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.\"
.ft B
.S 16
.ce 4
BYLAWS
OF
EL ENCANTO ESTATES 
HOMEOWNERS ASSOCIATION, INC.
.S P
.ft R
.SP 2
.
.
.\" ARTICLE I
.H 1
.H 2 "Name and Place of Business"
.\" Section 1.
.H 3 "Name."
The name of the corporation is EL ENCANTO ESTATES HOMEOWNERS
ASSOCIATION, INC., hereinafter referred to as the \[dq]Association\[dq].
.\" Section 2.
.H 3 "Place of Business."
The principal office shall be located in Tucson, Arizona, at the
home of the president of the Association or at such other location
as may be designated by the board of directors from time to time,
but meetings of members and directors may be held at such places
within Pima County, Arizona as may be designated by the board of
directors.
.
.
.\" ARTICLE II
.H 1
.H 2 "Scope and Purposes of Association"
.\" Section 1.
.H 3 "General Purposes."
The general purpose of the Association, as successor of the El
Encanto Estates Neighborhood Association, Inc., an Arizona corporation,
is to promote the general welfare of El Encanto Estates, a legal
subdivision of Pima County, Arizona, according to the map or plat
thereof recorded in Book 5 of Maps and Plats at page 35 in the Pima
County Recorder's Office, Arizona, hereinafter referred to as "El
Encanto Estates", and its environs.
.\" Section 2.
.H 3 "Specific Purposes."
The specific purposes of this Association shall include, without
limitation, the following:
.\" (a)
.H 4
to promote the social welfare of El Encanto Estates and its environs;
.\" (b)
.H 4
to receive, own and administer Association property, including
easements and rights of way;
.\" (c)
.H 4
to provide for the acquisition, construction, management and
maintenance of Association property;
.\" (d)
.H 4
to encourage the residents of El Encanto Estates to maintain
buildings, grounds and properties to the standards appropriate to
a high quality residential area;
.\" (e)
.H 4
to enforce any and all restrictions as to the use of lots and
improvements situated thereon within El Encanto Estates as set forth
in any Declaration of Establishment of Conditions and Restrictions
or similar instrument which is in effect or as may be adopted
pertaining to El Encanto Estates,
or as set forth in Code of Ordinances of the City of Tucson, Arizona; and
.\" (f)
.H 4
to carry on and maintain any and all services which shall be desired
by the members of the Association.
.
.
.\" ARTICLE III
.H 1
.H 2 "Membership; Voting; Meetings of Members"
.\" Section 1.
.H 3 "Membership Qualification."
All owners and part owners of record title (including contract
purchasers under a recorded contract for sale but excluding contract
sellers) of one or more lots in El Encanto Estates shall qualify
for the number of memberships as the number of lots so owned. The
board of directors shall be empowered to determine all issues
relating to membership in the Association in any manner consistent
with the Articles of Incorporation and the Bylaws.
For these Bylaws, the definition of a "lot" is a parcel listed in
the Pima County Assessor property data.
.\" Section 2.
.H 3 "Membership."
All persons who qualify for membership and whose dues are currently
paid shall be members. Only members shall have the right to vote.
Those persons holding more than one membership by virtue of ownership
of more than one lot shall be entitled to vote for the number of
lots owned and for which dues are currently paid. Memberships are
not transferable and may not be pledged or alienated in any way.
Upon the sale of a lot, the seller shall cease to be a member,
unless the seller shall own another lot in El Encanto Estates for
which dues are currently paid.
.\" Section 3.
.H 3 "Dues."
Dues shall be Fifty Dollars (\[Do]50.00) per year per lot, or such other
amount as the board of directors may from time to time determine.
.\" Section 4.
.H 3 "Voting."
Except as otherwise prescribed for electing members of the board
of directors, members shall be entitled to cast one vote for each
lot in El Encanto Estates owned and for which dues are currently paid; 
provided, however, if a lot is
owned by two or more persons, or entities, they shall designate one
among their number to exercise voting rights and, if requested by
the secretary of the Association, shall make such designation in a
writing delivered to the secretary of the Association.
.\" Section 5.
.H 3 "Meetings."
.\" (a)
.H 4 "Annual Meeting."
The annual meetings of the members of the Association for the
election of officers and directors and the transaction of such other
business of the Association as may be brought before it shall be
held in October of each year at such place
as the board of directors may designate.
.\" (b)
.H 4 "Special Meetings."
Special meetings of the Association may be called at any time by
the president or by the board of directors or upon written request
of one-fourth (1/4) of the members. Special meetings shall be held
at such time and at such place as may be designated in the notice
thereof.
.\" (c)
.H 4 "Meetings Notices."
Notices of each meeting of the members of the Association, whether
annual or special, shall be given by the secretary of the
Association or such person authorized to call the meeting, orally
or mailed to each member at such member's last known post office
address, or the address supplied by such member to the Association for the
purpose of notice, or if none, to the address of the member's lot,
not fewer than seven (7) days prior to the date of the meeting. The
notice of each special meeting shall contain the purpose for which
it is to be conducted. Any member may waive notice to any meeting.
.\" (d)
.H 4 "Quorum."
The presence at the meeting in person or by proxy of one-tenth
(1/10) of the members shall constitute a quorum for any action
unless otherwise provided in the Articles of Incorporation or these
Bylaws. If, however, such quorum shall not be present or represented
by proxy at any meeting, the members who are present shall have the
power to adjourn the meeting from time to time, without notice other
than announcement at such meeting, until a quorum shall be present
or represented.
.\" (e)
.H 4 "Proxies."
At all meetings of members, each member may vote in person or by
proxy. All proxies shall be in writing and filed with the secretary.
Every proxy shall be revocable, and cease automatically upon
disqualification of the member.
.
.
.\" ARTICLE IV
.H 1
.H 2 "Board of Directors; Selection; Term of Office"
.\" Section 1.
.H 3 "Number."
The number of directors of the Association shall be determined,
from time to time, by the board of directors, but in no event shall
there be fewer than five (5) directors.
.\" Section 2.
.H 3 "Qualification."
Only members who are natural persons may be elected or appointed
to the board of directors. Any person whose membership terminates
or lapses may not remain a member of the board of directors and
shall be deemed to have resigned as of the time the membership
terminates or lapses.
.\" Section 3.
.H 3 "Election and Term of Office."
The members of the board of directors shall be elected at the annual
meeting of the membership by the members. At least twenty (20) days
prior to the annual meeting the existing board of directors shall
select a nominating committee comprised of such number as it shall
designate. The nominating committee shall make nominations for
vacancies on the board of directors. The nominating committee shall
present to the secretary of the Association at least ten (10) days
before the annual meeting the nominees for the board of directors.
The secretary of the Association shall include the names of the
nominees with the notice of the meeting. Nominations for directors
may be made by any member from the floor of the meeting. Members
may vote for directors in person or by proxy with votes to be cast
in the manner set forth in Article III, Section 4, above, but shall
be entitled to cast as many votes as there are number of directors
to be elected, one vote per nominee.  Each director duly elected
shall serve until the earlier of the next annual meeting of the
members and the time at which his/her successor shall have qualified.
Any director may serve one or more terms, whether or not in succession.
.\" Section 4.
.H 3 "Removal; Resignation; Vacancies; Leave of Absence."
Any director may be removed from the board, with or without cause,
by the majority vote of the other directors present personally or
voting by proxy, at a regular meeting, or a special meeting called
for such purpose.  Further, any director, at any time, may resign
from the board by giving written notice to the board, the president
or the secretary.  Such resignation shall take effect on the date
of receipt of such notice, or at any later time specified therein,
and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. Failure
to be a member or lapse of membership shall be deemed to be a
resignation from the board. In the event of death, resignation,
removal or disqualification of a director, his/her successor shall
be selected and appointed by the remaining directors and shall serve
the unexpired term of the director so replaced.
Any director may take leave of absence from the board by giving notice
to the board, the president or the secretary.
.\" Section 5.
.H 3 "Compensation."
No director shall receive compensation for any service he/she may
render to the Association. However, any director may be reimbursed
for his/her actual expenses incurred in the performance of his/her
duty.
.\" Section 6.
.H 3 "Meetings."
.\" (a)
.H 4 "Annual Meeting."
The annual meeting of the board of directors shall be held in Tucson,
Arizona, immediately following the annual meeting of the members.
.\" (b)
.H 4 "Regular Meetings."
Regular meetings of the board of directors of the Association shall
be held in Tucson, Arizona, at such times as the board of directors
shall determine.
.\" (c)
.H 4 "Special Meetings."
Special meetings of the board of directors shall be held when called
by the president or by fifty percent (50%) or more of the directors.
Said meetings shall be held in Pima County, Arizona.
.\" Section 7.
.H 3 "Notice/Waiver of Notice."
A notice of the time and place of the annual, regular or special
meetings (including, in the case of special meetings, the purpose
or purposes for which the meeting is called) shall be made by the
secretary or such person calling the meeting, orally or in writing,
at least three days prior to the meeting. Any members of the board
of directors may waive notice of any meeting. Attendance at a meeting
by a director shall be deemed waiver of notice to the meeting unless
the director's attendance is to object to the holding of the meeting
without proper notice.
.\" Section 8.
.H 3 "Quorum."
A majority of the directors shall constitute a quorum for the
transaction of business by the board of directors.  Any meeting at
which a quorum is not present may be adjourned from time to time
until the meeting shall be regularly constituted, at which time any
business may be transacted which might have been transacted at the
meeting as originally noticed. The directors present at a duly
organized meeting may continue to transact business until adjournment,
even if a quorum is no longer remaining due to the withdrawal of
directors from such meeting.
A director on leave of absence shall not be counted among the directors in
determining a quorum.
.\" Section 9.
.H 3 "Manner of Acting."
The act of the majority of the directors present at a meeting at
which a quorum is present shall be the act of the board of directors. 
The directors shall have the right to take any action in the absence
of a meeting which they could take at a meeting by obtaining the
written approval of a majority of the directors.  
Any action so approved shall
have the same effect as if so taken at a meeting of the directors.
.
.
.\" ARTICLE V
.H 1 
.H 2 "Powers and Duties of the Board of Directors"
.\" Section 1.
.H 3 "Powers and Authority of the Board."
The board of directors shall have all the powers of an Arizona
non-profit corporation, subject only to such limitations upon the
exercise of such powers as are expressly set forth in the Association's
Articles of Incorporation and these Bylaws and to perform any and
all acts which may be necessary or proper for or incidental to the
exercise of any of the expressed powers of the Association. Without
in any way limiting the generality of any of the foregoing provisions,
the board of directors shall have the power and authority at any
time to do the following:
.\" (a)
.H 4
Delegate specific powers to any committees, including an executive
committee, designated by the board of directors;
.\" (b)
.H 4
Adopt and publish rules and regulations governing the maintenance
and control of the Association's property, including, without
limitation, the easements and rights of way;
.\" (c)
.H 4
Suspend the voting rights of a member during any period in which
such member shall be in breach of the provisions of these Bylaws
and/or any rules and regulations promulgated by the board of directors
until such default or breach is cured;
.\" (d)
.H 4
Encumber the property of the Association up to the amount of
\[Do]5,000.00, unless a greater amount is approved by the membership;
.\" (e)
.H 4
Exercise for the Association all powers, duties and authority vested
in or delegated to the Association and/or any declaration of
establishment of covenants, conditions and restrictions or similar
instrument as may be in effect with respect to El Encanto Estates;
.\" (f)
.H 4
Declare the office of a director of the board of directors to be
vacant in the event such director shall be absent from three (3)
consecutive regular meetings; and
.\" (g)
.H 4
Employ managers, independent contractors, or such other employees
or agents as the board deems necessary, and to prescribe their
duties.
.\" Section 2.
.H 3 "Duties."
It shall be the duties of the board of directors to:
.\" (a)
.H 4
Cause to be kept a complete record of all of its acts and corporate
affairs;
.\" (b)
.H 4
Supervise all officers, agents and employees of the Association,
and to see that their duties are properly performed;
.\" (c)
.H 4
Procure and maintain adequate insurance in such amounts and of such
types as deemed prudent by the board;
.\" (d)
.H 4
If the board shall so determine, cause easements and/or other
property within the El Encanto Estates to be maintained and to own
or hire equipment for such purpose;
.\" (e)
.H 4
Carry out any other or further duty imposed on the Association or
its board of directors by the Articles of Incorporation and these
Bylaws.
.
.
.\" ARTICLE VI
.H 1 
.H 2 "Officers and their Duties"
.\" Section 1.
.H 3 "Officers."
The officers of the Association shall be a president, who shall act
as chairman of the board of directors, one or more vice presidents,
a secretary, and a treasurer, all of whom shall be members of the
board of directors and if designated by the board of directors, an
assistant secretary and assistant treasurer.  The board of directors
in its discretion may designate additional officers. All officers
must be members. Termination of membership shall be deemed to be a
resignation as an officer of the Association.
.\" Section 2.
.H 3 "Election and Term of Office."
The officers of the Association shall be elected at the annual
meeting of the board of directors, or at such other times as the
directors may determine.  The election of the officers shall be by
majority vote of the board of directors. The term of each office
shall be for one year and each officer shall hold office for the
term thereof unless he/she shall sooner die, resign, become
disqualified or be removed by a majority vote of the directors and
until the successor of such officer is qualified.
.\" Section 3.
.H 3 "Special Appointment."
The board may elect such other officers as the affairs of the
Association may require, each of whom shall hold office for such
period, have such authority, and perform such duties as the board
may, from time-to time, determine.
.\" Section 4.
.H 3 "Resignation and Removal."
Any officer may be removed from office with or without cause by a
majority vote of the board at a regular meeting, or at a special
meeting called for such purpose.  Any officer may resign at any
time, by giving written notice to the board, the president or the
secretary. Such resignation shall take effect on the and unless
otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.  Failure to be a member
or lapse of membership shall be deemed to be a resignation from
office.
.\" Section 5.
.H 3 "Vacancies."
A vacancy in any office may be filled by appointment by the board.
The officer appointed to such vacancy shall serve for the remainder
of the term of the officer he/she replaces.
.\" Section 6.
.H 3 "Multiple Offices."
The offices of secretary and treasurer may be held by the same
person. No person shall simultaneously hold more than one of any
of the other offices, except in the case of special offices created
pursuant to Section 3 of this Article.
.\" Section 7.
.H 3 "Duties."
The duties of the officers are as follows:
.\" (a)
.H 4 "President."
The president shall be the principal officer of the Association
and, subject to the control of the board of directors, shall in
general, supervise and control all of the business and affairs of
the Association. The president shall sign, with such other officer
as the directors designate, if any, all instruments which the board
of directors has authorized to be executed, except in cases where
the signing and execution thereof shall be expressly delegated by
the board of directors or by these Bylaws to some other officer
or agent of the Association or as shall be required by law to be
otherwise signed or executed.
.\" (b)
.H 4 "Vice President."
The vice president shall perform such duties as may be delegated
to him/her by the board of directors. In the case of the temporary
absence of the president or in the case of his/her temporary inability
to act, the vice president, or if there is more than one vice
president, the senior vice president, shall perform and be vested
with all of the powers and duties of the president during such
temporary absence or temporary inability. In the case of the permanent
or extended absence or inability of the president to act, the office
shall be declared vacant by the board and a successor chosen by the
board.
.\" (c)
.H 4 "Secretary."
The secretary shall report the votes and keep the minutes of all
meetings and proceedings of the board and of the members; 
if a corporate seal of the Association exists, the secretary shall keep 
and affix it, as required, on
any papers; serve notice of the meetings of the board and of the
members; keep appropriate current records showing the members of
the Association together with their addresses and voting entitlements,
and shall perform such other duties as are required by the board.
.\" (d)
.H 4 "Treasurer."
The treasurer shall have charge of and custody of and be responsible
for all monies, securities and property of the Association and shall
keep account of all monies received and disbursed by the Association,
and shall deposit all monies and valuables in the name and to the
credit of the Association in such banks and depositories as the
board of directors may designate.
.\" (e)
.H 4 "Assistant Secretary."
The assistant secretary, if one is so designated, shall perform
such duties as may be delegated by the board of directors. In the
case of the temporary absence of the secretary or in the case of
his/her temporary inability to act, the assistant secretary shall
perform and be vested with all of the powers and duties of the
secretary during such temporary absence or temporary inability. In
the case of the permanent or extended absence or inability of the
secretary to act, the office shall be declared vacant by the board
and a successor chosen by the board.
.\" (f)
.H 4 "Assistant Treasurer."
The assistant treasurer, if one is so designated, shall perform
such duties as may be designated by the board of directors. In the
case of the temporary absence of the treasurer or in the case of
his/her temporary inability to act, the assistant treasurer shall
perform and be vested with all of the powers and duties of the
treasurer during such temporary absence or temporary inability. In
the case of the permanent or extended absence or inability of the
treasurer to act, the office shall be declared vacant by the board
and a successor chosen by the board.
.
.
.\" ARTICLE VII
.H 1 
.H 2 "Committees"
.P
The board of directors may appoint committees as it shall deem
appropriate in carrying out its purposes as provided by the Articles
of Incorporation and these Bylaws, including without limitation,
an executive committee. The President shall appoint the chairman
of any such committee and may appoint the members thereof or authorize
the chairman to do so. The chairman of each such committee shall
make reports of its activity to the board of directors at such
times, in such manner and in such places as the board shall direct.
.
.
.\" ARTICLE VIII
.H 1 
.H 2 "Finances"
.\" Section 1.
.H 3 "Fiscal Year."
The Association's fiscal year shall be October 1st through September
30th of the next year.
.\" Section 2.
.H 3 "Accounts."
All receipts of the Association shall be deposited in accounts
maintained by the treasurer and all disbursements by the Association
shall be made through accounts maintained by the treasurer.
.\" Section 3.
.H 3 "Number of Signatures."
All disbursements of funds shall 
be signed by the treasurer, or by one or more persons
or officers as designated by the board of directors.
.
.
.\" ARTICLE IX
.H 1 
.H 2 "Corporate Seal"
.ll -2i
.P
The Association, if the board of
directors determines, may have a seal,
which if existing, is shown to the right
of this Article.
.ll
.SP 5
.
.
.\" ARTICLE X
.H 1 
.H 2 "Books and Records"
The books, records and papers of the Association shall at all times,
during reasonable business hours, be subject to inspection by any
member who shall be provided copies of any such instruments or
documents.
.
.
.\" ARTICLE XI
.H 1 
.H 2 "Indemnification/Insurance"
.P
To the fullest extent permitted by Arizona Revised Statutes Section
10-1005(C) and any successor provision, every director, officer or
committee member of the Association who is employed, appointed or
acts as such by the Association shall be indemnified by the
Association, and every other person serving as a director, officer,
committee member, employee, volunteer or direct agent of the
Association, or otherwise acting on behalf of, and at the request
of the Association, who is named as a plaintiff or defendant in
threatened, pending or completed litigation, may be indemnified,
in the discretion of the board, by the Association. Such indemnification
shall include without limitation, all expenses and liabilities,
including attorneys' fees, reasonably incurred by or imposed upon
such person in connection with any proceeding to which he/she may
be a party, or in which he/she may become involved, by reason of
his/her being or having served in such capacity on behalf of the
Association or any settlement thereof, whether or not he/she is a
director, officer or committee member or serving in such other
specified capacity at the time such expenses are incurred; provided
however, in the case of a proceeding threatened or brought in the
right of the Association, the indemnity shall exclude judgments,
fines and settlements except to the extent a court of competent
jurisdiction shall determine that the indemnity is proper as to a
settlement. Such indemnification shall be available only if such
officer, director, member of a committee or other person acted, or
failed to act, in good faith and in a manner he/she reasonably
believed to be in or not opposed to the best interests of the
Association and, with respect to a criminal proceeding, he/she had
reasonable cause to believe his/her conduct was lawful.
.P
The right of indemnification hereinabove provided shall not be
exclusive of any rights to which any director or officer of the
Association may otherwise be entitled at law.
.P
The Association shall have the power to purchase insurance on behalf
of any person who is or was a member, director, officer, employee
or agent of the Association against any liability asserted against
him/her or incurred by such person in any such capacity or arising
out of such person's status, whether or not the Association would
have the power to indemnify such person against such liabilities
under this Article.
.
.
.\" ARTICLE XII
.H 1 
.H 2 "Dealings with Directors, Officers or Committee Members"
.\" Section 1.
.H 3 "Permitted Dealings With Directors, Officers and Committee Members."
No contract or business transaction between the Association and one
or more of its directors, officers, chairman or committee members
or a corporation, partnership, association or other organization
in which a corporation director, officer, chairman or committee
member is a director, officer or employee or in which he/she has
a financial interest, shall be void or voidable solely for this
reason, or solely because the director, officer, chairman or committee
member is present at or participates in the meeting of the board
or committee thereof which authorized the contract or business
transaction or solely because his or their votes are counted for
such purposes, if:
.\" (a)
.H 4
The material facts as to his/her relationship or interest in the
contract or business transaction are disclosed or are known to the
membership, the board or committee, and the membership, board or
committee in good faith authorized the contract or business transaction
by the affirmative votes of a majority of the disinterested members,
directors or committee members which may be less than a quorum; or
.\" (b)
.H 4
The contract or transaction is fair as to the Association as of the
time it is authorized, approved or ratified by the board or committee
thereof.
.\" Section 2.
.H 3 "Determining Quorum."
Common or interested members, directors or committee members may
be counted in determining the presence of a quorum at a meeting of
the membership, board or of a committee which approves the contract
or business transaction.
.
.
.\" ARTICLE XIII
.H 1 
.H 2 "Amendments"
.P
These Bylaws may be altered, amended or repealed and new bylaws may
be adopted by the concurrence of two-thirds of the entire number
of the board of directors of the Association at its annual meeting,
any regular meeting, or at any special meeting called for that
purpose, or by two-thirds vote of the membership present at the
annual meeting or at a special meeting called for that purpose.
.
.
.\" signatures and dates
.AV Secretary 2
.SP 3
.AV President
.
.
.\" TOC
.TC 2 1
