Bylaws of Arthroscopy Association of North America

Section 1.01 Name. The name of this corporation is the “Arthroscopy Association of North America” hereinafter referred to as the “Association” or “AANA”.

Section 1.02 Objectives. AANA was created for the purpose of fostering and disseminating education and research in arthroscopy and related orthopaedic surgery for the benefit of its members, other medical practitioners, and the public.

The Association shall have and continuously maintain in the State of Illinois a registered office and a registered agent whose office is identical with such registered office and may have such other offices within or without the State or the United States as the Board of Directors of the Association may from time to time determine.

Section 3.01 Status. Membership in the association is dependent upon the candidate adequately demonstrating compliance with the requirements for membership and shall be contingent upon continued compliance with the Bylaws of the association and such rules and regulations as may be promulgated by the Board, and the payment of Association dues.

Section 3.02 Categories. Membership in the Association shall consist of ten categories: Active, Associate, Candidate, Affiliate Allied Health, Honorary, Senior, Emeritus, Resident, Fellow and International. Membership shall be available to individuals interested in the objectives of the association, upon application and election, as provided in these Bylaws, and in accordance with regulations and criteria as the Board of Directors may from time to time enact.

Section 3.03 Application And Election. Application for Active and Emeritus membership shall be made to the Membership Committee. The Board of Directors and/or Executive Committee will approve Active and Emeritus applicants at the regularly scheduled quarterly meetings. In the event of an adverse action by the Board of Directors as to an application for membership, the candidate will be promptly notified of the Board’s decision and may re-apply if and when eligible, as provided in these Bylaws.

No aspect of AANA Membership or privileges shall be denied on the basis of gender, race, sexual orientation, age, religion, color, ancestry, national origin, disability, marital status, physical or mental impairment that does not pose a threat to the quality of patient care.

Section 3.04 Change of Status. In any case where the status of a member changes during the year so that the individual becomes eligible for a different category

of membership than their current category the Secretary or Membership Committee, upon receipt of appropriate information, shall reclassify such member.

Section 3.05 Resignation. A member may at any time file in writing with the Secretary his or her resignation, which such resignation shall be effective on the date specified in the written resignation.

Section 3.06 Member Conduct. The Board of Directors may take disciplinary action with respect to any member in the event that the Board determines that such member has engaged, or is engaging in misrepresentation, fraudulent, unethical or unprofessional conduct, or in a course of conduct otherwise inimical to the objectives of the Association. Such disciplinary action may consist of censure, suspension or expulsion.

• Disciplinary Procedures. Whenever any member of this Association or any other person in interest shall submit a written complaint to the Association’s Chief Executive Officer that a member has engaged or is engaging in misconduct as described in Section 3.06(a), the complaint and matter of any possible discipline of the member shall be referred to the Executive Committee for investigation. If, after investigation, the Executive Committee determines that the facts stated in the complaint would, if proven, constitute misconduct as described in Section 3.06(a), and that disciplinary action against the member may be warranted, then the Committee shall schedule a meeting at which the member may present his or her defense.

If the Executive Committee ultimately determines, by a two-thirds (2/3) vote of its members entitled to vote, that there is probable evidence to sustain the complaint and that disciplinary action against a member is warranted, then the Committee shall submit to the Board of Directors a written report so stating and further recommending such disciplinary action. The Board shall schedule a meeting at which the member may present his or her defense.

Section 3.07 Specific Requirements For Membership Categories. The Board of Directors is authorized to adopt from time-to-time eligibility criteria for each category of membership. Failure to comply with such criteria, as adopted, shall result in denial or termination of membership.

• Active Members. Medical and osteopathic doctors certified by the American Board of Orthopaedic Surgery or the American Osteopathic Association. are eligible for membership. Active members shall pay dues to the association. Active Members shall have voting rights. Active members may serve on committees and may hold office.

• Associate Members. Medical and osteopathic doctors who have completed an orthopaedic surgery residency, certified by or eligible for certification by the American Board of Orthopaedic Surgery, the American Osteopathic Association, who practice or reside in the United States are eligible for membership.  Associate members shall pay dues to the association. Associate members do not have voting rights.  Associate members may serve on committees. Associate members may not hold office.

• Candidate Members. Medical and osteopathic doctors who are within two years post-orthopaedic surgery residency completion or are within two years post-fellowship, and practice or reside in the United States are eligible for Candidate membership. Candidate Members shall pay dues to the association. Candidate Members do not have voting rights. Candidate members may serve on committees. Candidate members may not hold office.

• Honorary Members. An individual who through a past demonstration of dedication and interest is, in the opinion of the Board of Directors, worthy of special recognition, shall be granted an honorary membership in the Association. Such membership shall be granted only by unanimous approval of the Board of Directors. Honorary members do not pay dues to the association. Honorary members do not have voting rights. Honorary members may serve on committees. Honorary members may not hold office. 

• Emeritus Members. Any member who is no longer evaluating and treating patients and has been a member for a minimum of 10 years shall be eligible to become an emeritus member. Emeritus members do not pay dues to the association.  Emeritus members do not have voting rights.  Emeritus members may serve on committees. Emeritus members may not hold office.

• Affiliate Allied Health Members. Non-orthopaedic surgeons who are ineligible for Active membership and demonstrate an advanced level of knowledge or contributions in the science of arthroscopy are eligible for Affiliate Allied Health membership. The category includes individuals with the following degrees: M.D., D.O., D.D.S., D.M.D., D.V.M., Ed.D., A.T.C., P.A., P.T., R.N. and non-orthopaedic related professionals, such as, researchers, research assistants, medical assistants, team and athletic trainers. Affiliate Allied Health members shall pay dues to the association. Affiliate Allied Health members do not have voting rights. Affiliate Allied Health members may serve on committees. Affiliate Allied Health members may not hold office.

• International Members. Medical and osteopathic doctors certified by the Orthopaedic Board or college in the country where they practice. Medical and osteopathic doctors in residency or fellowship outside of the United States are eligible for membership as International members. International members shall pay dues to the association. International members shall have voting rights. International members may serve on committees, and they may hold office.

• Resident Members. Medical or osteopathic physicians who are enrolled in a certified orthopaedic residency program within North America are eligible for membership as a Resident member. Resident members do not pay dues to the association. Resident members do not have voting rights. Resident members may serve on committees. Resident members may not hold office.

• Fellow Members. Medical or osteopathic physicians who are enrolled in a fellowship within within North America are eligible for membership as a Fellow member. Fellow Members shall pay dues to the association. Fellow members do not have voting rights. Fellow members may serve on committees. Fellow members may not hold office. Membership in this category will automatically convert to the Candidate membership with the completion of the Fellowship program.

• Senior Members. Any member who is 65 years of age or older who no longer performs surgery but may consult patients and has been a member for over five years shall be eligible to become a senior member. Senior members shall pay dues to the association. Senior Members shall have voting rights. Senior members may serve on committees, and they may hold office.

Section 3.08 Criteria for Continued Membership. The Board of Directors is

 authorized to adopt from time-to-time eligibility criteria for continued membership in the Association; such criteria may include, but need not be limited to, evidence of continued medical education. Failure to comply with such criteria, as adopted, shall result in termination of membership unless otherwise determined by the Board.

• Meetings. Members must attend an AANA Annual Meeting every three years. Failure to do so will be cause for termination of membership. Reinstatement in the Association will require formal reapplication, as with a new candidate. Honorary, Emeritus, Advanced Practitioner, and Resident, Fellow membership categories are exempt from this requirement.

• Excused Absence. The Board of Directors may, at its discretion and under unusual circumstances, excuse absence from meeting attendance. Requests must be submitted in writing to the Board of Directors specifying the specific circumstances and, when appropriate, accompanied by adequate documentation.

Section 4.01 Annual Dues. The Finance Committee shall establish the annual dues for each category of membership within the association. Such rates shall become effective at the beginning of the calendar year following adoption and shall remain in effect for each succeeding year unless and until changed by the Board.

Section 4.02 Date Payable. All dues, unless otherwise directed by the Board of Directors, shall be due and payable in advance on the first day of each calendar year or, for new members, on the date of admission. At the time an individual is elected to membership the member shall pay dues for the entire year in which he or she shall be elected, except that any individual who becomes a member after September first in any year shall pay dues only for the period commencing on the next succeeding January first.

Section 4.03 Default in Payment. If dues are not paid within six (6) months of the date on which they become due and payable, then all privileges of membership shall be terminated.

Section 5.01 Regular Meetings. There shall be an annual business meeting. At the regularly scheduled business meetings of the Association, eligible members will elect members to the Nominating Committee, ratify the slate of candidates and transact other business as deemed appropriated. Additional meetings can be convened as deemed appropriate by the Board of Directors. The time and place of such meetings shall be designated by the Board and announced no less than thirty (30) days before the date of the meeting.

Section 5.02 Special Meetings. Special meetings of the association may be called by the President; or in the President’s absence, by the first Vice President; upon resolution of the Board of Directors. It shall be the duty of the Secretary to determine the date, place, purpose and time of the meeting. The Secretary shall notify the membership electronically at least thirty (30) days prior to the date of the special meeting.

Section 5.03 Quorum. A quorum at any regular or special meeting of the association shall consist of twenty (20) Active members.

Section 5.04 Voting Rights And Privileges. Each Active, International and Senior member of the Association who is in good standing in the association shall be entitled to one vote at any regular or special meeting of the association. All votes shall be cast in person unless the Board determines in advance of the vote to use an electronic ballot. No proxy voting shall be allowed.

Section 5.05 Parliamentary Authority. The rules contained in “Robert’s Rules of Order Revised” shall govern the association in all cases to which they are applicable and are not inconsistent with these Bylaws.

Section 6.01 General Powers. The affairs of the association shall be governed by the Board of Directors. The Board of Directors shall have full power and authority to conduct, manage, and direct the business and affairs of the association, and all powers of the association, except those specifically reserved or granted to the members by the Articles, these Bylaws or as may otherwise be granted by law, are hereby granted to and vested in the Board of Directors.

Section 6.02 Number, Tenure And Qualification. The Board of Directors shall consist of the officers of association (President, First Vice President, Second Vice President, Secretary, Treasurer), seven (7) elected directors, one being an individual 45 years of age or younger (at the time of election), and the Immediate Past President and the Penultimate President of the association. The under 45 Board of Directors position is a two-year term. Each elected director shall hold office for three (3) years or until a successor shall be elected and qualified, or until death, resignation or removal necessitates earlier election of a replacement. The initial terms of the directors shall be established such that staggered terms are created, with two (2) directors being elected each year. Each director must be an Active member of the association. Elected directors may succeed themselves in office for one (1) additional term, but no elected director may serve for more than two (2) successive terms of office.

Section 6.03 Nominations. Nominations for the Nominating Committee may be made by any duly qualified voting member of the Association via electronic submission. Nominations will be called for beginning at the time of the announcement of the annual business meeting. Additional nominations will be accepted up until the time that the vote is called during the business meeting.

Section 6.05 Meetings.

• Regular Meetings. Regular meetings of the Board of Directors shall be held at such date(s), time(s) and place(s) as shall be designated by the President. At such meetings, the Board of Directors shall transact such business as may be properly brought before the meeting.

• Special Meetings. Special meeting of the Board of Directors may be called by or at the request of the President of the association; or in the absence of the President, by the First Vice President or by the petition of not fewer than two (2) of the directors. Notice of each such special meeting shall be given to each director electronically at least one (1) day before the meeting.

Section 6.07 Quorum, Manner of Acting, and Adjournment. A majority of the voting directors must be present in order to constitute a quorum for the transaction of business. Every director shall be entitled to one vote unless otherwise specified in these Bylaws. Except as otherwise specified in the Articles or these Bylaws or provided by statute, the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors.

Section 6.08 Compensation. Directors shall not be paid compensation for their services as directors. Each member of the Board of Directors shall be reimbursed for such reasonable costs as shall be approved by the Finance Committee for each meeting of the Board of Directors.

Section 6.10 Vacancies. The Board of Directors may declare vacant the office of a director if that director is declared of unsound mind by an order of a court, or convicted of a felony, or for any other proper cause. Any vacancy or vacancies arising as to elected directors on the Board of Directors because of death, resignation, removal in any manner other than under the provisions of Section 7.11 of this Article, disqualification, an increase in the number of directors, or any other cause, may be filled by a majority vote of the remaining members of the Board of Directors, though less than a quorum, at any regular or special meeting. Each person so elected shall be a director and shall serve for the balance of the unexpired term.

Section 6.11 Removal. The Board of Directors or any individual director may be removed from office for cause by the vote of a super majority (more than ¾ of the voting members present). However, no director shall be removed unless electronic notice of such meeting is delivered to all voting members. Only the named director or directors may be removed at such meeting. No vote to remove any director shall be taken until each director proposed for removal shall have been given an opportunity to be heard by the members. In case the Board or any one or more directors are so removed, new directors may be elected at the same meeting.

Section 6.12 Resignations. Any director of the Association may resign at any time by giving written notice to the President or the Secretary of the association. Such resignation shall take effect at the date of the 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.

Section 6.13 Executive Committee. There shall be an Executive Committee of the Board of Directors which shall be made up of the officers (President, First Vice President, Second Vice President, Secretary, Treasurer) of the association and the two (2) previous Past Presidents. The President will serve as Chair of the Executive Committee. The Executive Committee shall have and exercise the full authority of the Board of Directors in the management of the association when the Board of Directors is not in session. 

A minimum of four (4) voting members of the Executive Committee shall constitute a quorum; the acts of a majority of those members present at a meeting at which a quorum is present shall constitute the acts of the Executive Committee. When the Treasurer-elect office is filled, the Treasurer-Elect shall serve on the Executive Committee without the right to vote. All actions taken by the Executive Committee must be reviewed and approved by the Board at the next meeting of the Board.

The Executive Committee shall have and exercise all of the powers and the authority of the Board of Directors in the management of the business and the affairs of the association except as prohibited by law.

Section 7.01 Number, Qualifications, and Designations. The officers of the association shall consist of the following: President, First Vice-President, Second Vice-President, Secretary, Treasurer, and in those years in which the following office is filled, a Treasurer-Elect, and such other officers as may be elected in accordance with the provisions of Section 8.03 of this Article. The Treasurer-Elect, when this office is filled, serves without the right to vote.

Section 7.02 Election and Term of Office. The elected officers of the association shall be elected from among the Active members by the membership at the Annual Meeting for a term of one (1) year. No officers shall be eligible to succeed themselves through re-election to the same office except the Treasurer and the Secretary who are eligible to succeed themselves through re-election for two (2) additional successive terms, for a maximum of three successive terms in office. Each officer shall hold office until a successor shall have been elected and qualified, or the officer has been automatically advanced to the next higher office as hereinafter provided, or until earlier death, resignation, or removal. Upon completion of one term of office, the President becomes the Immediate Past President of the Association and shall serve as an ex-officio member of the Board of Directors and the Executive Committee for two (2) years with the right to vote. Upon completion of one term of office as First Vice President, the First Vice President shall succeed to the office of President. Upon completion of one term of office as Second Vice President, the Second Vice President shall succeed to the office of First Vice President. Upon completion of one term of office as Treasurer-Elect, the Treasurer-Elect shall succeed to the office of Treasurer.

Section 7.03 Subordinate Committees. The Board of Directors may from time to time appoint committees, as the business of the association may require.

Section 7.04 Chief Executive Officer. The Board of Directors shall be authorized to employ an administrative agent of the Association who shall be designated Chief Executive Officer. The Chief Executive Officer shall possess such authority and be subject to such limitations as from time to time shall be imposed upon him or her by the Board of Directors. The Chief Executive Officer shall act as an advisor to the Board of Directors and shall report to the Board through the President. The Chief Executive Officer has sole responsibility for the oversight and management of the association’s office and staff.

Section 7.05The President. The President shall preside at all meetings of the membership and all meetings of the Board of Directors and the Executive Committee. The President shall be the chief elected officer of the association and shall have general supervision over the activities and operations of the association, subject, however, to the control of the Board of Directors. The President shall sign, execute, and acknowledge, in the name of the Association, deeds, mortgages, bonds, and other instruments, authorized by the Board of Directors, shall be an ex-officio member of each committee of the association other than the Nominating Committee; and, in general, shall perform all duties incident to the office of President, and such other duties as from time to time may be assigned by the Board of Directors. Upon completion of one term of office, the President becomes the Immediate Past President and shall serve as an ex-officio member of the Board of Directors and the Executive Committee for two (2) years with the right to vote.

Section 7.06 First Vice President. The First Vice President of the association shall perform the duties of the President in the absence or incapacity of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The First Vice President also shall perform such other duties as may from time to time be assigned by the Board of Directors or by the President. Upon completion of one term of office as First Vice President, the First Vice President shall succeed to the office of President.

Section 7.07 Second Vice President. The Second Vice President shall perform the duties of the First Vice President in the absence or incapacity of the First Vice President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the First Vice President. The Second Vice President also shall perform such other duties as may from time to time be assigned by the Board of Directors or by the President. Upon completion of one term of office as Second Vice President, the Second Vice President shall succeed to the office of First Vice President.

Section 7.08 Secretary. The Secretary shall attend all meetings of the membership, Board of Directors and the Executive Committee. The Secretary shall perform all duties incident to the office, and such other duties as may from time to time be assigned by the Board of Directors or the President. The Secretary shall serve for a one (1) year term of office and shall be eligible for two (2) additional successive terms of office upon re-election to the office at successive annual meetings.

Section 7.9 Treasurer. The Treasurer shall have charge of or provide for the custody of the funds or other property of the Association. The Treasurer will periodically report the financial condition of the Association to the Board of Directors and members. The Treasurer will also perform other duties as assigned by the Board of Directors or by the President. The Treasurer shall serve for a one (1) year term of office and shall be eligible for two (2) additional successive terms of office upon re-election to the office at successive Annual Meetings. The Treasurer may delegate obligations of this office as appropriate to the association’s Chief Executive Officer and \or Vice President of Finance, in accordance with the policies of the Board of Directors.

Section 7.10 Treasurer-Elect. At the annual meeting preceding the mandatory retirement of the current Treasurer, a Treasurer-Elect shall be elected to serve for a one

• year term of office. The Treasurer-Elect shall succeed to the office of Treasurer upon the expiration of the incumbent Treasurer’s term of office, or upon the Treasurer’s earlier death, resignation or removal. The Treasurer-Elect, in the absence of the Treasurer or in the event of the Treasurer’s inability or refusal to act, shall perform the duties of, and be subject to all restrictions upon, the Treasurer. The Treasurer-Elect shall serve as an ex-officio member of the Board of Directors and the Executive Committee without the right to vote. The Treasurer-Elect shall perform such other duties as may from time to time be assigned by the President or the Board.

Section 7.11 Resignations. Any officer may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the association. Any such resignation shall take effect on the date of the receipt of such notice or at any time later specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 7.12 Removal. Any officer or committee member, of the association may be removed, either for or without cause, by the Board of Directors.

Section 7.13 Vacancies. A vacancy in any office, which vacancy is not filled through automatic succession, because of death, resignation, removal, disqualification, or any other cause, shall be filled by the Board of Directors. If the office is one for which these Bylaws prescribe a term, then the position shall be filled for the unexpired portion of the term. However, a vacancy in the office of Second Vice President or Treasurer shall not be filled by the Board, but rather, shall be filled through election at the next annual or special meeting of the Membership.

The association shall provide for the indemnification of the officers, directors, employees and agents of the association to the full extent permitted by the General Not-For-Profit Corporation Act of the State of Illinois and shall be entitled to purchase insurance for such indemnification to the full extent as determined from time to time by the Board of Directors.

Section 9.01 Standing Committees. There shall be the following standing committees, in addition to any other committees which may be established from time to time to accomplish the work of the Association:

• Executive Committee. There shall be an Executive Committee of the Board of Directors as provided in Article VII, Section 6.13 of these Bylaws.

• Nominating Committee. There shall be a Nominating Committee which shall be composed of the Immediate Past President who shall serve as Chair of the Committee, two (2) members appointed by the President and approved by the Board of Directors, and four (4) additional members to be elected by the membership. Members may be elected from the floor a maximum of three times. The previous Chairperson of the Nominating Committee shall be a non-voting member of the next Committee. The Nominating Committee shall present its nominations for the directors and officers of the Association. Upon presentation of their recommendations to the and membership, the term of each member of the Nominating Committee shall expire. With the exception of the Past President, no person shall be eligible to serve on the Nominating Committee for two (2) years in succession. Only Active members are eligible to serve on the Nominating Committee. Members serving on the Nominating are ineligible to serve on the Board of Directors during the time they serve on the Nominating Committee. Members that are nominated to the Nominating Committee but are not elected are still eligible to serve on the Board of Directors.

• Finance Committee. There shall be a Finance Committee which will be composed of the President, Vice President, and Second Vice President, Treasurer, two (2) members of the Board of Directors who shall be appointed by the President, the Development Committee Chair and the Immediate Past President. The Immediate Past President will serve as an ex-officio member of the committee. The Treasurer shall serve as the Chairperson of the committee. The Finance Committee shall present an annual budget for the association to the Board of Directors for approval. The Finance Committee shall have responsibility for the oversight of the AANA and AANA Education Foundation’s investment strategy and policies. This will include but not be limited to management and oversight of the investment manager and the investments of AANA and the AANA Education Foundation.

• Bylaws Committee. There shall be a Bylaws Committee which shall be composed of a minimum of 3 members, appointed by the Committee on Committees. This Committee considers bylaw amendments and presents to the Board of Directors for approval.

• Journal Board of Trustees. The Journal Board of Trustees shall be comprised of seven (7) voting members. These members will be the four (4) immediate Past-Presidents of AANA, two 2) members-at-large, and a Chairperson. The Editor- in-chief and the AANA Treasurer shall be considered non-voting ex-officio members. In the event that one of the four past president positions is vacated for any reason, that position shall be filled by another past president of AANA.

Terms of Office will commence and expire with the AANA Annual Meeting. The Chairperson’s term shall be two (2) years with the opportunity to be reappointed for one (1) additional term of two years. Each of the Past-Presidents may serve for the four (4) years immediately following the end of their Presidency. At-Large- Members’ terms shall be four (4) years with no opportunity to renew. Those members appointed to fill vacancies shall assume the balance of the term of the vacated position.

The appointment of the Chairperson and the at-large members will be made by the Committee on Committees with the approval of the AANA Board of Directors, as will any appointments made to fill vacancies.

• Committee on Committees. The Committee on Committees is a standing committee, comprised of the Presidential Line, which includes the First Vice President who will serve as Chair the President, Second Vice President, the two immediate Past Presidents, and two At-Large Members to be selected by the First Vice President. The Committee has the responsibility for selecting all committee chairs and their members with the exception of those for the Executive, Finance, Nominating Committees.

Section 9.02 Task Forces. The President of the association with the approval of the Board, may appoint such other task forces, as he/she from time to time shall deem desirable.

Section 9.03 Term of Office. Except as otherwise provided by these Bylaws, each member of a committee shall serve a two (2) year term ending at the annual meeting. Committee Members and Chairs may be reappointed for 2-year terms at the discretion of Committee on Committees and/or the President.

Section 9.04 Chairperson. One member of each committee shall be appointed Chairperson by the person or persons authorized to appoint the members thereof. Committee Chairpersons are eligible to be reappointed to serve an additional two (2) year terms.

Section 9.05 Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 9.06 Quorum. A majority of the committee members present at a meeting or conference call shall constitute a quorum.

Section 10.01 Contracts. The Board may authorize any officer or officers, agent or agents of the association, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the association and such authority may be general or confined to specific instances.

Section 10.02 Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the association, shall be signed by agent or agents of the association in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 10.03 Deposits. All funds of the association shall be deposited from time to time to the credit of the association in such banks, trust companies or other depositories as the Board may select.

The association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors. In addition, the association will conduct a certified audit of its accounts annually and will file the necessary reports, tax returns or other documents as may be required by law or on its own behalf.