Short summaries of each article are shown below. If you would like to view the full article, click on the underlined links. To return to the start, click on the "Go back" link.
STRATEGY, STUDENTS AND GOVERNANCE
Universities and Students' Unions: a maturing relationship
Our article looks at the developing relationship between universities and their students' unions, and explores the likely impact for the future of the provisions in the Charities Bill. Read more.
Our article reviews a recent case on the proper exercise of delegated power and reminds universities of the importance of ensuring a clear documented trail between the original body endowed with a statutory power, and the person or committee actually exercising it. Read more.
FINANCE, TECHNOLOGY AND INTELLECTUAL PROPERTY Value Added Tax – ECJ gives ruling in University of Huddersfield VAT case An article looking at the European Court of Justice's ruling in the University of Huddersfield case, which may bring an end to the use by universities of tax planning structures to enable recovery of VAT on infrastructure works. Read more.
HUMAN RESOURCES
Promoting Disability Equality – the statutory code of practice for public authorities
Our article assesses the impact on universities of the new Code of Practice issued under the DDA 2005 to give details of the new duty on public authorities to promote disability equality. The Disability Rights Commission is concerned that public authorities embrace the new Code at the highest levels and that senior managers appreciate the range of disability issues and duties. Read more. Part time employees - relevant comparators
A recent House of Lords decision has laid down guidance on the use of full time comparators by part time workers seeking to establish less favourable treatment. The decision lowers the barrier for part time workers so that they can compare themselves with a full time worker doing "broadly similar" work. It also has implications for fixed term workers. Read more.
FULL ARTICLES STRATEGY, STUDENTS AND GOVERNANCE Universities and Students' Unions: a maturing relationship The relationship between universities and their students' unions has been placed under the spotlight again recently as a result of proposals in the Charities Bill, likely to come into law this year. This article looks at the legal basis of the relationship, how it has developed over the years, and how the new law (in England and Wales) will change things. Many universities and students' unions are now reviewing the relationship between them, a decade on from the last changes in the law, and in the light of developments in the ways students' unions operate and are funded. The relationship has clearly matured and students' unions generally operate on a more arms' length basis than used to be the case, and have established a greater degree of independence and self-sufficiency. This was evidenced at a recent national seminar day on the subject of students' unions held by the University of Warwick, which was a sell-out, with representation from institutions all over the UK. History Students' unions have made previous spotlight appearances: in the 1980s, a series of court cases established that they had charitable status as a result of the "integral relationship" with their universities – and therefore were prohibited from engaging in political activities (such as supporting striking miners); then the Conservative government at the time enacted the Education Act 1994, Part II of which regulated the relationship and imposed supervisory duties on the governing bodies of universities. The 1994 Act clearly treated students' unions as separate bodies from their universities – being supervised, and being required to have their own constitution and operate democratically. The Charities Act 1993 also reinforced this by giving them exempt charitable status, separately from their universities although still as a consequence of being "administered by or on behalf of" a university. Legal status – part of the university or not? The fact that most students' unions are unincorporated associations has caused confusion about their status in relation to their universities. An unincorporated association has no legal personality, but this does not mean it cannot exist independently for practical purposes. What unincorporated status means is that it cannot enter into contracts (such as employing staff or purchasing goods and services) in its own name. In practice, students' unions do enter into contracts but in law the contract would be treated as being with an individual or group of individuals (usually the executive committee) on behalf of the students' union, which indemnifies them against personal liability. Universities and unincorporated students' unions are therefore generally separate and can enter into legally binding arrangements (through the students' union officers) for the occupation of buildings, joint employment or secondment of staff for example. In practice, these arrangements are often documented, if at all, in a way which leaves gaps and ambiguities about who is responsible for what. Incorporation would protect students' union officers from the possibility that the students' union's assets would be insufficient to indemnify them if things went very wrong. A few students' unions have incorporated as companies limited by guarantee, but it is uncommon so far. Charitable status Universities are also exempt charities (and will remain exempt under the new legislation, unlike students' unions). Both bodies are governed by charity law, normally as separate charities. The objects of the university will include the promotion of education and the setting up and maintaining of a students' union. It is accepted for charity law purposes that a students' union, with its promotion of recreation and leisure facilities for students, is integral to the promotion of education. For this reason it is lawful for the university to use its charitable funds to support the students' union. Charities Bill / Act – the new regime The new Charities Act will require students' unions with turnover above £100,000 to register with the Charity Commission and to comply with the same reporting and other requirements as all registered charities. The executive officers of the students' union already have the status of charity trustees under the present law (whether or not they are aware of that fact or the implications). Under the new regime there will be more formal induction requirements to ensure that they are aware of their duties and responsibilities. They will be subject to supervision by the Charity Commission as well as by the governing body, which will lead to some overlap of functions. Students' unions will not be required to incorporate under the new regime, although they may do so. A company limited by guarantee is an appropriate vehicle for a charitable entity such as a students' union, but involves the additional bureaucracy required by Companies House. The Charities Act will introduce a new type of legal body – a charitable incorporated organisation or CIO – which students' unions could use to incorporate. It will have the advantage of avoiding two sets of accounting requirements. Once the Charity Commission is involved in regulating students' unions' finances, there will be a more definite requirement to establish clear demarcation lines. Both the Charity Commission and the funding council (in England) regulating university charitable activities will be concerned with the financial relationship and the cash flowing between the two bodies. Activities which may be run jointly will probably therefore in future require more formal documentation, as will joint employment arrangements or loans of staff and premises. The question has also been raised of whether a students' union, instead of seeking separate registration with the Charity Commission, could be integrated into the university and become wholly part of it. There are difficulties with this, both legal and practical, such as dealing with issues of the transfer of staff, employment and pension rights, VAT, consolidation of the accounts, and whether the students' union could still be a representative body. Although it would probably be achievable, the idea goes against the general direction of travel, with students' unions instead forging their own separate identities. Rather than introducing drastic changes, we see the arrival of the new Charities Act regime as providing some impetus for universities and students' unions to review their relationship and to clarify it, removing areas of ambiguity over premises, health and safety, activities and staff. This is likely to lead to more formal lines between them and clearer separation, whether or not the students' union decides to incorporate. If students' unions decide to formalise the separation by incorporating, it will be important to show clearly which funds, assets and employees are held or working for the university and which for the students' union – and to be clear about which regulator has authority over them. Go back. nicola.hart@pinsentmasons.com
Thomas Jefferson, one of the Founding Fathers of the United States, observed that: "Our ancient laws expressly declare, that those who are but delegates themselves shall not delegate to others powers which require judgment and integrity in their exercise." Rather more recently, the lawfulness of a Council's scheme of delegation has been put under the judicial spotlight and found wanting. We have also recently advised universities in several cases on the proper exercise of delegated power in relation to the approval of major capital projects, indicating that it is not always as straightforward as may be assumed. This article applies the law of England and Wales, particularly in relation to statutory institutions, but the general principles should be of interest to all institutions. The law concerning the exercise of powers by statutory bodies is strictly applied. In this respect, chartered universities operate in a rather more generous regime than those established under the Education Reform Act 1988 and other statutes. Nevertheless the lawfulness of the decisions of chartered institutions could still be subjected to various forms of internal challenge or visitatorial inquisition. Risks A clear trail back to the original body endowed with the power needs to be established if power is exercised by a delegated person or body. If the power is exercised by a body other than the original one, it must be clear firstly that the relevant power is capable of being delegated at all, and secondly that it has in fact been expressly delegated. If not, actions and decisions taken by a subsidiary body risk being found by a Court to be ultra vires (beyond their powers) and void, in the case of non-chartered institutions. This could have serious consequences, such as that the terms of a major contract could be found to be unenforceable against third parties. The strict application of these principles may well cause administrative inconvenience. However the courts do not accept that as an excuse. The answer is not to ignore the rules, but to draw up a careful and practically operable scheme of delegation, consolidated through detailed terms of reference, or financial or other regulations approved by the governing body, to ensure that the scope of delegation to subsidiary bodies and officers is absolutely clear and is followed in practice. In universities many of the powers conferred upon the governing body or Council are capable of delegation to sub-committees and officers of the university. However, it is not uncommon, when trying to establish the powers of a delegate to enter into a particular transaction, to find that the necessary powers have not been adequately delegated to, for example, the Vice-Chancellor or the Chair of the governing body. The CUC Code emphasises the importance of having clear, codified delegations to individual officers as a matter of good governance. There is also a commercial imperative: on major projects and financing schemes banks (and possibly contractors) will require detailed evidence of the university's powers to enter into the transaction; unlike local authorities universities cannot self-certify their powers and in the event that approvals processes were not followed properly the whole transaction is capable of being declared void. Leicester County Council case In this recent case*, the court examined a statutory highways decision concerning the use of heavy lorries on a particular route. It was agreed it was open to the Council as a matter of principle to provide for such orders to be made under delegated powers, and that there had been a lawful delegation to the Council's Director of Highways, subject to the concurrence of the Council's Chief Executive. The court looked at what was a valid concurrence. The Council argued the Chief Executive had delegated his power to concur to the County Solicitor and that she had then delegated it to a junior officer whose remit included preparing and processing road traffic diversion orders, ticking off a list of legal requirements. Exercise of discretion While these delegations were apparently properly made under the Council's scheme of delegation, the problem pointed out by the court was that there was no evidence that an individual had applied his or her mind to the question of whether they should concur in making the order on behalf of the Chief Executive, as a proper exercise of discretion, considering the merits of the case on his behalf. Extent of delegation The County Solicitor also had the power under the scheme of delegation to act on behalf of the Chief Executive in his absence. The court held this meant what it said (ie in the absence or unavailability of the Chief Executive, the County Solicitor could act if the matter needed to be dealt with), and not simply that the County Solicitor could act on those occasions when she did not think it desirable for the Chief Executive to be involved. The case reminds us that public bodies must exercise their discretion properly. And it's also very important to watch your delegations and make sure they all wire up legally. There are many mechanistic processes carried out in universities that may well have a hidden circuitry problem. It's wise therefore to look under the lid periodically to avoid the system blowing when you least expect it. *R (Selter Associates Limited) v Leicestershire County Council [2005] EWHC 2615 (Admin) nicola.hart@pinsentmasons.com
FINANCE, TECHNOLOGY AND INTELLECTUAL PROPERTY Value Added Tax – ECJ gives ruling in University of Huddersfield VAT case Universities predominantly make supplies of education services, which are exempt from VAT. When a university wishes to develop or refurbish a site, the vast majority of the VAT it incurs in connection with the provision of those services will be an irrecoverable cost to the university. This article is relevant to institutions throughout the UK. Universities have for many years looked to mitigate or defer this irrecoverable VAT. One practice that developed was for a university to incorporate a subsidiary and elect to make a VAT-able supply of a lease in the relevant property to the subsidiary. The VAT costs of the development can then be attributable to a taxable supply (ie the supply of the property under the lease, rather than an exempt supply of education) and therefore recovered. The effectiveness of such structures was significantly reduced by the restrictions on VAT elections when the property development is financed by an exempt user. The facts of Huddersfield In the University of Huddersfield case, the University owned a leasehold interest in a site known as East Mill, which it proposed to redevelop. It opted to charge VAT on East Mill and granted a lease to a trust set up by the University; the trust then sublet East Mill back to the University. The University subsequently engaged a wholly-owned subsidiary company (which was not part of the University's VAT group) to carry out the redevelopment works. The subsidiary invoiced the University for these works, including a substantial amount of VAT. The University sought to recover this VAT, arguing that the construction work received was used for the purpose of an onward VAT-able supply of the property to the trust. HM Revenue & Customs' view HMRC contended that a transaction entered into solely or predominantly for VAT avoidance reasons was not a "supply" for VAT purposes, nor was it in furtherance of an "economic activity", which is another pre-requisite of the application of VAT.
In the alternative, HMRC considered that such a transaction would be contrary to the general principle of law preventing "abuse of rights" and should, therefore, be disregarded.
On either ground, therefore, the view of HMRC was that the transaction which it viewed as artificially giving rise to VAT recovery by the University should be disregarded.
The decision of the ECJ The ECJ ruled favourably for HMRC, but not on the first ground. The ECJ found that the transactions in the case, whatever the motives behind them, were still "supplies" and an "economic activity" for the purposes of VAT. Instead, the Court focussed on the doctrine of "abuse of rights", reiterating that such a doctrine exists as a general principle of EU law. The principle was expressed by the court to apply in the present circumstances (ie the recovery of input VAT) to deny taxpayers the ability to assert an EU law right if: -
The domestic courts will now have to rule on whether the transactions in question constituted an abusive practice. However, with this "abusive practice" principle now firmly established, it seems certain that HMRC will seek to invoke it from the outset in situations where input tax recovery is seen to be enhanced by non-commercial transactions. One complication arising from the judgment is that the ECJ did not adopt the approach suggested by HMRC, ie that the objectionable transactions should be ignored altogether. The view of the ECJ is that the transactions involved should be redefined so as to establish the situation that would have prevailed in the absence of the transactions constituting abusive practice. Although it is not clear how this will operate in practice, it appears that there will be the need for some complicated "what if?" analysis where abusive practices have been found to exist. What next? There are a number of ongoing uncertainties arising out of the ECJ’s decision. First, there is a strong argument that the abuse of rights principle cannot be reconciled with, or interpreted as a feature of, existing domestic VAT law regarding the right to deduct input tax. In this respect, the Government may seek to enact new legislation to put the abuse of rights principle on a statutory footing. Secondly, the decision must be considered alongside the recently introduced VAT avoidance disclosure regime. Taxpayers could find themselves in the position where obtaining a VAT advantage was not the “essential aim” of the transaction (the University of Huddersfield test) but nevertheless was “a main purpose of one of the main purposes” of the arrangements (triggering a disclosure obligation). Finally, the ECJ made it clear that taxpayers are still free to pursue normal commercial transactions, including choosing a course of action which leads to the reduction of irrecoverable VAT. Where the line between normal commercial transactions and abusive practice will be drawn remains unclear. Although the final implications of this decision for the UK remain uncertain, when planning construction and refurbishment works in the future, universities should be alive to the enhanced probability of HMRC challenging a structure which has the effect of improving VAT recovery. Go back. jon.robinson@pinsentmasons.com
HUMAN RESOURCES Promoting Disability Equality – the statutory code of practice for public authorities
The April and September 2005 issues of Universities Legal Briefing covered the introduction of the Disability Discrimination Act 2005 and reviewed the implications for universities. This article focuses on the new Code of Practice issued under the Act and fleshing out the Act's requirements in respect of the new duty to promote disability equality. It is relevant to institutions in England, Wales and Scotland. Whilst university HR departments across the country are busily reviewing their contracts and policies in the context of age discrimination legislation which comes into force in October 2006, they may be forgiven if they have not had the opportunity of carefully considering the implications of the new 180 page Code of Practice affecting public authorities which has been issued by the Disability Rights Commission in accordance with the Disability Discrimination Act 2005. Public authorities are subject to an obligation not to discriminate against disabled people in the context of employment, the provision of services and in relation to education. The Act will impose a further duty on public authorities requiring them to promote disability equality, to have "due regard" to disability (and in this context the Code acknowledges that the size and resources of a particular authority will be relevant in determining how much regard is had to disability) and to actively support the goal of equal opportunity for the disabled people. This new disability equality duty will come into effect in December 2006; the Code of Practice, which has statutory force, is intended to help public authorities comply with the new duty. The Disability Discrimination Act 2005 applies in England, Wales and Scotland. The duty to promote disability equality was reserved to the Scottish Parliament to implement in Scotland. The Code of Practice was issued by the DRC in England and Wales in December 2005 and an equivalent Code in Scotland was approved by the Scottish Parliament in January this year. In order to comply with their obligations under the Disability Discrimination Act 2005, public authorities, including universities, in carrying out their functions will need to have regard to the need to:
Disability Equality Scheme The Code sets out two types of duties which public authorities will be subject to: a general duty and, for certain public authorities, specific duties. The general duty imposes the general obligation on all public authorities to promote disability equality. Like the race discrimination legislation, certain public authorities, including universities, will have specific duties. As for the race equality duty, we might expect that more specific guidance on implementing the duties in higher education will be issued in due course. Key amongst the specific duties will be the duty on public authorities to create a Disability Equality Scheme. The scheme will need to set out what action the public authority will take to give effect to the overarching duty to promote equality: essentially this will be their blue-print for giving effect to the various duties. The need to promote equality is not, of course, a new concept. Many universities will already have an Equality and Diversity Officer, who will no doubt be considering their enlarged duties. But the Disability Rights Commission is concerned that public authorities embrace the new Code at the highest levels and not leave the issue of disability to equality officers. The DRC has expressed concern that CEOs and other senior managers have little interest in disability and do not appear to appreciate that issues of disability are not limited to HR issues and building design. The Code encourages public authorities to think about the issue of disability across the entire breadth of their concerns, and to make the issue one which is mainstream to their thinking, whether in the context of HR, building design, provision of services, outsourcing services, designing delivery of services or otherwise. The Code also urges public authorities to collaborate amongst themselves as well as giving overall responsibility to Secretaries of State of certain government departments to develop overarching plans to promote disability equality in their area of responsibility. The Secretary of State for Education and Skills will have to develop the Department's own disability plan and this will need to provide a framework for organisations to share their knowledge and expertise. Universities will need to appoint individuals at a senior level to ensure that there is co-ordination across departments to address responsibilities under the Code. One benefit of this Code may be that by creating cross-departmental liaison for the purpose of giving effect to the Code, departments may develop greater understanding of their respective roles and of the issues which affect them. There will be various elements which will need to be incorporated into a Disability Equality Scheme: plans of action, feedback and involvement of disabled people and others, collection and analysis of evidence and assessing the impact of policies on disabled people. Those involved in all aspects of an organisation will need to be liaising to consider the implications of their policies and procedures on the disabled people. There will need to be feedback in terms of information as to whether or not particular policies or practices are acting as barriers to disabled people. For example, if courses are only offered at a site where there are no parking facilities this may be a barrier to disabled students. If course materials are not available in different formats, this may dissuade potential students from participating in a particular course. Procurement impact The term "public authority" includes any organisation which exercises some functions of a public nature. Public authorities. When outsourcing work to a private sector company, where the company is standing in the shoes of the public authority, will be subject to the Code. However, even if a private sector company is not carrying out the functions of a public authority, it could still be affected where it provides services to a public authority. The Code requires public authorities to build the issue of disability into their procurement process: those private companies which do not demonstrate good practice in relation to disabled people are likely to lose out in terms of awards of public sector work. The commercial necessity for good practice in relation to disabled people will be strong amongst those companies who work with public authorities. Anticipatory duty One area which will concern public authorities is that the Code requires them to anticipate needs. It will not be enough therefore to make adjustments once need has been brought to their attention. Public authorities will have to consider who their stakeholders will be, how they capture information about what the needs of disabled people are and what steps they will take to accommodate those needs. To do this universities will need to ensure that they collaborate with their disabled stakeholder groups, including not merely staff and students, but also disabled parents, visitors and other disabled individuals who engage with the university. So that departments understand what they need to do, universities will need to start an urgent programme of raising disability awareness and carrying out training in order that all those across the organisation at the most senior levels understand what the implications are for their departments and what they need to do to give effect to the Code. Any universities that have not started to address the issues set out in the Code need to do so now if they are to meet the December 2006 deadline. Go back. jane.moorman@pinsentmasons.com
Protection for part time employees against less favourable treatment was introduced in 2000. However, in order to be able to bring a claim, a part time employee has to find an appropriate full time worker with whom to compare him or herself and this has proved to be a thorny issue. In July 2004 the Court of Appeal held in the case of Matthews v Kent Fire Authority that part time firefighters could not compare themselves to full time firefighters because of a number of differences in their duties. This seemed to place a very high obstacle in the path of part timers looking to bring a claim. Now however, the House of Lords has overturned that decision, potentially paving the way for some 12,000 retained firefighters to gain access to the Firemen's Pension Scheme, obtain better terms regarding sick pay and an equivalent hourly rate to full time firefighters for additional duties. This is the first time this issue has been considered by the House of Lords and establishes that a broad approach should be followed when deciding whether a part time worker can compare themselves to a full time worker. This article is relevant to institutions throughout the UK. The Law Under the Part Time Workers (Prevention of Less Favourable Treatment) Regulations 2000 ("PTWR") part time workers have a right not to be treated less favourably than comparable full time workers as regards the terms of their contract of employment or by being subjected to any other detriment. If the less favourable treatment is on the grounds that they are part time such treatment will be unlawful unless that treatment can be objectively justified. Regulation 2(4) sets out the necessary test:- A full time worker is a comparable full time worker in relation to a part time worker if, at the time when the treatment that is alleged to be less favourable to the part time worker takes place: (a) both workers are:
Facts Several retained (and therefore part time) firefighters brought a claim under the PTWR alleging they should receive equality of treatment with full time firefighters with regard the terms of their employment. In particular, retained firefighters were refused access to the Firefighters Pension Scheme, a different method is used when calculating sick pay and a lower hourly rate is paid for additional duties undertaken. The question for the House of Lords was whether the full time firefighters were comparable full time employees. At the tribunal, Employment Appeal Tribunal and the Court of Appeal it was held that they were not. With the backing of the union this went on appeal to the House of Lords where the appeal was upheld. Decision of the House of Lords The House of Lords looked at two questions. Firstly, were the retained firefighters employed under the same type of contract and secondly, were they engaged in the same or broadly similar work? 1. Employed by the employer under the same type of contract The House of Lords, agreeing with the Court of Appeal, held that the retained firefighters were employed under the same type of contract as the full time firefighters as both were employed on an indefinite contract. The fact the retained firefighters' contracts contained different provisions regarding shift patterns and payment methods did not alter this. The House of Lords held this provision should not be interpreted in a way to allow employers to single out particular kinds of part time working arrangements and treat them differently from the rest. 2. Were the retained firefighters engaged in the same or broadly similar work? The claims had previously failed on the basis that the retained firefighters were not engaged in the same or broadly similar work. Whilst it was agreed that central to both roles was putting out fires, in addition to this, the full time workers' role was a 'fuller, wider job'. Full time firefighters spent proportionately less of their time putting out fires and undertook other duties such as fire risk assessments, attending local events, giving demonstrations and advising on installation of home fire detectors. The House of Lords disagreed with this reasoning. Whilst the tribunal must look at both similarities and differences, the question is not whether the work is different but whether it is "broadly similar". If a large component of the work is exactly the same, the question is whether any differences are of such importance as to prevent the work being regarded overall as the same or broadly similar. Particular weight should be given to the extent to which their work is in fact the same and to the importance of that work to the enterprise as a whole. Otherwise, the risk is that too much weight is given to differences which are the almost inevitable result of one worker working full time and another worker working less than full time. The case was remitted to the Tribunal so that it can consider the question of whether the retained firefighters are engaged in the same or broadly similar work in the light of this guidance. The Tribunal had already indicated that it saw the difference in treatment regarding access to the pension scheme and rules governing sick pay as less favourable treatment for which there was unlikely to be objective justification so that the retained firefighters are likely to succeed if it is found this time that they are engaged in the same or broadly similar work. What does this mean? This decision has implications for both part time and fixed term staff. As far as part time staff are concerned, universities should review the contractual terms issued to part time and full time staff and also consider policies to see if they are applied differently to part time and full time employees. If such differences are identified, you should consider whether those part time workers could point to a comparator engaged in the same or broadly similar work. When looking at the comparator you should concentrate on the similarities in the work of the two categories of employees rather than the differences and the importance of the similarities to the job overall. For example, a part time teaching only lecturer may now find it easier to compare him or herself to a full time lecturer whose duties perhaps encompass administrative duties in addition to teaching. This decision is also likely to be quoted when looking at claims under the Fixed Term Employees (Prevention of Less Favourable Treatment) Regulations 2002. As with the PTWR, fixed term workers must in order to succeed in any claim, first show a comparable permanent worker. The wording regarding comparability of work is identical to that under the PTWR. This means it may be easier for fixed term staff, such as contract research staff, to compare themselves to permanent academic staff depending on the similarities in their roles, for example the predominance or otherwise of research in the permanent academic employee's role. Go back. rebecca.squires@pinsentmasons.com
We welcome your feedback, criticism and suggestions If you have any comments, or if you would like further advice or assistance with any of the issues covered in this briefing, or for information about Pinsent Masons' National Universities Team, please contact Nicola Hart, Head of Education at Pinsent Masons. Email: nicola.hart@pinsentmasons.com Tel: 0121-260 4050
While our Universities Legal Briefing is copyright, you are welcome to copy or forward it to colleagues within the institution, and to quote from it as long as the source is acknowledged. This briefing does not constitute legal advice. Specific legal advice should be taken before acting on any of the topics covered.
LONDON BIRMINGHAM BRISTOL EDINBURGH GLASGOW LEEDS MANCHESTER BRUSSELS DUBAI HONG KONG SHANGHAI T 0845 300 32 32 www.pinsentmasons.com |
|