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The head office of the
Corporation shall be in the Township of Huron, in the Province of
Ontario, provided that the corporation shall not maintain a clubhouse
or similar premises other than at Lurgan Beach, in the Township of
Huron, in the County of Bruce, of the Province of Ontario.
The affairs of the
Corporation shall be managed by a board of ten (10) directors, each of
whom at the time of his election or within 10 days thereafter and
throughout his term of office shall be a member of the Corporation.
Each director shall be elected to hold office until the first annual
meeting after he shall have been elected or until his successor shall
have been duly elected and qualified.
The whole board shall be
retired at each annual meeting, but shall be eligible for re-election
if otherwise qualified. The election may be by show of hands unless a
ballot be demanded by any member. The members of the Corporation may,
by resolution passed by a least two-thirds of the votes cast at a
general meeting of which notice specifying the intention to pass such
resolution has been given, remove any director before the expiration
of his term of office, and may, by a majority of the votes cast at
that meeting, elect any person in his stead for the remainder of his
- Board of Directors
Vacancies on the board of
directors, however caused, may so long as a quorum of directors remain
in office, be filled by the directors from among the qualified members
of the Corporation, if they shall see fit to do so, otherwise such
vacancy shall be filled at the next annual meeting of the members at
which the directors for ensuing year are elected, but if there is not
a quorum of directors, the remaining directors shall forthwith call a
meeting of the members to fill the vacancy.
If the number of directors
is increased between the terms, a vacancy or vacancies, to the number
authorized increase, shall thereby be deemed to have occurred. Which
may be filled in the manner provided.
Meetings - Board of Directors
A majority of the directors
shall form a quorum for the transaction of business. Except as
otherwise required by law, the board of directors may hold its
meetings at such place or places as it may from time to time
determine. No formal notice of any such meeting shall be necessary if
all the directors are present, or if those absent have signified their
consent to the meeting being held in their absence.
Directors’ meetings may be
formally called by the President or Vice-President or by the Secretary
on direction of the President or Vice-President, or by the Secretary
on direction in writing of two directors. Notice of such meetings
shall be delivered, telephoned or telegraphed to each director not
less than one day before the meeting is to take place or shall be
mailed to each director not less that two days before the meeting is
to take place. The statutory declaration of the Secretary or President
that notice has been given pursuant to this by-law shall be sufficient
and conclusive evidence of the giving of such notices.
The board may appoint a day
or days in any month or months for regular meetings at an hour to be
named and of such regular meeting no notice need be sent. A Directors’
meeting may also be held, without notice, immediately following the
annual meeting of the Corporation. The directors may consider or
transact any business either special or general at any meeting of the
Notice - Board of Directors
No error or omission in
giving such notice for a meeting of directors shall invalidate such
meeting or invalidate or make void any proceedings taken or had at
such meeting and any director may at any time waive notice of any such
meeting and may ratify and approve of any or all proceedings taken or
Board of Directors
Questions arising at any
meeting of directors shall be decided by a majority of votes. In case
of any equality of votes, the Chairman, in addition to his original
vote, shall have a second vote or casting vote. All votes at any such
meeting shall be taken by ballot is so demanded by any director
present, but if no demand be made, the vote shall be taken in the
usual way by assent or dissent.
A declaration by the
chairman that a resolution has been carried and an entry to that
effect in the minutes shall be admissible in evidence as prima facie
proof of the fact without proof of the number or proportion of the
votes recorded in favor of or against such resolution. In the absence
of the President his duties may be performed by the Vice-President or
such other director as the board may from time to time appoint for the
The directors of the
Corporation may administer the affairs of the Corporation in all
things or cause to be made for the Corporation, in its name, any kind
of contract which the Corporation may lawfully enter into and, save as
hereinafter provided, generally, may exercise all such other powers
and do all such other acts and things as the Corporation is by its
charter or otherwise authorized to exercise and do.
Without in any way
derogating from the foregoing, the directors are expressly empowered,
from time to time, to purchase, lease or otherwise acquire, alienate,
sell, exchange or otherwise dispose of shares, stocks, rights,
warrants, options and other securities, lands, buildings and other
property, movable or immovable, real or personal, or any right or
interest therein owned by the Corporation, for such consideration and
upon such terms and conditions as they may deem advisable.
Remuneration of Directors
The directors shall receive
no remuneration for action as such.
of the Corporation
There shall be a Commodore,
a Vice-Commodore, a Rear-Commodore, a Fleet Captain, and immediate
Past Commodore, a Treasurer, a Secretary, and such other officers that
the Board of Directors may determine by by-law from time to time. One
person may not hold more than one office. The Commodore, the
Vice-Commodore, Secretary and Treasurer shall be elected by the Board
of Directors from among their number at the first meeting of the board
after the annual election of such board of directors, provided that in
default of such election the then incumbents, being members of the
board, shall hold office until their successors are elected.
Commodore & Vice Commodore
The Commodore shall, when
present, preside at all meetings of the members of the Corporation and
of the board of directors. The Commodore shall also be charged with
the general management and supervision of the affairs and operations
of the Corporation. The Commodore with the Secretary or any other
officer appointed by the board for the purpose shall sign all by-laws
and membership certificates.
During the absence or
inability of the Commodore, his duties and powers may be exercised by
the Vice-Commodore, and if the Vice-Commodore, or such other director
as the board may from time to time appoint for the purpose, exercises
any such duty or power, the absence or inability of the Commodore
shall be presumed with reference thereto.
The Secretary shall be ex
officio clerk of the board of directors. He or she shall attend all
meetings of the board of directors and record all facts and minutes of
all proceedings in the books kept for that purpose. He or she shall
give all notices required to be given to members and to directors.
He or she shall be the
custodian of the seal of the Corporation and of all books, papers,
records, correspondence, contracts and other documents belonging to
the Corporation which he shall deliver up only when authorized by a
resolution of the board of directors to do so and to such person or
persons as may be named in the resolution, and he or she shall perform
such other duties as may time to time be determined by the board of
The Treasurer, or person
performing the usual duties of a Treasurer, shall keep full and
accurate accounts of all receipts and disbursements of the Corporation
in proper books of account and shall deposit all moneys or other
valuable effects in the name and to the credit of the Corporation in
such bank or banks as may from time to time be designated by the board
He or she shall disburse
the funds of the Corporation under the direction of the board of
directors, taking proper vouchers thereof and shall render to the
board of directors at the regular meeting thereof or whenever required
of him, an account of all his transactions as Treasurer, and of the
financial position of the Corporation. He or she shall also perform
such other duties as may from time to time be determined by the board
The duties of all other
officers of the Corporation shall be such as the terms of their
engagement call for or the board of directors requires of them.
Deeds, transfers, licenses,
contracts and engagements on behalf of the Corporation shall be signed
by either the Commodore or Vice-Commodore and by the Secretary, and
the Secretary shall affix the seal of the Corporation to such
instruments as require the same.
Contracts in the ordinary
course of the Corporation’s operations may be entered into on behalf
of the Corporation by the Commodore, Vice-Commodore, Treasurer,
Secretary or by any other person authorized by the board.
Vice-Commodore, the directors, Secretary or the Treasurer, or any one
of them, or any person or persons from time to time designated by the
board of directors may transfer any and all shares, bonds or other
securities from time to time standing in the name of the Corporation
in its individual or any other capacity or as trustee or otherwise and
may accept in the name and on behalf of the Corporation transfers of
shares, bonds or other securities from time to time transferred to the
Corporation, and may affix the corporate seal to any such transfers or
acceptances of transfers, and may make, execute and deliver under the
corporate seal any and all instruments in writing necessary or proper
for such purposes, including the appointment of an attorney or
attorneys to make or accept transfers of shares, bonds or other
securities on the books of any company or corporation.
provisions to the contrary contained in the by-laws of the
Corporation, the board of directors may at any time by resolution
direct the manner in which, and the person or persons by whom, any
particular instrument, contract or obligations of the Corporation may
or shall be executed.
The directors shall see
that all necessary books and records of the Corporation required by
the by-laws of the Corporation or by any applicable statute or law are
regularly and properly kept.
Any candidate for
membership shall be proposed by two members of the Corporation who
shall indicate their sponsorship by their signatures on any
application form adopted by the board of directors and such
application shall be submitted in writing to the Secretary.
Notice of the application
of each candidate for membership shall be posted on a bulletin board
at the club for a period of thirty days, after which time the board of
directors may consider application.
Prior to the consideration
of any application by the board of directors, one or more of the
members proposing a candidate shall arrange to introduce such
candidate to at lease a majority of the members of the board of
directors of the corporation and to facilitate such introduction the
candidate shall have full access to the clubhouse and its facilities
when accompanied by a sponsoring member.
No application for
membership shall be dealt with by the board of directors unless and
until all provisions of this article have been complied with.
The Corporation shall be
composed of the following classes of members. Both Class A and B
members shall have voting rights. Any Class “A” member may for any
one-year convert to a Class “B” or a Class “C” membership if he or
she is unable to participate in active boating or snowmobiling for
that year. No membership shall be transferable.
Member (active boating
or snowmobile member)
Member (associate or
social member holding a non-interest bearing loan to the club)
Associate or social
member (no voting rights)
This category shall
include members who have reached 65 years of age and have been
members in good standing of the Corporation or its predecessor
club for 15 continuous year and who, in the judgment of the board
of directors are retired from business. Such honorary members of
the Corporation will have the right to attend all member meetings
and voice their opinion but do not have the right to vote.
D (Junior Members)
Shall be under 18 years
of age and shall have such privileges in the club and the board of
directors may from time to time determine by resolution.
Members between the
ages of 19 and 25 years of age. They may have all privileges of
the Corporation but are not entitled to hold any flag office.
F (complimentary member)
Members by compliment
who enjoy such social privileges as the board of directors may
from time to time determine. This complimentary membership shall
terminate on the 31st day of December next following the date on
which such complimentary membership was bestowed.
G (Widows of previous members)
Widows of previous
members may be invited to membership by paying 50% of the current
dues and assessments. Such member shall not be eligible for
elective office or have any voting privileges.
Class “A” members shall
include a gentleman member and his wife, each of whom shall be
entitled to the entire privileges of the Corporation. The gentleman,
or his wife, but not both, shall have the right to vote at all
A Class “B” member shall
include a gentleman member and his wife, each of whom shall be
entitled to the social privileges of the Corporation. The gentleman
associate or social member or his wife, but not both, shall have the
right to vote at al meetings.
Any Class “C” or other
members who have been accepted by the Board of Directors and have paid
their prescribed fees may enter his of her boat and take part in club
races or water activities but he or she may not vote or use the
clubhouse and other property of the Corporation and will have no
statute with regard to docking, storage, haulage in or out of water
for their boat as enjoyed by Class “A” members.
The only persons entitled
to attend any meeting of the Corporation shall be Class “A” members,
the auditor of the Corporation, and others entitled to be present
under the provisions of The Corporation Act together with any persons
admitted on the invitation of the Commodore or the chairman of the
meeting or with the consent of the meeting.
A quorum will constitute
2/3 of the Class “A” members of the Corporation present at a meeting.
The Commodore, or in his absence, the Vice-Commodore, or in his
absence, the Rear Commodore shall take the chair and shall preside at
all meetings of the Club.
The Board of Directors
shall have the power at any time to call a special meeting of the
members of the Club or of the Board of Directors at such time and on
such day as may be determined by the Board.
The Board of Directors
shall upon receipt of a written request signed by not less than 15
Class “A” members, within 30 days of the date of the receipt of such
request in writing, call a special meeting of the members for any
legitimate purpose set out in the said written request.
At each meeting of the
members, one or more scrutineers may be appointed by a resolution of
the meeting or by the chairman with the consent of the meeting to
serve at that meeting.
Eligibility for Directors & Officers
Only Class “A” members of
at least one-year’s standing are eligible to be elected as an officer
or a director. Any flag officers to be elected must be the owner of a
yacht, boat or vessel.
Vacancies in the Board may
only be filled for the remainder of the term among Class “A” members
of the Corporation.
The majority of the
Directors shall at all times be bona fide Canadian residents and
Duties of Directors
In addition to the duties
and powers conferred on directors pursuant to the provisions of The
Corporations Act, the affairs of the Corporation shall be managed by
the Board of Directors which shall have complete authority, and the
Board of Directors may make such rules and regulations as they may
consider advisable and necessary concerning the use of the corporation
premises and grounds. The directors may prescribe the conditions upon
which quests may be entertained and may prescribe penalties for a
violation of the rules and regulations of the Corporation. The Board
of Directors shall approve all expenditures of and by the Corporation.
The Board of Directors of
the Corporation shall have the power to expel or suspend any member of
the Corporation for violation of the By-laws or rules of the
Corporation, or his or her failure to pay dues or for his or her
conduct deemed to be improper or prejudicial to the best interests of
the Corporation, provided that no such member shall be suspended for a
longer period than 30 days without such member given the opportunity
of appearing before the board on his or her own behalf.
The Board of Directors
shall have the power to appoint standing committees and members of
standing committees and shall have the power to name the chairman of
all such committees and shall further exercise supervisory authority
over such committees.
Indemnification of Directors
Every officer and director
of the Corporation, his or her heirs, executors and administrators,
successors and assigns shall from time to time and at all times be
indemnified and saved harmless by the Corporation and out of the funds
of the Corporation from and against all costs, charges and expenses
whatsoever which such director or officer sustains or incurs in or
about any action, suit or proceedings which may be brought, commenced
or prosecuted against him or her, for or in respect of any act, deed,
matter or thing whatsoever, made, done or permitted by him in or about
the execution of the duties of this office.
The standing committees of
the Club shall consist of the following:
A Membership Committee
And Docks Committee
The house and dock
committee shall consist of five or more members as the board may
determine from time to time and this committee shall have the
responsibility for the general housekeeping and control of the
clubhouse and grounds of the Corporation. It will also be
responsible for the liaison between the officers of any marinas or
docks and the club members.
The race committee shall
consist of five or more members as the Board may determine. It shall
be responsible for the administrative conduct of all races, parades,
etc. including the appointment of judgment and/or substitutes. It
shall have the general direction and control of all races and
committee shall consist of at least five members and it shall be
responsible for the provision and direction of any organized
entertainment undertaken in behalf of the members and guests of the
The finance committee of
the Corporation shall consist, in addition to the chairman of the
house and docks committee, the secretary and the treasurer, of two
other officers or directors. The duties of the finance committee
shall be to prepare estimates of revenue and expenditures from year
to year and to prepare a complete statement of the Club’s finances
and to submit the same to the Board of Directors prior to the annual
meeting each year.
The nominating committee
shall consist of at least five members of the Board of Directors.
The directors may determine
who may be in arrears of dues or who may be indebted to the
Corporation for any reason and any member in default of payment for a
period of one month shall be notified by prepaid post, or at the
election of the secretary of the Corporation, by the posting of a
notice on the bulletin board of the Corporation, If a period of 30
days shall have elapsed from the date on which the secretary shall
have mailed the notice of default or have posted the notice of default
and such default shall not have been rectified, the directors may:
Expel any member whose
indebtedness to the Corporation remains unpaid for a period of 30
Deny any such member access to the Corporation’s property and its
facilities until any indebtedness has been discharged.
Prohibit any member from
being eligible for nomination to or from holding any office, or from
voting at any meeting of the Corporation.
Any member or members
having a complaint against any other member or members for any
infraction of any law or rule, other than sailing rules, or for
conduct injurious or potentially injurious to the welfare and
reputation of the Corporation, may report the same in writing to the
Board of Directors of the Corporation. Such complaint shall set forth
the facts of the case, together with the names of witnesses, if any.
After receiving any such
complaint, a meeting of the Board of Directors shall be held as soon
as practical to investigate the same. At such meeting the complainant
or complainants and the member complained of shall appear, having
received at least five days prior notice in writing. The complainant
or complainants, and the member complained of may be heard with their
witnesses. The statements and evidence, if necessary, may be reduced
to writing and filed with the secretary.
The directors shall have
the power to suspend or expel any member thus complained of or impose
such other penalty as they may deem just, if they are satisfied on the
evidence as presented that the complaint is in fact proper. The
decision of the directors shall be filed with the secretary and he or
she shall mail copies thereof to the complainant or complainants, and
the member complained of.
An appeal from the decision
of the directors may be taken to the Club within five days thereafter,
by serving upon the secretary a written notice of such appeal. The
directors will then call a special meeting of the membership of the
Corporation for the consideration of the case at which time the
decision of the Board of Directors can only be reversed by a majority
vote in excess of two-thirds of the membership of the Corporation.
There shall be not dues or
fees payable by the members except such, if any, as shall from time to
time be fixed by
unanimous majority vote of
the Board of Directors, which vote shall be effective only when
confirmed by a vote of the members at an annual or other general
The secretary shall notify
the members of the dues and fees at any time payable by them.
Other Meeting of the Members
The annual or any other
general meeting of the members shall be held at the head office of the
Corporation or elsewhere in the Township of Huron, in the County of
Bruce and in the Province of Ontario as the directors shall appoint.
At every annual meeting, in
addition to any other business that may be transacted, the report of
the directors, the financial statement and the report of the auditors
shall be presented and a Board of Directors elected and auditors
appointed for the ensuing year and the remuneration of the auditors
shall be fixed. The members may consider and transact any business
either special or general without any notice thereof at any meeting of
The board of directors or
the Commodore or the Vice-Commodore shall have power to call at any
time a general meeting of the members of the Corporation.
No public notice or
advertisement of members meetings, annual, general or special shall be
required, but notice of the time and place of every such meeting shall
be given to each member by sending the notice by prepaid mail or
telegraph, 10 days before the time fixed for the holding of such
meeting; provided that any meeting of members may be held at any time
and place without such notice if all members of the Corporation are
present thereat or represented by proxy duly appointed, and at such
meeting any business may be transacted which the corporation at annual
or general meetings may transact.
Emission in Notice
No error or omission in
giving notice of any annual or general meeting or any adjourned
meeting, whether annual or general, of the members of the Corporation
shall invalidate such meeting or make void any proceedings taken
thereat and any member may at any time waive notice of any such
meeting and may ratify, approve and confirm any or all proceedings
taken or had thereat.
For the purpose of sending
notice to any member, director or officer for any meeting or
otherwise, the address of any member, director or officer shall be his
last address recorded on the books of the Corporation.
Any meeting of the
Corporation or of the Directors may be adjourned any time and from
time to time such business may be transacted at such adjournment
meeting as might have been transacted at the original meeting from
which such adjournment took place.
No notice shall be required
of any such adjournment. Such adjournment may be made notwithstanding
that no quorum is present.
Unless otherwise ordered by
the Board of Directors, the financial of fiscal year of the
Corporation shall terminate on the 31st day of December in each year.
All cheques, bills of
exchange or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the Corporation, shall
be signed by the Commodore together with the Secretary of the
Corporation or in such other manner as shall from time to time be
determined by resolution of the Board of Directors.
Either the Commodore or the
Secretary may endorse notes and drafts for collection on account of
the Corporation through its bankers, and endorse notes and cheques for
deposit with the Corporation’s bankers for the credit of the
Corporation, or the same may be endorsed “for collection” or “for
deposit” with the Bankers of the Corporation by using the
Corporation’s rubber stamp for the purpose.
Any one of such officers or
agents so appointed may arranger, settle, balance and certify all
books and accounts between the Corporation and the Corporation’s
bankers and may receive all paid cheques and vouchers and sign all the
bank’s forms or settlement of balances and release or verification
Securities for Safe Keeping
The securities of the
Corporation shall be deposited for safekeeping with one or more
bankers, trust companies or other financial institutions to be
selected by the board of directors.
Any and all securities so
deposited may be withdrawn, from time to time, only upon written order
of the Corporation signed by the Commodore and the Secretary of the
Corporation, or in such other manner, as shall from time to time be
determined by a resolution of the Board of Directors of the
Corporation, which such authority may be general or confined to
The institutions which may
be so selected as custodians of the Board of Directors shall be fully
protected in acting in accordance with the directions of the Board of
Directors and shall in no event be liable for the due application of
the securities so withdrawn from deposit or the proceeds thereof.
Whenever under the
provisions of the by-laws of the Corporation, notice is required to be
given, such notice may be given either personally or telegraphed or by
depositing same in a post office or a public letter-box, in a
pre-paid, sealed wrapper addressed to the director, officer or member
at his or their address as the same appears on the books of the
A notice or other document
so sent by post shall be held to be sent at the time when the same was
deposited in a post office or public letter-box as aforesaid, or if
telegraphed shall be held to be sent when the same was handed to the
telegraph company or its messenger.
For the purpose of sending
any notice the address of any member, director or officer shall be his
last address as recorded on the books of the Corporation.
directors may from time to time:
Borrow money on the
credit of the Corporation
Issue, sell or pledge
securities of the Corporation
hypothecate or pledge all or any of the real or personal property of
the Corporation, including book debts, rights, powers, franchises
and undertakings, to secure any securities or any money borrowed, or
other debt, or any other obligations or liability of the
From time to time the
directors may authorize any director, officer or employee of the
Corporation or any other person to make arrangements with reference
to the moneys borrowed or to be borrowed as aforesaid and as to the
terms and conditions of the loan thereof, and as to the securities
to be given thereof, with power to vary or modify such arrangements,
terms and conditions and to give such additional securities for any
moneys borrowed or remaining due by the Corporation as the directors
may authorize, and generally to manage, transact and settle the
borrowing of money by the Corporation.
Duties of the Secretary
In addition to the duties
hereinbefore set out, the Secretary shall give or cause to be given
all notices required to be given to the members, directors, auditors
or members of the committees of the Corporation, and that he or she
shall attend all meetings of the directors and of the committees, in
addition to all meetings of the members of the corporation.
The Secretary shall enter
or cause to be entered in the record books of the corporation minutes
of all proceedings of meetings of the directors, of the members and of
the committees and the secretary shall be the custodian of the
corporate seal of the corporation and of all books, papers, records,
documents and other instruments belonging to the Corporation.
If necessary, the Secretary
shall have the discretion to appoint a Corresponding Secretary to
assist the Secretary in his or her position.
Duties of the Treasurer
In addition to the duties
hereinbefore set out, the Treasurer shall maintain a membership role
to include the names of members, of directors, the dates of their
election and such other and pertinent information as the Corporation
The Treasurer shall also
process all applications for membership and submit them to the Board
of Directors and be responsible to post the notice of such application
in a conspicuous place in the corporation’s property.
The Treasurer shall also
maintain an accurate list of yachts, powerboats and other craft owned
by members of the Corporation. In addition, the Treasurer shall be
responsible to keep full and accurate books of accounts in which shall
be recorded all receipts and disbursements of the Corporation, and
under the direction of the Board of Directors shall ensure that the
Secretary or the Commodore shall disburse and deposit all the moneys
to the credit of the Corporation.
In addition, he or she
shall be responsible for the safekeeping of securities that he or she
shall render to the Board of Directors at each meeting, or whatever
required, an account of all transactions and of the financial position
of the Corporation. In that regard the Treasurer shall arrange to have
his or her accounts submitted annually to a chartered accountant for
In these by-laws and in all
other by-laws of the Corporation hereafter passed unless the context
otherwise requires, words importing the singular number of the
masculine gender shall include the plural number or the feminine
gender, as the case may be, and vice versa, and references to persons
shall include firms and corporations.
The directors of the Pine
River Boat Club Inc. met on October 11, 1986, and recommended the
following be added to the by-laws, to ensure that each member has a
clear understanding of amendments that have been added since 1975 and
to update duties of each flag officer.
May 15, 1977
Change in quorum from 30%
of membership to 2/3 of members present at a meeting to pass a
May 17, 1981
No docking space can be
September 1, 1985
The club will no longer
reserve a docking space for a member after the May general meeting
unless dues are fully paid.
Duties of each flag
officer are outlined in the by-laws. The following is presented to
you to make a broader picture of the individual duties.
Commodore - Duties as
outlined in the by-laws.
Vice-Commodore - Duties
as outlined in the by-laws and to assist the Commodore and the Fleet
Captain whenever possible.
Past Commodore - To
assist everyone where possible and to chair the meeting for
Fleet Captain - To have
charge of all club activities and recreation activities. He should
have a committee of four people with him to be selected at the
Rear Commodore - To have
general control of the river. This includes reporting conditions of
the river to the membership, marking of the river channel, checking
ramp conditions, looking after maintenance of the property, flag
poles, fences and arranging dredging when needed. He has
authorization for funds up to $500.00 for any maintenance needs. He
should have a committee of four people to work with him, to be
selected at the general meeting.
Harbour Masters - Are to
be in charge of marking out dock spaces and designating docks to
members. They are to check the river on Thanksgiving weekend to
ensure all docks and stakes are removed, if not, they have the
authority to remove them (with assistance) and bill the offending
May 18, 2010