MEMORANDUM OF ASSOCIATION
As at 17 February 2015
1. The name of the Company is The Chiropractic and Osteopathic College of Australasia (“the College”)
2. The objectives for which the College is established are:
a. To expound the theory of and matters relative to Chiropractic Osteopathy and similar subjects by lectures discussions demonstrations and literature.
b. To promote and encourage the study of Chiropractic Osteopathy and similar subjects and for that purpose to raise and provide funds by way of bursaries or distinctions on such terms and conditions as may be considered desirable by the members of the College.
c. To promote, advocate and otherwise support the practice of chiropractic and osteopathy.
d. To provide and maintain libraries lecture and reading rooms and/or other accommodation for any of the purposes aforementioned.
e. To subscribe to become a member of and co-operate with any other Association whether incorporated or not whose objects are altogether or in part similar to those of this College.
f. To enter into any contracts agreements or arrangements with and to engage and employ any corporation company organization association or persons as may seem necessary or desirable for the purpose of carrying out the objects of the College or any of them or of managing directing superintending or administering all or any of the activities of or services provided by the College and to carry any such contracts or agreements into effect and to remunerate any such corporation company organization association or persons for any services rendered to or for the College.
g. To enter into any arrangement with any Government or authority supreme municipal local or otherwise that may seem conducive to the attainment of the objects of College or any of them and to obtain from such Government or authority any rights privileges or concessions which the College may think advisable to obtain and to carry out exercise and comply with any such arrangements rights privileges or concessions.
h. To purchase lease or otherwise acquire, sell, exchange or mortgage any real or personal property for the use of members of the College. To construct maintain and alter any houses buildings or works necessary or convenient for the purposes of the College.
i. To take any gift of property whether subject to any special trust or not for anyone or more of the objects of the College.
j. To print and publish any newspaper periodicals books leaflets or brochures that the College may think desirable for the promotion of its objects.
l. To sell manage lease mortgage dispose of or otherwise deal with all or any part of the property of the College.
k. To borrow or raise money for the objects of the College or any of them in such manner as the College may think fit.
l. To invest any moneys of the College not immediately required for any of its objects in such a manner as may from time to time be determined.
m. To undertake or execute any trusts or any agency business which may seem directly or indirectly conducive to any of the objects of the College.
n. To subscribe to any local or other charity and to grant donations for any public purpose and to provide a superannuation fund for the servants of the College or otherwise to assist any such servants their widows and/or children.
o. To establish and support and to aid in the establishment and support of any other Association, company or ant other entity formed for all or any of the objectives of this College.
p. To amalgamate with any companies clubs institutions societies or Associations having objects altogether or in part similar to those of this College and which shall prohibit the distribution of its or their income any property among its or their members to an extent at least as great as that imposed on this College under or by virtue of the third paragraph hereof.
q. To purchase or otherwise acquire and undertake all or any part of the property assets liabilities and engagements of anyone or more of the companies institutions societies or associations with which this College is authorised to amalgamate.
r. To transfer all or any part of the property assets liabilities and engagements of this College to anyone or more of the companies’ institutions societies or associations with which this College is authorised to amalgamate.
s. To engage and employ persons considered necessary for carrying on the College and to dismiss such persons and to pay to such persons in return for services rendered to the College salaries wages bonuses gratuities and pensions.
t. To draw make accept endorse discount execute and issue promissory notes bills of exchange debentures and other negotiable or transferable instruments and to give any guarantee for the payment of money or the performance of any obligations or undertaking and in that behalf to give any security upon the property of the College.
u. To insure against all risks liabilities and eventualities as may seem advisable and to apply to proceeds of any claim under any insurance in such manner and for such purpose or purposes as shall be thought fit.
v. To do all such other lawful things as are incidental or conducive to the attainment of the above objects.
3. The income and property of the College whencesoever derived shall be applied solely towards the promotion of the objects of the College as set forth in this Memorandum of Association: and no portion thereof shall be paid or transferred directly or indirectly by way of dividend bonus or otherwise howsoever by way of profit to members of the College provided that nothing herein contained shall prevent the payment in good faith of remuneration to any officers or servants of the College or to any member of the College in return for any services actually rendered to the College nor for goods supplied in the ordinary and usual way of business nor prevent the payment of interest at a rate not exceeding the rate for the time being fixed by the Articles of Association on money borrowed from any member of the College or reasonable and proper rent for premises demised or let by any member of the College but so that no members of the Executive Committee governing body of the College shall be appointed to any salaried office of the College or any office of the College paid by fees and that no remuneration or other benefit in money or money’s worth shall be given by the College to any member of such Executive Committee or governing body except repayment of out of pocket expenses and interest at the rate aforesaid on money lent or reasonable and proper rent for premises demised or let to the College.
4. The liability of the Members is limited.
5. Every member of the College undertakes to contribute to the assets of the College in the event of the same being wound up during the time he is a member or within one year afterwards for payment of the debts and liabilities of the College contracted before the time at which he ceased to be a member and the costs charges and expenses of winding up the same and for the adjustment of the rights of the contributories amongst themselves such amount as may be required not exceeding twenty dollars from each such member.
6. If upon the winding up or dissolution of the College there remains after satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid to or distributed amongst the members of the College but shall be given or transferred to some other college or colleges having objects similar or in part similar to the objects of the College and which shall prohibit the distribution of its or their income and property amongst its or their members to an extent at least as great as is imposed on the College under or by virtue of clause three hereof such college or colleges to be determined by the members of the College at or before the time of dissolution or in default thereof by such Judge of the Supreme Court of Victoria as may have or acquire jurisdiction in the matter.
7. True accounts shall be kept of the sums of money received and expended by the College and the matter in respect of which each such receipt and expenditure takes place and of the property credits and liabilities of the College and subject to any reasonable restrictions as to the time and manner or inspecting the same that may be imposed in accordance with the regulations of the College for the time being shall be open to the inspection of the members. Once at least in every year the accounts of the College shall be examined by one or more properly qualified Auditors.
ARTICLES OF ASSOCIATION
1. In construing these Articles unless the context or subject matter otherwise indicates or requires:
a. “The College” means “The Chiropractic and Osteopathic College of Australasia”.
b. “The Executive” means the members for the time being of the Council established or appointed hereunder for the management of the affairs of the College.
c. “Office” means the office of the College.
d. “General meeting” means a General Meeting of the members of the College properly convened and held in accordance with these Articles.
e. “Financial Year” means the year commencing on the 1st day of July in any year and ending on the 30th day of June next thereafter ensuing.
f. “Member” means:
i. any adult person who is a registered health care practitioner or person holding a relevant basic science degree who applies for and is accepted as a member of this College;
ii. any student enrolled in an approved Australian Institution as a Chiropractic or Osteopathic student who applies for and is accepted for student membership of the College.
g. “Month means calendar month.
h. “in Writing” and “Written” shall include printing lithography and other modes of representing or reproducing words in visible form or partly in one or other of such forms. Words importing the singular number shall include the plural number and words importing the plural number shall include the singular number. Words importing the masculine gender shall be deemed to include the feminine gender.
i. Words importing persons shall where the context permits include corporations.
j. If any doubt shall arise as to the proper meaning of any of these Articles or by-laws made hereunder the interpretations of the Executive shall be final and conclusive provided that such interpretation is reduced to writing and recorded in its Minute Book.
k. The vote of any member may be made by the delivery to the Office by hand delivery or prepaid ordinary post provided that delivery by post must comply with all other requirements of these Articles as are appropriate.
2. The College shall be called “The Chiropractic and Osteopathic College of Australasia”.
3. The College shall consist of members who are registered health care practitioners or those holding a relevant basic science degree who have applied for membership. The College shall have the right to refuse the Application for Membership by any such person without assigning any reason for such refusal.
4. The College may also admit to membership at its discretion students who satisfy the criteria set out in Article 1 (f)(ii) subject to payment of all fees as required from time to time. Members in this category shall not have voting rights and fees may be fixed at a level different from the fees fixed pursuant to Article 5 and Article 9. In every other respect members in the student category shall have the same rights and responsibilities of all other members under the Memorandum and Articles of Association and the By-laws of the College.
5. An annual subscription fee as fixed from time to time by the Executive shall be paid by all members unless otherwise determined by the Executive.
6. Application for Membership shall be made in writing to the Secretary of the College on the prescribed form.
7. The number of members it is proposed to register the College with is FIVE. The Executive may increase the said membership from time to time.
APPLICATION FOR MEMBERSHIP
8. Every person applying for admission to membership of the College shall if required by the Executive make application in such form and manner and shall comply with such conditions as the Executive shall from time to time prescribe. Each member will agree to be bound by the provisions of the Memorandum and Articles of Association and the By-laws of the College then in force or which may thereafter from time to time apply.
9. Every application for membership shall be accompanied by the payment of any Entrance Fee that the Executive may have prescribed.
REGISTER OF MEMBERS
10. There shall be a register kept by the Secretary of the College containing the names and addresses of all members of the College and such information, as the Executive shall from time to time prescribe.
CHANGE OF ADDRESS
11. A member of the College changing his registered address shall forthwith thereafter send a notification in writing under his hand of the change to the Secretary.
RESIGNATION OF MEMBERSHIP
12. A member may resign his membership by sending his resignation in writing to the Secretary and upon such resignation being accepted at its discretion by the Executive or upon the expiry of one month after the receipt of such resignation whichever shall first happen he shall cease to be a member. Any person who shall by any means cease to be a member shall nevertheless remain liable for and shall pay to the College all moneys which at the time of his ceasing to be a member were due from him to the College whether for arrears or for the year then current.
SUSPENSION OR FORFEITURE OF MEMBERSHIP
13. Any member may be suspended from the privileges of membership for such period or indefinitely as the Executive may think fit or may be declared to have forfeited his membership by the Executive and thereafter his name shall be removed from the Register if:
(a) In the opinion of the Executive his membership was obtained by improper means or without the required qualifications;
(b) He has not paid his subscription without three months after it became due and if after that period he shall neglect for one month after application made to him in writing by the Secretary to pay such arrears;
(c) In the opinion of the Executive his conduct is in disobedience of these Articles or is detrimental to the reputation and interest of the College or is calculated to bring the College into disrepute or contempt;
(d) He is convicted of a criminal offence involving dishonesty or fraud or misconduct of a serious nature.
14. The Executive shall only deal with any charge other than of non-payment of subscriptions against a member under Article 13 hereof at a meeting convened for the purpose by not less than seven days’ notice and such member shall be given not less than seven days’ notice in writing posted to him at his registered address specifying the time and place at which he may be heard in his defense the posting of such notice is sufficient for the Executive to act whether or not such member is present to give his defense and at any such meeting a member shall be given a reasonable opportunity of stating his defense either orally or in writing and at any such meeting a majority vote of the Executive present at that meeting shall be sufficient to suspend or expel such member from the privileges of membership PROVIDED AL WAYS if any such member is dissatisfied with the decision of the Executive made at such meeting then he shall within seven days of such a meeting by notice in writing addressed to the Secretary of the College at its office request the Executive to call a special general meeting to re consider the question of his suspension or expulsion from the privileges of membership. Within seven days of the receipt of such a notice by the Secretary from any such member the Executive shall call a Special General Meeting of members of the College to be held within twenty-eight days of the receipt of such notice from any such member. At such Special General Meeting the member whose expulsion or suspension from the privileges of membership is being re-considered shall be given a reasonable opportunity of stating his defense either orally or in writing to the said Meeting and if thereupon two thirds of the members present shall vote for his suspension or expulsion he shall thereupon cease to be a member of the College PROVIDED AL WAYS that at any such Special General Meeting voting shall be by ballot if not less than two members present thereafter shall so demand until such General Meeting be held such a member shall be excluded from the privileges of membership.
15. No member against whom a charge has been made or who has been called upon to show cause why his membership should not be suspended or forfeited shall be entitled to commence or prosecute any action or legal proceedings for defamation against any member of the College who gave evidence (orally or in writing) or exercised any power or duty as a member or executive officer it being a condition of membership of the College that all complaints notices letters evidence and other matter arising under or incidental to any complaint and the hearing and determination thereof and all proceedings and utterances at Executive and Committee Meetings and any Special General Meeting held in connection therewith shall be privileged and protected accordingly and should any action or legal proceedings be taken as aforesaid this article may be pleaded as an absolute bar thereto. Provided that this article shall not protect any person against the legal liability (if any) for making with express malice a statement false to the knowledge of such person.
16. Whenever any person shall cease to be a member of the College the Executive may direct his name to be removed from the Register.
REINSTATEMENT OF MEMBERSHIP
17. Any forfeiture exclusion suspension or resignation may be at any time revoked or modified by the Executive subject to such terms and conditions (if any) as they shall think fit.
MEETINGS OF MEMBERS
18. An annual general meeting of members of the College shall be held not later than 30th November in each year on such day and at such time and place as the Executive shall determine. These meetings shall be called Ordinary General Meetings. All other meetings shall be called Special General Meetings.
19. The Executive may whenever it thinks fit and shall upon a requisition made in writing by a number equal to a quorum under Article 18 hereof, convene a Special General Meeting of Members of the College which meeting shall be convened within fourteen days of and shall be held not later than twenty-eight days after the deposit of such requisition.
20. The Executive shall not less than ten days before a General Meeting of the Members of the College give to such Members a notice in accordance with these articles setting out the day place and hour of meeting and stating the nature of the business to be transacted thereat.
21. (a) Any requisition for a Special General Meeting shall specify the object for which the meeting is required and shall be signed by the members making the same and shall be deposited at the Office. It may consist of several documents in like form each signed by one or more of the requisitionists. The meeting shall be convened for the purposes specified in the requisition and if convened otherwise then by the Executive for those purposes only.
(b) Subject to Article 1(k) a member may vote in person or by proxy and on a show of hands every person present who is a member or a representative of a member shall have one vote and on a poll every member present in person or by proxy shall have one vote. A proxy may vote for himself and again for his appointer or appointers.
(c) The instrument appointing any proxy shall be in writing (in common or usual form) under the hand of the appointer duly authorised in writing. A proxy must be a member of the Company. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
(d) Where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as the circumstances admit:-
being a member of the abovenamed Company, hereby appoint of
as my proxy to vote for me on my behalf at the general meeting of the Company to be held on the day of 20 and at any
Signed this day of 20
This form is to be used *in favour of/against the resolution. * strike out whichever is not desired. (Unless otherwise instructed, the proxy may vote as he thinks fit.)
(e) The instrument appointing a proxy shall be deposited at the registered office of the Company, or at such other office within the State as is specified for that purpose in the notice convening the meeting, no less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than twenty-four hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.
(f) A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death of unsoundness of mind of the appointer or revocation of the instrument, if no intimation in writing of such death, unsoundness of mind or revocation as aforesaid has been received by the Company at the registered office before the commencement of the meeting or adjourned meeting at which the instrument is used.
POWER OF REQUISITIONISTS
22. In case the Executive fails for 14 days to convene a Special General Meeting in accordance with these Articles the requisitionsists may themselves convene a meeting.
BUSINESS – NOTICE TO BE GIVEN
23. Any member wishing to bring before an Ordinary General Meeting any motion or business not relating to the Ordinary Annual Business shall give notice thereof in writing to the Secretary not later than fourteen days prior to the Ordinary General Meeting and no motion or business shall come before the meeting unless notice thereof has so been given.
24. The quorum for an Ordinary General Meeting or Special General Meeting may be fixed from time to time as the Executive may deem fit.
PROCEDURE IF NO QUORUM
25. If at any Ordinary or Special General Meeting a quorum shall not be present within half an hour after the time appointed for the meeting those present shall constitute a proper meeting for the purpose of the reception of the annual report and accounts and the declaration by the Chairman of the result of the elections or the appointment of officers but for no other purpose and the meeting shall on the conclusion of such ordinary business (if any) or on the expiration of the said period of half an hour if there is no ordinary business be adjourned by the Chairman to such future date and at such time and place as he may appoint but it shall not be necessary to give notice of such adjourned meeting. It the meeting was called in pursuance of a requisition such meeting shall not be adjourned but shall lapse. If at such adjourned meeting there shall not be a quorum present within half an hour after the time appointed for the meeting the meeting shall lapse.
26. If at any Ordinary or Special General Meeting the whole of the business appointed to be done at such meeting be not completed the meeting may be adjourned by motion but no business shall be transacted at any adjourned meeting from which the adjournment took place.
27. The business of an Annual General Meeting shall be to receive and consider the Auditor’s Report and Statement of Accounts for the preceding year reports of the Executive on the past year’s activities the declaration of the result of elections and of appointments for the ensuing year the appointment of honorary members and such other business as the Executive or any member on due notice may bring before it.
28. The President or in his absence one of the Vice-Presidents of the College to be chosen by the members present or in their absence a member of the Executive to be chosen as aforesaid shall be entitled to take the Chair at every General meeting and if at any meeting no person entitled to take the Chair be present within fifteen minutes after the time appointed for holding such meeting or if all such persons present decline to take the Chair then the members present shall choose one of their number to be Chairman. The Chairman shall in addition to his deliberative vote have a casting vote in the case of equality of votes.
29. A motion or amendment proposed and seconded at any General Meeting shall be put by the Chairman and decided by a majority of the members present on a show of hands and the declaration of the Chairman as to the majority shall be final unless a division be forthwith demanded by any member or a poll not less than ten per centum of the financial members present and entitled to vote at the meeting but no poll shall be taken as to the appointment of a Chairman or of the Scrutineers or the adjournment of the meeting. The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than that on which the poll is demanded.
30. If a poll is demanded in manner aforesaid the same shall be taken in such manner as the Chairman directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
31. If the meeting shall appoint two or more Scrutineers who shall count the members in division or open and examine the voting papers as the case may be and report to be members the result of the voting and their report shall be conclusive as to such result.
VOTES OF MEMBERS
32. Subject to Article l(k) on a show of hands or division every financial member present in person and entitled to vote shall have one vote and upon a ballot every financial member present in person or by proxy and entitled to vote shall have one vote.
33. Subject to Article 1(k) votes may be given either personally or by proxy. No person shall act as proxy who is not a financial member of the College.
34. The instrument appointing a proxy for a General Meeting shall be deposited at the Office at least seven days before the date fixed for the meeting at which the proxy is to be used and the Secretary shall prior to the holding of the meeting note on each proxy form whether or not the member signing the instrument is entitled to vote and shall produce all the proxy forms so noted at the meeting. Every such instrument of proxy shall be in writing under the hand of the appointee shall be attested by a witness and as nearly as circumstances permit be in the form prescribed by the By-laws of the College.
ELECTION OF EXECUTIVE
35. The members of the Executive shall be elected by a ballot, which shall be opened and kept opened prior to the date of the Annual General Meeting for a period of twenty-one days at the least. Nominations for election to the Executive and appointment as auditors shall be lodged at the Office not later than 30 September in each year preceding the Annual General Meeting.
36. The management and control of the College and of its funds and property shall be vested in the Executive which shall exercise in relation thereto all the powers rights and objects of the Association which are not by the Companies Act 1958 or these Articles required to be exercised by the College in General Meeting subject nevertheless to the provisions of the Memorandum of Association these Articles and any Statute and provided further that the power contained in Clause 2(s) of the Memorandum of Association so far as it relates to amalgamation with other Colleges shall be exercisable only with the consent of an Ordinary or Special General Meeting.
37. Paid officers or employees on full time duty of the College shall not be eligible for election to the Executive provided that any such members holding office at the date of adoption of these Articles may continue to hold that office until an election is held in accordance with these Articles. A paid officer may be present at meetings of the Executive by permission of the Chairman and if the Secretary is a paid officer he shall so be present.
MEETINGS OF EXECUTIVE
38. The Executive:
(a) will meet at such times and places as it shall determine and may regulate its own proceedings.
(b) may appoint Committees from its own members with such powers as it may prescribe.
(c) may consistently with these Articles from time to time make vary or repeal by-laws for the regulation and good government of the College its members and affairs.
39. The office of any officer of the Executive may be declared vacant by the Executive if:
(a) he sends to the Executive his written resignation of office.
(b) he be absent from three consecutive meetings of the Executive without its consent.
(c) he voluntarily or compulsorily sequestrates his estate or enters into any deed of composition or arrangement with his creditors.
(d) he be declared lunatic or of unsound mind.
(e) his annual subscription be in arrears for a period of six months from the day upon which it became due.
(f) he ceases to be a member of the College.
(g) he has his registration as a health practitioner suspended or cancelled by any authority (whether federal or state) having such authority to cancel or suspend a relevant or applicable registration.
40. A meeting of the Executive may be convened at any time by the President or by the Vice-President or Secretary or by any three ordinary members of the Executive.
41. Seven days’ notice at the least of any meeting shall be given either personally in writing by telegram or by telephone. A quorum shall be three members personally present.
42. A member of the Executive may appoint any other member of the Executive as his proxy provided that the instrument appointing the proxy shall be deposited at the registered office prior to the commencement of the meeting for which it is given and provided that no member of the Executive shall hold more than one proxy at any one time.
43. The Executive may appoint sub-committees consisting of such members of the Executive as they think fit for the purpose of making reports to the Executive on any specified matters. The President shall ex officio be a member of every such sub-committee and shall have the right to appoint any other member of the Executive to attend and vote as his proxy at any meeting of such sub-committee. Any such sub-committee appointed may co-opt as members of such sub-committee any person who in the opinion of such subcommittee is capable of assisting such sub-committee. In cases where the members of the sub committee are not unanimous in their report to the Executive they shall make two or more reports to the Executive.
44. The Executive shall appoint a records sub-committee comprising of such members of the Executive as they think fit and which sub-committee shall be responsible for the creation and maintenance of records relating to the academic and professional qualifications of members of the College and others associated with the College.
45. All notices or demands in these Articles or in any By-laws directed to be given may be served personally or by sending the same through the post in a prepaid letter to a member at his registered address but the non-receipt of such notice shall not invalidate the proceedings of a meeting held in pursuance of such notice. Any notice served by post shall be deemed to have been served at the time the notice was posted and in providing such notice it shall be sufficient to prove that the letter containing the notice was properly addressed and posted.
46. Where a specified number of days’ notice is required to be given the day of service shall be counted in such number of days.
VALIDITY OF ACTS
47. All acts done by any meeting of the Executive or by a Committee set up by the Executive shall notwithstanding that it be afterwards discovered that there was some irregularity in the appointment or qualification of any member thereof be as valid as if such person had been duly appointed and was qualified.
48. The Executive shall cause true accounts to be kept of the moneys received and expended and the accounts of the College shall until otherwise determined be closed annually at the thirtieth day of June.
49. The Executive shall cause proper accounts to be kept with regard to:
(a) all sums or money received and expended by the College and the matter in respect of which the receipt and expenditure takes place.
(b) all sales and purchases of goods by the College, and
(c) the assets and liabilities of the College.
50. The Executive shall from time to time in accordance with the Corporations Law cause to be prepared and to be laid before the College in General Meeting an Income and Expenditure Account.
51. Auditors shall be appointed in accordance with the requirements of the Corporations Law.
52. No member of the Executive or other officer of the College shall be liable for the acts receipts neglects or defaults of any other member or officer or for joining in any receipt of other acts for conformity or for any loss or expense happening to the College through the insufficiency or deficiently of title to any property acquired by order of the Executive for or on behalf of the College or for the insufficiency or deficiency of any security in or upon which any of the moneys of the College shall be invested or for any loss or damage arising from the bankruptcy insolvency or tortious act of any person with whom any moneys securities or effects shall be deposited or for any loss damage or misfortune whatever which shall happen in the execution of the duties of his office in relation thereto unless the same happen through his own negligence default breach of duty or breach of trust.
53. The Executive and all Committees shall cause minutes to be regularly kept and entered into books to be kept for that purpose recording the proceedings at their respective meetings.
54. The minutes of any such meeting which have been confirmed at that or a subsequent meeting and signed by the Chairman of that or the subsequent meeting shall be conclusive evidence as a record of the business so recorded.
55. The minutes so kept shall be open to inspection by any member of the College.
56. The rate of interest payable by the College on any moneys borrowed from any member shall not exceed eight per centum per annum.
ALTERATION OF ARTICLES
57. The College may by special resolution alter or add to the Articles of Association in accordance with the requirements of the Corporations Law.