Fire Safe Council By Laws

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Bylaws of the Highway 108 FireSafe Council, Inc.

A California Nonprofit Public Benefit Corporation

Amended October 25, 2007

www.TuolumneFireSafe.org/fire_bylaws.html

ARTICLE 1-OFFICES

Section 1.  PRINCIPLE OFFICE

The principle office of the Corporation will be located in Tuolumne County, California.  The address of the principal office of the Corporation will be as follows:  Highway 108 FireSafe Council, Inc. Post Office Box 692, Tuolumne, CA 95379-0692

Section 2. CHANGE OF ADDRESS

The county of the Corporation’s principal office can be changed only by amendment of these Bylaws and not otherwise.  The Board of Directors (herein called the “Board”) may, however, change the principal office from one location to another within Tuolumne County.   Changes of address or a historical log of addresses are recorded in the Recording Secretary’s Minutes.

ARTICLE 2-PURPOSE

Section 1.  MISSION STATEMENT

The primary Mission of this Corporation shall be focused within Tuolumne County to help protect the citizens, property, and natural resources from the effects of catastrophic wildland fires.

The intent of the Council is to:

  1. Educate the public about fire threat and fire prevention measures;
  2. Serve community and neighborhood fire safety needs;
  3. Coordinate a Fire Plan, with the cooperation of local fire agencies;
  4. Improve circulation for evacuation;
  5. Reduce the potential for fire loss damage;
  6. Improve fire safety by reducing dangerous fuel load;
  7. Reduce vegetation waste stream to landfills;
  8. Promote a healthy forest;
  9. Improve air and water quality;
  10. Secure grant funding for fuel reduction projects.

The mission will be accomplished through interagency and neighborhood coordination, along with a strong public and private partnership focusing on public education, exchanging of information, and fostering fire prevention and fire safety to make homes, neighborhoods, and communities fire safe within Tuolumne County.  This Fire Safe Council will operate through in-kind donations, volunteer participation and financial contributions.

ARTICLE 3-DIRECTORS

Section 1. NUMBER

The Corporation will not have fewer than three (3) nor more than fifteen (15) Directors, which shall include the President, Vice-President, Recording Secretary, and Treasurer.  The minimum and maximum numbers specified in this Section may be changed by amendment of this Section.  The Board shall consider the experiences and background of potential candidates, and shall strive to provide representation from all stakeholder groups, as well as supply the Board with the skills needed to effectively carry out its objectives and purposes.

Section 2. POWERS

Subject to the limitations of the articles and these bylaws, the activities and affairs of this Corporation shall be conducted, and all corporate powers shall be exercised by or under the direction of the Board of Directors, acting together as the Board, establish the policies and programs of the organization, and monitor and evaluate results.  The Board may delegate management of the activities of the Corporation to any person or persons, a management company, or committee, however composed, provided that the activities and affairs of the Corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.

Section 3. ELECTIONS

The Board will hold the annual election of Director(s) and Officer(s) at the December meeting.   A candidate shall be considered elected if he or she receives a majority vote of the total number of Directors in attendance at the December Board Meeting.  The new Director(s) and Officers(s) shall be installed at the annual meeting in January.

Section 4. TERMS OF OFFICE

Each Director(s) will hold office for one (1) year until the next annual meeting of the Highway 108 Fire Safe Council, and until his or her successor is elected and qualifies or the Board of Directors declares that a Director’s position is vacant by reason of the death, resignation, or proper removal of the Director.

Section 5. VACANCIES

Vacancies on the Board will exist:

  1. on the death, resignation or removal of any Director(s), or
  2. whenever the number of authorized Directors is increased.
  3. The Board may declare vacant the office of a Director who has failed to participate at a Highway 108 FireSafe Council board meeting or event over a four (4) month long period or who has failed, in the judgment of a majority of Directors, to act in a manner consistent with the purpose and mission of the Council.  Any Director may resign effective upon giving a written notice to the President or the Board of Directors unless the notice specifies a later time for the effectiveness of such resignation.  No Director may resign if the Corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Attorney General.

Section 6. FILLING VACANCIES

The President will appoint a Nominating Committee consisting of three (3) board members at the November meeting.  When vacancies exist on the board, the President will work with other Directors to identify potential candidates to fill the vacant positions.  Each potential candidate will be contacted beforehand by the President and permission obtained to submit his or her name before the election as a potential director.  The Nominating Committee shall, from this list, select a slate of individuals to fill the positions on the Board then expiring, and shall submit its slate to the Board at the December meeting.

Section 7. SPECIAL ELECTIONS

A special election may be held to fill a vacancy at any regular or special meeting held for that purpose and will be held in accordance with Article 3, Section 3 of these Bylaws.  A person elected to fill a vacancy will hold office until the next annual election of the Board after assuming office.

Section 8. COMPENSATION

Directors will serve without compensation.  However, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as permitted under the provisions of the California Nonprofit Public Corporation Law and any limitations in the Articles of Incorporation and Bylaws.  If the board determines that a Director is the appropriate person to be funded to perform contract work or administrative oversight duties for projects tied to grants received by the Council, that Director may only be paid for such work if a two-third (2/3) majority of Directors in attendance at a regular meeting adopts a resolution to pay that Director for that specific contract work. No director shall be allowed to vote on any resolution that may personally benefit him/her directly.

Section 9. RESTRICTION REGARDING INTERESTED DIRECTORS

Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the Board may be interested persons.  For purposes of this Section, “interested persons” means either:

(a) Any person currently being compensated by the Corporation for services rendered it within the previous twelve (12) months, whether as a full or part-time officer or employee, independent contractors, or otherwise; or

(b) Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person specified in subsection (a) of this Section.

Section 10.  NON-LIABILITY OF DIRECTORS

The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.

Section 11. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS

To the extent that a person who is, or was, a Director, officer, employee or other agent of this Corporation has been successful on the merits in defense of any civil criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the Corporation, or has been successful in defense of any claim, issue or matter, therein, such person will be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding.

Section 12.  INSURANCE FOR CORPORATE AGENTS

The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Corporation (including a Director, Officer, employee or other agent of the Corporation) against any liability other than for violating provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the Corporation would have the power to indemnify the agent against such liability under the provisions of Section, 5238 of the California Nonprofit Public Benefit Corporation Law.

Section 13.  PLACE OF MEETINGS

Meetings of the Board of Directors shall be held at any location within Tuolumne County.

Section 14.  REGULAR, ANNUAL, AND SPECIAL MEETINGS

  • Regular Meetings: Meetings of the Board shall be held with call or notice on such dates and at such time as may be fixed by the Board.
  • Annual Meetings: The Board shall hold an annual Meeting for the purpose of organization, selection of Directors and Officers, and transaction of other business. Annual meetings of the Board shall be held with call or notice on a day in January set by the Board.
  • Special Meetings: Special meetings of the Board for any purpose may be called at any time by the President, Vice President, Recording Secretary, Treasurer or any two Directors.

Section 15.  NOTICE OF MEETINGS

Notice of regular meetings shall be given to the Board members not less than seventy-two (72) hours prior to the meeting.  Notice of the time and place of meetings of the Board of Directors shall be given by one of the following methods:

  1. by personal delivery of written notice; or
  2. by First-Class postage prepaid mail, Internet E-mail, Facsimile; or
  3. by telephone communication, either to the Director or to a person at the Director’s home or office who would reasonably be expected to communicate such notice to the Director.  Such notices will be addressed to each Director at his or her United States Postal Service address or Internet E-mail address as shown on the Recording Secretary’s books of the Corporation.

Section 16.  WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS

The transactions of any meeting of the Board, however, called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each Director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof all such waivers, consents, or approvals will be filed with the corporate records or made a part of the minutes of the meeting.

Section 17.  QUORUM FOR MEETINGS

A simple majority of the total number of Directors constitutes a quorum for the transaction of business.  Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this Corporation, or by law, no business requiring a vote will be considered by the Board at any meeting at which a quorum, as hereinafter defined, is not present.  The only motion which the President will entertain at such meeting is a motion to adjourn not-withstanding the loss of a quorum at the meeting due to a withdrawal of a Director(s) from the meeting.

Section 18.  MAJORITY ACTION AS BOARD ACTION

Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is an act of the Board, unless the Articles of Incorporation or Bylaws of this Corporation, or provisions of the California Nonprofit Public Benefit Corporation Law, particularly those provisions relating to appointment of committees (Section 5212), approval of contracts or transactions in which a Director has a material financial interest (Section 5233), and indemnification of Directors (Section 5238e), require a greater percentage or different voting rules for approval of a matter by the Board.

Section 19.  CONDUCT OF MEETINGS

Meetings of the Board will be presided over by the President, or, if no such person has been so designated or, in his or her absence, by the Vice-President or, in the absence of each of these persons, by a Director chosen by a majority of the Directors present at the meeting.  The Recording Secretary of the Corporation will act as a Recording Secretary of all meetings of the Board, provided that, in his or her absence, the presiding Officer will appoint another person to act as Recording Secretary of the Meeting.  Meetings will be governed by Robert’s Rules of Order or by any process agreed to by the Directors present insofar as such rules are consistent with these Bylaws, with the Articles of Incorporation of this Corporation, or with provisions of law.

Section 20.  ACTION BY MAJORITY CONSENT WITHOUT MEETING

Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if at least three-fourths (3/4) of directors agree and that three-fourths (3/4) of directors will not include any interested director as defined in Section 5233 of the California Nonprofit Public Benefit Corporation Law.  Written documentation of such consent or consents to action without a meeting will be filed with the minutes of the proceedings of the Board.

ARTICLE 4-OFFICERS

Section 1.  NUMBER OF OFFICERS

The officers of the Corporation shall be a President, a Vice-President, a Recording Secretary, and a Treasurer.

Section 2.  QUALIFICATION, ELECTION AND TERM OF OFFICE

The Board may elect or may empower the President to appoint Officers or Directors as the business of the Corporation may require.  Officers and Directors may be elected or approved for successive terms. Any number of offices may be held by the same person, except that neither the Secretary nor the Treasurer may serve as the President.  Individuals holding more than one office are entitled to only one vote. Officers may be selected or approved for successive terms.

Section 3. SUBORDINATE OFFICERS

The Board may appoint such other Officers or agents as it may deem desirable and such Officers will serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board.

Section 4. REMOVAL AND RESIGNATION

Any Officer may be removed, either with or without cause, by a three-fourths (3/4) majority of the Board, at any time.  Any Officer may resign at any time by giving written or verbal notice to the Board or to the President of the Corporation.  Any such resignation will take effect at the date of receipt of such notice or at any later date specified therein, and unless otherwise specified therein.  The acceptance of such resignation will not be necessary to make it effective.  The above provisions of this Section will be superseded by any conflicting terms of a contract, which has been approved or ratified by the Board relating to the employment of any Officer of the Corporation.

Section 5. VACANCIES

Any vacancy caused by the death, resignation, removal, or disqualification of any Officer will be filled by the Board as soon as practical.  In the event of a vacancy in any office other than that of the President, such vacancy may be filled temporarily by appointment by the President until such time as the Board will fill the vacancy.  Vacancies occurring in offices of Officers appointed at the discretion of the Board may or may not be filled, as the Board will determine.

Section 6. DUTIES OF THE PRESIDENT

The President will be the Chief Executive Officer of the Corporation and will be subject to the control of the Board.  He or she will supervise and control the affairs of the Corporation and the activities of the officers.  He or she will perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this Corporation, or by these Bylaws, or which may be prescribed from time to time by the Board.  He or she will preside at all meetings of the Board as Chairperson of the Board, except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws.  He or she will, in the name of the Corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments, which may from time to time be authorized by the Board.

Section 7. DUTIES OF THE VICE PRESIDENT

In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President will perform all the duties of the President, and when so acting will have all the powers of, and be subject to all the restrictions of the President.  The Vice President will have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board.

Section 8. DUTIES OF RECORDING SECRETARY

Subject to the provisions of these Bylaws, the Recording Secretary shall also:

  1. Keep up to date the original, or a copy of these Bylaws, as amended, or otherwise altered.
  2. Be Custodian of Records, including a book of minutes of all meetings of the Directors, recording therein the time and place of holding, whether regular or special, how called, the names of those present or represented at the meeting, and the proceedings thereof.
  3. See that all notices are duly given in accordance with the provisions of these Bylaws, or as required by law.
  4. Exhibit at any reasonable time to any Director of the Corporation, or to his or her agent or attorney, on request therefore, the Bylaws, the membership book, and the minutes of the proceedings of the Directors of the Corporation.
  5. In general, performs all duties incident to the office of a Recording Secretary and such other duties as may be required by law, by the Articles of Incorporation of this Corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board.                                                  

Section 9. DUTIES OF THE TREASURER

Subject to the provisions of these Bylaws, the Treasurer shall also:

  1. Have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all such funds in the name of the Corporation in such banks or other depositories selected by the Board.
  2. Receive, and give receipt for, monies due and payable to the Corporation from any source whatsoever.
  3. Disburse, or cause to be disbursed, the funds of the Corporation as may be directed by the Board, or the Project Manager, or the Project Coordinator.
  4. Keep and maintain adequate and correct accounts of the Corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
  5. Exhibit at any reasonable time to any Director of the Corporation, or to his or her agent or attorney, on request therefore, the books of account and financial records.
  6. Render to the President and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the Corporation.
  7. Prepare, or cause to be prepared, and authenticate, or cause to be authenticated, the financial statements to be included in any required reports.
  8. The Treasurer shall prepare and submit a quarterly financial report to the Board at each regular scheduled quarterly meeting in March, June, September and December.The Treasurer will also submit an annual financial report for the preceding fiscal year to the board no later than one-hundred twenty (120) days after the end of the fiscal year.
  9. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of this Corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board.

Section 10.  COMPENSATION

Officers will serve without compensation.  However, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as permitted under the provisions of the California Nonprofit Public Corporation Law and any limitations in the Articles of Incorporation and Bylaws.  However, if compensation for an Officer is to be considered, it will be paid by resolution of the Board, and no Officer will be prevented from receiving such salary by reason of the fact that he or she is also a Director of the Corporation, provided, however, that such compensation paid a Director for serving as an Officer of this Corporation will only be allowed if permitted under the provisions of the California Nonprofit Public Corporation Law, and any limitations in the Articles of Incorporation and Bylaws.  In all cases, any compensation received by Officers of this Corporation will be reasonable and given in return for services actually rendered for the Corporation which relate to the performance of the charitable or public purposes of this Corporation.

ARTICLE 5-COMMITTEES

Section 1. EXECUTIVE COMMITTEE

If the Board chooses to create an Executive Committee, that Executive Committee will consist of the President, Vice-President, Secretary, and Treasurer and will convene only for advisory purposes.

Section 2. OTHER COMMITTEES

The Corporation may have such other committees as may from time to time be designated by the President or by the Board of Directors.  Such other committees may consist of persons who are not also members of the Board.  These additional committees will act in an advisory capacity only to the Board.

Section 3. MEETINGS AND ACTION OF COMMITTEES

Meetings and action of committees will be governed, noticed, held, and taken in accordance with the provisions of these Bylaws and the direction of the Board.

ARTICLE 6-EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

Section 1. EXECUTION OF INSTRUMENTS

The Board, except as otherwise provided in these Bylaws, may by resolution authorize any Officer or Agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.  Unless so authorized, no Officer, Agent, or employee will have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 2. CHECKS AND NOTES

Except as otherwise specifically determined by resolution of the Board, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation will be signed by the Treasurer and countersigned either by the President, or the Vice President, or the Recording Secretary of the Corporation.  The Board may authorize additional Directors to countersign checks.

Section 3. DEPOSITS

All funds of the Corporation will be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board may direct the Treasurer to select.

Section 4. GIFTS

The Board may accept on behalf of the Corporation any contribution, gifts, bequest, or device for the charitable or public purposes of this Corporation.

ARTICLE 7-CORPORATE RECORDS AND REPORTS

Section 1. MAINTENANCE OF CORPORATE RECORDS

The Corporation will keep and maintain the following records:

  1. Records of the minutes of all meetings of the Board committees of the Board, indicating the time and place of holding such meetings, whether regular or special, how called, and the names of those present and the proceedings thereof.
  2. A record of its Directors, indicating their names and addresses and, if applicable, the office held, and the termination date of any office.
  3. A copy of the Corporation’s Articles of Incorporation and Bylaws as amended to date, which will be open to inspection by the members of the Corporation at any reasonable time.
  4. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses.

Section 2. DIRECTORS RIGHT OF INSPECTION

Every Director, either as an individual or as a group, will have the absolute right at any reasonable time to inspect and make photocopies of Council materials, including all books, records and documents of every kind, and to inspect the physical properties of the Corporation.

Section 3. ANNUAL FINANCIAL REPORTS

The Board of Directors and Treasurer will cause an annual financial report to be furnished not later than one hundred and twenty (120) days after the close of the Corporation’s fiscal year to the Board of Directors.  The report shall contain the following information in appropriate detail:

  1. The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year;
  2. The principal changes in assets and liabilities, including trust funds, during the fiscal year:
  3. The revenue or receipts of the Corporation both unrestricted and restricted to particular purposes, for the fiscal year;
  4. The expenses or disbursements of the Corporation, for both general and restricted purposes, during the fiscal year.

ARTICLE 8-FISCAL YEAR

Section 1. FISCAL YEAR OF THE CORPORATION

The fiscal year of the Corporation will begin on the first day of January and end on the last day of December in each year.

ARTICLE 9-AMENDMENT OF BYLAWS

Section 1. AMENDMENT OF BYLAWS

Subject to any provision of law applicable to the amendment of Bylaws of public benefit nonprofit Corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by a quorum of the Board.

ARTICLE 10-AMENDMENT OF ARTICLES OF INCORPORATION

Section 1. CERTAIN AMENDMENTS

Notwithstanding the above Sections of this Article, this Corporation will not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation and of the names and addresses of the first Directors of this Corporation nor the name and address of its initial agent, except to correct an error in such statements.

ARTICLE 11-PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS

Section 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS

No member, Director, officer, employee or other person connected with this Corporation, or any private individual, will receive at any time any of the net earnings, or pecuniary profit from the operations of the Corporation, provided, however, that this provision will not prevent payment to any such person, or reasonable compensation for services performed for the Corporation in affecting any of its public, or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; no such person or persons will be entitled to share in the distribution of, and will not receive, any of the corporate assets on a dissolution of the Corporation.  All members, if any, of the Corporation will be deemed to have expressly consented and agreed that on such dissolutions or winding up of the affairs of the Corporation, whether voluntarily or involuntarily, the assets of the Corporation, after all debts have been satisfied, will be distributed as required by the Articles of Incorporation of this Corporation and not otherwise.

ARTICLE 12-MEMBERS

Section 1. CLASSES OF MEMBERSHIP

The Board of Directors are voting members of the Corporation. Therefore, any action which would otherwise require a vote of members, under law or the provisions of the Articles of Incorporation or Bylaws of this Corporation, shall only require the approval of the Board of Directors.  The Board of Directors may establish classes of non-voting members to actively encourage participation in Highway 108 FireSafe Council meetings, activities, and educational outreach by any interested individuals or groups who may benefit from the mission of the Council.

WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS

We, the undersigned, are all of the persons named as the Directors of the Highway 108 FireSafe Council, Inc., a California nonprofit Corporation, and, pursuant to the authority granted to the Directors by these Bylaws, take action by unanimous written consent at a regularly scheduled board meeting in Sonora, Tuolumne County, State of California on Thursday October 25, 2007 at 11:30 AM and do hereby adopt the foregoing amended Bylaws, consisting of Articles One (1) through Twelve (12), as the Bylaws of this Corporation.

Authorized signatures (11):

Approved by (SIGNATURE)

_________________________ Jerry Tannhauser, President

Approved by (SIGNATURE)

_________________________ Rick Jerome, Vice President

Approved by (SIGNATURE)

_________________________ Alexis Halstead, Recording Secretary

Approved by (SIGNATURE)

_________________________ Steven Johnson, Treasurer

Approved by (SIGNATURE)

_________________________ Joseph Celentano, Director

Approved by (SIGNATURE)

_________________________ Robert Fiala, Director

Approved by (SIGNATURE)

_________________________ Glenn Gottschall, Director

Approved by (SIGNATURE)

_________________________ Bob Hackamack, Director

Approved by (SIGNATURE)

_________________________ Steven Hollett, Director

Approved by (SIGNATURE)

_________________________ Patrick Kaunert, Director

Approved by (SIGNATURE)

_________________________ Jerry McGowan, Director

(Original signatures appear on original document in corporation files)

Witnessed and authenticated by: 

(SIGNATURE)

________________________________

Alexis Halstead, Recording Secretary

Dated: October 25, 2007

Highway 108 FireSafe Council, Inc.

Post Office Box 692

Tuolumne, CA 95379-0692

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