1. GENERAL PROVISIONS
2. LEGAL STATUS OF THE ASSOCIATION
3. OBJECTIVES AND SUBJECT OF THE ASSOCIATION
4. PRINCIPLES OF THE ASSOCIATION’S ACTIVITIES
5. FUNCTIONS OF THE ASSOCIATION
6. SOURCES OF FORMATION OF THE ASSOCIATION’S PROPERTY
7. ADMISSION TO MEMBERSHIP AND WITHDRAWAL FROM THE ASSOCIATION
8. RIGHTS AND OBLIGATIONS OF ASSOCIATION MEMBERS
9. GOVERNING BODIES AND INTERNAL BODIES OF THE ASSOCIATION
10. GENERAL MEETING OF MEMBERS
11. MANAGEMENT BOARD OF THE ASSOCIATION
12. CONTROL, ACCOUNTING, REPORTING, AND OVERSIGHT
13. DISSOLUTION, REORGANIZATION, AND LIQUIDATION
14. FINAL PROVISIONS

1.1. The Global Business and Finance Association (GBFA) (the “Association”) is a non-profit membership association of individuals established on the basis of voluntary membership to represent and protect the common professional interests of its members, pursue socially beneficial goals, and carry out other lawful non-profit purposes.
1.2. The Association unites entrepreneurs, executives, managers, financiers, economists, business professionals, and experts active in entrepreneurship, business, finance, innovation, professional services, and related fields. It promotes cooperation, professional development, ethical standards, exchange of experience, and recognition of outstanding professional achievements.
1.3. The full name of the Association is the Global Business and Finance Association. The abbreviated name is GBFA.
1.4. The registered office of the Association is in Madrid, Spain. Its specific address may be determined and changed by the Management Board, unless otherwise required by applicable law. 
1.5. The Association shall operate throughout Spain and internationally. It may admit members, conduct activities, develop projects, and cooperate with individuals and organizations in any country, subject to applicable law. 
1.6. The Association is established without limitation of its term of activity.

2.1. The Association shall have legal personality and legal capacity in accordance with applicable law and from the moment provided by such law.
2.2. The Association may own property, acquire and exercise property and non-property rights, incur obligations, enter into contracts and other transactions, and act as a claimant or defendant in court to the extent necessary to achieve its statutory purposes.
2.3. The Association may maintain an independent balance sheet and open bank accounts, including foreign currency accounts, in accordance with applicable law.
2.4. The Association may use symbols, certificates, and other means of identification bearing its full or abbreviated name, subject to applicable law and internal documents. 
2.5. To achieve its purposes, the Association may establish non-profit organizations, participate in other legal entities, and join associations, unions, networks, or other organizations, provided that such participation is consistent with its non-profit nature and objectives.
2.6. Property transferred to the Association by members, founders, donors, or other persons shall become the property of the Association unless otherwise provided by law or the terms of the transfer.
2.7. Members shall not be liable for the obligations of the Association, and the Association shall not be liable for the obligations of its members, unless otherwise provided by applicable law or a separate written agreement.

3.1. The main purpose of the Association is to unite professionals active in entrepreneurship, business, finance, innovation, professional services, and related fields; represent and protect their common interests; promote cooperation and professional development; encourage ethical standards; and contribute to the development of business and finance.
3.2. The Association recognizes and supports individuals whose achievements, professional impact, innovation, leadership, or contribution to society demonstrate outstanding merit in their respective fields.
3.3. The activities of the Association may include:
– establishing membership conditions, admission criteria, ethical standards, and internal membership procedures;
– maintaining the register of members and administering membership matters;
– developing and applying internal standards, rules, codes, and disciplinary procedures;
– representing the common interests of members before public authorities, institutions, professional and international organizations, and other entities;
– organizing professional, educational, networking, public, recognition, and industry programs and events;
– providing informational, analytical, consulting, methodological, and organizational support to members;
– preparing and distributing publications and materials related to the objectives of the Association;
– cooperating with national and international organizations, institutions, experts, and professional communities;
– maintaining the official website and other communication channels and publishing information about the Association and its activities;
– carrying out other lawful activities consistent with the purposes and non-profit nature of the Association.
3.4. The Association may carry out income-generating activities only to the extent that they are consistent with its non-profit nature and directed toward achieving its statutory purposes. Any income or profit shall not be distributed among members and shall be used only for the purposes of the Association.

4.1. The Association shall act on the basis of:
– voluntary admission to and withdrawal from membership;
– equality of members’ rights and obligations, subject to these Articles;
– lawful, transparent, and responsible decision-making;
– non-profit activity and prohibition of distribution of profit among members;
– ethical conduct, professional integrity, confidentiality, and respect for the reputation of the Association and its members;
– internal self-regulation through codes, standards, rules, and procedures;
– recognition of exceptional merit, innovation, leadership, and significant professional or public contribution.
4.2. The Association and its members shall comply with these Articles, applicable law, the GBFA Code of Ethics, and other internal documents adopted within the competence of the relevant body.
4.3. The Association may establish measures to prevent conflicts of interest, protect confidential information and personal data, safeguard its reputation, and ensure compliance with ethical and professional standards.
4.4. The Association shall not carry out activities or enter into transactions that contradict its non-profit nature, purposes, these Articles, or applicable law.

5.1. To achieve its objectives, the Association may adopt and apply internal standards, rules, regulations, codes, policies, and procedures governing membership, ethics, professional conduct, fees, complaints, disciplinary matters, information disclosure, internal bodies, and other matters related to its activities.
5.2. The Association may organize the admission and administration of members, including screening and verification of applications, professional and reputational evaluation, maintenance of membership records, and issuance of membership certificates.
5.3. The Association may review compliance by members with these Articles and internal documents, consider complaints and appeals, and apply disciplinary measures in accordance with the established procedure.
5.4. The Association may organize events, programs, awards, publications, training, professional development, and other initiatives, and may provide informational, analytical, consulting, methodological, and organizational support.
5.5. The Association may represent the common interests of its members, cooperate with public, professional, educational, commercial, and international organizations, and maintain public communication channels, including an official website.
5.6. The Association may perform any other lawful functions consistent with its objectives and non-profit nature.

6.1. The property and funds of the Association shall be used solely for the achievement of its statutory purposes and the maintenance and development of its activities.
6.2. The Association may own movable and immovable property, funds, equipment, intellectual property rights, securities, rights of claim, and other assets permitted by applicable law.
6.3. The sources of the Association’s property and funds may include entrance fees, annual membership fees, target contributions, voluntary contributions, donations, gifts, grants, sponsorship, inheritance, income from property and lawful activities, interest and investment income, and other lawful sources consistent with its non-profit nature.
6.4. The General Meeting of Members shall determine the general principles and categories of membership-related payments. The Management Board shall determine their amounts, payment procedures, deadlines, exemptions, deferrals, and administrative rules within those principles and in accordance with these Articles.
6.5. Payment of any fee or contribution shall not constitute a ground for admission, create an automatic right to membership, or influence the assessment of a candidate. Admission shall be based exclusively on the membership criteria and selection procedure established by these Articles and internal documents.
6.6. Members shall make required payments in the amount, manner, and terms duly established by the competent body of the Association.
6.7. Income or profit of the Association shall not be distributed among founders, members, members of governing bodies, employees, or related persons and shall be used solely for the purposes of the Association.
6.8. The Association shall maintain accounting and financial records and prepare required reports in accordance with applicable law.

7.1. Membership Eligibility and Exceptional Merit Standard
7.1.1. Membership is available only to natural persons and constitutes a professional distinction reserved for candidates whose achievements are outstanding, independently verifiable, and substantially exceed ordinary professional standards in their respective fields. 
7.1.2. A candidate must demonstrate exceptional merit, significant professional or business impact, high ethical standards, and a contribution to business, finance, entrepreneurship, innovation, professional practice, public benefit, or another field corresponding to the objectives of the Association.
7.1.3. Exceptional merit may be demonstrated through outstanding professional or business achievements, a significant contribution to the development of the business environment, or the creation, leadership, development, or implementation of innovative goods, services, strategies, projects, or professional solutions. In all cases, the candidate must satisfy all mandatory criteria established in clause 7.2.
7.1.4. Candidates may be considered from the following sectors, including but not limited to:
– Manufacturing;
– Construction and Real Estate Development;
– Trade and Retail, including E-commerce;
– Services, including B2B and B2C services;
– Fashion, Beauty, and Lifestyle;
– Events, Mass Events, Hospitality, and Tourism;
– Banking, Finance, Credit, and Investment Sector;
– Restaurant Business, Food Industry, and Catering;
– Information Technology, Software Development, and Startups;
– Digital Education and EdTech;
– Marketing, Advertising, and Media;
– Logistics, Transportation, and Supply Chain;
– Healthcare, Medical Technologies, and Biotechnology;
– Energy, Renewable Energy, and Environmental Technologies;
– Agriculture, AgriTech, and FoodTech;
– Creative Industries, including Design, Art, Culture, and Entertainment;
– Consulting, Legal, and Corporate Services;
– Real Estate, Property Management, and Urban Development;
and other business, finance, professional, innovation, or related sectors corresponding to the objectives of the Association.
7.2. Mandatory Membership Criteria
7.2.1. A candidate must demonstrate:
– Outstanding Professional Achievements: outstanding and independently verifiable professional achievements;
– Significant Contribution: significant professional, business, innovative, social, or public contribution corresponding to the objectives of the Association;
– Professional Experience: at least five years of verified professional experience in the relevant field, except where the Management Board, by the qualified majority required under clause 7.4.5, determines that the candidate’s extraordinary and independently verifiable achievements demonstrate an equivalent or higher level of professional distinction;
– Ethical Integrity and Professional Responsibility: ethical integrity, professional responsibility, and compliance with applicable legal and professional standards;
– Reliable Supporting Evidence: reliable and independently verifiable evidence confirming the candidate’s experience, achievements, impact, reputation, and qualifications. 
7.2.2. Professional experience, public visibility, recommendations, awards, and other forms of professional recognition may be considered as evidence of the candidate’s achievements, contribution, reputation, impact, or professional standing but shall not, by themselves, be sufficient for admission. Payment of fees shall not constitute evidence of merit or influence the admission decision. 
7.3. No Automatic Right to Membership
7.3.1. Compliance with formal minimum criteria is necessary but not sufficient for admission. No candidate has an automatic right to membership.
7.3.2. The Association may refuse admission where the candidate does not meet its standards of exceptional merit, professional reputation, integrity, independence, ethical conduct, or alignment with its objectives.
7.4. Membership Selection Procedure
7.4.1. A candidate shall submit an application and documented dossier in the form and manner determined by the Association.
7.4.2. Applications shall be screened, verified, and evaluated in accordance with the Membership Regulations approved by the Management Board. The process may include document verification, professional, ethical and reputational review, an interview, and evaluation by committees, experts, or other authorized internal bodies.
7.4.3. In assessing compliance with the mandatory membership criteria, the Association may consider recommendations, references, expert opinions, awards and nominations, professional recognition, jury and expert appointments, membership or active roles in reputable professional organizations, speaking engagements, publications, mentoring, teaching, participation in influential projects, and other reliable and independently verifiable evidence demonstrating the candidate’s achievements, contribution, reputation, impact, or professional standing. The relevance and weight of such evidence shall be assessed in context. No single type of evidence shall, by itself, establish compliance with the mandatory criteria or create a right to admission. 
7.4.4. The final decision on admission shall be made by the Management Board. A Board member with a material conflict of interest concerning a candidate shall disclose it and shall not participate in the evaluation or vote.
7.4.5. A decision on admission shall require the affirmative votes of at least two thirds of all serving and unconflicted members of the Management Board and, in all cases, not fewer than two affirmative votes. Conflicted Board members shall not be counted in determining the quorum or voting threshold for the admission decision, and at least two unconflicted Board members must participate.
7.4.6. A candidate admitted by the Management Board shall become a member on the date of the admission decision, unless a later effective date is expressly stated in that decision. The admitted member shall be notified of any applicable entrance fee. The admission decision shall be based solely on merit and compliance with the membership criteria. 
7.4.7. Following admission, the member shall pay the applicable entrance fee within the period and in the manner established by the Membership Fees Regulations. Payment of the entrance fee shall not constitute consideration for admission or a condition for the validity or effectiveness of the admission decision. 
7.4.8. The Association shall issue an electronic membership certificate to each admitted member. Information about the member shall be published on the official website of the Association in accordance with applicable law, data protection requirements, internal documents, and the member’s consent where required. 
7.5. Termination of Membership
7.5.1. Membership shall terminate by voluntary withdrawal, exclusion, death, or other grounds established by these Articles or applicable law.
7.5.2. A member may withdraw by submitting written notice in the form determined by the Association.
7.5.3. A member may be suspended or excluded for a serious or repeated violation of these Articles or the GBFA Code of Ethics; material failure to comply with lawful decisions of the governing bodies; failure to pay required fees or contributions after written notice; provision of materially false or misleading information relating to membership; or conduct causing material and demonstrable harm to the Association, its lawful activities, or its reputation.
7.5.4. Disciplinary measures may include a written warning, suspension of membership, or exclusion from the Association.
7.5.5. No member shall be sanctioned or excluded without prior written notice of the relevant grounds, a reasonable opportunity to provide explanations and evidence, and a reasoned decision of the Management Board. Detailed procedures shall be established by the Disciplinary Regulations approved by the Management Board.
7.5.6. The Disciplinary Regulations may regulate procedures and sanctions but may not create additional grounds for exclusion beyond those established by these Articles.

8.1. Members shall have equal rights and obligations regardless of the date of admission or duration of membership, subject only to these Articles and applicable law.
8.2. Members shall have the right to:
8.2.1. participate in General Meetings and vote on matters within their competence;
8.2.2. elect members of governing bodies and be eligible for election, subject to applicable requirements;
8.2.3. propose agenda items and candidates in the manner and within the thresholds established by these Articles or internal documents;
8.2.4. receive information about the Association’s activities within the limits of law, confidentiality, and data protection requirements;
8.2.5. apply to the governing and internal bodies of the Association and submit proposals regarding its activities;
8.2.6. participate in events, programs, projects, and other activities and use the resources and services of the Association on equal terms;
8.2.7. make voluntary contributions and donations;
8.2.8. challenge decisions of the bodies of the Association that the member considers contrary to these Articles or applicable law;
8.2.9. withdraw from membership and exercise other rights provided by these Articles or applicable law.
8.3. Members shall:
8.3.1. comply with these Articles, the GBFA Code of Ethics, membership regulations, and other duly adopted internal documents;
8.3.2. comply with decisions of the governing bodies adopted within their competence;
8.3.3. pay required fees and contributions in the established amount, manner, and terms;
8.3.4. maintain high standards of professional conduct, integrity, responsibility, and respect for the Association and its members;
8.3.5. protect confidential, restricted, personal, commercial, and other protected information;
8.3.6. avoid actions or omissions that may materially harm the Association, its members, its reputation, or its objectives;
8.3.7. provide and update information reasonably required for membership administration, the member register, compliance, ethics, and payment matters;
8.3.8. not use the name, symbols, certificates, status, or membership of the Association in a misleading, unlawful, unethical, or reputationally harmful manner.
8.4. Internal documents may regulate the detailed exercise of the rights and performance of the obligations established by these Articles but may not materially restrict statutory rights, create additional grounds for termination of membership, or otherwise contradict these Articles or applicable law.

9.1. The governing bodies of the Association are the General Meeting of Members and the Management Board.
9.2. The General Meeting of Members is the supreme governing body of the Association.
9.3. The Management Board is the executive body responsible for the current, administrative, membership-related, financial, contractual, communication, and organizational activities of the Association, except for matters reserved to the General Meeting by these Articles or applicable law.
9.4. The Association may establish a Secretariat, committees, councils, expert panels, advisory, ethics, disciplinary, audit, supervisory, or other internal bodies.
9.5. Internal bodies may perform preparatory, advisory, expert, administrative, verification, and review functions but may not make final decisions reserved to the governing bodies.
9.6. The composition, competence, and procedures of internal bodies may be determined by the Management Board or by internal documents, unless the matter is reserved to the General Meeting.
9.7. Members of all governing and internal bodies shall act in the interests of the Association, in good faith, reasonably, and in accordance with these Articles and applicable law.

10.1. The competence of the General Meeting of Members includes:
10.1.1. determining the main priorities and strategic directions of the Association;
10.1.2. determining the general principles of formation and use of the Association’s property and funds, establishing materiality thresholds for major transactions, and approving transactions reserved to the General Meeting under clause 11.3.8;
10.1.3. approving amendments and additions to these Articles;
10.1.4. approving annual reports and accounting or financial statements;
10.1.5. electing and removing members of the Management Board;
10.1.6. approving the GBFA Code of Ethics and other internal documents expressly reserved to the General Meeting by these Articles or applicable law;
10.1.7. determining the general principles and categories of membership fees and other required payments;
10.1.8. establishing branches and representative offices and deciding on participation in other legal entities, associations, unions, networks, or other organizations;
10.1.9. electing an auditor or other oversight body where such body is established;
10.1.10. deciding on dissolution, reorganization, and liquidation and approving liquidation balance sheets;
10.1.11. deciding other matters assigned to it by these Articles or applicable law.
10.2. Matters expressly reserved to the exclusive competence of the General Meeting may not be transferred to the Management Board or other bodies.
10.3. Decisions on amendments to these Articles, early removal of members of the Management Board, dissolution, reorganization, and liquidation shall be adopted by a qualified majority of at least two thirds of the votes of members present or represented, unless a higher threshold is required by law or these Articles. All other decisions, including election of members of the Management Board and approval of annual reports and financial statements, shall be adopted by a simple majority.
10.4. The General Meeting shall be competent if more than half of all members are present or represented. A repeated meeting with the same agenda may be convened within twenty days and shall be competent if at least one third of all members are present or represented. Decisions on amendments to these Articles, early removal of members of the Management Board, dissolution, reorganization, or liquidation may be adopted only if at least one half of all members are present or represented, whether at the original or a repeated meeting.
10.5. Each member shall have one vote.
10.6. An ordinary General Meeting shall be held at least once a year and convened by the Management Board. An extraordinary meeting may be convened by the Management Board, an auditor or oversight body where established, or members representing at least one third of all members.
10.7. Members shall be notified of the date, time, venue, format, and agenda at least thirty days before the meeting, unless a shorter period is permitted by applicable law. Notice may be given by post, electronic mail, or another direct means established by internal documents.
10.8. Additional agenda items may be proposed by the Management Board or by members representing at least one third of all members in the manner and within the time limits established by internal documents.
10.9. General Meetings may be held in person, remotely, or in a mixed format, provided that members can be identified and can participate in discussion and voting.
10.10. Each meeting shall elect or appoint a chairperson. The minutes shall be prepared and signed by the chairperson or by another person duly authorized by the meeting. 
10.11. Detailed procedures for convening, holding, voting, representation, and documentation of General Meetings may be established by regulations approved by the General Meeting, provided that they do not contradict these Articles or applicable law.

11.1. The Management Board shall consist of not fewer than three members of the Association elected by the General Meeting for a term of three years. Only members of the Association may serve on the Management Board. The General Meeting shall determine the number of Board members and may terminate their powers before expiry of the term.
11.2. The Management Board shall elect a Chairman from among its members and may elect other officers. The Chairman organizes and chairs meetings and represents the Board. Minutes and other records of Management Board decisions shall be prepared and kept by the Chairman or another duly authorized person. 
11.3. The competence of the Management Board includes:
11.3.1. managing the current activities of the Association and implementing decisions of the General Meeting;
11.3.2. convening General Meetings and preparing their agendas and materials;
11.3.3. deciding on admission, suspension, restoration, and exclusion of members and administering membership matters;
11.3.4. maintaining the member register and organizing certificates and website publication;
11.3.5. approving and amending the Membership Regulations within the criteria established by these Articles, approving and amending the Disciplinary Regulations, and approving and applying other internal operational documents within its competence;
11.3.6. organizing the work of the Secretariat, committees, experts, and other internal bodies;
11.3.7. organizing accounting, reporting, records, document storage, and administrative support;
11.3.8. managing property and funds, approving transactions, entering into contracts, and issuing powers of attorney within its competence; provided that the acquisition or disposal of immovable property and any transaction exceeding a materiality threshold established by the General Meeting shall require prior approval of the General Meeting;
11.3.9. determining the amounts, payment procedures, deadlines, exemptions, deferrals, and administrative rules of fees and contributions within the principles and categories established by the General Meeting and these Articles;
11.3.10. organizing events, programs, projects, publications, partnerships, and public communications;
11.3.11. representing the Association and deciding other current matters not reserved to the General Meeting.
11.4. Meetings of the Management Board may be held in person, remotely, or in a mixed format. A meeting shall be competent if more than half of all serving Board members participate.
11.5. Each Board member shall have one vote. Decisions shall be adopted by a simple majority of the members participating, unless these Articles or internal documents require a higher threshold. Admission decisions shall be governed by clause 7.4.5.
11.6. Contracts, certificates, powers of attorney, official correspondence, and other documents may be signed by the Chairman or another person authorized by the Management Board.
11.7. The powers of a member of the Management Board shall terminate upon expiry of the term of office, resignation, death or incapacity, loss of membership in the Association, removal by the General Meeting, legal incompatibility, or another ground established by applicable law. Vacancies shall be filled by the General Meeting. Until the next General Meeting, the remaining Board members may appoint an interim replacement from among the members of the Association; the General Meeting shall elect a replacement for the remainder of the term.
11.8. Detailed procedures for nomination, election, resignation, interim replacement, meetings, voting, and documentation of Management Board decisions may be established by internal regulations, subject to these Articles and applicable law.
11.9. Board members shall act in good faith and may be liable to the Association for losses caused by culpable actions or omissions in the cases and manner provided by applicable law.
11.10. Members of the Management Board shall serve without remuneration for holding office. This shall not prevent reimbursement of duly documented expenses or payment for separate professional services under a written agreement approved in accordance with applicable conflict-of-interest rules. The interested Board member shall not participate in the approval of such agreement or payment.

12.1. The Association shall maintain accounting, financial, statistical, corporate, membership, and other required records in accordance with applicable law and internal documents.
12.2. The Association shall prepare and provide reports, statements, tax and statistical information, and other required information to competent authorities and authorized persons in the manner and scope established by law.
12.3. The Association shall ensure internal control over the use of property and funds, implementation of decisions of the General Meeting, and compliance with these Articles and internal documents.
12.4. The General Meeting may elect an auditor, audit commission, supervisory body, or other oversight body. Its competence, term of office, powers, and procedures shall be determined by the General Meeting or by regulations approved by the General Meeting.
12.5. Members may receive information about the Association’s activities subject to applicable law, confidentiality, and data protection requirements. Information that must be disclosed by law may not be classified as confidential.
12.6. The Association shall take reasonable measures to protect personal data, confidential information, membership and candidate records, expert opinions, disciplinary materials, and other protected information.

13.1. The Association may be dissolved by a resolution of the General Meeting adopted in accordance with these Articles, by the permanent impossibility of achieving its statutory purposes, by a final decision of a competent court or public authority, or on other grounds established by applicable law.
13.2. Reorganization may be carried out by decision of the General Meeting in any form permitted by applicable law. The rights, obligations, property, and records of the Association shall be transferred or otherwise handled in accordance with law and the relevant decision.
13.3. Upon dissolution, or where liquidation is otherwise required, the General Meeting shall appoint a liquidator or liquidation commission and determine the procedure and terms of liquidation, unless otherwise provided by law or a competent authority.
13.4. The liquidator or liquidation commission shall manage the affairs of the Association for liquidation purposes, notify creditors, settle obligations, and prepare required liquidation documents and balance sheets in accordance with applicable law.
13.5. Property and funds remaining after satisfaction of creditors’ claims shall not be distributed as profit or income among members, founders, members of governing bodies, employees, or related persons. They shall be directed to the statutory, charitable, public benefit, or other non-profit purposes permitted by applicable law.
13.6. Documents and records of the Association shall be transferred, archived, stored, or otherwise handled in accordance with applicable law.

14.1. Amendments and additions to these Articles shall be approved by the General Meeting by a qualified majority of at least two thirds of the votes of members present or represented, unless a higher threshold is required by applicable law.
14.2. The General Meeting, the Management Board, and other competent bodies may approve internal rules, regulations, codes, standards, policies, and procedures within their respective powers.
14.3. Internal documents shall not contradict these Articles or applicable law. In the event of conflict, these Articles shall prevail.
14.4. These Articles shall be binding on the Association, its members, governing and internal bodies, officers, and other persons acting on its behalf.
14.5. Natural persons entered in the register of members on the effective date of these amended and restated Articles shall retain their membership without being required to submit a new application or undergo a new admission procedure, subject to continued compliance with these Articles, the GBFA Code of Ethics, and other duly adopted internal documents.
14.6. If any provision is found invalid or unenforceable, the remaining provisions shall remain in force. Matters not regulated by these Articles or internal documents shall be governed by applicable law.