Code of 1954, as amended. -3- IN NITNESS WER[OF, the umerslgned, belng the lncorporator of thts corporatlon, has executed these Artlcles of Incorporatlon, th'ls 30th day of f4ay, 19%. erlan D. Quln Incorporator -4- ACTIOH BY VRITTEH CONS[HT OF INCORPORATOR CUPERTINO PUBLIC FACILITIES CORPORATION The underslgned, as sole lncorporator or thls publlc beneflt corporatlon, took the belov stated actlon on June 2, 1986, at 7:00 p.m., at the offlces of the Clty of Cupertlno, Callfornla pursuant to Sectlon 5134 of the Callfornla Corporations Code (or the purpose of electing lnltlal dlrectors and settfng the tlme and p1ace for the organ!zatlonal ryetlng. It vas noted that th= Artlcles of rncorporatlon yre duly flled vlth the Secretary of State of Ca11fornla earller on June 2, 1986 and that corporatlori number vas asslgned to thls corporatfon, RESOLVED, that the fol1ovlng persons be selected as the in!tla1 dlrectors of the corporation: John H. Gatto Philip N. Johnson John J. Plungy, Jr. Barbara A. Rogers !i. Reed Sparks BE IT FURTHEP RESOLVED, that the organlzationa1 rneetlng of the corporation be helci on June 2, 1986, at 7:00 p.gi., at the offices of the City of Cupertino, Californla, and that the notlce of such meeting sent to the in4tlal directors and other interested persons by Mr. Blaine Snyder, 1s hereby approved and ratified. A11 further organizational matters being left for the nev directors to take actlon upon, the meeting vas adjourned, B I'/' !L ilNPj" -h.e'!Tl'Tllfljk!ffll.l!-l!!!!;eiT.a.a'- '1':-7(.J!n:3!rfia)k'!H!$:Jc[TlLIJ)MfETal_:Jl'!l'-J 'U €ki:ffik'll. !!J!('!%njP!iffi'4F(aI'.'it4#_k, aLf..il"N !!JakW.r4diiTh!!:lff!:"i'!u&')[T.!I%ffi':iae't:M:iK:!tSi(la32?,GiKk'!4",?.'i!15,'!!('Mil;F%!'.:!l!!!it!t'A!iffil!I::fn't!!i:fii-$'i:\ alJ'J:""iUlSJ .'%'ii"'SllPl'.ba!!-':4&'!'Fj'Viiu[NVl:il;IFIII-fia!!=Wi'!?JN'MafHS"::A!HG!'Jr!M!41a-i:0;Jig"Ji'J'iH-.'-!liii'U'jJeiM'i: l'!€l:@l -t'il €i:j 'if-:;hjjj !n. 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