Bylaws- Draft (Sep 29, 2013)
Hacienda Heights Improvement association
2013 Revision of the Bylaws
BY-LAWS OF THE HACIENDA HEIGHTS IMPROVEMENT ASSOCIATION, INC. (HHIA)
GUIDE TO THE REVISION IS: 1. ITEM IN RED ARE ADDITIONS
2. ITEM IN RED STRIKEOUT ARE DELETIONS
HACIENDA HEIGHTS IMPROVEMENT ASSOCIATION, INC.
ARTICLE I: NAME
The name of this corporation is "HACIENDA HEIGHTS IMPROVEMENT ASSOCIATION, INC., (HHIA).
ARTICLE II: PURPOSE
The specific and primary purposes for which this corporation is formed are:
1. To foster and support those projects of improvement and development that will make Hacienda Heights a better place in which to live, and to do all things lawful and necessary and needful in connection therewith.
2. To develop and foster proper zoning and land use in the Hacienda Heights area unincorporated Community, assist the Los Angeles County Regional Planning Commission and Board of Supervisors in studies, zone change request and other matters pertaining to land use in our area.
3. To unite in interest all of the property owners and residents of Hacienda Heights for the purpose of creating (non-partisan) community interest, and to effect a combined influence on matters pertaining to the development and welfare of Hacienda Heights.
ARTICLE III: HACIENDA HEIGHTS
Hacienda Heights, as referred to herein, means the area in Los Angeles County described as Hacienda Heights zoned District, HaciendaHeights unincorporated Community. (As defined by the Los Angeles County Board of Supervisors.) and the Census Bureau Hacienda Heights Census Designated Place (CDP).
ARTICLE IV: NONPROFIT CORPORATION
SECTION 1. This Corporation is a non-profit corporationcivic association and as such, the Corporation does not contemplate pecuniary gain or profit to the members thereof. The IRS granted HHIA status as a Section 501(c)(4) organization.
SECTION 2. Neither the members, the directors, nor the officers shall be personally liable for the debts, liabilities or obligations of the Corporation. Revised and updated 10-16-98.
SECTION 3. Membership in this Corporation shall not in any way entitle any member to receive dividends, profits or other monetary returns from this Corporation (other than reimbursement for out of pocket expenses individually substantiated in writing and approved by the Board of Directors.) No member of this Corporation shall have any property rights whatsoever in or to any of the assets owned by this Corporation. No member shall be entitled to a distributive share of the assets of the Corporation in the event of dissolution or other termination or liquidation of this Corporation.
ARTICLE V: MEMBERSHIP AND DUES
SECTION 1. Eligible persons shall be owners of property, owners of businesses, or adult residents all of whom are of legal voting age, in Hacienda Heights.
SECTION 2. Each eligible person may become a member of the Corporation by paying to the Treasurer the sum of Ten Dollars ($10.00) twenty dollars ($20.00) per year. A husband and wife may each become a member for the single payment of Ten Dollars ($10.00) twenty dollars ($20.00) per year. Upon the payment of said sum, each person shall be a member for twelve (12) months. Membership year is July 1 through June 30. If renewal dues are not received by August 31st, the member's name is dropped from the Membership List.
SECTION 3. Each eligible person by paying to the Treasurer the sum of Seventy-five Dollars ($75.00)one hundred fifty dollars ($150.00)shall become a member for his or her lifetime, provided each said person is an eligible person pursuant to Article V, Section 1. A husband and wife may each become a lifetime member for the single payment of Seventy-five Dollars ($75.00) one hundred fifty dollars ($150.00).
SECTION 4. Each eligible person is entitled to hold only one voting membership and may vote, in person only, at any regular or special meeting of the members of this corporation, except as otherwise specified in Article VII, Section 5, even though they may qualify in more than one of the categories outlined in Section I. A membership by a business in Hacienda Heights must be registered in the name of the owner in order to qualify for a vote. Clubs and associations are eligible to be non-voting members.
SECTION 5. Membership in this Corporation and the exercise of the rights and privileges appurtenant thereto, shall be non- transferable.
ARTICLE VI: PRINCIPAL OFFICE
The principal office for the transaction of business of the Corporation shall be located at such place in Hacienda Heights as determined by the Board of Directors. (The mailing address of the Corporation shall be Post Office Box 5235, Hacienda Heights, California 91745.) The Board of Directors has full power and authority to change said office or mailing address from one location to another within Hacienda Heights.
ARTICLE VII: MEMBERSHIP ASSOCIATION MEETINGS
SECTION 1. The annual meeting of this Corporation shall be held on the second Thursdayin January of each year, at such time and place as shall be, determined by the Board of Directors. The Board of Directors has full power and authority to change said office or mailing address from one location to another within Hacienda Heights. The annual meeting shall be prior to the January Board of Directors monthly meeting. EXHIBIT “A” is a guide for the agenda and conducting the annual meeting.
SECTION 2. Special meetings of the members shall be held at such time and place as selected by the Board of Directors of the Corporation upon ten (10) days’ notice to the members.
SECTION 3. Twenty-five (25) Twenty (20) members shall constitute a quorum at any annual, regular or special meeting of the members.
SECTION 4. Regular scheduled meetings of the Board of Directors shall be held monthly. Such meetings shall be open to the public.
SECTION 5. Members of the Board of Directors shall be elected at the annual meeting of the members of this Corporation, in accordance with the instructions which are attached hereto and made a part hereof, marked EXHIBIT "B", Guide for Ballot Procedure Instruction. In order to be eligible to vote in the annual election a member must be in good standing 60 days prior to the annual meeting. A plurality of votes shall elect Directors.
SECTION 6. At the September meeting the Board of Directors shall elect five members of the Corporation to serve as a nominating committee. No more than two Directors may serve on this committee. No member of the nominating committee may be nominated as a Director-Candidate. The nominating committee is prohibited from opening and counting ballots which shall be done in accordance with EXHIBIT A.' This committee shall select at least six members as Director- Candidates and shall present the slate at the October Board meeting and at the November combined Board and membership meeting. At both meetings nominations may also be made from the floor. The nominating committee shal1 verify the eligibility of all nominees. At the November meeting each nominee must accept, either in person or by a signed statement submitted on his behalf. EXHIBIT “C” is a draft letter guide to accompany the ballots mailed to members.
SECTION 7. If the total number of candidates nominated does not exceed the number of directors to be elected the vote may be taken by voice (viva-voce). If this occurs, ballots will not be mailed and all procedures required in connection with the content, mailing, control and counting of ballots will not be required.
SECTION 8. EXHIBIT “E” provides a guide for the "Rules of Procedure" for meetings.
ARTICLE VIII: DIRECTORS
SECTION 1. Subject to limitations of the Articles of Incorporation of these Bylaws, and of the Statutes of California, all corporate powers shall be exercised by or under the authority of, and the business and affairs of this Corporation shall be controlled by the Board of Directors.
SECTION 2. The number of voting Directors of the Corporation shall be twelve (12). Each director shall be a member of this Corporation for at least six (6) months immediately preceding election. Each director shall be a permanent resident of Hacienda Heights.
SECTION 3. The Directors shall be elected at the annual meeting. If any such annual meeting is not held or the Directors not elected, Directors may be elected at any special meeting of the membership on proper notice. All Directors shall hold for two (2) years or until their resignation and/or removal. A Director shall be eligible to succeed himself for two consecutive two year terms. After the expiration of the third consecutive two year term, a Director shall be ineligible to succeed himself for at least one year following the expiration of his last regular term. Six (6) new Directors shall be elected each successive year as their respective two (2) year terms expire. New Directors shall take office at the January Board of Directors meeting. (After all unfinished business has been disposed of and before new business is entertained.)
SECTION 4. Vacancies of Directors and/or officers may occur in the following manner:
A. RESIGNATION - A director intending to resign should notify the President and Secretary in writing. His written statement should be dated, signed, include a reason and effective date of the resignation. The President shall notify the other Board members within ten (10) days of receipt of notice of resignation.
B. DEATH - Upon death of a Board member, a vacancy is immediately created. It is the President's responsibility to notify the other Board members within 10 days of his knowledge of same.
C. REMOVAL BY THE BOARD - The Board of Directors shall have the authority to remove a Director from office any of its officers by a 2/3 vote of the Board of Directors for excessive absences from Board meetings as described below. The Secretary shall provide notice to all Directors provided at least ten (10) days prior to said meeting in which a removal election is anticipated. ,notice of said proposed action is given all Directors. Removal by board action may include the following circumstances:
1. At the time of a third consecutive absence from regularly scheduled meetings of the Board of Directors.
2. At the time of a fifth absence of any calendar year from regularly scheduled meeting of the Board of Directors. (Failure to be present during at least two-thirds of a regular meeting shall constitute an absence.)
3. The Secretary of the Corporation shall certify the occurrence of the above at the time of occurrence and shall enter such certification in the minutes of the Corporation. The Secretary shall notify any Director of his automatic removal from office by mail or Email with copies to the Board members.
4. Absences due to serious illness, family emergencies or circumstances beyond the Director’s control shall be discussed at meetings to determine if the absence does not apply to item (1) or (2) above.
D. REMOVAL BY MEMBERSHIP - A Director may be removed on the vote of 2/3 of the members present at a membership meeting; provided notice of intention to remove is given the membership in writing at least thirty (30) days prior to the meeting. (Except as provided at Article VIII, Section 4E.)
E. AUTOMATIC REMOVAL - A Director shall be automatically removed from office upon the occurrence of any of the following:
1. At the time of a third consecutive absence from regularly scheduled meetings of the Board of Directors.
2. At the time of a fifth absence of any calendar year from regularly scheduled meeting of the Board of Directors. (Failure to be present during at least two-thirds of a regular meeting shall constitute an absence.) The Secretary of the Corporation shall certify the occurrence of the above at the time of occurrence and shall enter such certification in the minutes of the Corporation.. The Secretary shall notify any Director of his automatic removal from office by mail, such notice to be mailed within 48 hours of the removal,and to be sent "Certified Mail.
4. 1. Has been convicted of a felony.
5. 2. When no longer a permanent resident of Hacienda Heights.
SECTION 5. Vacancies on the Board of Directors shall be filled by a majority of the remaining Directors. All remaining directors must receive written notice within ten (10) days of vacancy. Vacancies on the Board of Directors shall be filled within thirty (30) days after the effective date of the vacancy. In all cases Directors elected to fill vacancies shall take office immediately upon election, except when the Board has selected a successor prior to the indicated effective date of a resignation. In such case, the successor shall not assume office until the effective date of the related resignation. The successor will complete the term of the Director being replaced. This term does not count as one of the three terms the successor would be eligible to serve.
SECTION 6. Seven (7) Directors will constitute a quorum for the transaction of business by the Board, except that if Board vacancies exist, a majority of the remaining Directors shall constitute a quorum. If no quorum is present at a regular called meeting, the meeting may nevertheless be called to order solely for the purpose of recording attendance, but no business may be transacted.
SECTION 7. The President shall hold a special meeting of the Board within 5 days after receiving a written request from five Directors to do so. Notice of any special meeting must be personally delivered to each Director or to his residence at least forty eight (48) hours prior to the meeting date and time. The notice must disclose the nature of the business to be discussed.
SECTION 8. Notification of actions describes above may be accomplished by U.S. Mail, electronic mail (Email) or other verifiable means.
SECTION 8 9. Board actions may be taken in an emergency without a Board meeting if two-thirds (2/3's) of the Board members meet and then consent in writing to the action.
SECTION 9 10. A majority of the Boardpresent is necessary for passage of a motion. The President is a full voting member of the Board.
SECTION 10 11. No member of the Board of Directors of this Corporation shall receive compensation for acting as a Director; nor shall any member receive compensation for acting as an officer.
SECTION 11 12. All powers of the Board of Directors as set forth in these Bylaws shall be subject to the discretion of the voting members of this Corporation at their annual meeting or other meetings. EXHIBIT “D” outlines the standing rules of HHIA.
ARTICLE IX: OFFICERS AND RESPONSIBILITIES
SECTION 1. OFFICIERS: The officers of this Corporation shall be President, Vice President, Secretary, and Treasurer, all of whom shall be elected by the Board of Directors. The Board, may elect such other officers, as it deems necessary. Officers shall be elected at the January Board of Directors meeting. The election of officers shall occur under new business at the January Board Meeting. It shall be the responsibility of each outgoing officer to transfer custody of all materials and equipment to his/her successor.
SECTION 2. PRESIDENT: The President shall be the chief executive officer of the Corporation, the Chairman of the Board of Directors, and shall preside at all meetings of the Board and of the general membership. He shall The President shall:
A. He shallExercise general supervision, direction and control of the activities of the corporation and its officers.
B. He mustAcquaint the officers and/or committee chairman of their duties.
C. He shallBe ex- officio, a non-voting member, of each committee except the nominating committee.
D. He shallHave the power to call special meetings of the membership when requested to do so by five (5) Directors, in writing.
E. He shallAppoint all committee chairmen not otherwise provided for by resolution. The President or Vice President with the Secretary shall sign all written contracts and financial obligations of the organization authorized by the Board of Directors. The President will do and perform such other duties as that properly pertain to his office.
SECTION 3. VICE PRESIDENT: In the absence or disability of the President, the Vice President shall perform all of the duties of the President and while so acting shall have all the powers, and be subject to the same restrictions, as the President.
SECTION 4. SECRETARY: The Secretary shall:
A. He shallKeep or cause to be kept in a permanent book, the minutes of all meetings of the Board and of the membership such minutes to include all relevant notices of meetings, consents, agendas, and committee reports submitted at such meetings.
B. He shallKeep or cause to be kept a list of the current members. Said list shall be available to the directors at all meetings.
C. He shallConduct the routine correspondence, receive all communications addressed to the organization or to the proper committee.
D. He shallIssue notices of all meetings. He shall and prepare a list of Officers and Committee Chairpersonsman including their names, address and telephone number to be distributed to each director.
E. Secretary to Maintain an updated inventory and location of the property of the Association.
SECTION 5. TREASURER: The Treasurer shall:
A. Collect all fees, dues and accounts and give proper receipts
B. shall Have charge of all funds and shall deposit them to the credit of the organization in such depositories as may be designated by the Board of Directors; and shall pay all duly approved expenditures.
C. He shall Maintain records relating to the foregoing, all of which shall be at all times open to the inspection of the officers and the Board of Directors.
D. He shallPresent at each annual meeting a detailed written statement showing the receipts and expenditures during the previous fiscal year, which statement must be duly audited after the meeting by an auditing committee consisting of three (3) active members, to be appointed by the Board of Directors at the annual meeting.
E. The Treasurer shallPrepare, or cause to be prepared, all tax returns and may be required to provide a bond for the faithful performance of his duties, in such amount and with such securities as the Board of Directors may require, the premium on the bond to be paid by the organization.
F. Present a Budget for the coming calendar year. The Budget process is proscribed as follows:
1. The Officers of the Corporation will meet and review the budget for the previous year. A draft Budget for the coming calendar year will be drafted and presented at the November Board of Directors meeting.
2. A preliminary Budget will be completed by the December monthly Board meeting and finalized at said meeting.
3. The approved Budget will take effect on January 1st of each year.
SECTION 6. Said officers shall hold office for one (1) year and until their successors are elected.
SECTION 7. Officers of this corporation shall be required to be members of the Board of Directors.
SECTION 8. If the office of President, Vice President, Secretary or Treasurer becomes vacant, by reason of death, resignation, and disqualification or otherwise, the Board of Directors shall choose a successor or successors to hold office for the unexpired term.
SECTION 9. The immediate Past President of the Association, if his term as a Director has expired, shall (unless he shall have been removed from office) during the year following the end of his term of office, be a nonvoting member of the Board of Directors; (except that in the absence of a quorum, the immediate Past President shall act as a voting director at that meeting.
SECTION 10. Each principal officer and Committee Chairman has the duty of preparing and maintaining a "Procedure Book" which describes in working detail the responsibilities, activities, and procedures of his office. Such book shall be delivered to the officer's successor upon the successor assuming office. EXHIBIT “F” provides a guide for the "Procedure Book".
ARTICLE X: COMMITTEES
SECTION 1. The standing committees of this Corporation shall be the Zoning Committee, the Code Enforcement Committee, the Streets and Highways Committee, the Parks and Recreation Committee, the Membership Committee, the Program Committee, the Environmental Improvement Committee, Fundraising Committee and the Public Relations Committee.
SECTION 2. Additional standing Committees and/or interim committees shall be established as the President, with the concurrence of a majority of the Board, shall deem necessary.
SECTION 3. The President shall appoint the Chairperson of each committee. All such appointments must have the approval of a majority of the Board of Directors. Each appointee shall continue his chairmanship until replaced by appropriate Board action.
SECTION 4. The President shall appoint all standing committee Chairpersons by the February Board of Directors meeting. If any standing committee Chairpersons has not been approved and confirmed by the Board by that date, it must be filled by action of the Board at its next meeting.
SECTION 5. The President may remove any committee Chairperson. All such removals must have the approval of a majority of the Board.
SECTION 6. The Chairperson of each standing committee shall consist of less than three (3) members select committee members as needed.
SECTION 7. Each Chairperson shall select his committee members from the general membership, including the Board. No director may serve on more than two standing committees and one interim committee at the same time. Each chair shall submit to the President, and keep current, a list of committee members.
SECTION 8. At all committee meetings, a majority of the committee shall constitute a quorum. Each committee shall maintain a written record of its activities, including copies of any correspondence received or sent as previously instructed by the Board of Directors, and shall retain all relevant material. On a monthly basis, each chairman shall submit to the Board a written summary of the substance of the committee's activities for the preceding period. These materials shall be submitted in sufficient time to distribute the materials to each Board member prior to Board meeting.
ARTICLE XI: MISCELLANEOUS
SECTION 1. Changes in the Bylaws may be made only by a vote of two-thirds (2/3) of the members voting at any membership meeting, provided thirty days written notice of intention to amend is given the members.
SECTION 2. The Corporation shall keep at its principal office or at a designated location a copy of the Bylaws as amended to date certified by the Secretary. Said copy shall be open to inspection by the members’ at all reasonable times.
SECTION 3. The Board, by resolution, shall designate those persons who may endorse instruments payable to the Corporation and who may execute instruments issued by the Corporation, provided the President must be a signatory to any instrument in excess of $300. All expenditures must be authorized by a majority of the total number of Directors.
SECTION 4. Unless authorized by the Board of Directors, no officer, agent or employee of this Corporation shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount.
SECTION 5. If at any time this Corporation shall be dissolved, its remaining funds and property, after payment of all indebtedness, shall be distributed for the benefit of HACIENDA HEIGHTS, in such manner as the Board of Directors shall determine, subject to the provisions of Article IV, Section 3 of these Bylaws. and the provisions governing IRS 501(c)(4) organizations.
SECTION 6. Where not in conflict with these Bylaws, Robert's Rules of Order, or Newly Revised (or latest edition) shall govern be used as a guide.
SECTION 7. The records, books and membership directory of this Corporation shall be kept at the principal office or other designated location. All records shall be open for inspection by members of this Corporation.
SECTION 8. All matters not specifically provided for in these Bylaws shall be matters of policy to be determined by the existing Board of Directors.
SECTION 9. The President, with the approval of the Board of Directors, may appoint a Parliamentarian who is not a Board member.
SECTION 10. The fiscal year of this Corporation shall end the last day of each calendar year, effective in 1977.
SECTION 11. These amended Bylaws to be effective January 22, 1990. on _______________.
ARTICLE XII: CERTIFICATION
These amended By-Laws were announced at the Monthly Meeting on ____________________ (Date)
These amended By-Laws were proposed on motion by Director ___________________ and seconded by Director_____________. Results of motion vote: No. of votes_______ Yea_____ Nea______.
These By-Laws were approved at the above date with more than two-thirds majority
Jeff Yann, Secretary Date
AGENDA FOR ANNUAL BUSINESS MEETING GUIDE
8:00 o'clock PM
3. CALL TO ORDER BY PRESIDENT
a) Flag salute and pledge.
b) Welcome by President.
c) President shall direct that ballots be opened and counted by at least six (6) members chosen from those present.
4. PRESIDENT REPORTS
a) Accomplishments: ) Suggestion: No longer
b) Projects under way: ) than 15 minutes
c) Goals for the future )
a) All Chairsmen [Suggestion: 4 minutes with the exception of the Zoning Chairman);
b) Treasurer's Annual Report
c) Nomination of Chairman and two (2) auditing members for
6. NEW BUSINESS TABULATED BALLOT RESULTS SHALL BE REPORTED TO THE PRESIDENT AND ANNOUNCED TO MEMBERSHIP AND POSTED
a) President thanks volunteers who counted ballots;
b) Recognition of new directors by President
INSTRUCTIONS FOR BALLOT PROCEDURE AND GUIDE
1. The President shall direct the Publicity Relations Chairman to publicize the nominating rules, procedures and schedule during the first weekin the June Newsletter.
2. The nominating committee shall verify the eligibility of all candidates.
3. Nominees must qualify for election pursuant to Article VIII, Section 2.
4. Nominees must be present, in person to accept or reject nomination, except that he may accept by written statement presented by the person making said nomination.
5. The Publicity Relations Chairman shall publicize the biographical sketches of candidates in the Newspapers and the HHIA Newsletter.
6. It is the intent and the duty of the nominating committee to be charged with the following:
c) Distribution: Ballots to be mailed on or before December 10th.
e) Delivery of Ballots to annual meeting.
The nominating committee is prohibited from opening and counting sealed ballots. This shall be done according to Section 3.c of Exhibit "A".
(HHIA Letterhead Black & White)
Enclosed is your ballot(s), for use in voting for candidates for the Board of Directors.
You may vote for six or less candidates, write-in candidates included. In case of husband and wife, each individual ballot must be placed in its own ballot envelope. The sealed ballot envelope(s) should be placed in the HHIA addressed envelope.
Each voter must sign the HHIA addressed envelope in the space provided in the upper left hand corner. This is only for the purpose of verifying your membership and can in no way be used to identify your ballot.
Please print your name and address above your signature on the mailing envelope.
We urge you to exercise your right to vote. Those elected wi11 speak for the Hacienda Heights Improvement Association, of which we all are a part.
Very truly yours,
Nominating Committee Chairperson
HHIA PROPOSED STANDING RULE
(As of December 13, 1989--effective January 1, 1990)
1. Each year the President shall be responsible for the maintenance of the permanent on-going Record Book of Directors. The book shall list name, address, telephone, date elected or appointed, office(s) held, length of time in office, and committee(s) chaired.
2. The membership list, maintained by the secretary, for inspection by members shall be comprised of the following; member's name, date of originally joining the organization and most current renewal date.
3. The secretary shall be responsible for maintaining an attendance sheet of directors and publicly reporting at each meeting during roll call, the total number of absences for any absent director. Additionally, the secretary shall indicate if it is a second consecutive absence.
4. Upon leaving the Board, directors who have completed one full term (2 years) of office shall receive a token of recognition and appreciation. The Vice President shall be responsible for obtaining the gift, not to exceed $20.00.
5. Directors who serve less than one full term (2 years) of office shall receive a certificate of appreciation. The Vice President shall obtain and maintain a supply of certificates.
6. An outgoing President, after having served a minimum of a full year term, receives an honorary gavel, not to exceed $25.00. The Vice President shall be responsible for obtaining the gift.
7. Upon death of a "sitting" director, a memorial remembrance, not to exceed S50.00, shall be sent to the family from the remaining Board of Directors. The responsibility for this task lies with the President.
8. The Board of Directors shall hold a workshop to familiarize rules, by-laws, procedures, etc. each year, for the coming year. This workshop shall be held between the January and the February business meetings.
9. Committee chairspersonsshall announce the members of their committees at the March business meeting.
RULES OF PROCEDURE
These procedural rules govern the conduct of the meetings of the Board of Directors:
1. Before speaking, one must first obtain the floor.
2. A motion always precedes debate.
3. Motions must be clear and to the point.
4. Each member has the right to speak twice on the same question, but cannot speak the second time as long as any member who has not spoken on the question desires the floor.
5. Debate must be germane.
6. Amendments are made by:
a) Inserting or adding words
b) Striking out words.
c) Striking out and inserting words.
d) Substituting one paragraph for another.
7. To limit debate: "Move the previous question."
8. Disposition of the motion:
a) Lay on the table
b) Postpone to a definite time
d) commit or refer by placing item on the agenda
TABLE OF CONTENTS
PART I COMMITTEE INFORMATION
PART II REFERENCES
- STANDING RULES
- RULES OF PROCEEDURE
- IRS CODE FOR 501(c )(4) ORGANIZATIONS
- REFERENCE 26c.f.r. 1.5012©4-1 (1986)
- IRS PUB 557 (10/2010)
PART III OTHER INFORMATION-MISCELLENEOUS
- INFREQUENT ACTIVITIES