Board of Trustees Bylaws

Official Name

The official name of the county college, established under and by virtue of the laws of the State of New Jersey, shall be Atlantic Cape Community College (hereinafter sometimes referred to as the College).

Official Title

The name of the governing body shall be the Board of Trustees of Atlantic Cape Community College (hereinafter sometimes referred to as the Board).

Official Seal

The governing body shall have a seal, the form and design of which shall be adopted by the Board and the custody of which shall be with the Secretary.

Composition of the Board of Trustees

The Board consists of not more than 15 nor less than 14 voting members, 13 of which are appointed in accordance with the laws of the State of New Jersey, and one of which will be elected from the immediate graduating class. The College President shall be an ex-officio member of the Board but without vote. Appointment to the Board of Trustees is accomplished as follows: By statute, seven members are appointed by the county executive of Atlantic County, with the approval of the freeholders and three members are appointed by the Cape May County Board of Chosen Freeholders. The county superintendent(s) of schools of Atlantic and Cape May counties is/are also members of the Board by statute. If one person has been appointed by the State Department of Education to serve as county superintendent for both Atlantic and Cape May counties, then the Board shall consist of 14 voting members, otherwise the membership shall be 15 voting members with each county superintendent having a seat on the Board. Two members are appointed by the governor. One alumnus from the most recent graduating class is elected for a one-year term by each year's graduating class.

Authority

The Board derives its authority from New Jersey Statute 18A:64A-1 et seq and is subject to provisions of the Constitution of the State of New Jersey, the regulations and standards for New Jersey community colleges, and its own policies.

Oath of Office

Each Trustee, prior to taking a seat on the Board, shall take and execute this oath of office:

I, _________________________ do solemnly swear that I will support the Constitution of the United States and the Constitution of the State of New Jersey and that I will faithfully discharge the duties of the office of Trustee of Atlantic Cape Community College according to the best of my ability.

Individual Members of the Board

The responsibilities of the board designated in this section, and such other responsibilities and powers of the board as are or may be designated in these bylaws, pertain to the Board as such and not to its members individually.  No Board member has or shall assume power or responsibility to make decisions affecting the College, the Board, or its agents.

The Board of Trustees, responsible to the people of Atlantic and Cape May counties and sensitive to their hopes, ambitions, and needs, shall have the legislative responsibility of formulating broad public policy for community college education in Atlantic and Cape May counties. As the policy-making body, the Board shall be charged with oversight and control of the College. The formulation and adoption of written policies shall constitute the basic method by which the Board exercises this leadership in the operation of the College.

The Board hereby delegates to the President, its chief executive officer, full authority and responsibility for College operations under Board policies.

Without prejudice to powers granted to the Board by the New Jersey Statutes or the regulations and standards for New Jersey community colleges, Board responsibilities include:

• Adoption and periodic review of College mission statement
• Establish general policies for College governance
• Select and appoint the President, who shall be chief executive officer, through whom the Board exercises its control of the College and to whom all other College employees, agents, and professional consultants shall be responsible
• Appoint, upon recommendation of the President, administrative officers, administrative personnel and academic professionals
• Employ a general counsel, college auditor, and other agents as required, and fix their qualifications and compensation
• Approve the annual budget, budget revisions, monthly and periodic financial statements and reports as well as sole source and professional contracts and bids
• Approve the long range planning and provide sufficient physical facilities to carry out the College mission
• Recommend to proper authorities provision of ways and means of adequate financial support
• Serve as a final adjudicating agency for students, employees, and citizens on matters of policy and policy interpretation
• Consider communications and requests from citizens and organizations of Atlantic and Cape May counties on matters of policy, administration, and other items of public concern affecting the College
• Maintain continuous oversight of the College

Titles

Board officers shall be a chairperson, vice chairperson and treasurer elected from its membership. The secretary shall be appointed by the Board.

Manner of Election and Term of Office

The chairperson, vice chairperson and treasurer shall be elected at the November reorganization meeting of the Board. They shall assume office immediately upon election and shall serve for one year or until a successor is elected. A simple majority of votes cast shall be required for election. Vacancies occurring after the annual meeting shall be filled by election at the next regular meeting after a vacancy occurred. The new office holder will serve for the remainder of the unexpired term.  (See attached policy and procedure for Board officer succession)

The president shall be appointed by a majority of all members of the Board. The compensation and term of office shall be determined by the Board which shall execute a contract embracing such terms.

Chairperson

• Presides at all meetings and decides questions of order and the right to vote
• Appoints all committees and designates committee chairs, except as otherwise provided in these bylaws
• Executes all contracts legally requiring the chair’s signature
• Serves as a signatory for the College bank accounts
• Serves as an ex-officio member of all Board committees
• Calls special meetings of the Board, as required
• Discharges functions as may be prescribed by law

Vice Chairperson

• Acts for the chairperson on request or in the chairperson’s absence
• Serves as a signatory for the College bank accounts
• Chairs the President’s Evaluation Committee
• Discharges other functions as the chairperson may delegate

Treasurer

• Serves as financial officer of the Board and as chair of the finance committee
• Manages, with the finance committee, the Board’s review of and action related to the Board’s financial responsibilities
• Works with the President and the college’s chief financial officer to ensure that appropriate financial reports are made available to the Board on a timely basis
• Assists the chief executive and the chief financial officer in preparing the annual budget and presenting the budget to the Board for approval
• Reviews the annual audit and answers Board members’ questions about the audit
• Serves as a signatory for the College bank accounts

Board Secretary

• Performs written notification to all Board members regarding meetings
• Records, prepares, and distributes regular and special meeting minutes to all Board members
• Maintains custody of the College’s official seal, affixes it to official documents, and attests the same by his/her signature
• Houses all official Board documents, including Board meeting minutes books and records.
• Maintains an indexed compilation of all Board bylaws and amendments thereto along with policies and all amendments thereto
• Conducts official Board correspondence and issues all of its orders
• Issues public notices of Board actions as may be required by statutes, bylaws, or resolutions
• Perform duties as may be required by law or delegated to him/her by the Board
• Initiates correspondence pertinent to Trustee accountability to statutes, by-laws or resolutions

Chief Executive Officer (College President)

• The Board carries out its program and exercises it policies through the President who may delegate to subordinate College officers or employees such powers as he/she may deem appropriate to be exercised under his supervision and direction, subject to requirements of the law.
• The President shall be the chief executive officer of the College and shall have the supervision and control of its plant, equipment, operations and employees subject to the directions of the Board.
• The President shall attend the meetings of the Board and shall perform such other duties as may be delegated to him by the Board or imposed upon him by or pursuant to the law.
• Within the framework of policies adopted by the Board, the President shall exercise discretionary authority in carrying out the responsibilities of the position.

He/she shall:

• Inform the Board of all significant actions taken under authority delegated to him/her.
• Advise the Board in all areas of policy and to make recommendations on all matters that impact the College before action is taken by the Board
• Make recommendations to the Board for the appointment of administrative and teaching personnel of the College.
• Prepare and submit to the Board an annual budget and budget revisions
• Be responsible for the formulation of all reports as may be required by the Board and by local, state, and national agencies
• Issue administrative regulations and procedures designed to implement Board policies
• Represent the College to the community, in cooperation with the Board and the staff, by interpreting the College’s programs to the public, parents, the media, and community organizations
• Execute all contracts and other documents not legally requiring the signature of the Board Chairperson
• Prepare and submit to the Board an annual report on College operations, including recommendations for immediate and long-range planning
• Serve as the official channel for all contacts between staff members and the Board
• Act as CEO and be responsible for the organization of the College and for all executive and administrative duties in connection with its operation
• Propose the shape of and maintain the educational program of the College, recommending to the Board such changes in programs and services as he/she deems desirable to fulfill the College mission
• Designate, subject to Board approval, an administrative officer or sequence of officers who may serve as acting president during his/her absence

Standing Committees

The Board may authorize and establish standing committees from its membership.  Such committees may study a particular operation or initiative and make recommendations for full Board action. These rules govern standing committees:

1. The committee shall be established through Board action.
2. The committee chairperson and members shall be appointed by the Board chair.
3. It is recommended that committees consist of at least three members but the number shall not reach an amount equivalent to a quorum, in accordance with the Open Public Meetings Act.
4. Committee membership should include representation from each county.
5. The committee shall be provided with specific functions and duties after discussion among the full Board.
6. The committee makes recommendations, but does not act for the Board.
7. The Board Chairperson and College President serve as ex-officio committee members unless there is a quorum of the full Board present. Members of senior staff and/or staff and faculty often attend.
8. Standing committees automatically dissolve after the regular November meeting or at anytime if so resolved by the full Board.
9. Standing Board committees include:

• Academic and Student Affairs
• Foundation
• Budget, Finance and Audit
• Long-Range Planning and Capital Projects
• Diversity and Equity
• Personnel and Board Development
• President Evaluation Committee
• Marketing

Special Committees

Special Committees may be established for special assignments and are subject to the rules contained in this overall policy, although a special committee dissolves upon completion of its assignment.

Committee of the Whole

The Board reserves the right to meet and work as a committee of the whole for informational discussion and exploratory sessions. No official action shall be taken at these meetings unless advertised.

Academic & Student Affairs

Members review new academic courses/programs, transfer articulation agreements, dual and concurrent enrollment/tech prep and other secondary school articulations, program review outcomes/performance indicators, accreditation reports, and program terminations.

Members also review student affairs related to recruitment, admissions, enrollment and student services programs and processes.

Foundation

Members work with the Foundation Board to provide funding and support to the College, its students and educational endeavors, through special-event fundraising and community philanthropy.

Budget, Finance & Audit

Members review financial policies, review the annual budget (and recommend it for full Board approval), monitor financial reports prepared by staff and external auditors, and consider resolutions to apply for and accept grants.

Long Range Planning & Capital Projects

Members review capital planning issues including prioritization of construction, maintenance, real estate, and equipment projects; information technology (IT) purchases and major projects; and the availability of funds to meet these needs.

Diversity and Equity

Members review staff and faculty recruiting and hiring practices along with student recruitment and enrollment processes. The committee reviews academic and student support services designed to encourage, retain and graduate minority students and participants in such programs.

The committee also reviews community service activities-- defined as the voluntary, collaborative and effective engagement of college stakeholders in support of the mission of non-profit service entities in the college’s service area.

Personnel and Board Development

Members review sensitive and confidential employee matters including recommendations for appointments, resignations, non-renewals and promotions. During negotiations, this committee reviews collective bargaining matters. Members also plan Board development activities and review existing policies/procedures and make recommendations for new policies/procedures.

President’s Evaluation Committee

Members review the President’s performance and make a remuneration recommendation to the Board. Review of the president’s performance includes: Review of the President’s Self-Evaluation and Performance Appraisal Rating Forms, development of the Summary Evaluation, development of the Remuneration Package, review of the President’s Mid-year Summary of Goals, adherence to the evaluation timeline and review of benchmarking data.

Marketing Committee

Annual Meeting

The annual meeting (organizational meeting) of the Board of Trustees shall in November as required by the provisions of New Jersey Statute 18A:64A-10. The agenda for the annual meeting shall be:

• Election of officers
• Appointment of standing committees
• Establishment of a regular meeting schedule
• Designation of official newspapers
• Designation of banking depositories and signatories
• Establishment of regular meetings

Regular Meetings

Regular meetings are held at least 10 times a year, on a day, hour, and at a place to be fixed and determined at the annual meeting. A regular meeting may be set for another date or waived by action of the Board at any previous meeting. A regular meeting can be established for any other date than that fixed at the annual meeting provided that the same shall be fixed for a day not less than seven days after the date when action was taken changing such date.

Special Meetings

Special meetings shall be called by the chairperson, or upon written request by four Trustees, or by the president when approved by the chairperson. The notice of any such meeting shall specify the matter(s) to be considered. No other matters shall be considered at special meetings.

Non-Voting Meeting

Under special circumstances, a member or members of a Board committee may participate in a non- voting meeting through telephone or video conference call. If a quorum is present or connected via teleconference or videoconference, the non-voting meeting must be advertised in accordance with the “Open Public Meetings Act.”

Also, if a quorum should exist, a site must be designated as the meeting “Hub” and a two-way speakerphone must be present to allow the public to hear the telephone portion of the meeting.

Adjourned Meetings

Adjourned meetings may be held as the business of the Board of Trustees requires.  At the time of adjournment, the time, date, and place of the continuation of the meeting shall be determined and announced, with said date not less than 48 hours after the meeting which shall be adjourned.

Executive Sessions

Executive sessions may be held to discuss any subject permissible under the provisions of the Open Public Meetings Act.  In accordance with the act, the Board shall take no formal action on any matter discussed at such sessions.

Meetings in General

All Board meetings, except executive sessions, shall be open and accessible to the public. Except as hereinafter provided, the public shall not be entitled to participate in any meeting and shall not have a right to be heard on any subject. All Board meetings and committees thereof are conducted in accordance with the Open Public Meetings Act. The Board reserves the right to go into executive session at any time during a public meeting, as necessary, in accordance with the Act.

Notice of Meetings

The schedule of regular meetings adopted at the organization meeting shall be mailed to the official newspapers, prominently posted in at least one public place reserved for such announcements, and filed with the clerks of Atlantic and Cape May counties and all others who have duly requested a copy of same. Notice of any revision of said schedule or regular meetings shall likewise be given within seven days following such revision.

Forty-eight hours notice of any other meeting of the Board of Trustees or committees thereof shall be given in the same fashion as provided for notice of the schedule of regular meetings. The notice shall give the date, time, location, and, to the extent known, the agenda of such meeting. Such notice shall also state whether formal action may or may not be taken.

Upon the affirmative vote of three-quarters of the members present, the Board may hold an emergency meeting, notwithstanding the failure to provide the above notice, if such meeting is required in order to deal with matters of such urgency and importance that a delay for the purpose of providing for such notice would likely result in substantial harm to the public interest. Such meeting shall be limited to discussion of and acting with respect to such matters of urgency and importance. Notice shall be given as soon as possible after the calling of such meeting.

Quorum

A majority of the Trustees shall constitute a quorum for the transaction of business at regular and special meetings. A smaller number may call the roll, record the names of absentees, and adjourn to meet at a specified future time. A majority of the members of a committee shall constitute a quorum for the transaction of committee business.

Majority Vote

An affirmative vote of a majority of all Trustees present a regular, special, and committee meetings shall be required for the passage of any motion, except where otherwise provided by law, the regulations and standards for the New Jersey community colleges, or by the provisions of these bylaws.

Agenda

Normally, the agenda shall be prepared by the president one week before a meeting to allow the provision of notices required hereunder and to allow adequate time for Board review. Items that are not on the agenda may be considered by consent of the majority of the Trustees present at the meeting.

Parliamentary Rules

Robert’s Rules of Order, Revised shall be followed in conducting the meetings of the Board except as otherwise provided by the Board.

Minutes of Meetings

Minutes of regular and special meetings are public records. Written minutes shall be distributed to the Board and others the Board may designate and shall be posted at the College. The minutes book shall be open to any person and shall be kept on file at the College by the Board secretary as a permanent record of official actions of the Board.

The minutes shall record the names of the members present, subjects considered, actions taken, and the vote of each member. A Trustee voting on an issue may state his/her reasons and have them recorded in the minutes if he/she so requests at the time of voting.

Minutes of executive sessions shall be likewise recorded but shall become a public record only in accordance with the Open Public Records Act.

Minutes shall be recorded of all committee meetings which shall contain the names of the members present, subjects discussed, and recommendations to be made, if any.

Appearances Before the Board

The chairperson reserves the right to fix time limits, not to exceed five minutes, on presentations as he/she deems appropriate to the occasion and may limit the number of spokespersons who appear before it in support of or in opposition to a given issue being considered by the Board. The Board, by majority vote, may extend such limits as it deems appropriate.

Amendments to the Bylaws

These bylaws may be revised, repealed or added to by a majority vote of Trustees present at any regular meeting, provided that the proposed amendment was endorsed by the Personnel and Board Development Committee. Copies of the proposed amendment(s) shall be sent to each Board member  before being voted upon.

Lodging of Policy

No matter of policy shall be submitted to the Board for approval or placed on a regular or special meeting agenda for action unless it was presented in writing to the appropriate Board committee(s) meeting(s), with final endorsement by the Personnel and Board Development Committee This rule may be waived only by the unanimous consent of those Board members present and voting at the meeting when any such proposed action is contemplated.

Adoption of Policy

Conflicts of Interest

No Board member or employee shall have a direct or indirect interest, financial or otherwise, in a contract with the College or incur any obligation of any nature, which contract or obligation is in substantial conflict with the proper discharge of his duties in the public interest as provided by law. It shall be the obligation of each Board member or employee of the College to disclose to his immediate superior or to the Board, whichever is appropriate, any personal interest which he/she may have in any business transaction of the College.

Auditor

An accounting firm shall be retained by the Board to perform any and all accounting and auditing services requested by the Board or required by law.

Fiscal Year

The fiscal year of the College shall be from July 1 to June 30 inclusive.

General Counsel

A practicing attorney-at-law shall be retained by the Board to render legal service to the College when needed.  Counsel shall attend meetings of the Board.

Bonding of Trustees

Application

This code of ethics is applicable to members of the board of trustees and the college president.

Definitions

These terms have the following meanings, unless otherwise indicated.

"Board" means the college trustees.

"College matter" means any application, award, bid, claim, contract, license, proceeding, resolution or transaction made by, to, against or with the college, or which requires any official action by the board, officers or employees.

"Employee" means any person compensated for full- or part-time employment services rendered to the college.

"Immediate family member" shall be defined as spouse, child, parent or sibling residing in the same household.

"Interest" means any personal, financial, economic, property or other concern amounting to a right, advantage, share or portion inuring directly or indirectly to a trustee or to an immediate family member or domestic partner of a trustee or college president, either singly, or in affiliation with any person or party as defined herein.

"Person or party" means any natural person, association, corporation, estate, partnership, proprietorship, trust or other legal entity.

Standards of Ethics

1. No trustee or the college president, nor an immediate family member or domestic partner of a trustee or the college president, shall have any interest, financial or otherwise, direct or indirect, or engage in any business or transaction or professional activity, which is in conflict with the proper discharge of the trustee's or the president’s duties to the college.
2. The prohibitions in section (a) shall also apply to any firm, association or partnership by which the president or trustee is employed, from which the president or trustee receives compensation, or of which the president or trustee owns or controls more than one percent of the profits or assets of that firm, association or Such prohibitions shall also apply to shareholders, associates or professional employees of a professional service corporation regardless of the extent or amount of their shareholder interest in such a corporation.
3. No trustee or the college president shall use his or her official position to secure unwarranted privileges or advantages for himself or herself or others.
4. No trustee or the college president shall act in his or her official capacity in any college matter in which the trustee, the president, an immediate family member or domestic partner of a trustee or president has a direct or indirect financial interest that might reasonably be expected to impair the trustee's or the president’s objectivity or independence of judgment.
5. No trustee or the college president shall undertake any employment or engage in any business, transaction, service or professional activity, whether compensated or not, which might reasonably be expected to impair the trustee's or the president’s objectivity or independence of judgment in the exercise of his or her official duties.
6. No trustee or the college president shall accept, directly or indirectly, any gift, favor, service, or other things of value under circumstances from which it might be reasonably inferred, or which the trustee or the college president knows or has reason to believe, is offered for the purpose of influencing the discharge of his or her duties as trustee or college president.
7. No trustee or the college president shall knowingly create an impression or suspicion among the public having knowledge of the trustee's or the president’s acts, that he or she may be engaged in conduct violating his or her trust as a public official.
8. No trustee or the college president, nor any member or employee of a firm or corporation with which the trustee or president is affiliated, shall appear or negotiate on behalf of a party not affiliated with the college, in any matter before the college or in any cause or proceeding involving the college.
9. No trustee or the college president shall use, or allow to be used, his or her public office, or any information not generally available to the public, which the trustee or the college president receives in the course of or by reason of the trustee's or president’s office, to secure financial gain, unauthorized privileges, advantages or employment for himself or herself, his or her immediate family members, his or her domestic partner, or others with whom the trustee or president is associated.
10. A trustee and/or the college president should devote time, thought and study to the duties and responsibilities of his or her role so as to render effective and creditable service.
11. As an individual, a trustee has no legal authority outside of the meetings of the board and should conduct himself or herself accordingly with the president, college staff, local citizens, and all facets of the local community.
12. An important function of the board is to establish college policies and goals and to audit the performance of the president in the fulfillment of these policies and the progress toward goals. However, trustees should leave the conduct of the educational program and the college's business to the president and administration.

Disclosure of Potential Conflict

1. At first knowledge of a transaction involving the college that reasonably could give rise to a conflict of interest, a trustee or the college president shall disclose to the board the precise nature of the interest or involvement of the trustee or president or the trustee's or the president’s immediate family member or domestic partner in any college matter to be considered by the board or administration.
2. Upon notification of the appointment or reappointment of a trustee, the president shall provide the trustee with a copy of this code of Within 30 days after the organizational meeting of the board each trustee shall file with the secretary, a form or statement specified by the board which discloses the nature of any financial interest, personal interest or business relationship which the trustee has which relates to the college or which the trustee is otherwise required to disclose under this code of ethics.

Enforcement

Violations of this code of ethics may constitute cause for removal of a trustee or the president pursuant to N.J.S.A. 18A:64A-9 (Qualifications of appointed members of boards, terms of office, etc.; filling vacancies; no compensation of members) or imposition of other sanctions determined by the board to be appropriate.

This code is in compliance with Executive Order 65 issued by the acting governor of the State of New Jersey on November 15, 2005.

The executive director of the Executive Commission on Ethical Standards maintains authority to grant an exception from the terms of Executive Order 65 if, in the judgment of the executive director, the entity that employs, provides compensation or is owned by the board member or college president is one with which Atlantic Cape Community College may contract with pursuant to N.J.S.A. 52:13D-19 and N.J.S.A.

52:34-10 or where the public interest requires that an exception be made.

Potential or possible conflicts of interest shall be promptly referred by the college attorney to the State of New Jersey Executive Commission on Ethical Standards for an advisory ruling.

Financial Disclosure

Policy

The Board acknowledges the need for consistent and experienced internal leadership to help fulfill its role as a body appointed and entrusted to be stewards of Atlantic Cape Community College.

The chairperson, vice chairperson and treasurer serve vital roles in leading fellow trustees and implementing Board initiatives while maintaining effective working relationships with the college president and senior management.

The “officer nominating committee” is charged with receiving names and ultimately recommending a slate of Board Officers for election at the November re-organization meeting.

Procedure

Each October, the Board chairperson shall appoint five trustees to serve as an officer nominating committee.

The committee is charged with receiving names and ultimately recommending a slate of Board officers for election at the November re-organization meeting.

The committee shall consider each nominee and determine his/her availability and willingness to make the commitment necessary to serve effectively as a Trustee officer before making its recommendation.

In accordance with past practice, if sitting officers have successfully completed two one-year terms including having demonstrated strong attendance, performance and willingness to commit the time and energy necessary, the current Board vice chairperson may be elected chairperson while the incumbent treasurer may be elected vice chairperson.

The nominating committee also brings forth a recommendation for a new treasurer to be voted upon at the November re-organization meeting.

Upon announcement of the committee’s recommendations for office, the Board chairperson shall seek additional nominations from the floor from any Board member. All nominees shall then be voted upon by the full Board.

A simple majority of the members present shall elect the new slate of Board officers.

Policy

To help guide the ongoing business and policy development of the college, attendance by Trustees at board and committee meetings is critical. The Board is comprised of a wide range of volunteers that bring a variety of background and experience that contribute to the overall administration of the college and its mission.

Participation at monthly Board of Trustee meetings by telephone/conference call shall be deemed a valid attendance event but does not count as part of the quorum necessary to convene a meeting.  Trustees joining by conference call may participate in voice voting once an on-site quorum is met.

Board members should attend 75 percent of all regularly scheduled meetings including committee meetings to which they are assigned by the Board Chair on an annual basis (January – December).

Board attendance at college events is recommended.

Procedure

1. A Board Member shall notify the Board Chair and the Board Secretary if he/she is unable to attend a meeting; such notice shall be received prior to the time the meeting is scheduled.
2. A Board member that is absent for three (3) monthly Trustee meetings in a six (6) month period or absent for three (3) consecutive monthly meetings shall be contacted by the Board Chair to discuss the attendance problem. The member’s response shall be shared with the Board officers (Chair, Vice Chair and Treasurer) to determine if the issue can be corrected. If not, the Board Chair will contact the appointing entity (Atlantic County, Cape May County or the Governor’s Office) to recommend dismissal from the Board.
3. A majority of the Board members present – either at the designated meeting location or through video conferencing at other college facilities – shall be required for the passage of any motion, except where otherwise provided by law, the regulations and standards for New Jersey community colleges or by the provisions of these bylaws.
4. The Board Secretary records Trustee attendance and denotes if attendance is by phone, videoconference and in-person.