03/30/2025
This is the document referred to in today’s Congregational Meeting. Please read over it before you make your vote to approve or disapprove.
BY-LAWS OF THE
NEW NAME TO BE DETERMINED
Effective ___________, 2025
ARTICLE I: STRUCTURE
The name of this religious society shall be _______________________________ (hereinafter; __________).
The physical address is 1010 East 16th Street, Alamogordo, New Mexico, 88310.
__________ is structured to conform to Internal Revenue Service Code, Section 501(c)3, and is registered as a tax-exempt organization with the State Corporation Commission, Secretary of State of New Mexico, and any other state agency as required by law. All reports and other legal requirements to maintain such status shall be fulfilled.
________________ is an independent congregation, self-funded by members and other supporters, governed by its membership acting through a duly elected Board of Directors (hereinafter; Board). It may choose to affiliate with other like-minded organizations, and shall retain the right to establish, or sever, such agreements, partnerships and associations.
ARTICLE II: PURPOSE
To provide an environment for and to promote the exercise of freedom of religious thinking and activity
Mission; Our mission is to encourage individual spiritual growth within a fellowship of caring and diverse individuals, and to provide a presence in our community that promotes acceptance and respect.
Vision: We are; Stronger Together; Love’s Hands in the World; Called to Create Justice; Responsible for One Another and the Earth.
After the meeting on March 30th, when the decision of staying or leaving the UUA has been decided by the congregation….there will be a fellowship wide effort to create a vision statement that will uniquely be our own. Until that time we will simply use the same language that is repeated every Sunday.
ARTICLE III: MEMBERSHIP
Any person aged 18 or older may become a member by:
• Stating their intention to join to at least one Board Member,
• Demonstrating agreement with the _________ purposes and program,
• Demonstrating an understanding of its bylaws,
• Supporting it through financial and/or personal participation as he/she deems able, and
• Signing the membership book.
• New members will be recognized at the Annual Congregational Business Meeting.
It is generally expected that all members will have a basic understanding of the
history and principles of Unitarian, Enlightenment, Free-thinker and Universalist religious traditions. Membership shall be open to all persons regardless of socio-economic class, ethnic origin, gender identity, sexual orientation, religious beliefs or political persuasion.
Any member of record, in compliance with these by-laws, having made a recorded financial contribution, and having actively participated and attended the services within the prior six (6) months, shall have a voice and vote in any congregational meeting.
Membership shall be terminated by any one of the following:
• The death of a member.
• The written or stated resignation of a member. The resignation shall be effective on the date specified. If no date is specified, the resignation shall be effective when received by the Secretary.
• A majority vote of the Board when: 1) a member moves out of the area or 2) a member has not supported ________ through financial contributions and/or participation for a period of one year.
• For such other reasons as the Board may deem appropriate, termination may be decided if approved by at least five members of the Board.
There shall also be provision for recording, as Friends of the congregation, those who choose not to formally join, but wish to be identified with the ___________.
ARTICLE IV: GOVERNANCE
In keeping with its first 60 years of tradition, ________ will continue to follow its autonomous congregational polity; whereby, the congregation’s decision by vote is the highest expression of its authority. The membership entrusts the administration of day-to-day business matters to a duly elected Board. Each member of _________ is entitled to one vote. Absentee votes from members at any congregational meeting shall be allowed; to be delivered by USPS, electronically submitted, or hand delivered in a sealed, signed envelope given to the Secretary, at or before the vote. No proxy voting is allowed.
All meetings of ___________, its Board, and Committees shall be conducted in accordance with Robert’s Rules of Order, Newly Revised.
Section A: Congregational Meetings
The Annual Congregational Business Meeting (hereinafter; ACBM) shall be held each year during the last quarter of the fiscal year, at such time and place as determined by action of the Board. At least fourteen (14) days prior to the ACBM, the Board shall review and recommend a slate of candidates for the following term of office, a proposed annual operating budget, the previous fiscal year audit report, the minutes from the prior ACBM and from any congregational meeting held since the previous ACBM, and any item to be voted on during the ACBM.
These documents shall be sent to all members at least fourteen (14) days prior to the ACBM along with a proposed agenda which clearly states any matters of business to be acted on by the members. Any additions or corrections to that agenda must be received by the Board no less than seventy-two (72) hours prior to the ACBM. The final agenda and instructions for absentee voting shall be sent by email, or other appropriate means, to all _________members and the agenda shall be posted at the Fellowship.
Fifty percent plus one (50% + 1) of all eligible voting members must be in attendance, either in person or by electronic means, to constitute a quorum for any Congregational Meeting.
After the Presiding Officer of the Board has declared a quorum to be present and has called the meeting to order, the agenda shall be addressed. The current Board Secretary shall record the minutes of these proceedings.
Any action taken at a congregational meeting shall be approved by a simple majority of the quorum of the members present at that meeting.
Special business meetings of the __________ may be called by submitting to the Board a written request signed by five or more __________ members, by a majority of the Board, or by the Financial Support Committee as authorized in Section A of Article VI. All business to be conducted at any special called meeting shall be clearly stated in a notice sent by email to all members at least fourteen (14) days prior to such meeting. A final agenda and instructions for absentee voting shall be sent by email to all members no less than seventy-two (72) hours prior to the meeting and the agenda shall be posted at the ___________.
Section B: Board of Directors
The members of the ___________ delegate customary authority to conduct day-to-day business to the Board. There shall be annual changes in Board membership through staggered terms. The seven (7) voting Members of the Board shall be elected at the ACBM.
That Board shall consist of a duly elected President, Vice President, Secretary, Treasurer, and three Board Members-at-Large; each of whom shall serve a two (2) year term. No officer shall serve more than two (2) consecutive terms in the same office unless deemed necessary by the Board and approved by a majority vote of _________ members at the upcoming ACBM.
Candidates for Board positions shall be members for at least one (1) year prior to serving on the Board. The president-elect shall be from the current Board, or have served in office at some point prior to that nomination.
Should there arise an occasion when there is a lack of qualified and willing candidates for office, the Board may waive specific requirements for such offices, so that otherwise qualified and willing candidates may be duly nominated and elected to office. This action shall require approval by at least five members of the Board.
Additionally, the immediate Past-President may serve as an Ex-Officio Member of the Board for the first year following their last term of office. An Ex-Officio Member does not vote but is advisory only. Their service may be dispensed with or extended by an act of the Board.
The Board shall have general authority over real properties, and financial interests, and exercise control over business and administrative duties of the ________. Additionally, the Board shall establish, or dismiss such committees as deemed necessary with at least one member of the Board serving on each committee. A timely report of all business conducted at committee meetings shall be made to the Board.
Unless special consideration is granted by the Board to accommodate Board Members who are temporarily inactive for good cause, any Board Member who misses three consecutive regular or special meetings of the Board may be deemed to have resigned by a majority vote of the remaining Board Members. The Board may fill such vacancies with qualified members of the __________ who shall serve until the end of the term of office. After completion of such appointment, the appointee will be eligible to run for two consecutive terms.
Board meetings shall be held at such time and place as determined by action of the Board. Any business to be conducted at a Board meeting shall be placed on an agenda that shall be sent to all Congregational Members and posted at least seventy-two (72) hours prior to the meeting. A majority of the board shall be considered a quorum. Board meetings shall be open to all who are willing to abide by the agenda and Board Covenants.
The Board may recess into Executive Session to discuss matters which, due to their nature, shall not be publicly disclosed. For an Executive Session to be declared, it must be posted on the agenda. Decisions on all agenda items must be conducted in an open meeting.
Each Board Member is expected to show initiative, exercise due diligence, and recognize their fiduciary responsibility to the membership. Each Board Member shall be personally responsible for maintaining current knowledge of governance documents such as By-laws, Policies & Procedures, Duties of their Office, Operating Budget, Position Description and Responsibilities of each Governing Board member and Committee Chairperson. It is the responsibility of the Board to keep the congregation fully informed of its actions by making the minutes of all Board meetings available to the members.
Section C: Election of Board Members
Any member of __________ for one year or more may be elected to a position on the Board. During the ACBM, the congregation shall elect open offices for a President, a Vice-President, a Secretary, a Treasurer, and three Board Members-at-Large, each of whom shall hold office for two years, or until the successor to each office has been elected and installed.
The term of the President, Secretary, and one Board Member-at-Large shall begin January 1st, in odd numbered years. The term of the Vice-President, Treasurer, and two Board Members-at-Large shall begin January 1st, in even numbered years.
ARTICLE V: DUTIES OF BOARD MEMBERS
The Board Members shall perform the duties normally associated with their respective offices. In addition, and not in limitation, the Board members shall have the duties defined herein and in the Position Description documents.
All Board Members shall represent the _________ on appropriate occasions and perform all duties incidental to the office and such other duties as may be requested by the membership or the Board.
The __________ has a goal of shared leadership rather than functioning under a rigid hierarchy; as a result Board Members may have flexible authority, and are expected to work in conjunction with one another.
President
The President shall be the executive officer of the __________, serve as the Chair of the Board, be responsible for organizing the agenda for all ACBM and Special Congregational Meetings, and shall represent the fellowship on appropriate occasions and perform other duties incidental to the office and such duties as may be requested by the congregation from time to time. President shall also be empowered to recommend necessary committees and make appointments subject to board approval.
The President shall have authority to sign, on behalf of the congregation, any deeds, mortgages, bonds, contracts or other legal instruments which the Board has authorized to be executed, except in those instances where signing and other ex*****on of such instruments shall have been expressly delegated by the Board, these By-Laws, or statute to some other officer or agent of the ____________.
Vice President
The Vice President shall act in the absence of, or at the request of the President, at which time he/she shall have all powers and functions applicable to the President. In addition, the Vice President shall perform such functions and duties as may be specified by the Board.
Secretary
The Secretary shall keep minutes of meetings of the Board, ACBM, and any special congregational meetings of the__________ . The Secretary shall post or cause to be posted all minutes and announcements for members.
The Secretary shall keep and preserve all non-financial_________ records, the membership book, and maintain lists of all friends and members along with appropriate contact information.
The Secretary, in conjunction with the Board, shall prepare a current list of voting members prior to any official congregational meeting. The Secretary shall keep all papers, committee reports, correspondence, documents, and written instruments belonging to the__________, or pertaining to the business of the _________. The Secretary shall collect, distribute, and respond to incoming mail as appropriate, and perform such other functions as assigned by the Board.
The Secretary shall update the Non-Profit Corporation Status (IRS 501(c)3) of ____________ with the Secretary of State of New Mexico each year. The Secretary shall also execute any other reports required to comply with any affiliations, partnerships or associations that have been established by board actions.
Treasurer
The Treasurer shall receive, account for, and safely keep all funds of the __________ entrusted to his/her care, make disbursements as directed or approved by the Board, keep a complete account of the finances of the __________ in records belonging to the _________ , and submit a report each month to the Board, and annually for the ACBM. The Treasurer, aided by the Financial Oversight Committee, and in conjunction with the board, shall assemble a proposed budget for submission to the congregation for approval at the ACBM.
The Treasurer shall organize a pledge drive in the 4th quarter of the fiscal year, maintain a current record of the pledges, and record their fulfillment status.
The Treasurer shall be responsible for tracking all financial donations, and maintaining a list of individuals who make non-cash donations. Statements detailing donations for the previous year shall be provided to each donor for tax purposes as requested.
The Treasurer shall provide all financial records, monthly reports, bank statements, and invoices for the previous fiscal year to the Audit Committee. The Treasurer shall provide direction and coordination for the Audit Committee, or any public accounting firm employed by the __________, and ensure that all federal, state or local returns, reports or other items required by law are properly prepared and filed with the appropriate authorities in a timely manner, and perform such other functions as assigned by the Board.
The Treasurer shall perform the duties of the President in the event of the simultaneous absence or incapacity of both the President and the Vice President. The Treasurer may be bonded at the expense of the __________.
Members-at-Large
Members-at-Large elected to the Board have no specifically assigned responsibilities. They shall perform such functions as determined by actions of the Board.
Removal of Board Members
Board members are expected to be available, as required, to discharge their duties of office in a timely fashion, in conformance with Robert’s Rules of Order, Newly Revised, and in a spirit of cooperation with their fellow Board members and the congregation. Any Board member who fails to conform to those requirements may be brought before a specially convened Executive Session of the Board to review their performance. A simple majority of the remaining Board members shall be required to reprimand a Board member, and a written warning shall be given to the Board member.
Any Board member who then fails to conform to the standards of conduct, or in the case of a flagrant violation of those standards, may be removed from office by a two-thirds vote of the remaining Board members.
The Board shall have authority to fill vacant offices by advancement, by appointment, or by allowing a vacancy to go forward if less than six months are remaining in the term of that office. Their decision shall be clearly communicated to the congregation.
ARTICLE VI: COMMITTEES
The Board shall have the power to create, or terminate committees. In addition, and not in limitation; to determine their responsibilities, who may be permitted to serve, limit or increase their powers, and give other directions as deemed necessary.
Section A: Standing Committees
The Board shall create and maintain several active committees; additional standing committees may be established. Each committee shall consist of at least three persons. The Chair of each committee shall be a current Board member who shall also be responsible for timely reports of current committee activities at Board meetings. At least one person on each committee shall be a member of __________not currently serving in an elected position. Committee assignments should be carefully considered to provide the greatest expertise and abilities in the area over which the committee has responsibility.
If a committee decision is not supported by the Board there shall be a conference meeting consisting of the entire Board and the members of that committee, each of whom shall have voice and vote. The majority decision of this conference shall be binding.
Program Committee
This committee shall have responsibility over the programs and services of the congregation. The scheduling of speakers, lay leaders, musical support and other aspects directly related to programs and services shall fall under the responsibility of this committee. Any expenditure of funds outside the annual budget shall require specific written proposals submitted to the Board.
Building Usage and Security Committee
This committee shall have responsibility over the real properties of ___________. Expenditures of funds outside the annual budget shall require specific written proposals and no less than two supporting bid documents submitted to the Governing Board.
Financial Oversight Committee
The Treasurer shall chair this committee. It shall share authority to form budgets for the _________. This committee shall also share authority over the trust funds, endowments, and financial investments of the _________ that are not included within the annual budget. The committee may solicit any number of ex-officio members, and may request the presence or services of persons who are not members and may delegate any responsibilities deemed appropriate to such ex-officio or non-members with the consent of the Board. The members of this committee should include any past-Treasurers, or others with financial insights or backgrounds. The duty to report to both the Board and the congregation shall remain with the Treasurer.
Any action decided by the committee shall be specified in a timely report to the Board. The Financial Support Committee shall have the authority to submit their proposals directly to the congregation in cases of disagreement with a Board decision.
Section B: Temporary Committees
The Board shall appoint and direct these committees as needed. Each committee shall consist of at least three persons and the chairperson shall be responsible for timely reports of current committee activities to the Board. At least one person shall be a member of __________ not currently serving in an elected position. Committee assignments should be carefully considered to provide the greatest expertise and abilities in the area of committee responsibility.
Nominating Committee
The Board shall appoint this committee to identify any qualified and willing candidates for open Board positions during the upcoming term of office. The list of such candidates shall be available to the Board with time enough to be reviewed and presented to the congregation fourteen (14) days prior to the ACBM.
Internal Audit Committee
The Board shall appoint a committee to conduct an annual audit of the _________ finances. Although the Treasurer may not serve on this committee, he/she is expected to be available to assist committee members. The financial records of the_________ may be audited at any time, by the order of the Board; however, there shall be at least one (1) annual audit during the first quarter of each subsequent fiscal year. The Chairperson of this committee shall submit a written report to the Governing Board at the conclusion of any audit. The Financial Oversight Committee may function as the Internal Audit Committee.
ARTICLE VII: FISCAL YEAR
The Fiscal Year shall begin January 1st, and end December 31st.
ARTICLE VIII: FINANCES
Unless authorized by the Board, at least two signatory officers shall be required to sign any disbursement of funds over five hundred ($500.00) dollars.
When authorized by the Board, any member of the __________ may inspect the financial records, with the exception of the record of individual contributions.
All financial records and accounts shall be kept in conformance with Generally Accepted Accounting Practices.
Financial assets, excluding Real Property, shall be designated in one of the following categories. The Financial Oversight Committee shall determine which accounts, by bank name and current balance, fall into each category. Any actions shall be documented in the meeting minutes of the Financial Oversight Committee.
Annual Operating Budget
Annual operating budget requests may be submitted by committee chairs to the Treasurer for review and recommendations. The Treasurer, assisted by the Financial Oversight Committee, shall prepare a proposed annual budget so that it can be posted to the Board, and the congregation, at least fourteen (14) days prior to the ACBM. Once the budget is accepted, these funds may be disbursed by the Treasurer with timely reports to the Board.
General Fund (aka Operating Fund)
The general fund receives income from sources such as donations, building use fees, fund raisers, and other monies payable to the _________. This general fund is available to be used to fund the annual operating budget up to a maximum of 110% of the associated line item in the annual operating budget. Access to these funds for more than 110% requires approval from the Board.
Contingency Fund
Any funds allocated for specific purposes by the Board shall be ear-marked for such purposes, and kept in the Contingency Fund, until such time as they are scheduled for disbursement. Contingency funds are also available to pay for unforeseen events or circumstances. Requests for emergency disbursements require consent from the Board and the Financial Oversight Committee.
Requests for non-emergency items should be submitted in writing stating the reason the purchase is needed and identifying the desired objective. Requests will be submitted to the Board with at least two detailed cost proposals. The Financial Oversight Committee will review the impact of the expense to the Congregation’s finances and the Treasurer will present the findings to the Board. Requests for non-emergency disbursements require approval from the Board and the Financial Support Committee.
Any expense over $5,000 of a non-emergency nature may be funded from the Investment Fund.
Investment Fund
These are funds which have been set aside for long-term financial growth and may include mutual funds, certificates of deposit, and other long-term investments, as designated by the Financial Oversight Committee. Income generated from these funds may be reinvested or used to replenish other funds, as determined by the Financial Oversight Committee.
Requests for these funds must be submitted to both the Board and the Financial Oversight Committee. The Committee will review the impact of the expense on the Congregation’s finances. The Treasurer will present the Committee’s recommendation to the Board and, if approved, the President will present the request to the Congregation for approval. Access to these funds shall require three quarters (75%) approval of the entire congregation.
Requests for disbursements of Investment Funds must include a description of the expenditure, the intended purpose, how funds will be disbursed, and a time schedule detailing when the purchase will be made.
Cost overruns and work not completed within the original schedule may require a new request with revised costs and time schedule to be approved by the congregation.
ARTICLE IX: Amendment of these By-Laws
These By-Laws, so far as allowed by law, may be amended at any ACBM, or special called meeting of the congregation, by a two-thirds (2/3) vote of members present, or by absentee ballots as established in ARTICLE IV, provided that the subject of any proposed change is set forth in the notice of the meeting at least fourteen (14) days prior to that meeting.
ARTICLE X: Amendment of Articles of Incorporation
The Articles of Incorporation, so far as allowed by law, may be amended at any ACBM, or special called meeting of the congregation, by a two-thirds (2/3’s) vote of members present, or by absentee ballots as established in ARTICLE IV, provided that the subject of the proposed change is set forth in the notice of the meeting at least fourteen (14) days prior to that meeting.
The approved change(s) shall then be passed in the form of a Resolution by the Board; and that Resolution be given to an attorney to be filed with the appropriate Offices of the State of New Mexico.
ARTICLE XI: DISSOLUTION
In keeping with the first 60 years’ tradition of autonomous congregational polity, the ____________ shall reserve the right to determine how its remaining assets would be distributed. Should ___________ cease to function and the membership vote to disband, any remaining assets shall be disbursed as determined by a vote at that meeting; which action shall be considered as the last official action of the congregation. Such transfers shall be made in full compliance with any and all applicable laws and regulations, and recorded in detail for an attorney to execute.
________________________________________________________________________________________________________________________________________________________________________________________________________________
ARTICLES OF INCORPORATION
OF
________________________________________
The undersigned individuals, all over the age of twenty-one (21) years, for the purpose of changing the name of an existing corporation, pursuant to the provisions of Section 51-14-20 to 51-14-40, N.M.S.A., 1953, do hereby adopt the following revised Articles of Incorporation, for the entity previously identified as the Unitarian Universalist Fellowship of Otero County, Inc., from the date of January 11, 1965 until the effective date of the filing of this instrument.
ARTICLE I – NAME
The name of the corporation shall become ___________________________.
ARTICLE II – PURPOSE
The purpose of this corporation shall be to continue and maintain the presence of a place of worship for any person who ascribes to the stimulation of freedom in religious thinking and who signs the membership book. Further, to continue to provide a place of worship in the city of Alamogordo, in the County of Otero. To continue, maintain, and conduct schools for the religious education of the youth, and to further other religious work; and to that end, to adopt and preserve by-laws, and to make rules and regulations deemed necessary and expedient for the management of its affairs in accordance with the law, and not inconsistent with these Articles of Incorporation. To check, manage, hold and dispose of property, real and personal, of said corporation; to build, buy, sell, hold, mortgage or otherwise hold and dispose of real and personal property necessary to properly establish, fit-up, and maintain a place of worship or appurtenances thereto.
ARTICLE III –
Section 1. No part of the income or assets of this corporation shall inure to the benefit of any private individual or member.
Section 2. This corporation shall have no capital stock, its object and purpose being solely of a benevolent character, and not for individual pecuniary gain or profit to its members.
ARTICLE IV
That the period of duration of the existence of the _________________, shall be perpetual.
ARTICLE V – OFFICERS
Section 1. The officers of the corporation shall be a president, vice-president, secretary, and treasurer, who shall be elected for staggered terms; with president and secretary elected in even numbered years, and the vice-president and treasurer elected in odd numbered years. All officers shall serve two years, or until their successors are elected.
Section 2. The Board of Directors shall have power at any time to fill vacancies among officers, and officers so elected shall serve until the end of that term of office or until their successors are elected.
ARTICLE VI – BOARD OF DIRECTORS
Section 1. The business, property, and affairs of the corporation shall be managed by a Board of Directors which shall have the power to initiate and approve plans and programs for the corporation; have custody and management of the land, buildings, equipment, securities, and all other properties of the corporation; create the annual budget of the corporation; borrow money, raise and disburse funds; invest and reinvest funds of the corporation; sell, buy and exchange properties and securities of the corporation; make contracts, appoint the director; and appoint or delegate the power to appoint, other employees of the corporation; fix the compensation of all employees of the corporation; and perform all other duties, and shall such powers as may be necessary to carry out the purpose of the corporation.
Section 2. The Board of Directors shall consist of seven (7) members, four (4) members of which shall be the titled officers listed above in ARTICLE V, Section 1. There shall be three (3) additional members-at-large, whose terms shall also be staggered; one (1) to be elected in even numbered years, and two (2) in odd numbered years. All Board members shall serve until the end of their term, or until their successors are elected. A majority of Board members shall constitute a quorum at any regular or duly called meeting of the Board. Any Board member or officer may be removed by a two-thirds (2/3) majority of the remaining Board members. No member of the Board shall serve more than two (2) consecutive terms in any specific titled office, but may serve in another capacity.
ARTICLE VII – AMENDMENTS
Any change in the Articles of Incorporation shall be approved by a two-thirds (2/3’s) vote of the members present at a special congregational meeting; providing that the subject matter of the change is set forth in the notice of the meeting, which notice shall be sent to the members not less than fourteen (14) days prior to the meeting.
ARTICLE VIII – DISPOSITION OF ASSETS UPON DISSOLUTION
In the event of the dissolution of this corporation, or in the event it shall cease to carry out the objects and purposes herein set forth, all the business, property, and assets of the corporation shall be distributed by the members of the corporation as the members see fit; but in no event shall any of the assets of the corporation or the proceeds of any such property or assets in the event of such dissolution go, or be distributed to members, either for the reimbursement of any sums subscribed, donated or contributed by such members, or any other such purposes; it being the intent that in the dissolution of the corporation, or upon its ceasing to carry out the objects and purposes herein set forth, that the property and assets then owned by the corporation shall be devoted to carrying on the functions and purposes as the members of the corporation shall see fit.
ARTICLE IX – EFFECTIVE DATE
The Articles of Incorporation shall become effective immediately upon adoption by a two-thirds (2/3) vote of the members of the corporation present and voting at a duly called meeting.
ARTICLE X
The registered office of the corporation shall be Alamogordo, New Mexico, 88310.
The undersigned officers of the corporation certify that they are authorized to sign the Articles of Incorporation by the members thereof:
President - Tom Mitchell __________________________________________
Vice-President - Estanislao Hernandez _______________________________
Secretary – Kathy Roler Durand _____________________________________
Treasurer – Shari J. Adkisson _______________________________________
Member-at-Large – Marguerite Hernandez _____________________________
Member-at-Large – John Davis ______________________________________
Member-at-Large – Natasha Wiedel ___________________________________
ENDORSEMENT BY NOTARY PUBLIC FOLLOWS
