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THE NEWSLETTER FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES
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APRIL 2016 |
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Dear ,
 If you haven't already done so, there is still time for you to register at the Early Bird Price for the 18th Annual CSCS Conference: Governance in Focus, August 21-24th 2016, at the Fairmont Chateau Whistler in Whistler BC.
The CSCS Conference is the Premier Annual Corporate Governance Event in Canada. This year's event will feature three days of discussions on top of mind issues on the evolving corporate governance landscape and invaluable networking. This event is not to be missed! This year our content is themed around three streams:
Leading Practices in Governance, The Board and the Corporate Secretary; Critical Issues in Governance.
The event attracts over 350 attendees including corporate secretaries and governance professionals, senior level executives and managers from organizations large and small, and across all sectors in Canada. We are pleased to offer a very hard-hitting program with multiple breakout options, roundtable discussions, mini-workshops, hard-hitting keynote and plenary sessions, the industry's top service and product providers assembled in our exhibitor hall, and social events to maximize networking AND fun.
Plenary and keynote sessions include:
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Chair's Panel on The evolving role of the Corporate Secretary
Moderator:
Carol Hansell, Founder and Senior Partner, Hansell LLP;
Panelists:
Mary Jordan, Chair, Vancouver Airport Authority; Dick Auchinleck, Chairman, Telus; Margie Marikh, Former Chair, Mountain Equipment Co-op
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Guidance for Boards on Cybersecurity and Information Governance: What Can Organizations do to Get Cyber Ready
Speakers:
Robert Gordon, Executive Director, Canadian Cyber Threat Exchange (CCTX); Ryan Kazanciyan, Chief Security Architect, Tanium; Joan Conley, Senior Vice-President and Corporate Secretary, Nasdaq OMX Group Inc.
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Key Trends and Update in Corporate Governance Best Practices
Speakers:
Christopher Chen, National Director, Total Rewards, Korn Ferry Hay Group
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Master Class in Ethics: Striking a Balance Between Rules and Principles
Panelists:
Andrew Fastow, former Chief Financial Officer, Enron Corporation; Dr. Richard Leblanc, Associate Professor, Law, Governance & Ethics, Faculty of Liberal Arts & Professional Studies, York University; Mike Garvey, FCPA, FCA, ICD.D, Chairman Kelvin Storage Inc; Errol Mendes, Professor, Faculty of Law, University of Ottawa
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Board and Director Effectiveness: Challenges, Practices and Principles That are Shaping Today's Boardroom
Panelists:
David Beatty, Professor, The Rotman School of Management and Conway Director, Clarkson Centre for Business Ethics and Board Effectiveness; Peter Dey, Chair, Paradigm Capital Inc; Anna Tudela, VP, Diversity, Regulatory Affairs & Corporate Secretary, Goldcorp Inc
Check out the complete conference agenda
here
for more details on the exciting program and the great speakers we have lined up!
This event is not only intensely engaging and informative but is also known for its ability to connect like-minded professionals in governance and offer excellent networking opportunities built in throughout the program. We also attract the top corporate governance service and product suppliers to provide our delegates with the rare chance to meet and converse with all of their key providers under one roof, on our exhibitor floor or throughout the conference.
I look forward to seeing you in Whistler in August!
Sincerely,
Lynn Beauregard
President
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Conference and sponsorship update
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Bundle your conference and membership registrations and SAVE!!!
By registering for membership before purchasing your conference
registration, you will save MORE than the cost of your membership! You essentially become a CSCS member at no charge by combining the two and still save!
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Non-member early-bird registration =
$1,835
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VS :
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Member early-bird registration $1,265 + CSCS membership
$495 = $1,760
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A Combined Savings of: $75
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Join CSCS today by clicking here
Tina Hutchinson
Director, Conference & Sponsorship
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Become a CSCS Sponsor
Get more involved with the governance community year-round and gain better access and visibility for your organization's brand and services with CSCS members. Capitalize on our networking opportunities, gain valuable face-to-face time with the governance professional community and access the influencers and decision makers in your market. Become a CSCS sponsor or partner today!
Check out the complete Annual Sponsorship and Partnership Package
click here.
Tina Hutchinson
Director, Conference & Sponsorship
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2016 EXCELLENCE IN GOVERNANCE AWARDS
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| Nominations for the 4th annual Excellence in Governance Awards (EG Awards) opened March 1st!
This is your chance to be recognized for your organization's successes in governance, or to nominate another organization.
The deadline for nominations is May 31, 2016 and the shortlist of finalists will be announced in early July. The winners of the EG Awards will be announced and celebrated at a dinner and awards ceremony on the evening of November 15th inToronto. For more information on the awards, the categories, criteria and judges, click here. To learn more about last year's winners and the reasons why the judges chose these organizations, download the 2015 Judges' Report.
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Webinar - Tips & Tricks to Better Prepare Board Meeting Material
Preparing and distributing your board meeting materials does not need to be a time-consuming, laborious process. Electronic board portals can drastically transform the way board materials are produced and consumed.
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| Webinar, 10 May 2016 |
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Toronto Corporate Governance Exchange
Join leading industry experts and a community of senior-level, in-house governance professionals to discuss the most important issues effecting public issuer company directors and executives. This highly interactive program brings together board directors, corporate secretaries, general counsels, institutional investors and highly respected corporate advisors in a day of discussions, networking and peer exchange.
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| Toronto, 18 May 2016 |
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Governance Essentials for the Corporate Secretary - 2 day Seminar
This two-day seminar is a great way to get up to speed or to expand your corporate secretariat skill set. It will examine the responsibilities, roles and accountabilities of the corporate secretary's position, explore best practices and provide practical solutions to current governance challenges. This session will be of great benefit to you if you are new to the profession or provide a great refresher and updates to someone responsible for governance processes and/or compliance processes in your organization.
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| Calgary, 30 - 31 May 2016 | Toronto, 14 - 15 November 2016 |
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CSCS Need Your Input on a New Governance Certification Program
In response to requests from our members, the Canadian Society of Corporate Secretaries (CSCS) is considering offering a Governance Certification Program (GCP). This program would be designed to provide the core knowledge and skills that enable governance professionals in Canada to perform their roles and to steer the governance and accountability functions in their organization more effectively.
CSCS needs your input. Please respond by May 15th and your name will be entered in a draw for one of 5 complimentary copies of The Handbook of Board Governance: A Comprehensive Guide for Public, Private and Not for Profit Board Members. (Value: $75.00 USD)
The Handbook of Board Governance provides comprehensive, expert-led coverage of all aspects of corporate governance for public, non-profit, and private boards. Written by collaboration among subject matter experts (editor: Richard Leblanc), this book combines academic rigor and practitioner experience to provide thorough guidance and deep insight.
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Welcome New CSCS Members!
It is with great pleasure that the Canadian Society of Corporate Secretaries (CSCS) acknowledges and thanks the following people for joining or rejoining the Society in the last 31 days.
With the support and participation of members like you, CSCS is able to be a nationally recognized leader for information, education, advocacy and best practices in the field of corporate governance.
Welcome to the Society, and thank you!
- Ana Kos, Corporate Services Coordinator, Goldcorp Inc, Vancouver BC
- David Meldrum, AVP Legal / Corporate Secretary, Credit Union Central of Saskatchewan, Regina SK
- John Noonan, President, John F. Noonan & Associates, North Vancouver BC
- Yvonne Phinith, Assistant Corporate Secretary, Great Canadian Gaming Corporation, Coquitlam BC
- Jessica Shum, Associate, Canada Pension Plan Investment Board, Toronto, ON
- Paul Skelhorne, AVP Governance and Corporate Strategy, First West Credit Union, Penticton BC
- Kato Thompson, Director, Corporate Compliance, CAS Corporate Governance Services, Calgary AB
- Jodi Wilson, Manager, Legal Services and Contracts, ARC Resources Ltd, Calgary AB
Pamela Smith
Director, Membership and Administration
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| As a CSCS Member, you will have access to:
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A community of like-minded governance professionals
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A network of key governance products, services and solution providers
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Access to and discounts for CSCS professional development, education sessions and webinars throughout the year, including the leading annual conference on corporate governance best practices in Canada (this year's event will be held in Whistler, BC August 21-24, 2016)
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Practical resources and guidance on best practices in good governance for their organization
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Monthly electronic newsletter 'Governance Matters' and briefing on the latest developments in governance in Canada and internationally
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Updates on the latest regulatory developments and their impact, as well as a voice in the consultation process through CSCS
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Preferential access to practical, professional development activities offered by various like-minded partners in Canada and internationally
And, we are the voice of corporate secretaries and governance professionals in Canada
If you have any questions or require further information, do not hesitate to call at 416-921-5449, or 1-800-774-2850, ext 303, or email us at [email protected]. |
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Annual Membership Dues
The membership fees, in Canadian dollars, are as follows (plus applicable taxes):
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| Visit our website - www.cscs.org - to learn more about CSCS membership and membership benefits. |
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REINSTATE YOUR MEMBERSHIP TODAY
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| If you were previously a member of CSCS, we invite you to reinstate your membership. You will only be responsible for paying the current year's dues, and the date you reinstate your membership will be considered your join date. No reinstatement fee will apply. Take advantage of this offer today by emailing us at [email protected]. |
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Membership renewal notices
Membership renewal notices are sent out 2 months prior to your anniversary date.
If you haven't received your notice, or have questions about your membership, renewal payment or require a credit card authorization form, contact Pamela Smith at the CSCS office.
Take advantage of the CSCS' flexible and green option of online renewal by:
- Logging on to your profile at http://www.cscs.org/Content/Members/MemberProfile.aspx with your email and password. Can't remember your password? Reset it here http://www.cscs.org/Sys/ForgottenPasswordRequest;
- Following suggested actions on your profile screen; and
- Reviewing all information in your profile and revising as required
If there are changes in your contact details, we would like to remind you to please update your membership profile online so that we can make certain that you receive your renewal notice and any other CSCS membership communication.
Thank you for your continued support of CSCS. |
Do you have a question you need an answer to? Looking for best practices? Our Request for Assistance service is an easy way to receive information from your peers. Below are some recent requests. Your response will be appreciated.
By-laws and revisions
Two years ago we passed By-law #1A to amend By-Law #1. I refer to both now, and provide both to our directors, but it means that you have to check two documents on every question and has the possibility for error. Is it acceptable to create one merged document? If so, do I need to indicate this -- e.g. By-Law #1, incorporating amendments from By-Law #1A as of June 25, 2015?.
Board Diversity Policy
We (A medium size not-for-profit) plan to put a formal Board Diversity Policy in place this year. Do members have diversity policies that they would be willing to share? Thanks so much.
Secure Real-time On-Line Remote AGM Voting on Resolutions
Being a national regulatory and licensing authority with members scattered across Canada, and some even based internationally, we stream our Annual General Meeting of Members over the internet via a password-protected members' log-in to our website. Some members who cannot attend in-person resent using a proxy form to express their wishes on the various resolutions being presented to the assembly, and have asked us to explore the possibility of live real-time on-line voting for those at in a different city watching the meeting.
QUESTION: Does anyone know of a live real-time remote voting software solution that is SECURE (so we are guaranteed that only bona fide members are voting, and only voting once) as resolutions are being presented during the AGM? All solutions offered to us so far do not guarantee on-line voter integrity which is the sticking point since the providers admit one person could vote several times on a resolution simply by using multiple phones and/or laptops.
To Respond:
Please submit your response by going to CSCS Forum.
If you wish to remain anonymous, click here for instruction on how to manage your privacy setting.
To view responses to previous Request for Assistance, please click here or login and click on Members Only Section > Request for Assistance Responses.
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| New Canadian exempt market reporting requirements to be effective June 30 |
| Norton Rose Fulbright LLP
Dealers and issuers, including foreign issuers and international dealers, involved in private placement transactions that access the Canadian exempt market should be aware that on June 30, 2016, new rules will come into force regarding the reporting of certain private placements. Currently the Canadian reporting requirements require Form 45-106F1 to be filed in all Canadian jurisdictions except British Columbia, where Form 45-106F6 must be filed. |
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| Canadian Securities Regulators provide guidance for making prospectus-exempt market offering and disclosure filings on SEDAR |
Canadian Securities Administrators
Calgary - Members of the Canadian Securities Administrators (CSA), except for the British Columbia Securities Commission and the Ontario Securities Commission, have published guidance related to amendments to National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR) and Multilateral Instrument 13-102 System Fees for SEDAR and NRD. |
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| Changes to Canada's Integrity Regime for Public Procurement Create Onerous New Reporting Requirement |
Bennett Jones LLP
On April 4, 2016, Public Works and Government Services Canada (Public Works), the procurement arm of the Canadian federal government, announced amendments to rules, known as the Integrity Regime, governing the eligibility of suppliers to enter into contracts and real property agreements with the Government of Canada. The Integrity Regime is intended to foster ethical business practices and reduce the risk of Canada entering into contracts with suppliers convicted of an offence linked to unethical business conduct. This update provides an overview of the Integrity Regime and highlights the recent changes. |
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| BC Court of Appeal affirms broad jurisdiction of securities regulator |
Norton Rose Fulbright LLP
A recent British Columbia Court of Appeal decision confirms the broad reach of provincial securities regulators to sanction conduct targeting non-residents.
In McCabe v British Columbia (Securities Commission),1 the court affirmed the jurisdiction of the British Columbia Securities Commission (the Commission) to sanction a British Columbia resident for making misrepresentations in documents distributed exclusively to residents in the United States. |
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| Canadian Securities Regulators Seek Comment on Proposed Proxy Voting Protocols |
Canadian Securities Administrators
Toronto - Canadian Securities Administrators (CSA) today published CSA Multilateral Staff Notice 54-304 Final Report on Review of the Proxy Voting Infrastructure and Request for Comments on Proposed Meeting Vote Reconciliation Protocols. Among other things, the Notice seeks comment on proposed protocols containing CSA staff expectations and guidance for improving the processes involved in the tabulation of proxy votes. |
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| Canadian Securities Regulators Publish Amendments to Order Protection Rule |
Canadian Securities Administrators
Toronto - The Canadian Securities Administrators (CSA) today published final amendments to National Instrument 23-101 Trading Rules and its companion policy. The amendments adjust the order protection rule (OPR) framework to address inefficiencies and respond to market developments. |
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| Enterprise risk management: New risks, new approach |
Grant Thornton LLP
The risks facing your business are evolving-and accumulating-at a breakneck pace. In today's increasingly interconnected world, safeguarding your organization from such risks as IT security threats, economic volatility and corrupt business practices is only the first step. You also need to make sure each member of your organization is playing their part in mitigating and managing risk effectively, in accordance with regulatory requirements. |
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Stay Connected
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CANADIAN SOCIETY OF CORPORATE SECRETARIES
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Tips & Tricks to Better Prepare Board Meeting Material
Webinar, April 21, 2016 |
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Toronto Corporate Governance Exchange
Toronto, May 18, 2016 |
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Governance Essentials for the Corporate Secretary - 2 day Seminar
Calgary, May 30-31, 2016 | Toronto, November 14-15, 2016 |
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| For complete list of CSCS events click here |
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| The CSCS Annual Sponsorship Package has a new, updated look this year. We've added more visibility levels and expanded on the value for each opportunity. The package still includes the Excellence in Governance Awards, Annual conference, professional development, website, e-newsletter and a few other opportunities.
Talk to us about customizing your own bundle!
For the complete 2015 Annual Sponsorship package, click here.
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| Are you interested in advertising your product, service and/or business to the CSCS market.
Our website and monthly
e-newsletter both offer the opportunity to reach our targeted market. Contact any one of the CSCS staff members to discuss your options today! |
| Do you have a career opportunity that you would like to share with our readers? Click here for more details |
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| Recent Job Postings:- |
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Assistant Corporate Secretary (Board Committees) & Corporate Governance
TD Legal
Corporate Secretary
Genome Prairie
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Please login to www.cscs.org to view all the Job Postings. |
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David Masse
(Chairman of the Board)
Toronto, ON |
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Janis McKenzie
(Treasurer)
Brampton, ON |
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Mary D. Batoff
President and Chief Executive Officer
First Uranium Corporation
Toronto, ON |
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Carmel Bellamy
(Chair, Membership Committee)
Corporate Secretary and Sr. Director, Governance, Member & Co-operative Relations
The Co-operators Group Limited
Guelph, ON |
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Brigitte Catellier
Vice President & Corporate Secretary
Sun Life Financial Inc.
Toronto, ON |
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Misti Christensen
(Chair, Governance and Nominations Committee)
Manager Governance and Assistant Secretary
Nexen Energy ULC
Calgary, AB |
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Margaret (Meg) Comiskey
Manager, Policy and Research and Assistant Corporate Secretary
Vancouver Airport Authority
Vancouver, BC |
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Alain Dussault
(Chair, 2016 Conference Planning Committee)
Lawyer, Corporate Secretary's Office
Canadian National Railway Company
Montreal, QC |
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Glenn Keeling
(Chair, Sponsorship Engagement Committee)
Sr. Partner, Executive Compensation & Governance Global Governance Advisors
Toronto, ON |
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Sally Maziarz
Assistant Corporate Secretary
EPCOR Utilities Inc.
Edmonton, AB |
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Lynn Beauregard
(President)
Canadian Society of Corporate Secretaries
Toronto, ON |
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| About CSCS The Canadian Society of Corporate Secretaries (CSCS) is the voice of corporate secretaries and governance professionals in Canada. Members deal with disclosure and matters affecting corporate governance, including the structure and meetings of the board of directors and its committees, the proxy process and annual meetings. As such, CSCS strives to provide valuable and timely information on recent changes and developments which affect our members, via our website (www.cscs.org) and our monthly e-newsletter.
Our members include professionals with titles such as Corporate Secretary, Manager Corporate Governance, General Counsel, Chief Compliance Officer, VP Regulatory Affairs, Associate Corporate Secretary, and Board Administrator. Mission Statement The promotion and advancement of effective governance and corporate secretarial practice in organizations in the private, public, not-for-profit and other sectors through the continued development and application of governance and corporate secretaryship best practices. |
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This e-newsletter is issued monthly to all CSCS members. Non-members may also subscribe and receive the newsletter without access to member only content.
If you have comments or wish to contribute material to this newsletter, please e-mail us at
[email protected]
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