BYLAWS
OF
ALASKA AIR GROUP, INC.
As Amended and in Effect September 14, 1993
(Date of Previous Amendment: February 27, 1992)
ARTICLE I
REGISTERED OFFICE AND AGENT
The registered office of the corporation is located at
Corporate Trust Center, 1209 Orange Street, 9, County of New
Castle, Delaware 19801, and the name of its registered agent
at such address is The Corporation Trust Company.
ARTICLE II
MEETING OF STOCKHOLDERS
Section 1. Annual Meetings.
A meeting of the stockholders for the purpose of
electing directors and for the transaction of such other
business as may properly be brought before the meeting shall
be held annually at two o'clock in the afternoon on the
third Tuesday of May, or at such other time or such other
day as shall be fixed by resolution of the Board of
Directors. If the day fixed for the annual meeting shall be
a legal holiday such meeting shall be held on the next
succeeding business day.
Section 2. Special Meetings.
Special meetings of the stockholders for any purpose or
purposes may be called at any time by a majority of the
Board of Directors or by the Chairman of the Board.
Section 3. Place of Meetings.
All meetings of the stockholders may be held at such
places as shall be stated in the notice of the meeting.
Section 4. Notice of Meetings.
Except as otherwise provided by statute, written notice
of each meeting of the stockholders shall be given not less
than thirty and not more than sixty days before the date of
the meeting to each stockholder entitled to vote at such
meeting. If mailed, notice will be given when deposited in
the United States mails, postage prepaid, directed to such
stockholder at his address as it appears in the stock ledger
of the corporation.
When a meeting is adjourned to another time and place,
notice of the adjourned meeting need not be given if the
time and place thereof are announced at the meeting at which
the adjournment is given. If the adjournment is for more
than thirty days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.
Section 5. Quorum.
At any meeting of the stockholders the holders or
record of a majority of the total number of outstanding
stock of the corporation entitled to vote, present in person
or represented by proxy, shall constitute a quorum for all
purposes.
If a quorum is present at any meeting of stockholders,
the affirmative vote of the holders of three-fourths of the
stock present in person or represented by proxy and entitled
to vote on the subject matter shall be the act of the
stockholders, except as provided otherwise in the
Certificate of Incorporation or in these Bylaws.
In the absence of a quorum at any meeting, the holders
of a majority of the stock entitled to vote thereat, present
in person or represented by proxy at the meeting, may
adjourn the meeting, from time to time, until the holders of
the number shares requisite to constitute a quorum shall be
present in person or represented at the meeting.
Section 6. Organization.
At each meeting of the stockholders, the Chairman of
the Board, or in his absence such person as shall have been
designated by the Board of Directors, or in the absence of
such designation a person elected by the holders of the
majority in number of shares of stock present in person or
represented by proxy and entitled to vote, shall act as
chairman of the meeting.
The Secretary, or in his absence, an Assistant
Secretary or, in the absence of the Secretary and all of the
Assistant Secretaries, any person appointed by the chairman
of the meeting, shall act as secretary of the meeting.
Section 7. Voting.
Unless otherwise provided in the Certificate of
Incorporation or a resolution of the Board of Directors
creating a series of stock, at each meeting of the
stockholders, each holder of shares entitled to vote at such
meeting shall be entitled to one vote for each share of
stock having voting power in respect of each matter upon
which a vote is to be taken. Shares of its own capital
stock belonging to the corporation, or to another
corporation if a majority of the shares entitled to vote in
the election of directors of such other corporation is held
by the corporation, shall neither be entitled to vote nor
counted for quorum purposes.
Section 8. Notification of Nominations.
Nominations for the election of Directors may be made
by or at the direction of the Board of Directors. A
stockholder may also nominate a person or persons for
election as Directors, but only if written notice of such
stockholder's intent to make such nominations is received by
the Secretary of the corporation, not later than (i) with
respect to an election to be held at a regular annual
meeting of stockholders, 90 days in advance of the third
Tuesday in May, and (ii) with respect to an election to be
held at any other meeting of the stockholders, the close of
business on the 10th day following the date of the first
public disclosure, which may include any public filing by
the corporation with the Securities and Exchange Commission,
of the Originally Scheduled Date of such meeting. Each such
notice shall set forth (a) the name and address of the
stockholder who intends to make the nomination and of the
person or persons to be nominated; (b) a representation that
the stockholder is a holder of record entitled to vote at
such meeting; (c) a description of all arrangements or
understandings between the stockholder and each nominee and
any other person or persons (naming them) pursuant to which
the nomination is to be made; (d) such other information
regarding each nominee as would have been required to be
included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission had each
nominee been nominated by the Board of Directors; and (e)
the consent of each nominee to serve as a Director if
elected. The chairman of any meeting of stockholders to
elect Directors and the Board of Directors shall refuse to
recognize the nomination of any person not made in
compliance with the foregoing procedure. For purposes of
these Bylaws, the "Originally Scheduled Date" of any meeting
of stockholders shall be the date such meeting is scheduled
to occur in the notice first given to stockholders
regardless of whether such meeting is continued or adjourned
or whether any subsequent notice is given for such meeting
or the record date of such meeting is changed.
Section 9. Proper Business for Stockholders'
Meetings.
At any annual or special meeting of the stockholders of
the corporation, only business properly brought before the
meeting may be transacted. To be properly brought before an
annual meeting, business (i) must be specified in the notice
of the meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, (ii) otherwise
properly brought before the meeting by or at the direction
of the Board of Directors, or (iii) otherwise properly
brought before the meeting by a stockholder. For business
to be properly brought before a meeting by a stockholder,
written notice thereof must have been received by the
Secretary of the corporation, not later than (i) with
respect to a regular annual meeting, 90 days in advance of
the third Tuesday in May, and (ii) with respect to any other
meeting, the close of business on the 10th day following the
date of the first public disclosure, which may include any
public filing by the corporation with the Securities and
Exchange Commission, of the Originally Scheduled Date of
such meeting. Any such notice shall set forth as to each
matter the stockholder proposes to bring before the meeting
(i) a brief description of the business desired to be
brought before the meeting, and the reasons for conducting
such business at the meeting and the language of the
proposal, (ii) the name and address of the stockholder
proposing such business, (iii) a representation that the
stockholder is a holder of record of stock of the
corporation entitled to vote at such meeting, and (iv) any
material interest of the stockholder in such business. No
business shall be conducted at any meeting of stockholders
except in accordance with this paragraph, and the chairman
of any meeting of stockholders and the Board of Directors
shall refuse to permit any business to be brought before
meeting without compliance with the foregoing procedures.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Number, Qualification and Term of
Office.
A majority of the members of the Board of Directors
shall not be employees of the Company. These Bylaws shall
not be amended to change the requirement for a majority of
outside directors unless approved by a vote of the
shareholders, or by a vote of a majority of the outside
directors, but in no case prior to September 14, 1995. The
number, qualification and term of office of the Directors
shall be as set forth in the Certificate of Incorporation.
Section 2. Vacancies.
Vacancies in the Board of Directors and newly created
directorships resulting from any increase in the authorized
number of Directors may be filled by a majority of the
Directors then in office, although less than a quorum, or by
a sole remaining Director, at any regular or special meeting
of the Board of Directors.
Section 3. Resignations.
Any Director may resign at any time upon written notice
to the Secretary of the corporation. Such resignation shall
take effect on the date of receipt of such notice or at any
later date specified therein; and the acceptance of such
resignation shall not be necessary to make it effective.
Section 4. Meetings.
Meetings of the Board of Directors may be called by the
Chairman of the Board and shall be called by the Secretary
on the written request of a majority of Directors. The
Board of Directors may hold its meetings at such place as
the Chairman of the Board or in his absence a majority of
Directors from time to time may determine. Notice of each
meeting shall be sent to each Director by first class mail
or by telephone, telegraph or any other means of electronic
communication in each case directed to his residence or
usual place of business, or delivered to him in person or
given to him orally. Notice by mail shall be sent by the
Secretary at least ten (10) days previous, and notice by
telephone, telegraph or other electronic communication at
least five (5) days previous, to the time fixed for the
meeting; unless, in case of exigency the Chairman of the
Board shall prescribe a shorter notice. A written waiver of
notice, signed by the Director entitled to notice, whether
before or after the time of the meeting, shall be deemed
equivalent to notice. The notice of meeting shall state the
time and place of the meeting.
Section 5. Quorum and Manner of Acting.
Except as otherwise provided by statute, the
Certificate of Incorporation, or these Bylaws, the presence
of a majority of the total number of Directors shall
constitute a quorum for the transaction of business at any
meeting of the Board of Directors, and the act of a majority
of the Directors present at any such meeting at which a
quorum is present shall be the act of the Board of
Directors. In the absence of a quorum, a majority of the
Directors present may adjourn the meeting, from time to
time, until a quorum is present.
Section 6. Organization.
At every meeting of the Board of Directors, the
Chairman of the Board or in his absence, a chairman chosen
by a majority of the Directors present shall act as chairman
of the meeting. The Secretary, or in his absence, an
Assistant Secretary, or in the absence of the Secretary and
all the Assistant Secretaries, any person appointed by the
chairman of the meeting, shall act as secretary of the
meeting.
Section 7. Consent of Directors in Lieu of Meeting.
Unless otherwise restricted by the Certificate of
Incorporation or by these Bylaws, any action required or
permitted to be taken at any meeting of the Board of
Directors, or any committee designated by the Board, may be
taken without a meeting if all members of the Board or
committee consent thereto in writing, and such written
consent is filed with the minutes of the proceedings of the
Board or committee.
Section 8. Telephonic Meetings.
Members of the Board of Directors, or any committee
designated by the Board, may participate in a meeting of the
Board or committee by means of conference telephone or
similar communications equipment by means of which all
persons participating in the meeting can hear each other,
and participation in such a meeting shall constitute
presence in person at such meeting.
ARTICLE IV
COMMITTEES OF THE BOARD OF DIRECTORS
Section 1. Executive Committee.
The Board of Directors may, in its discretion,
designate annually an Executive Committee consisting of the
Chairman of the Board and not less than two other Directors
as it may from time to time determine, provided that the
majority of Executive Committee members shall be nonemployee
directors. The Board of Directors shall appoint the
Chairman of the Executive Committee from among the members
of the Committee. Except as limited by statute, by the
Certificate of Incorporation, by these Bylaws, or by further
action of the Board of Directors, the Executive Committee
may exercise all the power of the Board of Directors. All
action taken by the Executive Committee shall be subject to
revision or alteration of the Board; but no such revision or
alteration of any such action shall affect any act or right
of any third party dependent upon such action and having
occurred or arisen prior to notice to such third party of
such revision or alteration. Any person dealing with the
corporation may rely upon a copy of any of said minutes,
votes or resolution, certified by the Chairman of the
Committee or by the Secretary or any Assistant Secretary of
the corporation, and a copy so certified shall be conclusive
evidence of the matters therein stated. The Executive
Committee shall not, unless specifically authorized by a
resolution of the Board of Directors, spend, finance or
commit the Company to any sum exceeding $5 million in any
one instance for nonaircraft capital assets or $30 million
in any one instance for aircraft acquisitions.
Meetings of the Executive Committee shall be held at
the call of the Chairman of the Executive Committee or the
Chairman of the Board. In addition, the Committee shall
hold as many special meetings as it determines necessary.
Section 2. Other Committees.
The Board of Directors may, by resolution passed by a
majority of the Directors, designate such other committees,
consisting of one or more Directors, as it may from time to
time determine, and each such committee shall serve for such
term and shall have and may exercise such duties, functions
and powers as the Board of Directors may from time to time
prescribe. The Chairman of each such committee shall be
designated by the Board of Directors.
Section 3. Committee; Books and Records.
Notice of committee meetings shall be governed by the
provisions of Article III, Section 4, above. Each committee
shall keep a record of its acts and proceedings, and all
action of the committee shall be reported to the Board of
Directors at the next meeting of the Board, except that
minutes of each Executive Committee meeting shall be
forwarded to each Director within seven days of such
meeting.
Section 4. Quorum and Manner of Action.
At each meeting of any committee the presence of a
majority of the members of such committee shall be necessary
to constitute a quorum for the transaction of business, and
if a quorum is present the concurrence of a majority of
those present shall be necessary for the taking of any
action.
ARTICLE V
OFFICERS
Section 1. Number
The officers of the corporation shall be a Chairman of
the Board, a President, a Secretary, and such other officers
as may be elected by the Board of Directors or appointed by
the Chairman of the Board. Any number of offices may be
held by the same person.
Section 2. Election, Term of Office and
Qualifications.
The officers of the corporation shall be elected
annually by the Board of Directors. Each officer elected by
the Board of Directors shall hold office until his successor
shall have been duly elected and qualified, or until he
shall have died, resigned or been removed in the manner
hereinafter provided.
Section 3. Resignations.
Any officer may resign at any time upon written notice
to the Chairman of the Board. Such resignation shall take
effect on the date of its receipt, or on any later date
specified therein; and the acceptance of such resignation
shall not be necessary to make it effective.
Section 4. Removals.
Any officer elected by the Board of Directors may be
removed, with or without cause, by the Board of Directors.
Any officer appointed by the Chairman of the Board may be
removed, with or without cause, by the Chairman of the
Board.
Section 5. Vacancies.
Any vacancy occurring in any office of the corporation
shall be filled for the unexpired portion of the term in the
same manner as prescribed in these Bylaws for regular
election or appointment to such office.
Section 6. Compensation of Officers
The salaries of all officers elected by the Board of
Directors shall be approved or authorized by the Board of
Directors or by the Chairman of the Board when so authorized
by the Board of Directors.
Section 7. Chairman of the Board.
The Chairman of the Board shall be the Chief Executive
Officer of the corporation and shall have the general and
active management of the business of the corporation and
general and active supervision and direction over the other
officers, agents and employees and shall see that their
duties are properly performed. He shall, if present,
preside at each meeting of the stockholders and of the
Board. He shall perform all duties incident to the office
of Chairman of the Board and such other duties as may from
time to time be assigned to him by the Board. The Chairman
of the Board shall have the power to vote shares stock of
other corporations held by the corporation, except as may be
otherwise determined by the Board.
Section 8. President.
The President shall have general and active supervision
and direction over the business and affairs of the
corporation and over its several officers, subject, however,
to the direction of the Chairman of the Board. He shall
perform all duties incident to the office of President and
such other duties as may be assigned to him by the Board,
the Chairman of the Board or these Bylaws.
Section 9. Secretary.
The Secretary or one or more Assistant Secretaries
shall attend all meetings of the Board and all meetings of
the stockholders and act as secretary thereof, and shall
record all votes and the minutes of all proceedings in a
book to be kept for that purpose, and shall perform like
duties for any committee of the Board when required. The
Secretary shall be given other duties as pertain to his
office. The Secretary shall keep in safe custody the seal
of the corporation and when authorized by the Board of
Directors, affix it, when required, to any instrument. An
Assistant Secretary shall perform the duties of the
Secretary in the event of his absence or disability and
shall perform such other duties as may be imposed upon him
by the Board of Directors.
Section 10. Absence or Disability of Officers.
In the absence or disability of the Chairman of the
Board or the President, the Board of Directors may
designate, by resolution, individuals to perform their
duties. The Board of Directors may also delegate this power
to a committee.
ARTICLE VI
STOCK CERTIFICATES AND TRANSFER THEREOF
Section 1. Stock Certificates.
Except as otherwise permitted by statute, the
Certificate of Incorporation or resolution or resolutions of
the Board of Directors, every holder of stock in the
corporation shall be entitled to have a certificate, signed
by, or in the name of, the corporation by the Chairman of
the Board and Chief Executive Officer, the President, or a
Vice President, and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the
corporation, certifying the number of shares, and the class
and series thereof, owned by him in the corporation. Any
and all of the signatures on the certificate may be a
facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same
effect as if he were such officer, transfer agent or
registrar at the date of issue.
Section 2. Lost, Destroyed or Mutilated
Certificates.
In the case of loss or destruction of a certificate of
stock, no new certificate shall be issued in lieu thereof
except upon satisfactory proof to the Secretary of such loss
or destruction; and upon the giving of satisfactory
security, by bond or otherwise, against loss to the
corporation, if such is deemed to be required.
Section 3. Record Date.
In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, or entitled to
receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights
in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of
Directors may fix, in advance, a record date, which shall
not be more than sixty nor less than thirty days before the
date of such meeting, nor more than sixty days prior to any
other action. A determination of stockholders of record
entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting.
ARTICLE VII
DIVIDENDS
Except as otherwise provided by statute or the
Certificate of Incorporation, the Board of Directors may
declare dividends upon the shares of its capital stock
whenever, and in such amounts as, in its opinion, the
condition of the affairs of the corporation shall render it
advisable. Dividends may be paid in cash, in property, or
in shares of capital stock of the corporation.
ARTICLE VIII
INDEMNIFICATION
Section 1. Right to Indemnification.
Each person who was or is made a party or is threatened
to be made a party to or is otherwise involved (including,
without limitation, as a witness) in any actual or
threatened action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she is or
was a Director or officer of the corporation or that, being
or having been such a Director or officer or employee of the
corporation, he or she is or was serving at the request of
the corporation as a Director, officer, employee or agent of
another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to
an employee benefit plan (hereinafter an "indemnitee"),
whether the basis of such proceeding is alleged action in an
official capacity as a Director, officer, employee or agent
or in any other capacity while serving as a Director,
officer, employee or agent, shall be indemnified and held
harmless by the corporation to the full extent permitted by
the Delaware General Corporation Law, as the same exists or
may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits
the corporation to provide broader indemnification rights
than permitted prior thereto) or by other applicable law as
then in effect, against all expense, liability and loss
(including attorneys' fees, judgments, finds, ERISA excise
taxes or penalties and amounts to be paid in settlement)
actually and reasonably incurred or suffered by such
indemnitee in connection therewith and such indemnification
shall continue as to an indemnitee who has ceased to be a
Director, officer, employee, or agent and shall inure to the
benefit of his or her heirs, executors and administrators;
provided, however, that except as provided in Section 2 with
respect to proceedings seeking to enforce rights to
indemnification, the corporation shall indemnify any such
indemnitee seeking indemnification in connection with a
proceeding (or part thereof) initiated by such indemnitee
only if such proceeding (or part thereof) was authorized by
the Board of Directors of the corporation. The right to
indemnification conferred in this Section shall be a
contract right and shall include the right to be paid by the
corporation the expenses incurred in defending any such
proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that if
the Delaware General Corporations Law requires, an
advancement of expenses incurred by an indemnitee in his or
her capacity as a Director or officer (and not in any other
capacity in which service was or is rendered by such
indemnitee including, without limitation, service to an
employee benefit plan) shall be made only upon delivery to
the corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee to repay
all amounts so advanced if it shall ultimately be determined
by final judicial decision from which there is no further
right to appeal that such indemnitee is not entitled to be
indemnified for such expenses under this Section 1 or
otherwise.
Section 2. Right of Indemnitee to Bring Suit.
If a claim under Section 1 is not paid in full by the
corporation within sixty days after a written claim has been
received by the corporation, except in the case of a claim
for advancement of expenses, in which case the applicable
period shall be twenty days, the indemnitee may at any time
thereafter bring suit against the corporation to recover the
unpaid amount of the claim. If successful in whole or in
part in any such suit, the indemnitee shall be entitled to
be paid also the expense of prosecuting such suit. The
indemnitee shall be presumed to be entitled to
indemnification under this Article upon submission of a
written claim (and, in an action brought to enforce a claim
for advancement of expenses, where the required undertaking,
if any is required, has been tendered to the corporation),
and thereafter the corporation shall have the burden of
proof to overcome the presumption that the indemnitee is not
so entitled. Neither the failure of the corporation
(including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination
prior to the commencement of such suit that indemnification
of the indemnitee is proper in the circumstances nor an
actual determination by the corporation (including its Board
of Directors, independent legal counsel, or its
stockholders) that the indemnitee is not entitled to
indemnification shall be a defense to the suit or create a
presumption that the indemnitee is not so entitled.
Section 3. Nonexclusivity of Rights.
The right to indemnification and to the advancement of
expenses conferred in this Article shall not be exclusive of
any other right which any person may have or hereafter
acquire under any statute, provision of the Certificate of
Incorporation, Bylaw, agreement, vote of stockholders or
disinterested directors or otherwise. Notwithstanding any
amendment to or repeal of this Article, any indemnitee shall
be entitled to indemnification in accordance with the
provisions hereof and thereof with respect to any acts or
omissions of such indemnitee occurring prior to such
amendment or repeal.
Section 4. Insurance, Contracts and Funding.
The corporation may maintain insurance, at its expense,
to protect itself and any Director, officer, employee or
agent of the corporation or another corporation,
partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the
corporation would have the power to indemnify such person
against such expense, liability or loss under the Delaware
General Corporation Law. The corporation may without
further stockholder approval, enter into contracts with any
indemnitee in furtherance of the provisions of this Article
and may create a trust fund, grant a security interest or
use other means (including, without limitation, a letter of
credit) to ensure the payment of such amounts as may be
necessary to effect indemnification as provided in this
Article.
Section 5. Persons Serving Other Entities.
Any person who is or was a Director, officer or
employee of the corporation who is or was serving as a
Director or officer of another corporation of which a
majority of the shares entitled to vote in the election of
its directors is held by the corporation shall be deemed to
be so serving at the request of the corporation and entitled
to indemnification and advancement of expenses under Section
1.
Section 6. Indemnification of Employees and Agents
of the Corporation.
The corporation may, by action of its Board of
Directors, grant rights to indemnification and advancement
of expenses to any employee or agent, or any group or groups
of employees or agents, of the corporation with the same
scope and effect as the provisions of this Article with
respect to the indemnification and advancement of expenses
of directors and officers of the corporation.
ARTICLE IX
CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
Section 1. Checks, Drafts, Etc.; Loans.
All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in
the name of the corporation shall be signed by such officer
or officers, agent or agents of the corporation and in such
manner as shall, from time to time, be determined by
resolution of the Board of Directors. Such authority may be
general or confined to specific circumstances.
Section 2. Deposits.
All funds of the corporation shall be deposited, from
time to time, to the credit of the corporation in such
banks, trust companies or other depositories as the Board of
Directors may select, or as may be selected by any officer
or officers, agent or agents of the corporation to whom such
power may, from time to time, be delegated by the Board of
Directors; and for the purpose of such deposit, any officer
or agent to whom such power may be delegated by the Board of
Directors, may endorse, assign and deliver checks, drafts
and other orders for the payment of money which are payable
to the order of the corporation.
ARTICLE X
AMENDMENTS
These Bylaws may be altered or repealed and new Bylaws
may be made by the affirmative vote of a majority of the
Board of Directors, subject to the right of the
stockholders to amend or repeal Bylaws made or amended
by the Board of Directors or to adopt new Bylaws, by the
affirmative vote of a majority of the outstanding stock of
the corporation entitled to vote thereon and the holders of
three-fourths of the stock present in person or
represented by proxy at the meeting, provided that notice of
the proposed action be included in the notice of such
meeting.
Terms of the masculine gender used for convenience in
these Bylaws should be understood in the feminine
gender where appropriate.