HOA Board Member Removal: Understanding the Process

HOA board member removal is a vital process for maintaining effective governance and community standards within homeowners’ associations (HOAs). Conflicts or issues within the board can sometimes require the removal of a member to uphold transparency, accountability, and the association’s best interests. Knowing how this process works is essential for homeowners, directors, and the broader community to ensure fairness throughout.

Removal typically involves specific grounds, such as a failure to meet responsibilities, fiduciary breaches, or conflicts of interest. Both board directors and HOA members may play crucial roles in initiating this process, reflecting the collective governance structure of HOAs.

This article delves into the key steps for removing an HOA board member, including documenting concerns, following legal guidelines, and finding replacement members. By understanding the legal frameworks and procedures, homeowners and board members can navigate board dynamics responsibly and equitably.

Grounds for Removal

Homeowners Associations (HOAs) are managed by a board of directors whose actions can significantly affect the well-being and cohesiveness of their communities. However, circumstances may arise that necessitate the removal of an HOA board member. Grounds for removal typically include inadequate attendance at board meetings. Regular meetings are crucial for the functioning of the HOA board, and missing these can render it ineffective. Additionally, behavior that is disruptive or contentious goes against the professionalism expected of a board director and can lead to a recall. Also, a failure to disclose a conflict of interest or engaging in self-serving actions violates the key principles of dedication and transparency owed to the homeowner community. Lastly, any financial wrongdoing, such as theft, is a serious offense with direct impacts on trust and accountability, and it stands as strong grounds for a board member’s removal.

Failure to Fulfill Responsibilities

An HOA board member bears the significant task of fulfilling fiduciary duties and upholding the interests of the community. Unmet responsibilities, such as consistently not attending board meetings or ignoring the association’s bylaws, can lead to removal proceedings. These actions demonstrate neglect of their obligations and can be problematic for the association’s progress. For example, not maintaining common areas or failing to enforce maintenance rules reflects poorly on a board member’s commitment to the community’s safety and enjoyment, potentially justifying their removal from the board.

Fiduciary Violations

Fiduciary violations by a board member often result in the most compelling reasons for their removal. The duty of care, loyalty, and duty to act within their authority are the three primary fiduciary responsibilities incumbent upon HOA Board members. Violating any of these tenants can lead to actions against them, including a removal process by the association membership. Fraud is of particular concern; it can cause significant damage to the association’s trust and financial health. It is imperative for board members to remain informed and to prioritize the HOA’s best interests to steer clear of any unintentional harm.

Conflicts of Interest

Conflicts of interest require careful navigation within the context of an HOA board. If a board member’s personal interests interfere with their role, it may create ethical dilemmas and serve as grounds for their removal. Often, it falls upon the board president or fellow board leaders to intervene when a member’s actions reflect a personal rather than a collective interest. In cases where impartiality is compromised, it is advisable for the concerned board member to abstain from voting on related matters, thereby maintaining a level of integrity within the board’s decisions. Community members must be encouraged to approach these issues civilly by presenting facts and potential solutions to the board. This approach helps ensure that the conflicts are addressed adequately, keeping the best interests of the homeowner associations at the forefront.

The Role of Fellow Directors

When issues arise with a board director’s ability to serve the HOA Board effectively, fellow board members play a crucial role in upholding the standard of conduct and maintaining the board’s functionality. Directors have the ability to informally intervene by discussing concerns directly with the problematic board member, which may lead to a voluntary resignation and a positive outcome for the board as a whole.

Directors are required to follow the HOA’s governing documents, such as bylaws, which provide guidance on the circumstances that warrant consideration for a board member’s removal. These documents are paramount in establishing a formal framework for handling such situations, ensuring processes are fair and consistent.

An important duty of directors includes maintaining attendance and active participation in regular meetings and the Annual meeting. The director’s absence from two consecutive meetings without a valid reason, as judged by their peers on the board, could result in their position being declared vacant. This rule underscores the collective responsibility shared amongst directors to remain engaged in their duties.

Furthermore, fellow directors have the power to convene special meetings specifically aimed at addressing performance issues within the board. This demonstrates a commitment to accountability and offers a formal opportunity to transparently discuss any impediments or concerns related to board members.

In addressing issues of qualifications or conduct, it is crucial for directors to refer back to the association’s bylaws, which typically outline the criteria and qualifications necessary for serving on the board. By working within the confines of these rules and regulations, directors ensure that the HOA Board only includes members who meet the required standards.

How Directors Can Initiate Removal

The process of removing an HOA board member begins with understanding and following the procedures outlined in the association’s governing documents or as dictated by state law. For example, in California, under certain circumstances not specified in the governing documents, the homeowners have the authority to call for a vote to remove a board member as per the California Corporations Code.

Reviewing the governing documents, particularly the bylaws and articles of incorporation, is an essential step for homeowners to grasp the specific procedures for a board member’s recall. These documents provide clarity on the removal process and ensure legitimacy throughout the procedure.

For smaller associations, such as those with fewer than 50 members, garnering a majority vote can be an effective approach to removing a director from the board. This situation illustrates the significance of building community support during the removal process.

The initiation of this process typically involves homeowners petitioning the board, expressing their concerns and reasons for the removal of a director. The grounds may include failure to perform their duties, unethical behavior, or other actions that are deemed unsuitable for a board member.

Voting Requirements for Removal

In jurisdictions like California, the removal process commences with collecting signatures from at least 5% of the HOA membership to bring forward a recall petition. The precise vote threshold needed for the removal aligns with the director’s initial election requirement, often a simple majority.

In states like Colorado, where community associations are regulated by the CCIOA, a super-majority vote of 67% is mandatory for removing a board member. This outlines the significance of understanding local regulations and the varied thresholds for director removal.

It is essential that voting procedures are strictly followed, including provisions such as secret ballots, to ensure the legitimacy of the removal vote. If the majority of votes are in favor of the recall, the HOA Board is obligated to act upon the decision, leading to the process of electing new members to fill the vacated positions.

Adherence to these procedures ensures that any act of removing a board member is conducted with transparency and respect for the democratic process that governs Homeowners Associations.

Table: Key Actions for Director Removal

 

Step	Action	Comments
Informal Discussion	Directors intervene privately	Encourages resolution without formal proceedings
Review of Governing Documents	Reference bylaws and articles of incorporation	Clarifies grounds and procedures for removal
Attendance Tracking	Note absence from meetings	Lays foundation for potential automatic vacancy
Special Meetings	Convene to discuss issues	Promotes accountability and transparency
Petitions and Votes	Initiate community-led recall	Formal step as dictated by governing documents or law

Involvement of HOA Membership

The involvement of the homeowners within a Homeowners Association (HOA) is pivotal for initiating and carrying out the removal process of a HOA board member. Members can exert influence by attending regular meetings or the annual meeting, actively participating in discussions, and expressing concerns directly to the board. This interaction ensures that board directors are aware of the community’s sentiments and problems, which may lead to a board member’s exit, either voluntarily or through formal procedures.

Membership within an HOA is often a necessary condition for serving on the board, thus highlighting a direct correlation between homeowners and the management of their community. In situations where the conduct of a board member is questioned, homeowners may refer to the HOA’s bylaws. If they believe a board member is not adhering to those rules or standards, they can cite these bylaws in support of their demand for removal.

Navigating the process for removing a board member is complex and underlines the essential role of homeowners who are well-informed about both the governing documents of the association and the applicable state laws. This knowledge fosters effective and legitimate participation from the association’s membership during the removal process.

Membership rights in the removal process

Homeowners in an HOA typically hold the right to remove a board member, but they must do so by following the procedures delineated in their community’s governing documents. These documents are the cornerstone for understanding the specific steps necessary to initiate a removal, and customarily they require a vote by the whole membership to implement such an action.

For instance, under California’s Corporations Code, a board member may be removed without cause, yet it necessitates a vote from the membership of the corporation. Notably, if an HOA consists of fewer than 50 members, a straightforward majority vote of the membership is adequate for the removal of a board member.

However, the procedures for removing a member of the board can vary. Some governing documents may allow for the removal of an officer by a majority vote of the board of directors, while the removal of an elected board member typically demands the participation and vote of the wider membership.

Organizing petitions for removal

To institute the removal of an HOA board member, homeowners must adhere to the formalities set forth by the state laws and their association’s governing documents. They usually commence this process by organizing a petition, which must be done within the constraints of the rules that prohibit repeated petitions for the removal of the same board member within their term.

If a removal motion is successful, the position left vacant must be filled according to the community’s bylaws, or an election must be held within thirty days, especially if the majority of the board has been removed. The board is obligated to maintain records associated with the removal for a minimum of one year, allowing members to inspect these documents upon request.

Following a successful removal vote, the board is required to disseminate notice of the decision. A meeting should then be convened within five days to either certify the removal or discuss potential options such as arbitration. This process serves as both a measure of accountability and transparency within HOA governance.

Understanding Board Recalls

Homeowners Associations are democratic entities, in which the elected board of directors is tasked with the management of the community on behalf of the association membership. However, there are circumstances in which members may find it necessary to hold these directors accountable through a removal process known as a board recall. The power to remove an HOA board member underscores the importance of accountability among directors and serves as a check to ensure that the leadership remains aligned with the community’s interests and abides by the governing law and ethical standards.

Recall elections are integral to the governance of Homeowners Associations, providing homeowners with the means to replace board members who they feel are ineffective, unethical, or otherwise unsuited for their roles. This encourages active and informed participation from the association membership and emphasizes the significance of smart voting practices during regular elections and recall attempts. Therefore, understanding the rules and procedures for the recall process within a particular association is imperative.

The recall process is subject to specific procedures, including the proper notification of the board member facing removal. These procedural rules are typically detailed in the association’s bylaws and can be essential for a successful recall. In some instances, state laws may intervene, mandating automatic removal of board members under circumstances such as felony convictions or delinquency in paying HOA dues. Moreover, the recall action itself should be defined within the articles of incorporation or bylaws, and in their absence, state corporate codes can give additional procedural guidance, ensuring a clearly outlined, legitimate recall process.

Definition and purpose of board recalls

An HOA board member recall is the power given to the members of a Community Association to remove one or more directors from the board prior to the expiration of their term. The process follows exact procedures outlined in the HOA’s governing documents, such as the bylaws or articles of incorporation, and aligns with relevant state laws. The reasons for initiating a recall can range from general dissatisfaction with the decisions or actions of board members to specific grievances regarding policy or financial management. This mechanism serves as a way for homeowners to express their collective opinion on the board’s performance and enforce changes when necessary.

Procedures for initiating a recall

Initiating a recall of an HOA board member is a formal and structured endeavor. To commence the process, homeowners typically gather support from a predetermined percentage of the community, as required by their association’s governing documents. This proportion is key to ensuring there is significant backing within the community before moving forward. Once enough support is achieved, usually evidenced by signatures on a petition, a special meeting is scheduled for the association membership to vote on the proposed recall.

During the special meeting, a majority vote by the members will determine the fate of the board member in question. It is vital that this meeting be held in a timely manner to address the concerns of the community promptly. Should the recall be successful, provisions for electing a replacement director should coincide with the recall vote, facilitating continuity on the board and avoiding any governance vacuum.

Consultation with legal advisors experienced in HOA law is important throughout the process to ensure all steps executed adhere to both the state law and the association’s bylaws. Legal guidance helps prevent a wrongful or flawed recall that could require rectification or, in the worst case, legal ramifications against the association itself.

Legal Framework for Removal

The process for removing an HOA board member is delineated by a legal framework that includes the association’s governing documents as well as state laws. The intricacies involved in the removal process necessitate a thorough understanding of these documents and statutes to ensure a legitimate and defensible action. Prior to initiating a recall, homeowners must gather a substantial number of votes from the HOA membership, adhering to procedures such as previously established notice periods, achieving a quorum, and navigating proxy voting, as stipulated in governing documents.

In some instances, legal challenges can arise from disputes over the removal vote. This can escalate to litigation, in which the aggrieved party may seek legal redress. Successful plaintiffs in such cases could potentially recover their attorney fees and associated costs. Furthermore, the prevailing party can be entitled to recompense for their legal expenses. It’s crucial for the involved parties to follow the legal framework scrupulously to avoid these legal pitfalls.

Governing documents of the HOA

Homeowners aiming to recall an HOA board member must consult the association’s governing documents, such as bylaws or articles of incorporation, to begin the process. These documents may contain specific rules governing the recall of a board member, including voting thresholds and procedure requirements. These documents can differ greatly between associations; hence, the process for removal will not be uniform across all HOAs.

In cases where the governing documents remain silent on the specifics of board member removal, the California Corporate Code can be utilized as a fallback procedure guideline. State corporate statutes delineate the reasons and restrictions pertaining to board member removals. It is imperative for the homeowners and fellow board members to closely analyze these provisions to effectively exercise the removal process within the community.

Relevant state laws and regulations

The removal process for HOA board members also relies on state-specific statutes. In California, the Corporations Code Section 12362 allows for the removal of board members without cause, but only through a vote of the membership. In smaller corporations with under 50 members, a simple majority is sufficient for this action. Conversely, Florida Statutes permit the majority vote of a board to execute a removal without cause under certain conditions.

Each HOA must assess its own praxis and consult state laws to grasp the nuances of the removal process. The requirements, such as majority thresholds and justifications for removal, can vary significantly, underscoring the necessity of a tailored approach to each association’s needs.

It’s advisable for those considering a board member’s removal to engage with legal professionals who specialize in HOA and Community Associations law. They can offer critical guidance and counsel to navigate this complex area, ensuring the procedures are followed methodically and legally.

Removal Process Steps

To remove an HOA board member, homeowners must follow certain steps that adhere to the governing documents of the association and applicable state laws. The initial stage involves providing prior notice to the association members to discuss the potential removal. Homeowners must then convene a special meeting designed expressly for this matter. The meeting date should be set according to the HOA’s regulations, ensuring that all members have a fair opportunity to participate.

Additionally, quorum and proxy voting requirements must be satisfied to validate the proceedings. A quorum is the minimum number of members that must be present to make the voting legally binding, whereas proxy voting allows members who cannot attend the meeting in person to give someone else the authority to vote on their behalf. Meeting these criteria ensures that the removal process is conducted democratically and in accordance with the rules set forth by the Community Associations’ governing documents and state laws.

It’s of utmost importance to remember that recalling an HOA board member should not be taken lightly. The removal of a director can interrupt the smooth operations of the homeowner association and could lead to unforeseen costs or deferred maintenance in the community.

Documenting Concerns and Violations

When concerns about an HOA board member’s performance arise, homeowners should address the board in a civil and constructive manner. This can be done by speaking at regular HOA meetings or scheduling a meeting specifically to discuss these concerns with the board. Documenting specific instances of perceived misconduct is crucial. This could involve pointing out clear conflicts of interest, instances where the board member did not adhere to the HOA bylaws, or any other behavior that could be construed as neglecting their fiduciary duty to act in the best interests of the HOA.

Homeowners should refer to the association’s governing documents as these outline the steps to be taken in the event of a board member’s misconduct. In some cases, these steps may include hosting a recall election. Posting a formal petition and garnering signatures from at least 5% of the association membership can formally initiate this process.

Scheduling and Conducting Meetings

Once enough support is garnered, a special meeting must be scheduled to discuss the removal of the board member. It is essential that this meeting be announced and held within a set period—commonly 30 days—following the receipt of a valid petition.

Each state has its own regulations surrounding meeting notices. For example, in Arizona, members must receive a notice of such a meeting at least ten days before it is to occur. The meeting must then meet quorum requirements, which for pre-existing communities, is often achieved when 25% of the voting membership is present at the onset of the meeting. The specific details regarding quorums may vary with each association’s bylaws and state law.

After the meeting, any documentation related to the proposed removal, if it is deemed valid, should be retained by the board for at least a year, with member access allowed for inspection of these records.

Voting Procedures and Outcomes

In the voting phase, the removal process can vary depending on the size of the HOA and whether cumulative voting is in effect. In California, a recall petition needs a minimum of 5% of the HOA membership’s signatures before pushing forward. The subsequent vote often requires a majority to pass for the removal to succeed. If cumulative voting is practiced, members can distribute multiple votes among candidates, which might complicate the removal of a board member if a minority group strategically uses its votes.

This phase of the process is potentially divisive and may even lead to legal action if the ousted party challenges the results. Therefore, it is essential for the HOA to ensure transparency and just decision-making throughout. In most cases, a majority vote from those eligible and present at a meeting with a quorum is needed for a board member’s removal, preventing personal retribution and conflicts within the Community Associations.

Consequences of Removal

Recalling an HOA board member is not an action to be taken lightly. The immediate consequences can include disruption to the association’s operations, potentially incurring additional costs and causing delays in project timelines. Such significant shifts within the leadership structure can halt ongoing ventures or lead to deferred maintenance, as the remaining board members acclimate to the change and address the management inefficiencies that can arise during the transition. In particularly contentious cases, the need for legal representation might become apparent if deposed board members choose to contest the removal proceedings, leading to further financial and administrative strain on the HOA. Homeowners must consider these implications and generally pursue removal only if there’s clear evidence of a board member’s violation of duties or ethical responsibilities. An alternative to such turmoil could be to opt for less disruptive solutions, like allowing a problematic member’s term to expire naturally and engaging with other HOA members to preempt future issues.

Impact on board dynamics

The recall of an HOA board member can significantly impact the dynamics within the board of directors and the wider Homeowners Association. When a recall election emerges, it often highlights underlying tensions and can be a source of conflict within the board. Despite the tensions, the HOA Board must uphold its responsibility to ensure the continuity of the association’s operations.

During this period of potential instability, the board’s leadership is put to the test. The board president and fellow board directors are tasked with maintaining decorum and ensuring that regular meetings and annual meetings continue to function as expected. The association membership looks to the board for stability and direction, and any sign of dysfunction can erode the trust within the community.

If a board director refuses removal, it creates an additional layer of complexity. Such resistance can cause further friction among directors and may disrupt the collective decision-making process. It emphasizes the necessity for the board to have clear protocols in line with the articles of incorporation, particularly concerning the removal process, to handle such scenarios with minimal disruption. Cumulative voting rights may also play a role in the recall process, emphasizing the complex interplay between individual directors and the homeowner associations they serve.

Potential legal repercussions

Potential legal repercussions are a critical consideration when an HOA board or the association membership decides to remove a board director. Homeowners Associations must carefully adhere to the procedures set forth within their own governing documents, specifically the articles of incorporation and bylaws, as well as comply with any applicable state laws governing nonprofit corporations and community associations.

Removal of an HOA board member is a significant action that must not be taken lightly. It involves a removal process that typically necessitates a vote by the association membership. This underscores the importance of holding regular meetings, including the annual meeting, where such matters can be discussed and voted upon.

It is essential to note that making an error in this process, such as neglecting the rights of board members under cumulative voting policies or failing to provide adequate notice for a meeting in person, could lead to legal disputes. For instance, if a board president or fellow board member is removed without proper procedure, it could invite legal action against the homeowner associations, leading to avoidable legal fees and drawn-out court battles, ultimately burdening the HOA both financially and reputationally.

Therefore, it is paramount for the board of directors and the association membership to approach the removal of directors with due diligence to prevent any potential legal repercussions.

Selecting Replacement Board Members

In the event that an HOA board member is removed or steps down, the selection of their replacement is a crucial task that can shape the future of the community association. Homeowners play an integral role in this process by nominating candidates or stepping forward to run for the vacant position themselves. This level of engagement from the association membership can introduce new ideas and perspectives, enhancing the leadership quality of the board.

Typically, when a board member’s term concludes naturally, the least disruptive way to introduce new leadership is by allowing this scheduled rotation to guide the selection process. This encourages a smooth transition and continuity within the board of directors.

However, if an unexpected vacancy occurs, the board may have the authority to appoint an interim replacement, pending the specifics of the HOA’s bylaws. Encouraging active participation from the homeowner associations’ members in both elections and interim appointments not only nurtures a sense of investment within the community but also can improve the effectiveness and efficiency of board meetings.

Criteria for New Director Selection

Various factors play into the selection of a new director, ensuring the appointee is suitable for the role and committed to the responsibilities it entails. A director’s seat can become vacant if they become delinquent in their financial obligations to the HOA and do not arrange a payment plan. This ensures financial responsibility among board members is maintained.

A conflict of interest arises if a director becomes a co-owner of a property within the development alongside another board member. In such cases, either party may voluntarily step down, or the board can decide on one member to continue serving.

The governing documents of the association may disqualify a director who has been a member of the association for less than a year, maintaining experienced representation on the board. Attendance is critical, and the Corporations Code permits removal of a director for failing to attend a specified number of meetings.

While criminal convictions in a director’s past don’t necessarily disqualify them from board service, any conviction that hinders the association’s ability to maintain a fidelity bond can be grounds for disqualification, thereby protecting the association’s integrity and financial responsibilities.

Ensuring a Smooth Transition

A smooth transition is vital when a board member is removed, and it begins with adherence to the proper removal procedures. The homeowners have the right to remove a board member in accordance with state laws and the HOA’s governing documents, often through a community-wide vote, which may include requirements for prior notice, achieving a quorum, and accommodating proxy votes.

Considering the complexity and potential expense of this process, engaging the expertise of a real estate attorney is frequently beneficial to guide the community through the legal nuances involved. Removing a board member is generally seen as the last option due to its difficulties, and in specific states like California, members can remove board members without cause, but such action hinges on a majority vote from all HOA members.

The replacement process underscores a symbiotic relationship between the board of directors and the association membership, one where communication and adherence to the governing documents facilitate a respectful, lawful, and cooperative environment for all involved parties.

Dispute Resolution and Legal Considerations

Homeowners Associations (HOAs) are tasked with making decisions that can have significant impacts on the lives and financial interests of their members. When it comes to the removal of a board member, these decisions can lead to heightened emotions and disputes. Before initiating a recall of an HOA board member, it is wise to consider less adversarial dispute resolution methods. Internal processes such as discussions facilitated by an impartial board director or involving third-party neutrals like mediators can help to resolve matters without escalating tensions.

Understanding the complexities of board removal procedures is crucial, as such processes often involve specific legal requirements that need to be strictly observed to ensure validity. The enforcement of an arbitrator’s recall decision, for instance, is immediate upon receipt, which underlines the importance of adhering to the proper rules. During the notification process of a board member’s pending removal, compliance with the bylaws is fundamental. Any missteps or violations may impede the progression or legitimacy of the removal, potentially leading to legal challenges.

In situations where the procedural aspects become convoluted, consulting with an experienced HOA attorney may not only offer valuable guidance but also ensure that the actions taken are legally sound. A real estate attorney who specializes in state-specific HOA laws can help ensure that all legal considerations are addressed adequately, safeguarding the association against potential litigation or recall enforcement issues.

Common disputes arising from removals

The removal of an HOA board member can be a watershed event, often resulting in disputes that can be contentious between association members and the board. When an HOA conducts a removal vote, it’s not uncommon for disagreements to emerge, which can sometimes lead to an aggrieved party initiating litigation to seek relief concerning the vote’s outcome.

Governance documents for many associations stipulate the use of alternative dispute resolution (ADR) mechanisms to handle disputes related to the removal of board members. These can include arbitration or mediation, and when utilized, they can help avoid more formal and lengthy court proceedings. In the event that a dispute related to the removal vote does proceed to litigation, it is typical for the prevailing party to recover the costs and attorney fees incurred during the legal process, an aspect that can significantly influence the stakes for involved parties.

To prevent such legal challenges from the removed member, the removal process must align strictly with the association’s articles of incorporation, bylaws, as well as relevant state laws. These documents, when adhered to, form the bedrock of a legally defensible removal process.

Seeking legal counsel and mediation

For homeowners considering the removal of an HOA board member, seeking guidance from an attorney experienced in HOA matters can offer critical insights and direction. These legal professionals can assist in navigating the complexities inherent in removal procedures and in providing clarity on issues such as the validity of signatures on a recall petition, or the timeline for holding a recall meeting.

Homeowners are often advised to consult legal counsel to understand the nuances of community association laws and regulations. This advice is particularly useful when dealing with situations where board members may be accused of acting in bad faith or engaging in misconduct that could have detrimental effects on the HOA’s governance. For board members unfamiliar with recall petitions and elections, legal counsel becomes an invaluable resource for ensuring that their actions are compliant with state laws and HOA governing documents.

In instances where disputes cannot be resolved through internal processes, mediation can offer a venue for both parties to work collaboratively towards a resolution with the help of a neutral third party. The ultimate goal in seeking legal counsel and mediation is to navigate the removal process in a manner that upholds the integrity of the HOA and the rights of its members.

Related Articles:

1. Changing Your HOA Bylaws: A Step-by-Step Guide
   “A step-by-step guide to changing your HOA bylaws.”
2. Fiduciary Duty for HOA Board Members
   “Learn about the fiduciary duties of HOA board members.”
3. HOA Code of Conduct: Legal Implications for Board Members
   “Understand the legal implications of the HOA code of conduct.”