St Albans District
Community Savings and Loans since 2002
Tel: 01727 859135
St Albans District Credit Union is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority
© St Albans District Credit Union 2011
St Albans District Credit Union Limited
(Registered under the Industrial and Provident Societies Act 1965)
NAME, REGISTERED OFFICE, OBJECTS, PERMISSIONS, POWERS AND SOCIAL GOALS 5
Registered office 5
Social goals 5
Common bond qualifications for membership 6
Limitations on membership 6
Joint Accounts 6
Non-qualifying Members 6
Junior savers 7
Applications for membership 7
Register of Members 8
Cessation of Membership 8
Withdrawing from membership 9
Expulsion from Membership 9
Notice of expulsion 10
Appeal against expulsion 10
Liability of withdrawn and expelled Members 10
Availability of Rules 10
Dormant accounts 11
Non-Deferred Shares 12
Deferred Shares 12
Minimum Shareholding 12
Maximum shareholding 13
Withdrawing Shares 13
Insuring shares 14
Financial Services Compensation Scheme 14
Loans to Members 14
Loans to Officers and employees of the Credit Union 15
Insuring Members’ loans 15
Recovering loans from Members 15
APPLICATION OF SURPLUS 15
Calculation of profit 15
Building institutional capital 16
Distribution of surplus 16
Dividend on Shares 16
Rebate of interest on loans 17
Payment of dividends and interest rebates 17
MEMBERS’ MEETINGS 17
Attendance at Members’ meetings 17
Annual General Meeting 17
Notification of Members’ meetings 17
Special general meetings called by the Credit Union 18
Special general meeting at Members’ request 18
Special general meeting called by the supervisory committee 18
Business at a special general meeting 19
NOMINATING AND ELECTING OFFICERS 20
Nomination for election 20
Nominating committee 21
Election of Officers 21
Prohibition of certain persons as Officers 21
Terms of office 22
Board of Directors 22
Election of office holders 22
Casual vacancies 22
Timing and notification of Board meetings 22
Voting at Board meetings 23
Attendance at Board meetings 23
Chairing Board meetings 23
Failure to attend meetings 23
Delegation of powers 24
Validity of actions 24
Responsibilities of Directors 24
Vacation of office 26
Payment of expenses and honoraria 26
CREDIT COMMITTEE AND LOAN OFFICER 27
Roles and responsibilities 27
SUPERVISORY COMMITTEE 27
Roles and responsibilities 27
Suspension from office 27
Suspension from the supervisory committee 28
OFFICERS AND EMPLOYEES 28
Conflict of interest 28
ACCOUNTS, AUDIT, ANNUAL RETURNS AND RULES 29
Appointment of auditor 29
Availability of accounts 29
Filing of accounts with the Relevant Authority 29
Auditor’s entitlement to attend meetings 30
MAINTENANCE OF MEMBERS’ ACCOUNTS 30
Inspection of accounts 30
Record of account 30
Conducting transactions 30
Claims on accounts of deceased, bankrupt or insolvent Member 31
AMENDMENTS TO RULES 31
Amendments to Rules 31
COMPLAINTS AND DISPUTES 32
Internal complaints procedure 32
Distribution of funds on dissolution 32
MEMBERSHIP OF THE ASSOCIATION 33
1. The name of the credit union shall be:
St Albans District Credit Union Limited (hereinafter referred to as ‘the Credit Union’.)
2. The registered office of the Credit Union shall be at 135 Hatfield Road, St Albans.,
Hertfordshire, AL1 4JX, or at such other place as may from time to time be
determined by the Board of Directors and registered with the Relevant Authority.
3. The objects of the Credit Union are:
a) The promotion of thrift among its Members of the society by the accumulation of their savings;
b) The creation of sources of credit for the benefit of its Members at a fair and reasonable rate of interest;
c) The use and control of Members’ savings for their mutual benefit; and
d) The training and education of Members in the wise use of money and in the management of their financial affairs.
4. The Board of Directors shall be responsible for ensuring that the Credit Union. applies for, obtains and maintains all necessary permissions to operate legally as a credit union
5. The Credit Union shall have full power, subject to the law and the Relevant Authority’s requirements attached to any permission held, to do all things necessary or expedient for the accomplishment of its objects.
6. The Credit Union may, by resolution of its Board of Directors, adopt one or both of the following additional social goals within its policies:
a) To contribute towards the alleviation of poverty within the community; and
b) To contribute towards the economic regeneration of the community.
provided that these social goals are only pursued within the scope of the
objects of the Credit Union.
7. Admission to membership of the Credit Union is restricted to:
a) An individual who resides in, or is employed in, the locality of Herfordshire as delineated in red on the attached map.
b) A body corporate, an individual in his/ her capacity as a partner in a partnership, an individual in his/ her capacity as an officer or member of the governing body of an unincorporated association, if the body corporate, partnership or unincorporated association has:
i a place of business in the above locality; or
ii the following significant connection with the above locality: is a housing
provider to residents in the above locality.
c) An individual who is a member of the same household as, and is a relative of, an individual who is a member of the Credit Union and falls directly within a qualification referred to above.
8. The Board of Directors shall ensure that at all times the number of Corporate Members in membership of the Credit Union does not exceed 10% (or such other amount as prescribed by law) of the total number of members of the Credit Union. If the number of Corporate Members should exceed the limit prescribed at any time then the Board of Directors shall take all steps to reduce the number below the limit prescribed by expelling from membership those Corporate Members determined by the Board of Directors using a policy and procedure determined by the Board. In determining the policy for the expulsion of Corporate Members the Board of Directors will conduct an assessment of the impact to the Credit Union of expelling any particular Corporate Member.
9. The Credit Union may offer a joint account facility to Members that are individuals. A joint account shall only be available to two individuals who each qualify for, obtain and continue to hold membership under the common bond qualification. The Credit Union shall establish a procedure on the operation of a joint account.
10. In the event of the death of one of the holders of a joint account, the joint account shall, subject to any contrary written agreement between the holders and lodged with the Credit Union, become the property of the survivor.
11. A Member who ceases to fulfil the qualifications for admission to membership shall become, and shall be referred to in these Rules as, a Non-Qualifying Member. A Non-Qualifying Member may, subject to approval by the Board of Directors, retain their membership and voting rights in the Credit Union, and continue to acquire Shares and to receive loans subject to legislation and the provisions of these Rules.
12. The number of Non-Qualifying Members shall not exceed 20 per cent of the total membership. If the number of Non-Qualifying Members should exceed 20 per cent at any time then the Board of Directors shall take steps to reduce this number to or below 20 per cent. Ultimately the Board of Directors shall be required to expel from membership those who have most recently become Non-Qualifying Members, subject to these Rules.
13. The Credit Union may take deposits from a person who would otherwise qualify for membership of the credit union according to rule 7 of these rules and is under the age at which, defined in rule 14 of these rules; he may become a member.
14. A junior saver, who is eligible for membership of the credit union according to rule 7 of these rules, shall convert to full membership of the Credit Union upon reaching the age of 16, provided that no person that has a deposit in a child trust fund account or a junior ISA is eligible for membership of the Credit Union until they have reached the age of 18 years.
15. The Credit Union may, if the Directors so determine, take Deposits up to a total of £10,000 or 1.5 per cent (or such other sum as may be permitted by the Relevant Authority), of the total shareholding of the Credit Union from a junior saver of the Credit Union, whichever is the greater.
16. No applicant shall be admitted into membership of the Credit Union unless the applicant supports the objects and social goals of the Credit Union, has paid such entrance fee as required, has completed an application for membership in a form accepted by the Board of Directors and the Board has approved the application using such procedures as agreed by them from time to time.
17. An applicant for membership of the Credit Union may be admitted to membership only when:
a. They fall within the common bond and as a result qualify for admission to membership;
b. They have provided sufficient evidence to prove their identity (and proof of
incorporation if a corporate body) and address, as required to comply with all relevant laws and Regulations established in respect of money laundering prevention;
c. They have paid any entrance fee of an amount not to exceed £5 or any such reasonable amount sufficient to cover the administration costs of joining specified by the Board of Directors from time to time and agreed by the Members at the annual general meeting;
d. They have agreed to pay any annual administration fee of an amount not to exceed £5 or any such reasonable amount sufficient to cover the administration costs of membership specified by the Board of Directors from time to time and agreed by the Members at the annual general meeting; and
e. They hold and have paid for at least a £1 Non-Deferred Share in the Credit Union
18. A Member of the Credit Union may hold more than one account in the Credit Union.
19. The Credit Union shall keep, at its registered office, a register of Members as per section 44 of the Industrial and Provident Societies Act 1965, containing the following details:
a) The names and addresses of the members;
b) A statement of the number of shares held by each member and of the amount
paid or agreed to be considered as paid on the shares of each member; .
c) A statement of other property in the society, whether in loans, deposits or otherwise, held by each member;
d) The date at which each person was entered in the register as a member, and the date at which any person ceased to be a member;
e) The names and addresses of the officers of the society, with the offices held by them respectively, and the dates on which they assumed office. .
The register shall be so constructed so that it is possible to inspect the particulars therein mentioned in paragraphs (a) (d) and (e) of rule 19 without exposing the other particulars entered therein.
20. A Member shall cease to be such if:
a) They cease to qualify for admission for membership as specified in rule 7 and
subject to rules 11 and 12; or
b) They die, or if a body corporate, is wound up or goes into liquidation; or
c) They are a Member in the capacity of the Designated Representative of an unincorporated association or partnership (that is not a body corporate) which is wound up or goes into liquidation; or
d) They are a Member in the capacity of the Designated Representative of an unincorporated association or partnership (that is not a body corporate) which removes or replaces them as its Designated Representative, provided the following is adhered to:
1. any loans held by the Member are repaid in full;
2. any Non –Deferred Shares held by the Member are repaid in full by the Credit Union;
3. any deferred shares are transferred to another member of the credit union in accordance with rule 44
e) If the partnership or unincorporated association wishes to appoint another
Designated Representative then that representative should make an application for membership as per rules 16 and 17;
f) By virtue of a Member becoming a Non-Qualifying Member of the Credit Union, the number of Non-Qualifying Members exceeds the maximum permitted by these Rules or by law; or
g) By virtue of being a Corporate Member of the Credit Union who has been expelled in accordance with rule 8;
h) They voluntarily withdraw from the Credit Union in accordance with these Rules; or
i) At the discretion of the Board of Directors, membership shall be withdrawn if a Member’s Non-Deferred Share balance is not brought up to the minimum shareholding requirement as established by the Board in accordance with rule 46 within 6 months of becoming a Member of the Credit Union, or it is reduced to below the minimum shareholding requirement as established by the Board, and they fail to take action to increase their shareholding in accordance with rule 46; or
j) They are expelled by the Credit Union in accordance with these Rules.
21. A Member without any liability to the Credit Union may voluntarily withdraw from membership of the Credit Union at any time by applying for, and receiving, their shareholding in the Credit Union; subject to any notification period in place as agreed from time to time by the Board of Directors. Members with an outstanding liability to the Credit Union shall be required to settle their account prior to being permitted to withdraw from membership of the Credit Union.
22. Those Members holding Deferred Shares shall not have the power to withdraw them. Repayment of any Deferred Shares shall be made in accordance with the issue documents which comply with s31A CUA 1979,
23. Subject to the receipt of notice of expulsion in accordance with these Rules, a Member shall be suspended from participation in the Credit Union pending the completion of an investigation. The investigation may recommend the Member’s subsequent expulsion from membership of the Credit Union. Any recommendation for expulsion shall be voted upon by passing a resolution carried by a majority present at a joint meeting of the Board of Directors and of the supervisory committee.
24. A Member may be suspended, and subsequently expelled, from the Credit Union for any grave and sufficient reason including, but not limited to, the following:
a) Wilful breach of, or refusal to comply with, the Rules;
b) Divulging confidential information obtained by virtue of being a Member of the Credit Union;
c) Deceiving the Credit Union with regard to the purpose of money borrowed or its subsequent use;
d) Default and continued refusal to honour a debt (the loan repayment terms of which had been agreed in a signed loan agreement);
e) Maliciously and knowingly spreading incorrect reports about the management of the Credit Union;
f) Wilfully making any entry, error or erasure in, or omission from any passbook, record or return of the Credit Union with the intent to falsify it;
g) Actively working against the interests of the Credit Union and/or its membership;
h) Allowing their account to become dormant and failing to remedy the situation in accordance with rules 30 to 34;
i) Using the Credit Union as a vehicle for committing an offence under the Money Laundering Regulations 2007;
j) Committing an offence of dishonesty against the Credit Union, wilfully destroying or damaging records or other property of the Credit Union, or knowingly passing forged papers through the Credit Union;
k) If, after admission as a Member of the Credit Union, their application form is found to include wilfully false or misleading information or any defect is discovered in their qualification for membership at the time of their admission which in the opinion of the Board of Directors is of such consequence as to justify expulsion;
l) Abusive behaviour towards the employees or volunteers of the Credit Union.
25. A notice of expulsion of a Member shall be sent by special delivery to the last known Address of the Member, and shall contain a reference to the expulsion appeals procedure. The notice of expulsion of the Member shall not become effective until 30 days after the date of posting the notice of expulsion or until the result of any appeal, if any, whichever is the later.
26. A Member shall have 14 days from the receipt of a notice of expulsion to request an appeal against their expulsion. The Board of Directors shall, upon a request received in Writing from the Member on whom the notice of expulsion has been served, convene a special general meeting of the Members to consider the matter of their expulsion. The meeting shall be held not later than 60 days after the date on which the expulsion notice has been served on them. The Member shall have the right to be represented and heard at such special general meeting. The special general meeting shall have the power, by a majority decision of Members present, to confirm the Member’s expulsion or to direct that they shall remain a Member of the Credit Union. The result of the appeal shall be final.
27. Withdrawal or expulsion of a Member from the Credit Union shall not relieve such Member from any liability which existed at the time of their withdrawal or expulsion.
28. The amount deposited by a Member who withdraws or is expelled shall be paid to them as funds become available, but only after all monies owed by them to the Credit Union have been deducted. Any amount due to a withdrawn or expelled Member shall be repaid within a period of less than 60 days beginning on the day following the expulsion or notice of withdrawal. No payment shall be paid to such a Member unless all of their liabilities to the Credit Union have been fully discharged.
29. A copy of these Rules and any amendments made to them shall be made available free of charge on demand to every Member of the Credit Union upon admission to membership and shall be provided to any other person on demand and upon payment of an amount no more than the specified amount chargeable in law for the time being in force.
30. If a period of 12 months passes without any transactions on the account of a Member (or on any of their accounts if they have more than one), the Board of Directors shall have the discretion to declare that the account has become dormant. The Board may take account of any extenuating circumstances in making this declaration.
31. The Board of Directors shall have the discretion to charge an annual administration fee on each dormant account, an amount not to exceed £5 or any such reasonable amount sufficient to cover the administration costs of membership specified by the Board of Directors from time to time and agreed by the Members at the annual general meeting
32. In relation to a Member who does comply with the minimum shareholding requirement as set out in rule 46, but whose account is dormant, the Credit Union may alert the Member to the dormancy by contacting the Member in Writing at their last known Address notifying the Member that there have been no transactions on their account (or their accounts if they have more than one) during the last 12 months, and providing the Member with a six week period to determine the future use of their account(s).
33. Any communication in Writing made under rule 32 shall contain:
1. Information on reactivating or closing their account and withdrawing from membership;
2. Information about the right of the Credit Union to charge an annual administration fee;
3. Reference to rule 34 which enables the Credit Union to remove dormant accounts into a suspense account and subsequently expel the Member from membership.
34. If the Member does not reactivate or close their account(s) within six weeks of the Credit Union issuing the communication, the Board of Directors shall have the discretion to:
a) Hold any monies within the account(s) of such Member in a suspense account pending the Member’s subsequent withdrawal of their money, or activity on their account;
b) Charge the annual administration fee;
c) Expel the Member from membership of the Credit Union in accordance with rule 24.
35. The credit union may offer Non-Deferred Shares and Deferred Shares. The nominal value of each Share shall be £1.00. A Member must purchase and hold at least one £1 Share in the Credit Union.
36. The Credit Union may issue Interest Bearing Shares if it meets the criteria for doing so as may be prescribed by law, the Relevant Authority and these Rules.
37. When a Member opens a share account the Credit Union must inform the Member whether said share account will qualify for interest or dividend as per the Rules. If a Member is informed that they hold Interest Bearing Shares they must also be informed that if the Credit Union ceases to meet the criteria set out by law or the Relevant Authority to pay interest on Shares their Interest Bearing Shares will be converted to Dividend Bearing Shares.
38. If a Member’s Interest Bearing Shares are converted to Dividend Bearing Shares the Member must be informed using an agreed policy and procedure established by the Board of Directors.
39. Interest Bearing Shares shall not be eligible for a dividend and interest shall be set and credited using an agreed policy and procedure established by the Board of Directors.
40. Non-Deferred Shares shall be withdrawable subject to the provisions of rules 51 to 53.
41. Non-Deferred Shares shall not be transferable and the Credit Union shall not issue to a Member a share certificate denoting ownership of a Non-Deferred Share.
42. Members of the Credit Union shall be eligible to purchase Deferred Shares which may be issued by the Credit Union under the terms and obligations as set out in an Issue Document(s). Upon purchase the Credit Union shall issue a share certificate denoting ownership of a Deferred Share(s).
43. For any Deferred Share(s) issued to a Member the Credit Union must transfer an equivalent amount (in whole pounds) to reserves.
44. Deferred Shares are non-withdrawable but are transferable and repayable only in the circumstances set out in the issue document. Deferred Shares shall only be transferred to another Member of the Credit Union using a procedure agreed by the Board of Directors.
45. Deferred Shares do not hold the right to any additional votes in the Credit Union and shall not count towards, or be subject to, the required minimum shareholding specified in rule 46 nor the maximum shareholding specified in rule 47.
46. The minimum shareholding (excluding Deferred Shares) required to remain in membership of the Credit Union shall be a sum not exceeding £5.00 as may be determined by the Board of Directors. Deferred Shares are not included in the minimum shareholding. The Board of Directors shall have the discretion to withdraw membership from any Member whose account has not been brought up to the minimum Non-Deferred Shareholding requirement within six months of admission to membership, or any Member whose account is reduced below the minimum Non-Deferred Shareholding, through adopting the following procedure:
a) Providing notice in Writing to their last known Address
b) The notice shall require the Member to increase their shareholding to the minimum required or withdraw their Non-Deferred Shares within 6 months of the date of the notice.
c) If the Member has not taken action under (b) above the balance of the account may be declared by the Board of Directors to be forfeited to the Credit Union and membership shall be withdrawn on the same date.
47. No Member shall have, or claim an interest in, Non-Deferred Shares of the Credit Union, exceeding £10,000 or 1.5 per cent (or such other sum as may be permitted by the Relevant Authority), of the total Non-Deferred Shareholdings in the Credit Union, whichever is the greater figure.
48. Corporate Members in total shall not have, nor claim an interest in, fully paid up Non-Deferred Shares of the Credit Union exceeding 25 per cent (or such other amount as may be prescribed by law) of the total fully paid up Non-Deferred Shares of the Credit Union. If this percentage is exceeded the Board of Directors shall repay Non-Deferred Shares held by Corporate Members using an agreed policy until a point where the percentage is no longer exceeded.
49. The maximum Non-Deferred Shareholding limit of a joint account shall be double the limit on an account held by a Member that is an individual. The amounts held separately in an individual and joint account shall be amalgamated.
50. For the purpose of rules 47 and 48 the total fully paid up Non-Deferred Shares in the Credit Union shall be taken to be the total fully paid up Non-Deferred Shares as shown in the most recent annual return to have been sent to the Relevant Authority.
51. Subject to rules 52 and 53, money paid in on Shares, may be withdrawn by a Member on any day as provided for by the Board. However, if required, the Board may request up to sixty days’ notice from a Member of their intention to withdraw their shareholding.
52. For loans taken out before 8th January 2012, if a withdrawal of Non-Deferred Shares would reduce a Member’s paid up shareholding (excluding Deferred Shares) in the Credit Union to less than their total liability (including contingent liability) to the Credit Union, whether as a borrower, guarantor or otherwise, the Board of Directors shall have the discretion to consider a Non-Deferred Share withdrawal request. This discretion may be exercised through the drawing up of a policy and procedure for use by Officers and employees of the Credit Union.
53. For loans taken out after 8th January 2012, the terms of the loan must include provision as to whether, for the duration of the loan, the borrower is permitted to withdraw Non-Deferred Shares where their paid-up shareholding (excluding Deferred Shares) in the Credit Union is, or following the withdrawal would be, less than their total liability (including contingent liability) to the Credit Union, whether as a borrower, guarantor or otherwise. The Board of Directors shall have the power to vary the terms of the loan agreement with the agreement of the borrowing Member.
54. For as long as it remains a condition of ABCUL membership, the Board of Directors shall enter into arrangements with a person carrying on the business of life savings insurance for the purpose of providing insurance cover on Members’ (excluding corporate members) shareholdings in the Credit Union. Any monies paid to the Credit Union by virtue of said insurance arrangements shall be credited to the share account of the insured Member subject to the provisions of rule 47.
55. Members’ Non-Deferred Shares and junior savers’ deposits are protected by the Financial Services Compensation Scheme, subject to the current terms of the Scheme that may be in existence. Deferred Shares are not covered by the Financial Services Compensation Scheme.
56. The Credit Union may make loans to Members eligible to receive them. No individual under 18 years shall be eligible to receive a loan from the Credit Union. A Member who holds Deferred Shares in the Credit Union may not borrow on the strength of that shareholding nor use Deferred Shares to guarantee the repayment of another Member’s loan.
57. The Board of Directors shall determine from time to time the loan policy of the Credit Union which shall apply to all Members. The loan policy shall include:
a) The maximum loan amounts available to Members;
b) Any limits or requirements that may be attached to secured and unsecured loans; including loans secured on shares and loans with shares attached.
c) Under what circumstances shares will be attached to a loan;
d) The rate of interest charged on loans (not to exceed any maximum rate as may be prescribed by law);
e) The application procedure for loans.
58. The Credit Union shall not at any time make a loan to a Member if the making of such a loan would bring the total amount outstanding on loans to Members above such a limit as may be prescribed by law or rules established by the Relevant Authority.
59. The Credit Union shall not at any time make a loan to a Corporate Member, if the making of such a loan causes the total loans to Corporate Members be in excess of the limit of 10% of the aggregate of the outstanding balances on all loans (or such other amount as prescribed by law).
60. Two Members agreeing to take out a loan on a joint account shall be held jointly and severally liable for repayment of the loan.
61. Any person knowingly responsible for the issue of a loan to a person other than a Member of the Credit Union shall be jointly and severally liable with the borrower to the Credit Union in the amount of the loan and accrued interest.
62. A Member of the Credit Union can use their shareholdings (excluding Deferred Shares) to guarantee another Member’s loan. Directors, Officers and employees of the Credit Union are prohibited from acting as a guarantor for a Member’s loan under any circumstances.
63. Members of the Board of Directors, Officers, Approved Persons and employees of the Credit Union may, as a Member of the Credit Union, be granted a loan by the Credit Union subject to rule 64. Such a Member may not be involved in the decision on the granting of the loan and such a loan may not be approved solely by a loan officer of the Credit Union. The supervisory committee shall be informed of the details of any such loan within 14 days of its approval.
64. A Credit Union must not make a loan to one of its Board members, Officers or Approved Persons on terms more favourable than those available to other Members of the Credit Union unless that Member is also a paid employee of the Credit Union.
65. A Credit Union must not make a loan to a Relative of, or any person otherwise connected with, a member of the Board of Directors, an Officer, an Approved Person or employee of the Credit Union on terms more favourable than those available to other Members of the Credit Union.
66. For as long as it remains a condition of ABCUL membership the Board of Directors shall enter into arrangements with a person carrying on the business of loan protection insurance for the purpose of providing insurance coverage on the liability of any Member of the Credit Union.
67. The Board of Directors is responsible for ensuring that suitable policies and procedures are established to ensure the repayment of all debts due to the Credit Union. All sums due from any Member shall be recoverable from him or her, their executors or administrators, as a debt due to the Credit Union.
68. The Credit Union shall have a lien on any Shares of a Member for any debt due to it by a Member or for any debt which the Member has guaranteed, and may off set any sum standing to the Member’s credit, including any Shares, interest rebate and dividends, in or towards, payment of such debt.
Continued on Page 2
|Award of £20,000 Grant|
|AGM 2016 Minutes|
|AGM Sep 15 - Reports|
|AGM Sep 16 - Tables|
|AGM Sep 16 - Notes|
|Award of £20,000 Grant|
|AGM 2016 Minutes|
|AGM Sep 15 - Reports|
|AGM Sep 16 - Tables|
|AGM Sep 16 - Notes|