Rules

Constitution

Adopted on 12th December 2024.

1. Introductory rules

1.1 Name

Australian and New Zealand Industrial and Applied Mathematics, herein

to be referred to as ANZIAM, is a Division of the Australian Mathematical Society Incorporated.

The name of the society is `New Zealand Branch of ANZIAM Incorporated’ (in this Constitution referred to as the ‘Branch’).

1.2 Definitions

In this Constitution, unless the context requires otherwise, the following words and phrases have the following meanings:

‘Act’ means the Incorporated Societies Act 2022 or any Act which replaces it (including amendments to it from time to time), and any regulations made under the Act or under any Act which replaces it.

‘ANZIAM’ means Australian and New Zealand Industrial and Applied Mathematics.

‘Annual General Meeting’ means a meeting of the Members of the Branch held once per year which, among other things, will receive and consider reports on the Branch’s activities and finances.

‘Chair’ means the Officer responsible for chairing General Meetings and committee meetings, and who provides leadership for the Branch.

‘Executive Committee’ means the Branch’s governing body.

‘Constitution’ means the rules in this document.

‘Treasurer’ means the Officer who handles the Branch’s financial affairs.

‘General Meeting’ means either an Annual General Meeting or a Special General Meeting of the Members of the Branch.

‘Interested Member’ means a Member who is interested in a matter for any of the reasons set out in section 62 of the Act.

‘Interests Register’ means the register of interests of Officers, kept under this Constitution and as required by section 73 of the Act.

‘Matter’ means—

the Branch’s performance of its activities or exercise of its powers; or
an arrangement, agreement, or contract (a transaction) made or entered into, or proposed to be entered into, by the Branch.

‘Member’ means a person who has consented to become a Member of the Branch and has been properly admitted to the Branch who has not ceased to be a Member of the Branch.

‘Notice’ to Members includes any notice given by email, post, or courier.

‘Officer’ means a natural person who is a member of the Executive Committee.

‘Register of Members’ means the register of Members kept under this Constitution as required by section 79 of the Act.

‘Secretary’ means the Officer responsible for the matters specifically noted in this Constitution.

‘Special General Meeting’ means a meeting of the Members, other than an Annual General Meeting, called for a specific purpose or purposes.

‘Working Days’ mean as defined in the Legislation Act 2019. Examples of days that are not Working Days include, but are not limited to, the following — a Saturday, a Sunday, Waitangi Day, Good Friday, Easter Monday, ANZAC Day, the Sovereign’s birthday, Te Rā Aro ki a Matariki/Matariki Observance Day, and Labour Day.

1.3 Purposes

The objects of the Branch shall be

The promotion and extension of industrial and applied mathematics;
The promotion and extension of mathematics wherever appropriate; and in particular the interaction between mathematicians and workers in fields where mathematics is relevant;
The promotion and extension of the widest possible exchange of ideas and information concerning industrial and applied mathematics;
The promotion of regional mathematical activities within New Zealand; and
The promotion of international links.

In furtherance of the above objects, the Branch may:

Sponsor an Applied Mathematics Lecture at the annual New Zealand Mathematical Society Colloquium;
Facilitate and/or organise the ANZIAM Conference when appropriate;
Hold or participate in the holding of conferences, meetings, seminars, debates, lectures or other events;
Encourage research and investigation into industrial and applied mathematics by the award of grants, prizes or scholarships, by the giving of donations, by the collection, collation, publication or distribution of information of service or interest to Members, or by any other means, including the publication of journals;
Encourage mathematical education, and foster and stimulate the extension and development and application thereof, by any appropriate means;
Sponsor joint activities with other bodies concerned with fields where mathematics is relevant;
Sponsor joint activities with other mathematicians; and
Do any act reasonably incidental to or ancillary to the objects of the Branch.

1.4 Act and Regulations

Nothing in this Constitution authorises the Branch to do anything which contravenes or is inconsistent with the Act, any regulations made under the Act, or any other legislation.

1.5 Restrictions on Branch powers

The Branch must not be carried on for the financial gain of any of its members.

As a not-for-profit organisation, the Officers and Members may not receive any distributions of profit or income from it. This does not prevent Officers and Members:

receiving reimbursement of actual and reasonable expenses incurred, or
entering into any transactions with the Branch for goods or services supplied to or from them, which are at arm’s length, relative to what would occur between unrelated parties,

provided no Officer or Member is allowed to influence any such decision made by the Branch in respect of payments or transactions between it and them, their direct family or any associated entity.

The Branch’s capacity, rights, powers, and privileges under section 18 of the Act are subject to the following restrictions:

The Branch does not have the power to borrow money.

1.6 Contact person

The Branch shall have at least 1 but no more than 3 contact person(s) whom the Registrar can contact when needed.

The Branch’s contact person must be:

At least 18 years of age, and
Ordinarily resident in New Zealand.

The Secretary will act as the primary contact person.

Each contact person’s name must be provided to the Registrar of Incorporated Societies, along with their contact details, including:

a physical address or an electronic address, and
a telephone number.

Any change in that contact person or that person’s name or contact details shall be advised to the Registrar of Incorporated Societies within 20 Working Days of that change occurring, or the Branch becoming aware of the change.

2. Members

2.1 Minimum number of members

The Branch shall maintain the minimum number of Members required by the Act.

Every applicant for membership must consent in writing to becoming a Member. Membership can only be accepted by the Executive Committee of applicants who are also Members of the Australian Mathematical Society Incorporated or the New Zealand Mathematical Society Incorporated.

2.3 Becoming a member: process

An applicant for membership must complete an application form in the format prescribed from time to time by the Executive Committee, and pay an annual subscription.

2.4 Members' obligations and rights

Every Member shall provide the Branch in writing with that Member’s name and contact details (namely, physical or email address) and promptly advise the Branch in writing of any changes to those details.

All Members shall promote the interests and purposes of the Branch and shall do nothing to bring the Branch into disrepute.
A Member is only entitled to exercise the rights of membership (including attending and voting at General Meetings, accessing or using the Branch’s premises, facilities, equipment and other property, and participating in Branch activities) if all subscriptions and any other fees have been paid to the Branch by their respective due dates, but no Member is liable for an obligation of the Branch by reason only of being a Member.

2.5 Subscriptions and fees

The annual subscription fee to the Branch shall be fixed from time to time by ANZIAM.

Membership will cease if the annual fee has not been paid by the end of the year.

2.6 Ceasing to be a member

A Member ceases to be a Member—

by resignation of membership by written notice signed by that Member to the Executive Committee, or
on termination of a Member’s membership following a dispute resolution process under this Constitution, or
on death, or
by resolution of the Executive Committee where—

The Member has failed to pay a subscription due to the Branch within six calendar months of the due date for payment.
In the opinion of the Executive Committee the Member has brought the Branch into disrepute.

In that case membership will terminate from (as applicable)—

the date of receipt of the Member’s notice of resignation by the Executive Committee (or any subsequent date stated in the notice of resignation), or
the date of termination of the Member’s membership under this Constitution, or
the date of death of the Member, or
the date specified in a resolution of the Executive Committee and when a Member’s membership has been terminated the Executive Committee shall promptly notify the former Member in writing.

2.7 Obligations once membership has ceased

A Member who has ceased to be a Member under this Constitution—

remains liable to pay all subscription fees to the Branch’s next balance date,
shall cease to hold himself or herself out as a Member of the Branch, and
shall return to the Branch all material provided to Members by the Branch (including any membership certificate, badges, handbooks and manuals).
shall cease to be entitled to any of the rights of a Branch Member.

2.8 Becoming a member again

Any former Member may apply for re-admission in the manner prescribed for new applicants.

However, if a former Member’s membership was terminated following a disciplinary or dispute resolution process, the applicant may be re-admitted only by a resolution passed at a General Meeting on the recommendation of the Executive Committee.

3. General meetings

3.1 Procedures for all general meetings

The Executive Committee of the Branch shall organise as it sees fit such meetings, conferences and seminars in furtherance of the objects of the Branch.

The Executive Committee shall give all Members at least 10 Working Days’ written Notice of any General Meeting and of the business to be conducted at that General Meeting.

That Notice will be addressed to the Member at the contact address notified to the Branch and recorded in the Branch’s register of members. The General Meeting and its business will not be invalidated simply because one or more Members do not receive the Notice of the General Meeting.

Only financial Members may attend, speak and vote at General Meetings—

in person, or
by a signed original written proxy (an email or copy not being acceptable) in favour of some individual entitled to be present at the meeting and received by, or handed to, the Secretary before the commencement of the General Meeting, and
no other proxy voting shall be permitted.

No General Meeting may be held unless at least 15 eligible financial Members attend throughout the meeting, and this will constitute a quorum.

If, within half an hour after the time appointed for a meeting a quorum is not present, the meeting – if convened upon request of Members – shall be dissolved. In any other case it shall stand adjourned to a day, time and place determined by the Chair of the Branch, and if at such adjourned meeting a quorum is not present those Members present in person or by proxy shall be deemed to constitute a sufficient quorum.

A Member is entitled to exercise one vote on any motion at a General Meeting in person or by proxy, and voting at a General Meeting shall be by voices or by show of hands or, on demand of the chairperson or of 2 or more Members present, by secret ballot.

Unless otherwise required by this Constitution, all questions shall be decided by a simple majority of those in attendance in person or by proxy and voting at a General Meeting or voting by remote ballot.

Any decisions made when a quorum is not present are not valid.

All General Meetings shall be chaired by the Chair.
Any person chairing a General Meeting has a deliberative and, in the event of a tied vote, a casting vote.

Any person chairing a General Meeting may—

With the consent of a simple majority of Members present at any General Meeting adjourn the General Meeting from time to time and from place to place but no business shall be transacted at any adjourned General Meeting other than the business left unfinished at the meeting from which the adjournment took place.
Direct that any person not entitled to be present at the General Meeting, or obstructing the business of the General Meeting, or behaving in a disorderly manner, or being abusive, or failing to abide by the directions of the chairperson be removed from the General Meeting, and
In the absence of a quorum or in the case of emergency, adjourn the General Meeting or declare it closed.

Any Member may request that a motion be voted on (‘Member’s Motion’) at a General Meeting, by giving notice to the Secretary or Executive Committee at least 5 Working Days before that meeting. The Member may also provide information in support of the motion (‘Member’s Information’). If notice of the motion is given to the Secretary or Executive Committee before written notice of the General Meeting is given to Members, notice of the motion shall be provided to Members with the written notice of the General Meeting.

3.2 Minutes

The Branch must keep minutes of all General Meetings.

3.3 Annual General Meetings: when they will be held

An Annual General Meeting shall be held once a year on a date and at a location and/or using any electronic communication determined by the Executive Committee and consistent with any requirements in the Act, and the Constitution relating to the procedure to be followed at General Meetings shall apply.

The Branch Annual General Meeting shall be held during the Annual New Zealand Mathematical Society Colloquium. If there shall be no New Zealand Mathematical Society Colloquium in any calendar year or more than one such Colloquium, the Executive Committee of the Branch shall determine the timing of all actions which are required in this Constitution to depend on that Colloquium, notwithstanding anything contained in this Constitution.

The Annual General Meeting must be held no later than the earlier of the following—

6 months after the balance date of the Branch
15 months after the previous annual meeting.

3.4 Annual General Meetings: business

The business of an Annual General Meeting shall be to—

confirm the minutes of the last Annual General Meeting and any Special General Meeting(s) held since the last Annual General Meeting,
adopt the annual report on the operations and affairs of the Branch,
adopt the Executive Committee’s report on the finances of the Branch, and the annual financial statements,
To elect members of Executive Committee,
consider any motions of which prior notice has been given to Members with notice of the Meeting, and
consider any general business.

The Executive Committee must, at each Annual General Meeting, present the following information—

an annual report on the operation and affairs of the Branch during the most recently completed accounting period,
the annual financial statements for that period, and
notice of any disclosures of conflicts of interest made by Officers during that period (including a summary of the matters, or types of matters, to which those disclosures relate).

3.5 Special General Meetings

Special General Meetings may be called at any time by the Executive Committee by resolution.

The Executive Committee must call a Special General Meeting if it receives a written request signed by at least 15 Members.

Any resolution or written request must state the business that the Special General Meeting is to deal with.

The rules in this Constitution relating to the procedure to be followed at General Meetings shall apply to a Special General Meeting, and a Special General Meeting shall only consider and deal with the business specified in the Executive Committee’s resolution or the written request by Members for the Meeting.

Where 50 per cent or more of Officers are prevented from voting on a Matter because they are interested in that Matter, a Special General Meeting must be called to consider and determine the Matter in accordance with the Conflict of Interest Policy of the Society.

4. Executive Committee

4.1 Executive Committee composition

The Executive Committee shall be the governing body of the Branch and all its Officers shall be elected by the Members of the Branch according to this Constitution.

The Executive Committee shall consist of:

The Chair
The Secretary
The Treasurer
Not more than five further elected Members, called Ordinary Members of the Executive Committee.
The Chair of ANZIAM or his or her nominee from the membership of ANZIAM who shall be an ex-officio member of the Executive Committee.

All elected members of the Executive Committee shall be Members of the Branch.

4.2 Functions of the Executive Committee

From the end of each Annual General Meeting until the end of the next, the Branch shall be managed by, or under the direction or supervision of, the Executive Committee, in accordance with the Incorporated Societies Act 2022, any Regulations made under that Act, and this Constitution.

The Executive Committee shall manage the business of the Branch and shall act to further the purposes of the Branch.

The Chair or a member nominated by the Chair shall preside at all meetings of the Executive Committee. Half of the Executive Committee shall constitute a quorum. The Chair shall prepare the annual report on the activities of the Branch.

The Secretary shall keep a record of the activities of the Branch and the Executive Committee, shall be responsible for the conduct of Ballots (as defined in Section 6.3, item 7), and shall do all such things for the use and services of the Branch as appertain to the office of Secretary. The Secretary shall annually submit the Chair and Treasurer reports to the Executive Committee of ANZIAM.

The Treasurer shall collect and receive all funds on account of the Branch and shall deposit the same in an interest–bearing Society Account established in the name of the Branch. Payments from this Account shall be made with the authority of the Treasurer and one other person nominated by the Committee. All investment of funds must be approved by the Executive Committee of the Branch. The Treasurer shall keep true accounts of the sums of money received and expended by the Branch, shall annually prepare a financial statement and submit it to the Register of Incorporated Societies once it has been approved at the Branch Annual General Meeting. The annual financial statement shall be made available to any Member of the Branch on request.

4.3 Powers of the Executive Committee

The Executive Committee has all the powers necessary for managing — and for directing and supervising the management of — the operation and affairs of the Branch, subject to such modifications, exceptions, or limitations as are contained in the Act or in this Constitution.

The Executive Committee shall determine the policies of the Branch and shall supervise the affairs of the Branch according to such by-laws as the Executive Committee may adopt. A by-law or amendment or repeal thereof shall come into effect 30 days after notification to the membership in a publication of the Branch or otherwise in writing, unless during this 30-day period 15 members of the Branch shall so petition and the by-law or amendment or repeal thereof shall then be submitted to a vote of the membership and shall not come into effect unless approved by a majority of those voting. However, this restriction shall not apply to those by-laws adopted by the time this Constitution is first ratified.

5. Executive Committee meetings

Procedure

The Executive Committee shall meet if requested by the Chair or at least three members of Executive Committee. Members of the Executive Committee shall be notified at least one week before any such Executive Committee meeting.

Half of the Executive Committee shall constitute a quorum, provided at least one of the members present shall be the Chair. Meetings of the Executive Committee shall normally be chaired by the Chair. All matters at Executive Committee meetings shall be decided by a majority vote of members of Executive Committee present and voting. In the case of a deadlock, the Chair shall have a casting vote.

A meeting of the Executive Committee may be held either—

by a number of the members of the Executive Committee who constitute a quorum, being assembled together at the place, date and time appointed for the meeting; or
by means of audio link, audiovisual link, or other electronic communication by which all members of the Executive Committee participating and constituting a quorum can simultaneously hear each other throughout the meeting.

A resolution of the Executive Committee is passed at any meeting of the Executive Committee if a majority of the votes cast on it are in favour of the resolution. Every Officer on the Executive Committee shall have one vote.

Except as otherwise provided in this Constitution, the Executive Committee may regulate its own procedure.

6. Officers

6.1 Qualifications of officers

Every Officer must be a natural person who—

has consented in writing to be an officer of the Branch, and
certifies that they are not disqualified from being elected or appointed or otherwise holding office as an Officer of the Branch either by this Constitution or the Act.

Officers must not be disqualified under section 47(3) of the Act from being appointed or holding office as an Officer of the Branch.

6.2 Officers' duties

At all times each Officer:

shall act in good faith and in what he or she believes to be the best interests of the Branch,
must exercise all powers for a proper purpose,
must not act, or agree to the Branch acting, in a manner that contravenes the Act or this Constitution,
when exercising powers or performing duties as an Officer, must exercise the care and diligence that a reasonable person with the same responsibilities would exercise in the same circumstances taking into account, but without limitation:
- the nature of the Branch,
- the nature of the decision, and
- the position of the Officer and the nature of the responsibilities undertaken by him or her.
must not agree to the activities of the Branch being carried on in a manner likely to create a substantial risk of serious loss to the Branch or to the Branch’s creditors, or cause or allow the activities of the Branch to be carried on in a manner likely to create a substantial risk of serious loss to the Branch or to the Branch’s creditors, and
must not agree to the Branch incurring an obligation unless he or she believes at that time on reasonable grounds that the Branch will be able to perform the obligation when it is required to do so.

6.3 Election or appointment of officers

Prior to election or appointment as an Officer, a person must satisfy the `Qualifications of Officers’ rule in Clause 6.1.

The election of Officers shall be conducted as follows.

Officers shall be elected during Annual General Meetings. Vacant positions on the Executive Committee of the Branch shall be filled annually by a Ballot (as defined below in item 7).
Nominations for any or all of the Officers and other positions to be filled may be made by any two Members who are entitled to vote at the ensuing election, provided that the persons nominated are entitled to vote at the ensuing election.
A candidate’s written nomination, accompanied by the written consent of the nominee with a certificate that the nominee is not disqualified from being appointed or holding office as an Officer (as described in the ‘Qualification of Officers’ rule in Clause 6.1) shall be received by the Branch at least 5 Working Days before the date of the Annual General Meeting. If there are insufficient valid nominations received, further nominations may be received from the floor at the Annual General Meeting.
If only one person has been nominated for any of the Officers of the Branch that person shall be declared elected unopposed. Likewise, if five or fewer persons have been validly nominated for Ordinary Membership of the Executive Committee they shall be declared elected unopposed.
In the event of a contested position, Elections shall be held by a Ballot (as defined below in item 7) at or before the Branch Annual General Meeting of the current year. If the Secretary is unable to act as the Returning Officer for the Ballot, then the Returning Officer will be appointed by the Executive Committee.
The Returning Officer shall give written notice of the call for nominations for positions on the Executive Committee. This notification shall be given at the same time as the last notice for the Branch Annual General Meeting.
A Ballot shall be a vote at a Branch meeting at which a minimum of 15 Members are present, or an electronic vote by Members of the Branch or a postal vote by Members of the Branch. For electronic and postal Ballots at least 15 votes must be received.
Each Member who is entitled to vote shall have just one vote in respect of each office and each seat to be filled.
The Member who received the highest number of votes for each single office shall be declared elected, and those Members who receive the highest numbers of votes for Ordinary Members of the Executive Committee, shall be declared elected.
Persons elected as Officers or Ordinary Members of the Executive Committee shall normally take up their respective positions immediately after the Branch Annual General Meeting.
The Executive Committee shall decide whether to fill casual vacancies among its Officers, should they occur. Such vacancies shall be filled by appointment by the Executive Committee. The Officer thus appointed shall hold office until the next Annual General Meeting.
If all positions on the Executive Committee remain vacant by December 31 of any year, the Executive Committee of ANZIAM shall intervene and take whatever action it deems appropriate.

6.4 Term

The term of service for all members elected to the Executive Committee shall be three years, with the position(s) declared vacant at the time of the Branch Annual General Meeting held in that third year of service.

No Chair shall serve for more than one consecutive term. All other members may be available for re-election.

6.5 Removal of officers

An Officer shall be removed as an Officer by resolution of the Executive Committee or the Branch where in the opinion of the Executive Committee or the Branch—

The Officer has brought the Branch into disrepute.
The Officer has failed to disclose a conflict of interest.
The Executive Committee passes a vote of no confidence in the Officer.

with effect from (as applicable) the date specified in a resolution of the Executive Committee or Branch.

An Officer ceases to hold office if the person—

Resigns.
Is removed as an Officer as provided for above.
Becomes disqualified from being an Officer under section 47(3) of the Act.
Dies.
Otherwise vacates office in accordance with this Constitution.

6.6 Conflicts of interest

Conflicts of interest are dealt with by the provisions of the Act and the Conflict of Interest Policy of the Branch.

7. Records

7.1 Register of Members

The Branch shall keep an up-to-date Register of Members.

For each current Member, the information contained in the Register of Members shall include—

Their name, and
The date on which they became a Member (if there is no record of the date they joined, this date will be recorded as ‘Unknown’), and
Their contact details, including a physical address or an electronic address.

The register will also include each Member’s—

email address (if any)

whether the Member is financial or unfinancial.

Every current Member shall promptly advise the Branch of any change of the Member’s contact details.

The Branch shall also keep a record of the former Members of the Branch. For each Member who ceased to be a Member within the previous 7 years, the Branch will record:

The former Member's name, and
The date the former Member ceased to be a Member.

7.2 Interests Register

The Executive Committee shall at all times maintain an up-to-date register of the interests disclosed by Officers and by members of any sub-committee.

7.3 Access to information for members

Access to information for members is dealt with by the provisions of the Act and the Access to Information for Members Policy of the Branch.

8. Finances

8.1 Control and management

The funds and property of the Branch shall be—

controlled, invested and disposed of by the Executive Committee, subject to this Constitution, and
devoted solely to the promotion of the purposes of the Branch.

The Executive Committee shall maintain bank accounts in the name of the Branch.

All money received on account of the Branch shall be banked within 10 Working Days of receipt.

All accounts paid or for payment shall be submitted to the Executive Committee for approval of payment.

The Executive Committee must ensure that there are kept at all times accounting records that—

correctly record the transactions of the Branch, and
allow the Branch to produce financial statements that comply with the requirements of the Act.

The Executive Committee must establish and maintain a satisfactory system of control of the Branch's accounting records.

The accounting records must be kept in written form or in a form or manner that is easily accessible and convertible into written form. And the accounting records must be kept for the current accounting period and for the last 7 completed accounting periods of the Branch.

8.2 Balance date

The Branch's financial year shall commence on 1^st of November of each year and end on the 31^st of October (the latter date being the Branch’s balance date).

9. Dispute resolution

Any disputes are covered by the Branch’s Dispute Resolution Policy and Procedures which align with the provisions of the Act.

10. Liquidation and removal from the register

Surplus assets

If upon winding up or dissolution of the Branch there remains after the satisfaction of all its debts and liabilities any property whatsoever, any such surplus funds or assets shall not be paid or distributed to any Members or individuals but shall be:

applied to a purpose in line with the Branch’s objects, or
given or transferred to another not-for-profit society or body having objects similar to those of the Branch, within New Zealand.

11. Alterations to the constitution

All amendments must be made in accordance with this Constitution. Any minor or technical amendments shall be notified to Members as outlined in section 31 of the Act.

No addition to, deletion from, or alteration of the Branch’s rules shall be made that would allow personal pecuniary profits to any individuals.

If no objection from a Member is received within 20 Working Days after the date on which the notice is sent, the amendment is approved. If such an objection is received, the amendment is not approved.

Every amendment and/or replacement of the Constitution must be in writing.

Any proposed resolution to amend this Constitution shall be decided at a General Meeting by a two-thirds majority in a Ballot of those Members present and voting. All decisions made as the result of this Ballot shall be subject to approval by ANZIAM.

The Executive Committee has the power to propose an amendment or replacement of the Constitution.

All Members shall be given at least 20 Working Days’ notice of the proposed amendment, the reasons for the proposal, and any recommendations the Executive Committee has.

When an amendment is approved in a Ballot it shall be notified to the Registrar of Incorporated Societies in the form and manner specified in the Act for registration, and shall take effect from the date of registration.

12. Method of contracting

A contract or other enforceable obligation may be entered into by the Branch as follows:

An obligation that, if entered into by a natural person, would, by law, be required to be by deed may be entered into on behalf of the Branch in writing signed under the name of the Branch by the Chair and one other Officer of the Branch.
An obligation that, if entered into by a natural person, is, by law, required to be in writing may be entered into on behalf of the Branch in writing by the Chair acting under the Branch’s express or implied authority.
An obligation that, if entered into by a natural person, is not, by law, required to be in writing may be entered into on behalf of the Branch in writing or orally by the Chair acting under the Branch’s express or implied authority.