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RA 9520 for their member and elected and appointed

representative
An act amending the cooperative code of the Philippines to  Cooperation among Cooperatives – strengthen
be known as the “PHILIPPINE COOPERATIVE CODE the cooperative movement
OF 2008”  Concern for Community – work for the
sustainable development of community
Section 1 – Articles 1-5 of Chapter 1 on General Concepts
and Principles of RA 6938, otherwise known as the Article 5. Definition of terms
COOPERATIVE CODE OF THE PHILIPPINES
Member – person either natural or juridical

General Assembly – purpose of exercising all rights and


CHAPTER I performing all the obligations

GENERAL CONCEPTS AND PRINCIPLES Board of Directors – entrusted with the management

Article 1. Title – This act shall be known as the Committee – entrusted with specific functions and
PHILIPPINE COOPERATIVE CODE OF 2008 responsibilities

Article 2. Declaration of Policy Articles of Cooperation – includes registered amendment

 Declared policy of the state to foster the creation Bylaws – any registered amendment
and growth of cooperatives as a practical vehicle
for promoting self-reliance Registration – operative act granting juridical personality
 The state shall encourage the private sector to
undertake the actual formation and organization Cooperative Development Authority – government
of cooperative agency in charge of the registration and regulation

Article 3. General Concepts Universally Accepted Principles – adhered to worldwide


by cooperative
 A cooperative is an autonomous and duly
registered association of persons, with common Representative Assembly – full membership of a body of
bond of interest representative

Article 4. Cooperative Principles Officer of the Cooperative – includes BOD, member of


different committees created by general assembly, general
 Every cooperative shall conduct its affairs in manager
accordance with Filipino cultures, good values
and experience Social Audit – assess the social impact and ethical
performance and it enables the cooperative to develop a
 Voluntary and Open Membership –
process wherein it can account for its social performance
Cooperatives are voluntary organization, open to
all person to use their service
Performance Audit – efficiency and effectiveness of audit
 Democratic Member Control – Cooperatives
as a whole
are democratic organization that are controlled by
their members who actively participate in setting Single Line/Single Purpose - - main line of business
their policies
 Member Economic Participation – members Service Cooperatives – any types of service, transport,
contribute equitably / at least part of that capital information and communication, insurance, housing
is the common property of the cooperative / they
shall receive limited compensation or interest Subsidiary Cooperative – all or majority of membership
 Autonomy and Independence – cooperatives or shareholder
are autonomous and self-help organization, if
they enter into agreements they shall do the terms Federation of Cooperatives – three or more objective
that ensure democratic control of their members doing the same line of business
 Education, Training and Information –
cooperative shall provide education and training
CHAPTER II 6. To enter into division, merger, or
consolidation
ORGANIZATION AND REGISTRATION 7. To form subsidiary cooperatives
8. To avail loans
Article 6. Purpose of Cooperatives 9. To avail preferential rights
10. To organize and operate school in
1. Encourage thrift and savings among member
accordance with RA 9155 (Governance of
2. Generate funds and extend credit in the members
Basic Education Act of 2001)
3. Encourage members a systematic production and
11. To exercise other power granted by the code
marketing
4. Provide goods and service Article 10. Organizing a Primary Cooperative – 15 or
5. Develop expertise and skills more natural persons who are Filipino citizens, legal age,
6. Acquire land and provide housing having common bond of interest
7. Insure against losses of the members
8. Promote and advance the economic and social Article 11. Economic Survey – Every group or individual
status shall submit to the authority a general statement describing,
9. Establish or own cooperative banks, cooperative among the structure and purposes
wholesale
10. Coordinate and facilitate activities Article 12. Liability – limited liability
11. Advocate for cause
12. Ensure the viability of cooperatives thru Article 13. Term – shall exist not exceeding 50 years from
utilization of new technologies the date of registration and no extension can be made
13. Promote self-help or self-employment earlier than 5 years prior to original or subsequent
14. Undertake any or all activities for the effective
and efficient implementation of the provision of Article 14. Articles of Cooperation –
this code
1. File articles of cooperation signed by each of the
Article 7. Objectives and Goals of Cooperatives - help organizer
improve the quality of life of its member 2. Articles of cooperation shall set forth:
a) Name of cooperative which include the
a) Provide good to members to enable them to attain word cooperative
increase income b) Purpose and scope of business
b) Provide optimum social and economic benefits c) Term of existence
c) Teach efficient ways of doing things d) Area of operation and postal address of its
d) Propagate new ideas in business principal office
e) Allow the lower income to increase their e) Name, nationality, and the postal addresses
ownership in the wealth of the registrants
f) Cooperate with government to further the f) Common bind
attainment of any foregoing objectives g) List of the directors who will manage the
cooperative
Article 8. Cooperatives Not in Restraint of Trade – h) Amount of share capital
conspiracy or combination in restraint of trade or 3. Article of cooperation may contain any other
illegal monopoly provision not inconsistent with the code
4. Four copies each of proposed articles of
Article 9. Cooperative Powers and Capacities cooperation, bylaws, and general statement
5. No cooperative other than a cooperative union
1. Exclusive used of its name, to sue and be shall be registered unless the articles of
sued cooperation is accompanied with the bonds of the
2. Of succession accountable officer showing at least 25 percent of
3. Amend its article of incorporation the authorized capital share
4. Adopt bylaws not contrary to law, moral or
public policy
5. To purchase, receive, sell, lease, and
otherwise deal with such real and personal
property
Article 15. Bylaws COOPERATIVE or CONSOLIDATED
COOPERATIVE
1. Each cooperative shall adopt bylaws not 2. No merger or consolidation shall be valid unless
inconsistent with the provision approved by ¾ vote of all the member with
2. The bylaws of each cooperative shall: voting rights and present
a) Qualification for admission to 3. Authority shall issue guidelines governing the
membership and payment to be made procedure of merger or consolidation
b) Rights and liabilities
c) Circumstances under which Article 22. Effects of Merger or Consolidation –
membership is acquired
d) Procedure to be followed in case of 1. The constituent cooperative shall become a single
termination cooperative
e) Conditions under which the transfer of 2. The separate existence of the constituent
a share or interest cooperative shall cease
f) Rules and procedure on the agenda, 3. The surviving or consolidated cooperative shall
time, place and manner of calling possess all the rights and privileges
g) General conduct of affair including 4. The surviving or consolidated cooperative shall
power and duties of general assembly possess all the assets, rights, and privileges
h) The manner in which capital may be 5. The surviving or consolidated cooperative shall
raised be responsible for all liabilities
i) Mode of custody
j) Accounting and auditing system Article 23. Types and Categories of Cooperatives –
k) Manner of loaning and borrowing
1. Types of Cooperatives
l) Method of distribution of net surplus
a) Credit Cooperative – undertakes
m) Manner of adopting, amending and
savings and lending services
repealing
b) Consumer Cooperative – procure and
n) Conciliation or mediation mechanism
distribute commodities
for the amicable settlement of disputes
c) Producers Cooperatives – joint
o) Other matters incident to purpose of
production whether agricultural or
cooperatives
industrial
Article 16. Registration – cooperative registered under this d) Marketing Cooperative – supply of
code acquires juridical personality and all application shall production inputs
be finally disposed within 60 days from the filling e) Service Cooperative – hospitalization,
transportation, insurance
Article 17. Certificate of Registration – official seal shall f) Multipurporse Cooperative –
be conclusive evidence that cooperative is registered combines two or more business
activities
Article 18. Amendment of Articles of Cooperation and g) Advocacy Cooperative – advocates
Bylaws –it may be amend by 2/3 vote of all member with cooperativism
voting rights, without prejudice h) Agrarian Reform Cooperative –
marginal farmers majority of which are
Article 19. Contracts Executed Prior to Registration and agrarian reform beneficiaries
Effects Thereof – Contract executed between private person i) Cooperative Bank – wide range of
and cooperatives shall remain valid financial services
j) Dairy Cooperative – production of
Article 20. Division of Cooperatives – vote of ¾ of fresh milk
members with voting rights, present and constituting a k) Education Cooperatives – operating
quorum licensed educational institution
l) Electric Cooperative – power
Article 21. Merger and Consolidation Cooperatives –
generation and utilizing renewable
1. Two or more cooperatives may merge into single energy sources
cooperative which shall be the CONSTITUENT m) Financial Service Cooperative –
savings and credit services
n) Fishermen Cooperative – fishermen h) To do and perform such other non-business
in localities activities
o) Health Service Cooperative –
medical, dental and other health
services
p) Housing Cooperative – access to CHAPTER III
housing
MEMBERSHIP
q) Insurance Cooperative – insuring life
and property Article 26. Kinds of Membership –
r) Transport Cooperative – land and sea
transportation Regular Member – complied with all the membership
s) Water Service Cooperative – operate requirements and entitled to all the right and privileges
and manage water
t) Workers Cooperative – member and Associate Member – no right to vote
owner of the enterprise
u) Other types of cooperative as may be Article 27. Government Officers and Employees-
determine by the authority
2. Categories Cooperative 1. Any officer shall be disqualified to be elected ot
a) In terms of membership appointed to any position
Primary – Natural Person 2. All elective official of government shall be
Secondary – Primaries ineligible to become officer and directors of
Tertiary – Secondary Cooperatives cooperatives
b) In terms of territories, cooperatives 3. Any government or employees may discharge his
shall categorized according to areas of duties as member
operations
Article 28. Application – shall be deemed a member after
Article 24. Functions of a Federation of Cooperative – approval of his membership by the BOD and shall exercise
rights of member
a) To carry on any cooperative that
complement, augments but does not conflict Article 29. Liability of Members – Member shall be liable
b) To carry on and assist educational and for the debts of the cooperative
advisory work
Article 30. Termination of Membership –
c) To rendered service designed to encourage
simplicity
1. A member of cooperative may withdraw his
d) To print, publish any newspaper or other
membership from the cooperative by giving 60
publication
days noticed to the BOD for any valid reason
e) To coordinate and facilitate activities
2. Death or insanity for primary cooperative and
f) To enter into joint venture with national or
insolvency or dissolution for secondary may be
international cooperatives of other countries
considered as valid ground
g) To perform such other functions
3. Membership may be terminated by vote of
majority
Article 25. Cooperative Union –
a) When member has not patronized any of the
a) To represent its member service for an unreasonable period of time
b) To acquire and analyze economic and b) When a member has continuously failed to
statistical information comply with the obligation
c) To sponsor studies in the economic, legal, c) When a member has acted in violation of the
financial, social bylaws and the rules of cooperatives
d) To promote the knowledge of cooperative d) For any act or omission injuries
principles and practices
Article 31. refund of Interests – All sums computed shall
e) To develop cooperative movement in their
be paid to him either by the cooperative or by the approve
respective jurisdiction
transferee
f) To advise the appropriate authorities on all
questions
g) To raise fund thru membership
CHAPTER IV 3. The members of BOD shall not hold any other
position Any person engaged in business similar
ADMINISTRATION to cooperative is disqualified

Article 32. Composition of the General Assembly – general Article 40. Meeting of the Board and Quorum Requirement
assembly shall be composed of member that is entitled to
vote 1. Regular meeting shall be held at least once a
month
Article 33. Power of General Assembly – highest policy 2. Special meeting of BOD may be held at any time
making body of the cooperative upon the call of chairperson
3. A majority of the member BOD shall constitute a
1. To determine and approve amendment to articles quorum for the contract
of incorporation 4. Director cannot attend or vote by proxy
2. To elect or appoint the member of the board of
director Article 41. Vacancy in the BOD – it may be filled by the
3. To approve developmental plans vote of majority if still constituting quorum

Article 34. Meetings Article 42. Officers of the Cooperative – The BOD shall
elect from among themselves the chairperson and vice
1. Regular meeting shall be held annually by chairperson.
general assembly on a date fixed in the bylaws,
if not, on any date within 90 days Article 43. Committees of Cooperatives
2. Whenever necessary, a special meeting may be
called at any time by a majority of vote by BOD 1. The bylaws may create an executive committee
3. In case of newly approved cooperative, a special to be appointed by BOD
assembly shall be called within 90 days from 2. The bylaws shall provide creation of an audit,
such approval election, mediation and conciliation
4. The authority may call a special meeting for the
purpose of reporting to the members the result of Article 44. Functions, Responsibilities and Training
any examination Requirement of Director, Officers and Committee Members
5. Notice of any meeting may be waived – It shall be in accordance with the rules and regulations

Article 35. Quorum – shall consist of atleast 25 percent of Article 45. Liability of Directors, Officers and Committee
all the member entitle too vote Members – who willfully vote for or assent to patently
unlawful acts shall be liable jointly and severally for all the
Article 36. Voting System- Each member of a primary damages
cooperative have only one vote. In secondary or tertiary
they have one basic vote and as many incentive votes as Article 46. Compensation
provided in by laws
1. In the absence of any provision in the bylaws
Article 37. Composition and Term of the Board of fixing their compensation, the directors shall not
Directors – direction and management of affairs shall be receive any compensation
vested in BOD which shall composed of not less than 5 nor 2. The compensation of officers of the cooperative
more than 15 members and member created pursuant to this code may be
fixed on the bylaws
Article 38. Powers of Board of Director – responsible for 3. Unless already fixed in the bylaws, the
the strategic planning, direction setting compensation shall be determined by the BOD

Article 39. Directors – Article 47. Dealings of Directors, Officers or Committee


Members – a contract entered into by cooperative with one
1. Any member has the right to vote and who or more of its director, officer and committee is voidable
possesses all the qualifications and none of the
disqualification shall be eligible for election as 1. The presence of BOD wherein the contract was
director approved was not necessary to constitute a
2. The cooperative, by resolution of its BOD, admit quorum
as director
2. The vote of director was not necessary for the 4. Subject to the pertinent provisions of the National
approval Internal Revenue Code and other Law
3. The contract is fair and reasonable
4. The contract with officer or committee has been Article 53. Reports –
previously authorized by general assembly
1. Every cooperative shall draw up regular reports
Article 48. Disloyalty of a Director – A director acquires including those in pursuance of socio
for himself an opportunity which should belong to the undertakings
cooperative shall be liable for damage 2. If cooperative fails to publish, the authority,
within 15 days from the expiration, send the
Article 49. Illegal Use of Confidential Information – cooperatives stating its non-compliance

1. A director who use confidential information for Article 54. Register of Members as Prima Facie Evidence
his benefit or advantage that might affect the
operation shall be held: 1. The date on which the name of any person was
a. Liable to compensate the cooperative for the entered
direct losses suffered by the cooperative 2. The date on which any such person ceased to be a
b. Accountable to the cooperative for any member
direct benefit as a result of transaction
2. The cooperative shall take the necessary steps to Article 55. Probative Value of Certified Copies of Entries –
enforce the liabilities
1. A copy of any entry in any book if duly certified
Article 50. Removal – All complaints for the removal of in accordance with the rules, be admissible as
any elected officer shall be filed with the BOD evidence of existence
2. No person or cooperative in possession of the
books, in any legal proceedings to which the
cooperative is not a part, be compelled to produce
CHAPTER V any books of the cooperative

RESPONSIBILITIES AND PRIVELEGES OF Article 56. Bonding of Accountable Officers –Every


COOPERATIVE director, officer, and employee handling funds, shall be
covered by a surety bond to be issued by a duly registered
Article 51. Address – Every cooperative shall have an insurance
official address to which all the notices and communication
shall be sent. Article 57. Preference of Claims –

Article 52. Books to be Kept Open – 1. Any debt due to the cooperative from a member
shall constitute a first lien upon any raw
1. Every cooperative shall have the ff documents materials, production inputs, and product
ready and accessible to its members produced
a. Copy of this code and all other laws 2. No property or interest which is subject to a lien
b. Copy of the regulations shall be sold nor conveyed
c. Copy of the articles of incorporation 3. Notwithstanding the provision of any law to the
d. Register member company, any sale or conveyance made in
e. Books of minutes of the meeting contravention is void
f. Share books
g. Financial statement Article 58. Instrument for Salary or Wage Deduction –
h. Such other documents prescribed by the law
2. The accountant shall be responsible for the 1. A member of a cooperative may execute an
maintenance of the books and record of account instrument in favor of the cooperative authorizing
and the audit committee shall be responsible for his employer to deduct from his/her salary
the continuous and period review 2. The employer shall make the deduction in
3. Each cooperative shall maintain record of accordance with the agreement and remit within
account that the true and correct condition and ten days
the result may be ascertained at any time
3. The term employer as used in this article shall 3. Cooperative rendering special types of service
include all private firms and the national and and facilities such as cold storage, ice plant shall
local governance secure a franchise and such cooperatives shall
4. The provision of this article shall apply to all open their membership to all person qualified
similar agreement referred to in paragraph 1 4. In areas where appropriate cooperative exist,
5. The responsibilities of the employer as stated in members shall be granted to the cooperatives
paragraph 1 and 2 shall be mandatory concerned
5. Preferential treatment shall be granted to
Article 59. Primary Lien – A cooperative shall have a cooperatives
primary lien upon capital, deposit or interest of a member 6. Preferential and equitable treatment in the
for any debt due to the cooperative allocation or control of bottomries
7. Cooperatives and their federation such as farm
Article 60. Tax Treatment of Cooperatives – Duly and fishery shall have preferential rights in the
registered cooperatives which do not transact any business management of public market
with non-member or the general public shall not be subject 8. Cooperatives engaged in credit services shall be
to any taxes and fees entitle to loan, credit lines
9. A public transport may be entitled to financing
Article 61. Tax and Other Exemptions – Transactions of
support for the acquisition and maintenance of
members to cooperative shall not be subject to any taxes
land and sea transport
and fees, including but limited to final taxes on members
10. Cooperatives transacting business with
1. Not more than 10 million shall be exempt from government shall exempt from prequalification
all nation, city, provincial, municipal, or bidding requirements
barangay taxes 11. Cooperative shall enjoy the privilege of being
2. More than 10 million shall pay the following represented by the provincial except when the
taxes adverse party is republic of the Philippines
a. Income Tax – Amount allocated for interest 12. Cooperative organized by faculty member shall
in capital have preferential rights
b. Value Added Tax – transaction with non 13. Appropriate housing agencies shall create special
members window for financing housing projects
c. All other taxes unless otherwise provided undertaken by cooperatives
d. Donations to charitable, research and
educational institution
3. All cooperative, regardless of the amount shall be CHAPTER VI
exempt from payment of local taxes INSOLVENCY OF COOPERATIVES
4. In areas where there are no available notaries to
Article 63. Proceedings Upon Insolvency - If cooperative
public shall render service, free of charge, to any
is unable to fulfill its obligation to creditors due to
person
insolvency, such cooperatives may apply for such remedies
5. Any register of deeds shall except for registration
as it may deem fit under the provision of Insolvency Law
6. Cooperative shall exempt from the payment of all
court where such actions is brought by the
authority
7. All cooperatives shall be exempt from putting up CHAPTER VII
a bond for bringing an appeal against the decision
of an inferior court DISSOLUTION OF COOPERATIVES
8. Any security issued by cooperatives shall be
exempt from the provisions of the securities act Article 64. Voluntary Dissolution Where no Creditors are
Affected – If dissolution does not prejudice the rights of
Article 62. Privileges of Cooperatives – any creditor, the dissolution may be effected by a majority
vote of the BOD, and by resolution duly adopted by the
1. Cooperatives shall enjoy the privilege of affirmative vote of at least ¾ of all the member
depositing their sealed cash boxes or containers
2. Cooperatives organized among government Article 65. Voluntary Dissolution Where Creditors are
employees shall enjoy the free use of any Affected - If dissolution prejudice the rights, the petition
available space in their agency for dissolution shall be filed with the authority.
The order of dissolution shall set forth therein: Article 74. Assignment of Share Capital Contribution or
Interest – No member shall transfer his share or interest in
1. The asset and liabilities the cooperative unless:
2. The claim of creditor
3. The number of member 1. He held share capital not less than one year
4. The nature and extent 2. The assignment is made to the cooperative
3. The BOD has approved such assignment
Article 66. Involuntary Dissolution –
Article 75. Capital Build Up –Realistic capital build up
1. Violation of any law or regulation program to allow the continuing growth of the member
2. Insolvency investment

Article 67. Dissolution by Order of the Authority – The Article 76. Shares – unit of a capital in a primary
authority may suspend or revoke after due notice the cooperative the par value of which may be fixed at any
certificate of registration on any of the following grounds: figure not more than 1,000

1. Registration by fraud Article 77. Fines – May prescribed on unpaid subscribed


2. Illegal purpose share capital
3. Willful violation
4. Failure to meet the required minimum number of Article 78. Investment on Capital - may invest in any of
member the ff:

Article 68. Dissolution by Failure to Organize and 1. In share or debentures


Operate – Not commenced business and operation within 2 2. In any reputable bank
years after the issuance of its certificate of registration, the 3. Securities issued by government
authority shall send a formal notice to its failure and 4. In real estate
operate 5. In any other manner authorized by bylaws

Article 69. Liquidation of Cooperative – Every cooperative Article 79. Revolving Capital – strengthen its capital
whose charter expires by its own limitation or whose structure by deferring the payment of patronage funds
existence is terminated

Article 70. Rules and Regulations on Liquidation –


Authority shall issue the appropriate guidelines for CHAPTER IX
liquidation
AUDIT, INQUIRY AND MEMBERS RIGHT TO
EXAMINE

CHAPTER VIII Article 80. Annual Audit – Shall subject to an annual


financial, performance and social audit. Qualifications:
CAPITAL, PROPERTY, AND FUNDS
1. Independent of cooperatives
Article 71. Capita l- Capitalization of accounting 2. Member in good standing of the PICA
procedures shall be governed by the provision of this code
Article 81. Audit Report – submit financial audit report
Article 72. Capital Sources – Cooperative registered under which shall be in accordance with the generally accepted
this code may derive their capital from any of ff sources: auditing standards

1. Member share capital Article 82. Nonliability for Defamation – Auditor is not
2. Loan and borrowing liable to any person in an action for defamation
3. Revolving capital
4. Subsidies, donation Article 83. Right to Examine – Shall have the right to
examine the records required to be kept by the cooperative
Article 73. Limitation on Share Capital Holding – No
member shall own more than ten percent of the share Article 84. Safety of Records – shall keep and carefully
capital of the cooperative preserve the records
CHAPTER X 4. Facilitate the expeditious transfer of appropriate
and suitable technology
ALLOCATION AND DISTRIBUTION OF NET 5. Provide social security benefits
SURPLUS 6. Provide non formal education to beneficiaries
7. Acts as conduit for external assistance
Article 85. Net Surplus – Net surplus shall be determined 8. Undertake a comprehensive and integrated
in accordance with bylaws and it shall determine at the development program
close of every fiscal year 9. Represent the beneficiaries on all matter that
affect their interest
Article 86. Order of Distribution –
10. Undertake such other economic or social
1. An amount for the reserve fund at least ten activities
percent of net surplus
Article 89. Cooperative Estates – Plantations, estates or
a. Reserve shall be used for the stability of the
haciendas
cooperative
b. Reserve fund shall not be utilized for Article 90. Infrastructure – shall grant agrarian reform
investment preferential treatment in the construction and maintenance
c. Upon dissolution, reserve fund shall not be
distributed Article 91. Lease of Public Lands – May lease not
(i) Establish usufructuary trust fund exceeding 25 years and subject to renewal for another 25
for the benefit of any federation years
(ii) To donate, contribute for the
benefit of the community Article 92. Preferential Rights – Agrarian reform shall
2. An amount for education and training fund, shall have preferential right in the grant of franchise and
not be more than ten percent of the net surplus certificate of public convenience
a. Half of amount transferred to the education
and training fund shall be spent by the Article 93. Privileges –
cooperative foe education and training
purposes 1. Supply and distribution to consumer, industrial
b. Upon the dissolution., the unexpected goods, raw material and supplies
balance shall be credited to the cooperative 2. Marketing of the products and service
3. An amount for the community development fund, 3. Processing of the member product into finished
shall not be less than three percent of the net consumer or industrial goods
surplus ‘ 4. Provision of essential public service
4. An optional fund shall not exceed seven percent 5. Management, conservation of marine and mineral
5. The remaining net surplus shall be made 6. Provision of financial, technological required by
available to members in the form of interest on the beneficiaries
share capital
Article 94. Organization and Registration – may organized
and registered only upon prior written verification by the
DAR (Development Agrarian Reform)
CHAPTER XI
Article 95. A –
AGRARIAM REFORM COOPERATIVES
Article 96. A –
Article 87. Coverage – Agrarian reform
Article 97. A –
Article 88. Definition and Purpose – Agrarian reform is
one organized by marginal farmers for the purpose of Article 98. A –
developing an appropriate system of land tenure
Article 99. A –
1. Develop an appropriate system of land
2. Coordinate and facilitate the dissemination of
scientific methods of production
3. Provide financial facilities to beneficiaries

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