Estatuto | BIM Forum Brasil

Bylaws

Estatuto Social

TITLE I - NAME AND HEADQUARTERS, OBJECTIVES, DURATION, REVENUE AND HERITAGE

CHAPTER I - NAME AND HEADQUARTERS

Art. 1 - The BIM Forum Brazil, also called BFB, an entity founded on July 1, 2020 in the city of São Paulo - SP, is a civil association of national scope, of a neutral character, non-profit, without distribution of results under any form, which is governed by the present Statute and legal provisions that apply to it.

Art. 2 - The BFB has as its first headquarters and venue the city of São Paulo-SP, at Avenida Paulista, nº 302, Conj. 50, CEP: 01310-000, Bela Vista.

Single §: BFB may change its headquarters and have offices or create / close police stations in other states and regions at the discretion of the Administrative Council, respecting its strategic / operational planning.

CHAPTER II - OBJECTIVES

Art. 3 - The objectives of the BIM Forum Brazil are:

Act as a major entity and instance in defining and executing an agenda of initiatives and projects that induce and enable the development of good practices in Building Information Modeling (BIM - Building Information Modeling) or remove barriers to its dissemination;
Work with the Public Authorities, Universities, financing and controlling agencies and the entire production chain of the construction industry to promote and defend initiatives for the dissemination and application of BIM in enterprises, as widely as possible, throughout the life cycle of the themselves;
Structuring Work Groups (WGs) focused on strategic themes, proposed by the Administrative Council, which will be instances of discussion, development and dissemination of related knowledge, addressing in a practical and systemic way, the search and solution of the problems and challenges of the construction industry;
Promote the union of the various efforts and initiatives in favor of the development and application of BIM of the different academic, professional and / or union entities, giving legitimacy to such efforts while uniting, in a single discussion instance, the points of view and needs the various agents in the construction production chain;
Maintain exchange and representation with similar national and international entities, representing, as the highest entity in Brazil, the interests related to the BIM of the associates and entities that compose it;
Promote and support lectures, meetings, congresses, seminars, fairs and other events related to BIM, which are of interest to the construction production chain;
Bring together the various agents that make the adoption of BIM feasible as software developers, companies producing IT equipment, fostering research agents, "startups", etc. so that they can bring benefits and facilities to their members;
Develop or support the development of technical support material and didactic content to support the dissemination of the BIM concept within legitimate and scientifically based practices and foundations, in order to discipline the dissemination of information on the topic;
Promote the development of practices that favor the increase of the social sustainability of all its members and that also contribute to the reduction of the environmental impact of their actions, preserving the environment and contributing to the increase in the quality of life and social well-being.

CHAPTER III - DURATION

Art. 4 - The duration of the BFB is indefinite.

Art. 5 - In the case of the dissolution of the BFB, the General Meeting will appoint from one to three liquidators, among the members of the Administrative Council, to proceed with the liquidation, in accordance with the pertinent legal provisions.

The General Meeting will determine the method of liquidation, establishing a roadmap or program to be followed by the liquidator (s), being able, at any time, to replace it (s), if it proves the satisfactory non-fulfillment of its attributions.
There will be mandatory accountability of the acts of the liquidators' management.
After the liquidation is completed, and the debts resulting from its liabilities are paid, the General Meeting will decide on the destination of the remaining balance of its assets;
The Association may be dissolved at any time, once the impossibility of its survival has been verified, in view of the impossibility of maintaining its social objectives, or the distortion of its statutory purposes, or even due to a lack of financial and human resources, by means of a resolution of Extraordinary General Meeting, specially convened for this purpose, composed of taxpayer associates up to date with their social obligations, and it cannot deliberate without an agreed vote of 2/3 (two thirds) of those present, being in first call, with all associates and second call, one hour after the first, with the presence of at least 1/3 (one third) of the members.
In the event of a social dissolution of the Association, the liabilities being settled, the remaining assets will be sent to another similar assistance entity, with proven legal personality, headquarters and predominant activity in this capital and duly registered with the competent public bodies.

CHAPTER IV - REVENUE AND HERITAGE

Art. 6 - BFB's revenues and assets are:

Contributions from its members (annuities, sponsorships, etc.);
Legacies and donations;
Unspecified rents (events, courses, etc.);
Movable property, real estate and equipment owned by you.

Art. 7 - Acts that imply misappropriation or dilapidation of assets will result in the dismissal of those responsible and the compensation for damages caused, in addition to the appropriate penal sanction including corresponding legal and attorney fees when applicable and necessary.

TITLE II - ASSOCIATES

CHAPTER I - MEMBER CATEGORIES

Article 8 - Only companies or entities formally constituted, that is, legal entities, may join the BIM Forum Brazil, respecting the conditions detailed in Chapter II - Admission of Associates.

§ Sole: Individual honorary members are the only admitted exception.

Art. 9 - The BIM Forum Brazil will be constituted of the following categories of members:

Diamond;
Platinum;
Gold;
Silver;
Bronze;
Honorary.

Sole §: The founders, named in the founding minutes of the BFB, are considered honorary members.

Art. 10 - The annuities and benefits referring to each member category are listed in Annex I.

Art. 11 - The members may change their membership category annually, at the time of renewing their membership to the BFB.

CHAPTER II - MEMBERSHIP ADMISSION

Art. 12 - The admission of members will be made through voluntary adhesions.

Art. 13 - The interested legal entities will formalize their intention to join the BFB by completing and sending a specific application form, in which they must choose the association category of their preference and propose which collegiate they will participate in.

Art. 14 - In the application form, the entities applying for the association will define the persons indicated to represent them, according to the articles of association, bylaws or other equivalent documents.

Art. 15 - Applications will be evaluated and will be subject to review, approval or rejection by the BFB Board of Directors. The decision on the review, approval or rejection of the application will be formally communicated to the applicants.

Article 16 - The association will be effective after approval by the Administrative Council and will become effective as of confirmation of payment of the first installment of the annuity or single installment.

CHAPTER III - RIGHTS

Art. 17th - Members' rights are:

Participate in the activities that the BFB promotes and organizes, within the rules established for these activities;
Participate in one of the specific collegiate bodies, in which you will be entitled to the number of votes defined according to your corresponding category of association;
Participate in working groups, within the rules of participation established for their corresponding category of association;
Use the BFB association indication and the use of the BFB logo in its forms and advertisements, in the form regulated by the Administrative Council.

Art. 18 - Right to the other benefits corresponding to your category of association, listed in Annex I.

CHAPTER IV - DUTIES

Art. 19 - The duties of members are:

Observe the present statute, collaborating so that the objectives listed therein are achieved and complying with existing regulations or that may be created and approved, with a view to the good administration of the BFB;
Pay punctual contributions for which they are responsible;
Exercise, through their representatives, the positions for which they are elected or appointed;
Make efforts to increase the BFB, contributing to the construction of a dignified, consistent and relevant image;
Communicate in due time all the variations that occur in its legal constitution;
Prestige the BFB, stimulating the collaborative and solidary spirit among members of the macro sector of the construction industry;
Communicate any change in your address, including electronic, by which you receive correspondence or communications; all mail sent to the addresses registered with the BFB will all be considered as received.

Article 20 - Members of any category, when in arrears for a period of 3 (three) months or more in the payment of their contributions, will have all their corresponding rights suspended.

Art. 21st - Do not use the BFB logo and / or name in disagreement with current regulations.

Article 22 - Do not represent the BFB or make statements in any type of communication vehicle without the express authorization of the Board of Directors or these Bylaws.

CHAPTER V - DEMISSION OF THE ASSOCIATE

Art. 23 - It is the right of the member to resign from the membership, when deemed necessary, filing his request with the Association Secretariat.

CHAPTER VI - EXCLUSION OF THE ASSOCIATE

Art. 24 - The loss of the quality of associate will be determined by the Executive Board, being admissible only if there is a just cause, thus recognized in a disciplinary procedure, in which the right of ample defense is assured, when the occurrence of:

Violation of the bylaws;
Defamation of the Association, its members or its associates;
Activities contrary to the decisions of the general assemblies;
Deviation from good customs;
Doubtful conduct, through the practice of illegal or immoral acts;
Members of any category, with 6 (six) monthly fees or more in arrears, will be automatically excluded from the membership list.

§ 1 Once the just cause has been defined, the associate will be duly notified of the facts attributed to him, through extrajudicial notification, so that he can present his prior defense within 20 (twenty) days after receiving the communication;

Paragraph 2. After the term described in the previous paragraph has elapsed, regardless of the presentation of the defense, the representation will be decided in an extraordinary meeting of the Executive Board, by a simple majority of votes of the officers present;

Paragraph 3. Once the exclusion penalty has been applied, an appeal will be made by the excluded member to the General Assembly, which must, within 30 (thirty) days counted from the decision of its exclusion, through extrajudicial notification, manifest the intention to see the decision of the Executive Board to be the subject of deliberation, ultimately, by the General Meeting;

§ 4 Once excluded, for whatever reason, the member will not have the right to claim indemnity or compensation of any kind, whatever the title;

§ 5 The member excluded due to non-payment, may be readmitted, upon payment of his debt to the Association's treasury.

TITLE III - DIRECTORS, SUPERVISORY BODIES AND EXTERNAL REPRESENTATION

CHAPTER I - GENERAL PROVISION

Article 25 - The BFB will be structured through the following bodies:

general meeting
Collegiate
Board of Directors
Executive Board
Scientific and Technical Committee (CCT)

CHAPTER II - THE GENERAL ASSEMBLY

Art. 26 - The General Assembly is the highest decision-making body of the BFB, its decisions being sovereign not contrary to the current laws and these Bylaws.

Art. 27 - The General Assembly is made up of all BFB members.

Paragraph 1 - Only members who are up to date with the annuity of their member category will be entitled to vote.

Art. 28 - The General Assembly will meet:

Ordinarily once every semester of the year, in the first semester, it will assess the BFB Activity Report, the accounts of the Administrative Council, as well as the opinion of the Fiscal Committee in relation to the previous year and, in the second semester, it will vote on the budget. BFB for the next financial year.
Extraordinarily, when convened by the President or the majority of the Administrative Council, or at justified request by at least 1/5 (one fifth) of its effective and non-performing members.

Paragraph 1 - The General Assembly will be installed and chaired by the President, except in the deliberations on rendering of accounts and successive elections, in which case, the plenary will appoint the specific President and Secretary, who will conduct this work, and the President will be responsible only the tiebreaker vote.

Paragraph 2 - At the Extraordinary General Meeting, it will not be allowed to deliberate on matters of a general nature, not specified in the respective call and agenda.

Paragraph 3 - The members of the Administrative Council and the Audit Committee will participate in the General Meetings, but will lose their right to vote if the call for the Meeting explicitly includes, in their agenda or agenda, the specific decision on the suspension of their operation corresponding instances.

Paragraph 4 - The deliberations of the General Assembly, for which no minimum quorum and qualified by this statute is required, will always be taken by a majority of votes of the effective and performing members participating or officially represented, in person or at a distance.

Art. 29 - The General Assembly will be called by specific communication to the effective members and through the newsletter sent by the BFB.

Paragraph 1 - The General Assembly will meet on the first call, with the presence of at least an absolute majority of the effective members with voting rights and, on the second call, thirty minutes later, with any number of effective members, subject to the exceptions provided for in these Bylaws.

Paragraph 2 - The General Assembly will be called at least 30 (thirty) calendar days in advance, by sending electronic correspondence (e-mail) and, a notice established at the Association's headquarters, which will include: place, day, month, year , time of the first and second call, agenda, and the name of the person who called it;

Paragraph 3 - When the Extraordinary General Meeting is convened by the majority of the Administrative Council or by the effective members, it must be convened with a minimum term of 7 (seven) consecutive days, counted from the entry of the application at the secretariat.

Art. 30 - The General Assembly is responsible for:

Deliberate on matters of general interest to the BFB;
To endorse the penalties applied by the Administrative Council to any associated entity, in the form and in the cases provided for in these Bylaws and in the Internal Regulations;
To endorse the benefits and the value of the contributions of all categories of members;
Approve the Electoral Regulation, as well as the amendments to the present Statute;
Appreciate, annually, during the first semester, the report of activities and the accounts of the Administrative Council, as well as the corresponding opinion of the Fiscal Committee, in relation to the previous year;
Vote on expenses extraordinarily proposed by the Administrative Council;
Vote, in the second half of the year, the BFB budget for the following year;
Deliberate on the acquisition, sale, assignment or encumbrance of real estate;
Suspend, by deliberation of 2/3 (two thirds) of the votes of its non-defaulting members, the functioning of the Administrative Council or the Audit Committee, or both, in the event of a serious statutory violation, of internal disagreements that disturb the free exercise of associated activities, or the dilapidation or misappropriation of social assets, designating an administrative board or fiscal commission to replace them, until a final pronouncement by the General Meeting;
Decide on the destination of BFB's assets in the event of its dissolution;
Deliberate on the omitted cases in these Bylaws.

CHAPTER III - COLLEGIATES

Art. 31 - BFB members are organized by affinity into 7 (seven) collegiate bodies, representing the following sectors of the construction industry's production chain, according to their interests under the BIM approach:

Owners, Developers and Investors;
Governments and Autarchies;
Contractors and Builders;
Project, Coordination, Consulting and Management Offices;
Building component manufacturers;
Software developers;
Academy and Human Resources training entities.

§ Unique: Each member can belong to only a single collegiate.

Art. 32º - The members of each collegiate choose, in internal election, their representatives in the Administrative Council, as described in §2º of article 34º.

§ 1 The Collegiate will hold elections when its number of members reaches, at least, double the number of seats reserved for the corresponding sector.

§ 2º The number of votes of each associate in the election of representatives of its Collegiate is defined according to its category of association.

§ 3 The nominal mandate of the representatives of the collegiate bodies in the Administrative Council is 2 (two) years.

Art. 33 - A collegiate has the right to occupy a seat in the Administrative Council for every 3 (three) members, up to the limit of seats established in paragraph 2 of article 34.

§ 1 The representative (s) of a collegiate body will lose their mandate (ies) if this condition is not met for each seat. In this case, the most recently elected representative will lose his term;

§ 2 The representative of a collegiate body can only occupy a seat on the Administrative Council as long as the entity it represents is associated with the BFB. Losing this condition, a substitute must be elected by the respective collegiate body.

CHAPTER IV - ADMINISTRATIVE BOARD

Article 34 - The BFB Administrative Council will be composed of 17 (seventeen) members, of which 1 (one) President and 1 (one) Vice President.

§ 1 The 17 (seventeen) members will be elected as representatives of the 7 (seven) collegiate bodies that make up the BFB;

§ 2 The maximum number of members of the Administrative Council to be elected by each Collegiate will be as follows:

Owners, Developers and Investors;
Governments and Autarchies;
Contractors and Builders;
Project, Coordination, Consulting and Management Offices;
Building component manufacturers;
Software developers;
Academy and Human Resources training entities

Article 35 - The term of office of the members of the Administrative Council is 2 (two) years.

Article 36 - The Administrative Council must meet at least every two months.

Art. 37 - If a member of the BFB changes a representative who belongs to the Administrative Council, a new election must be held by the collegiate to replace the chair's occupant.

Art. 38 - The position of member of the Administrative Council will be immediately suspended when impediment, evidence of misconduct or reason of force majeure occurs, leaving the other members and the President to analyze and deliberate in ambiguous cases.

CHAPTER V - EXECUTIVE BOARD

Art. 39 - The Executive Board will be composed of the President, Vice-President, Executive Director, Treasurer and Secretary.

Art. 40 - The President of the BFB is elected by majority vote among the members of the Administrative Council.

Art. 41 - The role of President of the BFB is voluntary, unpaid.

Art. 42 - The President's term of office will be 2 years, with a renewal permitted.

Art. 43 - The duties of the President of the BFB are:

Chair the sessions of the Administrative Council;
Exercise the casting vote, in the event of a tie in votes by the Administrative Council;
Officially represent the BFB before external entities, public or private, as well as in any legal acts involving the BFB, with all the powers and attributions of active and passive representation in society, judicially and extrajudicially, being able to practice all acts included in the object of its social status, always of interest to the association.

Article 44 - The Vice-President, also elected by majority vote among the members of the Administrative Council, shall be responsible for:

Substitute the President in any of his functions in case of his impediment;
Assist the President in the performance of his duties.

Article 45 - The role of Vice President of the BFB is voluntary, unpaid.

Art. 46 - The Executive Director is responsible for the daily functioning of the BFB structure and for the execution of the actions defined by the Administrative Council.

Article 47 - The function of Executive Director may be remunerated.

Art. 48 - The Executive Director will be chosen by the Administrative Council.

Article 49 - The Executive Director is responsible for, acting strictly within the determinations of the Administrative Council:

Attracting Sponsors and Associates;
Disclosure of BIM Forum Brasil;
Financial management of the entity;
Order payments, jointly with the Treasurer.

Art. 50 - The Secretary is responsible for supporting the daily functioning of the BFB structure and for carrying out the actions defined by the Executive Director.

Art. 51 - The Secretary will be hired by the Executive Director, after hearing the Administrative Council.

Art. 52 - The function of Secretary is remunerated.

Article 53 - The Secretary's duties are:

Manage and process membership application and registration documents;
Manage and process the correspondence of the entity;
To serve the public that seeks the BFB, at its headquarters or by means of communication;
The others indicated by the Executive Director.

Art. 54 - The Treasurer is responsible for the financial policy defined by the Administrative Council.

Art. 55 - The Treasurer will be elected by a majority, from among the candidates, by the Administrative Council, and cannot be a member, simultaneously, of the Fiscal Council.

Art. 56 - The function of Treasurer is not remunerated.

Art. 57 - The Treasurer's duties are:

Order payments, jointly with the Executive Director, if they are in accordance with the decisions of the Board of Directors, keeping a record of the transactions;
Manage the entity's financial income, keeping records of all transactions;
Supervise the preparation of the annual accountability to be presented to the Supervisory Board and any supervisory body on demand.

CHAPTER VI - THE FISCAL COMMITTEE

Art. 58 - The fiscal committee will be constituted of 6 (six) members, being 3 (three) effective and 3 (three) alternates, elected at the time of the election of the Administrative Council, whose mandates will be of 2 years, being allowed a reappointment;

Article 59 - The fiscal committee will meet ordinarily at least every 3 (three) months and extraordinarily whenever necessary;

Article 60 - The following duties will be incumbent upon the fiscal committee:

Examine, when deemed necessary, the books, papers, and the condition of the BFB's cashier, with the Executive Director and the Treasurer providing all requested information;
Present to the Board of Directors an opinion on the social operations of the year in which they serve, based on the inventory, balance sheet and documents presented by the Executive Director and the Treasurer;
Record in the book of "Minutes and Opinions of the Fiscal Committee", the results of the examinations carried out in the form of the previous paragraphs;
Present an opinion to the General Assembly on the annual budget prepared by the Board of Directors;
Call the Administrative Council whenever there is a serious or urgent reason;
Immediately inform the President of any legal abnormalities or irregularities found in the BFB's accounts.

CHAPTER VII - SCIENTIFIC AND TECHNICAL COMMITTEE - CCT

Article 61 - The Scientific and Technical Committee (CCT) is the body of the BFB responsible for the development of actions and technical-scientific projects approved by the Administrative Council. It consists of the Coordinator, Vice Coordinator and Members of the Working Groups (WGs).

Art. 62 - The CCT Coordinator will be elected by a majority from among the nominations proposed to the Administrative Council, and it may or may not be affiliated to the entity associated with the BFB.

Article 63 - The Coordinator's term of office will be 2 years, renewals are allowed.

Article 64 - The duties of the CCT Coordinator are:

Report to the Administrative Council the progress of the work of the WGs, as well as their results;
Propose the creation of new GTs according to the demands of the Administrative Council, as well as their extinction when they are no longer needed;
Monitor the progress of the work of all GTs;
Participate in the meetings of the Administrative Council, with the right to voice;
Represent the BFB, by delegation of its President, in events of a technical or scientific nature.

Art. 65 - The CCT Vice Coordinator will be elected, after the election of the Coordinator, by a majority among the candidacies proposed to the Administrative Council, being able to be affiliated or not to the entity associated with the BFB.

Art. 66 - The Vice Coordinator's term of office will be 2 years, renewals are allowed.

Article 67 - The duties of the CCT Vice Coordinator are:

Substitute the Coordinator in any of his functions in case of his impediment;
Assist the Coordinator in the development of his duties;

Art. 68 - The Working Groups (WG) will be formed based on the proposal of the CCT Coordinator to the Board of Directors, which includes: name of the proposed WG, its purpose, justification, necessary resources, expected initial duration and initial list of members. The proposal must be approved in a session of the Administrative Council.

Art. 69 - The GTs can be extinguished at the request of the CCT Coordinator to the Administrative Council, with justification.

Art. 70 - The GTs can exist in any number, as well as contain any number of members.

Art. 71 - The WGs are composed of individuals associated with BFB member entities and external invited individuals. The initial composition of a Working Group will be that contained in its proposal for creation, which may be added or reduced at any time as requested by the CCT Coordinator to the Administrative Council.

Art. 72 - The participation of members and guests in the WGs is voluntary and unpaid, and can be requested by members of the BFB to the CCT Coordinator, respecting the limits of their associate category.

Article 73 - The WGs can request the hiring of remunerated services (consulting, training, development of publications, etc.) to achieve their purposes, provided that they are foreseen and approved in the proposal for their creation or approved in a subsequent request to the Administrative Council.

Article 74 - Each GT will have a rapporteur in charge of coordinating the work developed there, maintaining contact with the CCT Coordinator to report on the GT's activities, as well as its results and demands. The rapporteur must be appointed in the proposal for the creation of the WG, which can be changed upon request to the CCT Coordinator.

Article 75 - The WGs will hold periodic meetings, according to the need to develop their work.

Art. 76 - The WGs will develop one or more projects according to the proposal for their initial creation or at the request of the CCT Coordinator.

CHAPTER VIII - EXTERNAL REPRESENTATION

Article 77 - The BFB, when applicable, will maintain external representations in the various national and international entities linked to its main topics of interest, through members elected by the Administrative Council.

Art. 78 - The representation of the BFB in a body, committee, commission, working group, public or private, for which it has been invited to have a temporary seat, will be defined, always by resolution of the Administrative Council.

TITLE IV

STATUTE INFRINGEMENTS - DISCIPLINARY PROCESS AND PENALTIES

Art. 79º - The cases of infractions to the statute will be dealt with by the Internal Regulation.

Article 80 - The elected or appointed members lose their mandate in the following cases:

Malpractice or dilapidation of social assets;
Serious violation of these Bylaws;
Loss of BFB membership status by the entity it represents;
Non-compliance with the obligations assumed in the exercise of the position;
Renounce.

Sole Paragraph - The loss of mandate is declared by the Administrative Council, with full defense ensured, observing the precepts contained in these Bylaws.

Art. 81 - In the case of resignation, the decision must be communicated in writing to the President of the Administrative Council.

Sole § - In the case of the resignation of the President, the notification must be made in writing to the Vice-President, who, within a period of 48 (forty-eight) hours, will meet the Board of Directors, to be aware of what happened and to adopt the pertinent measures. .

Art. 82 - In the event of dismissal, resignation, death or impediment, the substitutions obey the rules provided for in these Bylaws and in the BFB Internal Regulations.

TITLE V - GENERAL PROVISIONS

Article 83 - Members of any category will not be liable for the obligations assumed by the BFB, nor in a subsidiary manner.

Article 84 - The BFB may maintain interchange with similar national and foreign entities, being able to join them, provided that, in the case of the latter, they are of higher scope and degree.

Art. 85 - The present statute can only be reformed in the General Assembly, in a meeting specially called for this purpose, requiring at least the presence of 2/3 (two thirds) of the effective members in default, to form the quorum, even in second call, and approval by 4/5 (four fifths) of the votes of the effective non-defaulting members present.

Art. 86 - When participating in elections in other bodies and entities, as a voter, the representative of the BFB must act in accordance with the will and determination of the entity always in defense of its interests.

TITLE VI - TRANSITIONAL PROVISIONS

Art. 87 - As long as the Administrative Council does not have the representation of at least 4 (four) collegiate bodies, the BFB will be managed by the Interim Administrative Council, composed of the founders indicated in the Minutes of Foundation and chaired by the founder elected president in the Foundation Assembly , your legal representative.

Article 88 - The function of vice-president will be exercised by the founding partner elected for such purpose in the Foundation Assembly, while the performance of the Interim Administrative Council lasts or is replaced by his decision.

Article 89 - The role of treasurer will be exercised by the founding partner elected for this purpose in the Foundation Assembly, while the performance of the Interim Administrative Council lasts or is replaced by his decision.

Article 90 - The Interim Administrative Council shall operate in a shared and transparent manner, with the publication of all its decisions and administrative acts on the entity's website.

São Paulo, July 1, 2020.

Regimento Interno

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