Tax-Exempt Organizations and Political Activity
As the 2024 election nears, now is a good time for your tax-exempt organization to review the rules and regulations regarding political activity.
A 501(c)(3) tax-exempt organization can engage in limited amounts of political activity so long as it remains nonpartisan, and it may also engage in legislative lobbying provided it is not a substantial amount of activity. These limitations also extend to grantee organizations that receive grant money from a 501(c)(3) organization, including 501(c)(4) organizations and fiscal sponsors.
501(c)(3) Grants and Fiscal Sponsors
When a 501(c)(3) makes grants or fiscally sponsors another organization, the funds dispersed are restricted for use to exclusively engage in the specific charitable, education, or other permissible activities under Section 501(c)(3) of the Internal Revenue Code (the “Code”.) Once the 501(c)(3) disburses any funds, it must receive reports or other documentation showing that this requirement has been honored so it does not jeopardize its tax-exempt status.
Political Activity
Under section 501(c)(3) of the Code, a tax-exempt organization must NOT participate in or intervene in any political campaign on behalf of (or in opposition to) a candidate for public office, nor publishing or distributing statements of the kind. A 501(c)(3) organization may, however, take positions on public policy issues, which include issues that divide candidates, so long as the organization avoids any advocacy issues that function as a political campaign intervention. Any “political” agitation either director or indirect is enough to revoke an organization’s tax-exempt status because that would cause the organization’s activity to fall outside it’s exclusively charitable purposes.
It is important that a 501(c)(3) organization take extra caution in their communication because even if a statement does not expressly tell an audience to vote for or against a specific candidate, a tax-exempt organization delivering the statement is at risk of violating political campaign intervention prohibited activity if there is any message factoring a candidate.
A 501(c)(3) organization can participate in specific voter education political activity so long as it remains neutral and nonpartisan.
If an organization posts something on its website that favors or opposes a candid for public office, the organization will be treated the same as if it is distributing printed materials or oral statements. A tax-exempt organization is responsible for the links that are on its website. When an organization establishes a link to another website, the organization is responsible for the consequences of establishing and maintaining that link, even if that organization does not have control over the content of the linked site. Be mindful of any links on your website that may may lead to prohibited political activity.
Lobbying Activity
A 501(c)(3) may engage in lobbying, which includes carrying out propaganda or otherwise attempting to influence legislation, so long as it does not constitute a substantial amount of the organization’s activity. Despite this limitation, the following activities are allowed and not counted toward the organization’s lobbying limits:
- making available the results of a nonpartisan analysis,
- providing technical advice or assistance to a governmental body, appearances before, or communication to a legislative body with respect to a possible decision which might affect the existence of the organization,
- communication between tax-exempt organization and its bona fide members with respect to legislation or proposed legislation, and
- any communication with a government official or employees other than the attempt to influence legislation.
There are two types of lobbying recognized by the law: direct lobbying and grassroots lobbying. Direct lobbying is an attempt to influence legislation by communicating directly with government officials, and grassroots lobbying is an attempt to influence legislation by communicating with the general public. If an organization engages in grassroots lobbying, it is limited to twenty-five percent (25%) of the organization’s total lobbying allowance.
Learn How an Experienced Attorney Can Assist with Any Questions Regarding Political Activity or Lobbying for a Tax-Exempt Organization
Ensuring that your organization is complying with the rules and regulations regarding political activity or lobbying is essential to maintaining its tax-exempt status. Even if it’s not an election year, a tax-exempt organization must still adhere to the rules and restrictions. At Abelaj Law, PC, we are committed to assisting tax-exempt organizations with all of their legal needs so they can focus on achieving their mission and purpose. Contact our experienced legal team today at 212-328-9568 to learn more.
Non-Profit Directors Vs. Officers
When working with non-profits, a question often arises about the difference between non-profit directors vs. officers. Both directors and officers have their distinct roles within a non-profit organization. According to a report by the Office of the New York State Comptroller, New York accounted for the second-highest number of non-profit organizations in the United States. As of 2019, the number of non-profits in New York was over 33,700. Often, the smooth and efficient operation of a non-profit organization depends on both directors and officers. However, it is important to understand the difference between the two roles because each has its distinct duties and responsibilities. At Jennifer V. Abelaj Law Firm, we assist non-profit organizations with various legal needs. Whether you need help setting up a non-profit organization or counsel for your existing organization, consider calling 212-328-9568 to schedule a consultation.
Who Are Non-Profit Directors?
The board of directors is the governing body of the non-profit organization. Non-profit directors make high-level decisions that affect the organization and focus on its accountability. The primary duty of directors is the financial management of the non-profit organization. Key decisions that non-profit directors make include but are not limited to:
- Determining the organization’s mission
- Approving the organization’s annual budget
- Providing proper financial oversight
- Ensuring legal and ethical integrity
- Establishing governance policies
- Interviewing and electing officers and other managerial positions
- Maintaining the organization’s accountability
The non-profit organization’s bylaws usually govern how and when the board of directors will vote on issues affecting the organization. New members can join the board of directors if a designated individual or entity appoints them or the board of directors elects them. A non-profit director cannot make any key decisions on behalf of the non-profit organization unless the board votes on the issue or he or she has permission from the board.
Who Are Non-Profit Officers?
The board of directors can interview and elect non-profit officers. The primary duty of non-profit officers is to run the organization’s day-to-day operations within the limits of the authority that was delegated by the non-profit directors. Usually, the organization’s bylaws will indicate whether or not the elected officer must be a member of the board of directors. The most common positions for non-profit officers are secretary, president, and treasurer. However, the organization may also require officers to serve in the capacity of:
- Executive Director (Chief Executive Officer)
- Chief Financial Officer
- Chief Operating Officer
The duties and responsibilities of these non-profit officers include recruiting and retaining, paying the organization’s bills, keeping records, and more.
What Is the Difference Between Non-Profit Directors vs. Officers?
Unlike non-profit officers, directors do not run the day-to-day operations of the organization. The duties and responsibilities of non-profit directors include delegating authorities related to the management of the organization to non-profit officers. The main comparison of non-profit directors vs. officers is that directors control and monitor the day-to-date operations of the non-profit organization while officers are the ones who run the daily operations in a way that aligns with the vision and mission of the organization. The success of the non-profit organization depends on the good management and leadership skills of directors and the officers’ ability to fulfill key objectives when running the day-to-day operations. Without non-profit officers, directors would have to hold meetings and vote on every daily decision that must be made on behalf of the organization.
Can Non-Profit Directors Also Serve as Officers?
Yes, non-profit directors can also be officers. However, doing so can cause a conflict of interest. For this reason, most non-profit organizations choose to have separate people to serve as non-profit directors and officers to avoid unnecessary disagreements and conflicts. However, it is not uncommon for non-profit directors to also serve as officers. When one individual serves as both a non-profit director and officer, the organization usually pays that person as an independent contractor for serving as the director and as an employee for performing the duties of the officer.
However, if a non-profit organization appoints a director to also serve as the officer, it is critical to have a conflict-of-interest policy in place to address situations when a director/officer may benefit from personal or financial interests. At Jennifer V. Abelaj Law Firm, we assist non-profits with resolving their conflicts of interest and helping them with a wide range of other legal issues.
Non-Profit Directors and Officers: Avoiding Conflict of Interest
When a non-profit director also serves as the organization’s officer, there may be the potential for a conflict of interest. Many states, therefore, require non-profit organizations to adopt a conflict-of-interest policy. New York is one of those states. Under the New York Non-Profit Revitalization Act of 2013, all non-profits must have a conflict-of-interest policy. The Act also offers guidelines for drafting the policy and requires that non-profit directors, officers, and employees act in the best interest of the non-profit organization.
A well-drafted and valid conflict-of-interest policy must contain a provision requiring parties in conflict to disclose the details of the conflict. The policy must also prohibit members of the board of directors from voting on a matter in which they may have a potential conflict of interest. The policy must also contain the mechanisms for resolving and managing potential conflicts. In fact, IRS Form 990 specifically asks whether or not the non-profit organization has a conflict-of-interest policy and whether the policy establishes mechanisms for managing conflicts within the organization.
Non-Profit Attorneys Can Help
Directors and officers serve crucial roles in a non-profit organization, which is why it is essential to understand non-profit directors vs. officers to ensure efficient management of the organization. Jennifer V. Abelaj Law Firm provides non-profits in New York with personalized legal representation in various legal matters, including forming the organization, managing conflicts of interests, drafting bylaws and governing documents, and many more. Consider calling 212-328-9568 to schedule a case review with our experienced non-profit attorneys.
Guide To Non-Profit Board Meetings: Minutes and Agendas
Holding a productive board meeting requires thorough planning. Crafting a well-structured agenda can help ensure that all of the organization’s most pertinent concerns are covered. During the non-profit board meeting, minutes will serve as an official recording of what takes place. Proficient handling of both minutes and agendas can add significant benefit to the structure of nonprofit board meetings. You can learn more about these and other nonprofit strategies by contacting the experienced New York nonprofit lawyers at the Jennifer V. Abelaj Law Firm (abelajlaw.com): call today at 212-328-9568.
What Should a Nonprofit Include in Board Meeting Minutes?
The Internal Revenue Service (IRS) and most states legally require nonprofit organizations (and all other corporations) to record and keep copies of their board meeting minutes. According to the New York Department of State, not-for-profit corporations must maintain minutes for the proceedings of members, the board of directors, and the executive committee. Minutes should be treated as a concise summary of the meeting. While there are several key components that should be included, it is not necessary to transcribe the meeting word-for-word.
Nonprofits should consider including the following information in their minutes records:
- The time and date that the meeting is held
- The name of the venue where the meeting is held
- Name of the organization holding the meeting
- The names of participants, as well as board members who were absent
- Names of other non-board member attendees
- Identify who is recording the minutes
- Purpose of the meeting
- A record that the previous meeting’s minutes have been approved
- A summary of motions, including an exact transcription of any motion statements, the name of the person who made the motion, and the results of the vote
- The time the meeting ends and a signature from the individual who recorded the minutes
Legal Considerations For Board Meeting Minutes
In order to protect from potential future liability issues, it is usually best to keep minutes as concise as possible. Unnecessary information may provide little value while potentially opening up the possibility of legal complications. Showing legal compliance with both IRS and state standards is one of the main benefits of keeping a concise yet accurate minutes record.
Some organizations choose to employ legal counsel for minutes recording on the basis of confidentiality and to ensure all legal standards are met. You can learn more about the legal aspects of keeping minutes for nonprofit board meetings by contacting the Jennifer V. Abelaj Law Firm.
Creating an Effective Board Meeting Agenda
A well-prepared board meeting agenda can help determine the course of the meeting. A thoroughly researched agenda will address all of the most worthwhile topics for the organization at the time of the meeting, and ideally, arrive at valuable answers to many of the organization’s current concerns. Conversely, poorly prepared board meeting agendas might waste time and make nonprofit board meetings much less productive.
What Information Should a Nonprofit Board Meeting Agenda Contain?
While each board meeting agenda will vary, there are a few types of information commonly found in these documents:
- Header – This should only include basic information, such as the name of the nonprofit, contact information for the organization, and the board meeting date, time, and location.
- Call to order – The call to order starts the meeting, usually with a statement from the chair to the board, company mission statements, and introductions.
- Agenda changes – Following the call to order, the chair may ask if anyone would like to suggest changes to the agenda, including adding or deleting information.
- Minutes approval – During this stage, board members can either approve the minutes of the previous meeting or suggest corrections. The board can provide final approval for these minutes after the secretary has finished correcting any errors.
- Reports – The Executive Director and Financial Director may each provide reports to board members, which cover the nonprofit’s operations, projects, business outlook, finances, and more.
- Old and new business concerns – Unresolved previous business concerns and new business items may be discussed at this stage.
- Special announcements – If applicable, the chair can make special announcements regarding the organization. Board members may also be given the opportunity to make announcements or mention other business concerns.
- Adjournment – The board chair may formally end the meeting, including a statement of the ending time which can be included in the board meeting minutes. The next meeting date may also be mentioned during the adjournment.
Board Room Agenda Best Practices
Every nonprofit will have its own needs and unique strategy for board meeting agendas. However, there are a few best practices that most organizations will benefit from adhering to:
- Set a beginning and end time for the meeting.
- Budget time towards discussing the most important organizational concerns and voting on these issues.
- Organize and distribute all relevant information regarding the board meeting topics to all board members. This includes research, reports, and background information.
- Include a list of questions for board members, carefully considering how they are phrased, the order in which they will be asked, and who will be asked to answer.
The nonprofit chair and board secretary should collaborate to plan the agenda, which may be a combination of standard best practices and unique concerns of the business.
Learn More About Minutes and Agendas by Contacting an Experienced New York Nonprofit Lawyer
New nonprofits and existing ones alike can often benefit from the assistance of legal counsel. At the Jennifer V. Abelaj Law Firm, our experienced New York nonprofit lawyers are available to assist not-for-profit organizations with a variety of legal matters. We are prepared to help organizations get off the ground during the early stages, make sure they are tax-compliant and adherent to state and federal legal standards, and assist with other related matters.
If you are looking for guidance regarding agendas, minutes, or any other concerns related to nonprofit board meetings, you can learn more about your organization’s options in a free consultation: give us a call today at 212-328-9568.
Fiscal Sponsorships and Your Non-Profit Organization
Having a philanthropic mission is a laudable goal. However, establishing a non-profit organization to fulfill that mission can be much more difficult. A fiscal sponsorship may be a way that you can accomplish your goal in less time. The knowledgeable attorneys at the Jennifer V. Abelaj Law Firm can discuss fiscal sponsorships and your non-profit organization during a confidential consultation.
What Is a Fiscal Sponsorship?
To receive tax-exempt status from the Internal Revenue Service, a charitable organization must be considered a 501(c)(3) organization. The organization must meet various requirements, including:
- It must be organized and operated exclusively for Internal Revenue Service (IRS) tax exempt purposes
- Its earnings cannot inure to private shareholders or individuals
- It cannot attempt to secure legislative influence as a significant portion of its activities or participate in any campaign activity for or against a political candidate
Some people may want to advance charitable goals but may not want to create their own 501(c)(3) nonprofit organization. A fiscal sponsorship can serve as a viable alternative to creating a nonprofit organization. Through a fiscal sponsorship, an existing nonprofit organization can extend its tax-exempt status to others related to the organization’s mission. The fiscal sponsor agrees to accept tax-deductible donations and grants on behalf of the sponsored organization. To meet IRS guidelines, the sponsor must have full discretion and control over the donated funds, according to the American Bar Association. The sponsor is responsible for ensuring the funds are used for charitable purposes and comply with any additional donor restrictions. In exchange for providing its services, the fiscal sponsor charges a fee, usually around five to fifteen percent of the donated funds it helped raise.
What Do Fiscal Sponsors Do?
The specific responsibilities of a fiscal sponsor depend on the agreement between the sponsor and the sponsored organization. Some of the more common functions of fiscal sponsors include:
- Receiving and acknowledge charitable donations from third parties
- Retaining discretion and control over donated funds
- Overseeing the use of funds to ensure compliance
- Performing back-office functions
The Jennifer V. Abelaj Law Firm can help create an agreement regarding fiscal sponsorships and your nonprofit organization that clearly delineates your responsibilities and that of the fiscal sponsor.
Reasons to Use a Fiscal Sponsorship
There are many common reasons for using fiscal sponsorships, including:
- A newly formed nonprofit needs to raise funds during their start-up phase before the IRS recognizes them as tax-exempt
- The need to attract funding that is tax-deductible to donors
- A philanthropist anticipates that the project will only have a short lifespan, so they do not want to go through the extra work of establishing a separate 501(c)(3) organization
- To receive grants from a private foundation that explicitly requires the grantee to be recognized by the IRS as tax-exempt
- The need to test out ideas to determine if there is an available market for projects
- To take advantage of an established nonprofit organization’s existing network of donors and improved access to funding
- The ability to leverage an established nonprofit organization’s credibility
- To concentrate on core functions while outsourcing administrative functions
- To gain access to low-cost financial and administrative services
Benefits of Fiscal Sponsorships
A significant benefit of fiscal sponsorships is the ability for a charitable project to use the sponsor’s 501(c)(3) status to advance its mission. The project can receive tax-deductible donations from donors, which attracts more funding for the mission. Additionally, the sponsored project may have access to better fundraising options by leveraging the network and expertise of the fiscal sponsor. Some fiscal sponsors are well-established charitable organizations that have a large network of donors and solid experience with raising funds for philanthropic purposes.
Another benefit of using a fiscal sponsor is that it allows a charitable group to start up and begin advancing their mission more quickly than they would if they had to establish a separate 501(c)(3) organization. The group is not required to incorporate or obtain its own charitable group status simply to use a fiscal sponsor. It is also much more affordable for the group to get started. Fiscal sponsorship can benefit the fiscal sponsor as well because the organizations are managed from a common administrative platform. The fee they receive can also enable them to have a greater reach than if they had to do everything singularly.
Possible Services from a Fiscal Sponsor
The fiscal sponsor may provide numerous services to the sponsored organization in exchange for their fee. This may include:
- Administrative support
- Accounting
- Grant writing
- Payroll
- Employee benefits
- Fundraising assistance
- Publicity
- Marketing
- Training services
Some fiscal sponsors also provide office space and logistical support. A fiscal sponsor may be able to purchase a blanket liability insurance policy to make insurance more affordable for both entities than it would be if the entities purchased insurance separately.
How Fiscal Sponsorships Work
Donations to projects that have a fiscal sponsor are directed to the sponsor, who typically has 501(c)(3) exempt status. The donations for this project are considered to be restricted funds by the fiscal sponsor. The fiscal sponsor decides how to use the funds. It cannot give control or decision-making authority regarding the funds to the organization, or the pass-through option can be lost.
However, the fiscal sponsor can delegate the management of the project’s funds to specific employees, contractors, or volunteers, if they set up the arrangement in this manner. This approach is known as a “comprehensive fiscal sponsorship.” As an alternative, the fiscal sponsor may be able to grant funds to a pre-selected grantee to administer. This type of arrangement is called a pre-approved grant relationship fiscal sponsorship.
Contact Us for Help with Fiscal Sponsorships and Your Nonprofit Organization
If you would like more information about fiscal sponsorship and your nonprofit organization, contact a knowledgeable attorney at the Jennifer V. Abelaj Law Firm. We work closely with nonprofit organizations on legal matters such as acquiring 501(c)(3) status, forming agreements with fiscal sponsors, and crafting customized legal solutions. Contact us today by calling 212-328-9568.
Ongoing Tax and Governance Compliance for Tax-Exempt Organizations
Existing not-for-profit organizations (“NPO”) must ensure that they annually comply with corporate and tax laws. The failure to do so may impact the NPO is minor ways or in significant ways.
Tax Compliance
Annual Tax Return Filing (Form 990)
An existing NPO must file a Return of Organization Exempt from Income Tax (Form 990) as soon as it completes its first fiscal year of existence. Occasionally, the NPO may still be awaiting a determination letter from the IRS approving its tax-exempt status. However, the NPO must file the appropriate Form 990 based on the activities and gross receipts within the first year.
An amended return can be filed if the IRS determines that the NPO is tax-exempt under a tax section which differs from the application request. For example, an NPO may apply for exemption as a public charity. However, the IRS may approve the application as a private foundation. In such a case, the organization would be able to file an amended Form 990-PF for the year in question.
Following receipt of the determination letter, and assuming the NPO agrees with the IRS’s determination, the NPO must file an annual Form 990. In some cases, it may be as simple as the online filing of Form 990-N for organizations with gross receipts of less than $50,000 in the taxable year (and less than $250,000 in assets). An NPO that requires a full Form 990 must ensure that they provide their CPA with annual financials necessary for timely and complete preparation.
Failure to file a Form 990 for three consecutive years automatically revokes the organization’s tax-exempt status. The process to reinstate tax-exempt status requires the assistance of your attorney and accountant.
Estimated Tax Payments on Unrelated Business Income
If an NPO has unrelated business income in excess of $500 a year, it is required to pay quarterly taxes on Form 990-W. Unrelated business income is a complex area and beyond the scope of this article, but it is generally an investment by the NPO that is not related to its charitable activities in which it expects to receive an income. The IRS allows an NPO to receive UBI without losing its tax-exempt status if the UBI is not significant. The challenge is that there is no formula to determine the amount is not significant.
Failure to monitor UBI could place the organization in jeopardy of losing its tax-exempt status.
Tax Payments on Net Investment Income for Private Foundations
A private foundation must pay taxes on its annual net investment income. The payment may be done at the time of filing the tax return (Form 990-PF) or in quarterly estimated payments.
Governance Compliance
Registration and Filing with the Office of Attorney General
NPOs that fundraise within New York State must register with the Charities Bureau of the New York State Office of Attorney General (“Charities Bureau”). The initial registration is completed contemporaneously with filing of the Application for Tax-Exempt status or shortly following receipt of the IRS determination letter.
An NPO must file an annual report with the Charities Bureau, along with a copy of their Form 990. A filing fee may be required as determined by the NPO’s annual gross receipts. The annual filing, including the Form 990, is publicly available on the Charities Bureau’s website. Religious organizations are not required to register or to submit an annual filing.
Annual Meetings
New York State requires that an NPO hold a membership meeting at least once each year. NPC-L 603(b). The membership meeting generally includes voting of directors or officers, discussion of the Board’s annual activities and financial reports, and ratification of certain actions, such as changes in the Bylaws.
Although the NPO does not require an annual meeting of directors, it is likely that the NPO’s Bylaws mandate an annual Board meeting. Discussions include long-term strategy for the NPO, goals on how to effectuate the NPO’s charitable purposes, financial and tax considerations, and building a team of advisors and support for the Board.
Annual Compliance Makes NPO Management Easier in the Long Run
Taking small steps each year to maintain compliance with the tax and governance laws applicable to your NPO has a big impact for the success of the organization. Regular communication with your Board, members and advisors ensures that the NPO is proactively managing its activities to avoid potential troubles.
If you have questions about ongoing governance or tax compliance, please contact us to discuss how we can assist your organization.
Advocacy and Lobbying by Non-Profits
Non-profits often wonder if they can carry out lobbying as part of their charitable activities without jeopardizing their charitable status. Various factors must first be carefully considered. These may include identifying the type of activity to be carried out, the tax classification of the non-profit organization and the proportion of time devoted to lobbying.
Activity Type: Advocacy, Lobbying or Political Activity
The IRS considers advocacy, lobbying and political activity to be separate activities. The specific type of activity must be identified in order to determine the extent to which it can be carried out by the organization without jeopardizing its tax-exempt status.
Advocacy is generally defined as an activity that seeks to influence social change in furtherance of the organization’s corporate purposes. An example is advocacy for environmental causes, gender and racial equality, or get-out-the vote drives to assist and encourage registration.
Lobbying is an extension of advocacy activity. Where advocacy strives to educate and influence the minds of the general public, lobbying activity is directed at influencing policy and legislative changes in furtherance of the social interest. An example is supporting legislation or working with lobbyists to advance new and modified laws and policies that would support the organization’s social goals.
Political activity specifically encourages voters to support or oppose a particular candidate for office.
It is important to identify and distinguish the activities because the organization’s tax classification will determine how, and to what extent, it can carry out advocacy, lobbying or political activity.
Tax Classification
Non-profit organizations are either charitable or non-charitable. Organizations such as public charities (which receive at least 1/3 of their contributions from the general public) or private foundations (which often receive a small number of generous donations) are considered charitable non-profits.
Most other non-profits are non-charitable – the most popular of which are social welfare/civic organizations (501(c)(4)) and membership organizations (501(c)(6)).
Time Devoted to Advocacy or Lobbying
Advocacy. There is generally no limit to the amount of advocacy that an organization may carry out. However, it is important to note that advocacy activity is not considered to be a charitable in nature. Accordingly, it cannot be the primary purpose of a public charity, such as a 501(c)(3).
Social welfare organizations which have exemption under 501(c)(4) may engage in unlimited advocacy. The IRS accepts that advocacy may be the primary purpose of a social welfare organization.
Legislative activity. Public charities (501(c)(3)) may engage in very limited lobbying, so long as an insubstantial amount of their funds are being used for lobbying purposes. There is no calculation or figure to define an “insubstantial” amount. If a public charity anticipates or chooses to engage in lobbying activity, it may request that the IRS review its anticipated lobbying activities under Section 501(h) to abide by the IRS’s formula which dictates the amount of lobbying authorized without jeopardizing a charity’s status.
Social welfare organizations (501(c)(4)) are allowed to engage in unlimited legislative activities if it is in furtherance of its corporate purposes.
Political activity. Public charities are prohibited from engaging in political activity. Social welfare organizations (501(c)(4)) are authorized to engage in political activity, provided it is not the organization’s primary purpose or primary activity.
Considerations
A non-profit organization that intends to carry out lobbying, advocacy or political activities must closely review their activities to ensure that they do not jeopardize the charitable status with the IRS.