NEW MEXICO CHAPTER OF THE
AMERICAN MARKETING ASSOCIATION
MEMBERSHIP CLASSES AND DUES
Section 1. Membership Classes. Association and Chapter Membership shall be divided into the following classes: Note: Membership stays with the individual, regardless of company affiliation and who paid for membership.
- Professional Membership is open to any person engaged in or having an interest in marketing. Professional Members join local professional chapters and must pay local professional chapter dues (as set by the chapter).
- Collegiate Membership is open to any full-time or part-time student who is attending a regionally or nationally accredited academic institution of higher learning, working toward a degree, and is not concurrently employed in a full time professional position. Collegiate Members join their local collegiate chapter. They may also join a professional chapter (this is optional). If they choose to join a professional chapter, they must pay the student dues rate (as set by the chapter) in addition to their national dues.
- Young Professional Membership is a three-year transitional program for recent graduates. It is available to individuals up to three years after their undergraduate graduation. Professional chapter dues are mandatory for all three years of this membership.
- Doctoral Student Membership is open to students actively pursuing marketing doctorates. Doctoral Student Members may also join a professional chapter (this is optional). If they choose to join a professional chapter, they must pay the student dues rate (as set by the chapter) in addition to their national dues.
- Academic Membership is open to any person holding full-time faculty status in an institution of higher learning with an interest in the science and practice of marketing. Academic members must pay local professional chapter dues, but instead of joining the chapter, they may elect to allocate that portion of their dues to the Academic Division.
- Group Membership is available to professional marketers and academics in the same organization or parent company regardless of geographic location. A “Group” is defined as four or more people receiving a paycheck from the same employer.
Section 2. Dues. In addition to Association dues, Chapter dues for a Professional, Collegiate, Young Professional, Doctoral Student, and Academic membership are $35.
All dues are payable to the national office at the American Marketing Association upon admission to membership and annually thereafter.
The amount of Chapter dues shall be determined by the members of the Chapter by ballot and are subject to approval by the Association Board of Directors.
Section 1. The Nominating Committee. The composition of this Chapter’s Nominating Committee is as specified in the Chapter Constitution. Duties shall consist of the preparation of nominations for the ensuing election of Chapter officers and directors.
Section 2. Election Schedule and Balloting. The official list of nominees proposed by the Committee shall be announced at a regular meeting, by mail, or by email no later than January 25. Any member nominated by petition for a specific position shall be added to the election ballots if the petition is postmarked or emailed and received at the Chapter’s Records’ office on or before February 1. Election ballots shall be mailed or emailed by the Chapter’s Records’ office to voting members by February 7. A copy of this ballot must be submitted to American Marketing Association International Headquarters (AMA-IH) via Yahoo! Groups by February 7. Only properly marked ballots returned postmarked or emailed prior to February 21 shall be tabulated. Ballots shall be returned to the outgoing President, who shall, with the Records Committee Chair and one other assisting member, tabulate the votes. Nominees having the greatest number of votes cast shall be deemed elected. Elections must be completed by March 1. Election results must be submitted to AMA-IH via Yahoo! Groups by March 1. Chapter must complete the Officer Report Form and submit it to email@example.com by March 1. The Chapter President shall announce the new Board of Directors to the membership by March 2.
Section 3. Terms of Office. Terms of office shall be as specified in the Chapter Constitution for officers and directors. Officers assume responsibility on the first day of the fiscal year July 1 and remain in office until June 30 until their term expires. Exception: if an officer terminates and another officer assumes the balance of the term. Term will start on their “first official day” until the term ends June 30.
Section 4. Offices, Directorships & Duties. Chapter officers and directorships, which are subject to election, are President, President-Elect, Records Officer (Committee Chair/Secretary), Finance Officer (Treasurer), Marketing Officer, Technology Officer, and Operating Officer (have voting rights). The immediate Past President (member of the Advisory Board) shall be a member ex-officio of the Board of Directors (having voting rights). There shall be no appointive offices or directorships except to fill vacancies as specified in the Constitution. Non-voting rights at-large members of the Board of Directors can include Programming, Special Events, Sponsorship, Collegiate (academia), Development, Membership and the Advisory Board.
- Dues: Dues for the President, President-Elect, Finance, Technology, Marketing, and Operation’s “Officers” will be paid by the Chapter for the officer’s term. If the officer terminates their position within the term of their responsibility, the officer will reimburse the Chapter a pro-rated amount of the time remaining of their term. This amount should be paid to NMAMA within 30-days of the officer’s termination and sent to the Finance Officer.
- Job Descriptions are prepared by the President of the Organization and updated as needed. Job Descriptions are included in the Officer’s packets at the yearly retreat and signed by the Officer before filling the office. See Chapter constitution for terms of office. Exception: An Officer appointed another time (of the term) shall sign a job description acceptance form.
- Compensation: Officers do not receive compensation for their services but may be reimbursed for expenses.
- The Board shall establish a schedule of regular meetings of the Board of Directors within thirty days after the annual election. The President may call special meetings of the Board provided all members of the Board are notified (5) days in advance. Special meetings may also be called upon written petition of at least four (4) members of the Board to the President and the notification to all Board members of the meeting five (5) days in advance. The requirement of a five-day notice waived.
- Board Reports – All board members should submit a committee report prior to the board meeting whether in attendance or absent. The President will dictate the structure of the report and will update requirements as needed. Three (3) unexcused absences over the course of one year by an individual board member from the regularly scheduled meeting of the Board of Directors shall be cause for dismissal by Board action.
- The President shall be the chief executive officer of NMAMA and of the Board of Directors and he/she shall preside over all meetings. The Chapter’s decision maker, drives, manages, and makes changes to the Chapter about policy and strategy. Administers annual elections and works with the Finance Officer and the Records Committee Chair on AMA-IH and CEA matters. The President and the Finance Officer (Treasurer) shall sign all written contracts on behalf of NMAMA, which must have prior approval from the “voting” Board of Directors to be legal and binding. The President shall become Past President the subsequent year and a member of the Advisory Board.
- The President-Elect shall be vested with all the powers and shall perform all the duties of the President in the absence or disability of the latter.
- The Past President shall be vested with all the powers and shall perform all the duties of the President-Elect in the absence or disability of the latter. The Past President shall act as an adviser to the President and a member of the Advisory Board.
- The Finance Officer shall handle all financial, tax, and AMA-IH obligations for the Chapter. Shall receive and deposit in the name of NMAMA, in a bank or trust company selected by the Board of Directors, all NMAMA monies, issue receipts, make all authorized disbursements, each Annual Meeting render an itemized statement, certified to by an independent accountant appointed by the President, of the financial condition and the receipts and disbursements and payment of taxes of NMAMA for the current fiscal year; and report any officer information as needed to state and local entities. The Finance Officer will carry the chapter’s credit card. The finances of the chapter should not go below $5,000. Exception: expenses voted by the Board of Directors.
- The Records Committee Chair shall handle all Board of Director minutes, agendas, chapter leadership programs, correspondence, Leadership Summit, Regional Retreats, virtual roundtable calls, and Chapter Excellence Awards requirements under the direction of the Board of Directors and/or the Finance Officer and/or President send out all notices and notify members of their election to membership and chairs of committees of their appointment. Under the direction of the President and/or Finance Officer, he/she shall have charge of the clerical work of NMAMA.
- The Operating Officer will administer chapter operations including developing and delivering educational programs, partner sponsorships and promoting membership. Working with committee chairs, secures guest speakers making all arrangements and accommodations/meeting logistics, and coordinates monthly programs, workshops, socials and awards programs, boot camps, webinars and other programs including registration logistics on registration services. Produces the annual COMPASS Awards overseeing judging logistics, budgets, management of committees, selection of business member of the year and member of the year and keeps the Board of Directors informed during the process for approvals and direction. Responsible for Management team will include programming, special events, membership and sponsorships. Committee Chairs will consist of Sponsorships, Special Events, Student Interns, Collegiate, Business Development, and Programming. The Chief Operating Officer (COO) shall become the President for the subsequent year and shall appoint their replacement to the Board when their term of office ends.
- The Marketing Officer will administer chapter marketing, communications and promotions activities, including: eblasts, marketing/promotional tools such as business cards, stationary/envelopes, press releases/announcements, designer/collateral, logos, newsletter, style guides and brand protocols. The Communications Committee will report to the Marketing Officer as well as Head Creative Designer and Newsletter editor.
- The Technology Officer will administer the chapter’s website, technology-related programs and work with the Operating Officer for registration logistics with registration services, as well as the Marketing Officer and the Communications committee for social media activities.
- The Chapter’s Strategic Advisory Committee (or, Advisory Board) shall provide the chapter’s direction, advice, and support. Connects the chapter to the community, academia, prospective members and campaigns and sponsors. Assists with recruitment and retention of board, committees and the membership management team. Actively assists with recruitment of new members, creates connection to the marketing community, etc. The Advisory Board does not have voting rights (except Past President). Must be a current NMAMA member in good standing, serve on the nominating committee for chapter elections and also serve on the auditing committee or designation of an outside CPA. The Advisory board shall have between 3 to 6 members during a term.
- Conferences: The President and President-Elect shall represent NMAMA at the National Conference in Chicago each year during his/her term. Expenses of registration fee, hotel and round-trip transportation and approved per diem shall be paid by NMAMA to the President, or his/her alternate, for these conventions, if that person so requests. In the event of the inability of the President to attend these conventions, his/her alternate shall be chosen by the Board of Directors. Sufficient funds should be available in advance of any reservations and verified by the Finance Officer.
- Officers of the Board of Directors have the authority to designate/direct titles to their management team as deemed for the position. Examples, Vice President, Director, or Chairperson.
Section 5. Removal. An elected officer of the Chapter may be removed from office for conduct or lack of performing duties that are detrimental to the best interests of the Chapter by the affirmative vote of 75% or more of the officers present at a meeting of the Chapter officers and constituting a quorum for the purposes of conducting business at such meeting, providing that fourteen (14) days prior by e-mail notice and confirmation of such meeting and forwarded to each officer. Any such notice shall specify that such meeting is for the purpose of voting on a resolution to remove a named officer and shall describe the conduct deemed by the person issuing the said notice to be detrimental to the best interest of the Chapter and grounds for such removal with sufficient specificity so as to give reasonable notice of the alleged conduct. At any meeting held pursuant to this Section, the officer subject to removal shall have the right to present evidence on his or her behalf and to hear evidence in support of the charges made against him or her pursuant to reasonable rules established from time to time by the Chapter officers. Respective chapter officers can remove committee chairs with same conditions above via notice and confirmation. Refer to the Chapter’s Officers Guide.
COMMITTEES AND APPOINTIVE OFFICES
Section 1. Standing (At Large) Committees. The standing committees of this Chapter shall be those specified in this Section. Chairs of the committees shall be appointed annually by the designated “Board Officer” over a committee and ultimately be responsible to the President.
Collegiate (academia) Committee
Special Events Committee
Duties of standing committees shall be those appertaining and as determined by the Board of Directors. Committee function and duties will be subject to periodic review and change.
Section 2. Other Committees, Boards, and Task Forces. The President or the Board of Directors may establish such other committees, boards and task forces, and may appoint chairman and members as may be desirable for Chapter welfare and operations, including any restructure and re-naming of titles of the Board and committees. The President or the Board of Directors may determine responsibilities and authorities of such established committees, boards and task forces. All such actions shall be filed for inclusion in the minutes of the Board of Directors. In no event shall any group so appointed not be subject to Board review.
AUTHORIZATION OF EXPENDITURES
Section 1. Budgeted Items. Members of the Chapter Board of Directors may without prior approval of the Board spend or obligate the Chapter to pay up to $50.00 per item or $100 per event or activity if such item has been included in the Chapter budget or an event or activity budget approved by the Board of Directors. Such expenditure or obligation shall be reported to the Finance Officer and/or to the Board of Directors at the next Board meeting following the action.
Section 2. Nonbudgeted and Other Items. All nonbudgeted expenditures and obligations and those exceeding the dollar limitations of Section 1, hereof, shall have prior approval of the Board of Directors.
Section 1. Chapter Year. The fiscal year of the Chapter shall coincide with the fiscal year of the Association, i.e., July 1 through June 30.
Section 2. Chapter Meetings. Regular Chapter meetings open to all members will be held at least six times a year.
Section 3. Attendance at Meetings. All meetings are open to members and non-members provided the non-members are invited to attend by a board member. These by-laws dated below supersede any/all prior by-laws for the New Mexico American Marketing Association.
Date Approved By Chapter December 31, 2013
Date Ratified by the Association
Board of Directors December 3, 2013 (approved by AMA-IH)
NEW MEXICO CHAPTER OF THE
AMERICAN MARKETING ASSOCIATION
WHEREAS the American Marketing Association, an association of individuals interested in advancing the discipline of marketing, provided for the formation of chartered chapters to promote frequent contact and discussion among members to advance the profession, the New Mexico Chapter of the American Marketing Association is established.
NAME, AREA SERVED, AND PURPOSES
Section 1. Name and Area Served. The name of this organization shall be the New Mexico Chapter of the American Marketing Association, a non-profit educational league. The Chapter shall serve the State of New Mexico.
Section 2. Purpose. The New Mexico Chapter of the American Marketing Association shall endeavor, through study, frequent meetings for interchange of ideas and sponsorship of marketing projects to further the purposes of the American Marketing Association. These are:
- To foster scientific study and research in the field of marketing.
- To develop sound thinking in marketing theory and more exact knowledge and definition of marketing principles.
- To develop and promote scientific marketing management.
- To improve the methods and technique of marketing research.
- To contribute to the improvement of teaching marketing.
- To develop better public understanding and appreciation of marketing problems and marketing excellence.
- To study and discuss legislation and judicial decisions regarding marketing.
- To promote excellence in the study of marketing among college and university students.
- To encourage and uphold sound, honest practices, and to keep marketing work on a high ethical plane.
RELATIONSHIPS WITH THE AMERICAN MARKETING ASSOCIATION
Section 1. Precedence of American Marketing Association Constitution and Bylaws. This Chapter shall operate in accordance with the Constitution and Bylaws prescribed by the Board of Directors of the American Marketing Association, a copy of which is attached to and an integral part of this document. This Chapter Constitution and Bylaws may contain additional provisions insofar as they are not in conflict with the Articles of Incorporation, Constitution, and Bylaws of the Association.
Section 2. Policies. The chartered Chapter shall cooperate with the Association and operate in accordance with Association policy. The right to continue as a Chapter and use the American Marketing Association name and trademark are subject to revocation by three-fourth vote of the Board of Directors of the Association in the event of failure by the Chapter to operate in accordance with policy established by the American Marketing Association.
Section 1. Qualifications. Any person who qualifies for and accepts membership in the American Marketing Association and who resides in the area served by the Chapter may be admitted to membership in the New Mexico Chapter of the American Marketing Association. There shall be no corporate or business-firm memberships.
Section 2. Members Affiliating from Other Chapters. Members in good standing of other Chapters who move into the area served by the New Mexico Chapter and who affiliate with the New Mexico Chapter shall be considered as paid-up in dues to this Chapter until the expiration of the dues period for which they have paid-up membership in their former Chapter.
Section 3. Procedures. Provisions regarding qualifications and application for membership, admission to membership, term and termination of membership, recourse for denial or termination of membership, and arbitration procedures resulting there from are adopted by and binding for this Chapter as specified in the Constitution of the American Marketing Association.
VOTING RIGHTS AND MEMBERSHIP MEETINGS
Section 1. Voting Rights. All Chapter members in good standing, with the exception of student members, shall have one vote on all Chapter matters upon which members are entitled to vote.
Section 2. Meetings of Members. Official membership meetings may be scheduled by action of the Board of Directors, the President, or by a membership petition signed by two percent or ten (whichever is greater) of the voting members. Notice of meetings shall be mailed to each voting member at least thirty days prior to meeting dates via the Chapter newsletter or special written notice. Each action taken at such membership meetings, which requires total membership ratification of rejection, shall be submitted to the total voting membership for such action by mail.
Section 1. Nominating Committee. The Nominating Committee shall consist of (1) up to three of the most recent available past Presidents of the Chapter, with the second most recent serving as Chairperson; (1) and equal or greater number of members-at-large to be selected by the Chairperson with due consideration of experience in the affairs of the Chapter and with approval of the President; and (3) the current President shall serve as an ex-officio member. Chapter Bylaws may specify that at-large members may be elected rather than appointed. No member of the Nominating Committee may be nominated for any office or for a directorship while serving as a member of the Nominating Committee.
Section 2. Nominations by Nominating Committee and Minimum Offices. The Nominating Committee shall annually nominate from among the voting members of the Chapter candidates for each office and directorship to be filled. As a minimum, the offices shall consist of President, Vice President, Secretary, and Treasurer. Elective offices for this Chapter are specified in the Bylaws.
Section 3. Nominations by Chapter Membership. Any member may recommend candidates to the Nominating Committee. The name of any eligible member may be proposed by a petition signed by two percent or ten (whichever is greater) of voting Chapter members eligible to vote, properly submitted, for a specific position other than for an office that is to be filled by an officer-elect who automatically succeeds to the designated office in the second fiscal year. The Nominee so proposed shall be added to the slate presented by the Nominating Committee. Such petition shall be accompanied by needed biographical data and a written statement of the proposed candidate indicating his or her ability and willingness to serve if elected. By laws shall prescribe a time schedule that will permit reasonable opportunity to petition between the announcement of nominations and the elections.
BOARD OF DIRECTORS AND ADMINISTRATION
Section 1. Functions and Composition. The business and property of the Chapter shall be managed and controlled by the Board of Directors. The Board shall consist of elective officers, such additional elected members as may be provided by the Bylaws, and the immediate past president who shall be an ex-officio member of the Board of Directors. The specific number of officers and directors with titles and definitions of authority, responsibility, and duties shall be as designated in this document. Any voting member of the Chapter shall be eligible for election to the Board of Directors, except a member of the Nominating Committee. One half of the Board members shall constitute a quorum.
Section 2. Terms of Office. Each director shall be elected for a term of two years, with half the number being elected each year. Each officer shall be elected for a term of one year, but may be elected for the preceding year as officer-elect, automatically succeeding to his designated office in the second fiscal year. The Treasurer may be nominated for re-election to serve a maximum of two consecutive years.
Section 3 Meetings. The Board of Directors shall meet at such times and places as determined by the President of the Chapter, or by a majority vote or petition of the Board. Officers and directors who fail to attend Board meetings three consecutive times may be removed upon two-thirds vote of the entire board.
Section 4. Vacancies. In the event of a vacancy, the President shall fill in the office or directorship by appointment for the remainder of the term or office, subject to ratification of a majority vote of the entire Board of Directors.
Section 5. Board Member Dues. The Chapter will pay dues for the President, President-Elect, Finance, Technology, Marketing, and Operation’s “Officers” for the officer’s term. If the officer terminates their position within the term of their responsibility, the officer will reimburse the Chapter a pro-rated amount of the time remaining of their term. This amount should be paid to NMAMA within 30-days of the officer’s termination and sent to the Finance Officer.
Should the President be unable to continue in office, the President-Elect if in office, or if not, the Vice President shall assume office and obtain ratification of his or her action by the Board of Directors. A majority vote of the entire Board shall constitute such ratification. In the event the President, President-Elect, and Vice President are unable to serve, the Secretary shall call a meeting of the Board of Directors to elect successors.
Section 5. Executive Committee. The Board of Directors shall be authorized to appoint its own Executive Committee to have jurisdiction over questions of policy, subjects to resolutions duly adopted by the members. The Executive Committee, if constituted, shall meet as often as it is deemed necessary to give purpose and direction to the President. The Executive Committee shall not overrule, rescind, or revoke any action previously voted by the entire Board, but shall act to implement the decision of the Board. Actions taken shall be fully reported in minutes circulated to the Directors.
Section 6. The Chief Executive Officer/President. The President shall be the chief executive officer of the Chapter, performing all duties expected by the office and required by the Articles of Incorporation (if any), Constitution, and Bylaws, or if not specified, those approved by the Board of Directors. The President shall be a member ex-officio of all committees, boards, and task forces. All standing committees report to the President.
Section 7. The President-Elect. The President-Elect shall automatically succeed to the Presidency at the end of the year following his/her election to the office of President-Elect. He or she shall grant aid to the President in the carrying out of presidential duties and responsibilities in a mutually satisfactory coordinated effort designed to provide a continuity of Chapter administration. The President-Elect shall act in the absence of the President or in case of his or her disability, and in these cases, shall have all the rights, responsibilities, authorities, and duties of the President, notifying the President immediately upon his or her return of actions so taken. This position will perform any additional tasks assigned to it by the President. The President-Elect is co-chairman of the Planning and Membership Committees.
Section 8. The Records Officer/Secretary. The Records Officer/Secretary shall conduct correspondence with members and others, prepare the minutes and historical records of the Chapter, maintain contact with all the activities of the Chapter, supply information to the officers, and perform other duties usual to the office of an organization Secretary under advisory supervision of the Chief Financial Officer/Treasurer, President and the Board. The Secretary shall conduct elections.
The Records Officer/Secretary shall be responsible for adherence to the provisions of the Constitution and Bylaws of the American Marketing Association as it relates to the operation of Chapter activities, such as:
- Submit a list of Chapter officers to the national office of the American Marketing Association within ten days after an election.
- Submit all changes in the Chapter Constitution and Bylaws within ten days after the approval of such changes by the Chapter.
- Submit recommendations for the change of Chapter dues to the national office of the American Marketing Association along with a record of the vote on such proposal by the Chapter membership.
The position shall also perform any additional tasks assigned to it by the President.
Section 9. The Chief Financial Officer/Treasurer. The CFO/Treasurer shall receive applications concerning membership, record dues and keep records of the dues, status of each member, see that all disbursements are properly approved, and perform other duties usual to the office of an organization. The CFO/Treasurer is under advisory supervision of the President and the Board. The CFO/Treasurer shall also deposit all monies received in banks approved by the Board, prepare an annual budget, make investments as authorized by the Board, supervise disbursements and payments, and serve as financial counsel to the Board. The Treasurer shall keep proper accounting records. The CFO/Treasurer shall prepare reports of the financial condition of the Chapter whenever required by the Board or the President. At least once annually a financial report shall be submitted to the membership and to the national office of the American Marketing Association. All records shall be transmitted to the successor.
Section 10. Paid Administration. The Board of Directors may employ a qualified person or persons, who may or may not be a member of the Chapter, to provide staff for the Chapter and to exercise such powers and authority as may be delegated by the Board.
Section 11. Control and Disposition of Assets. (a) The Board of Directors may accept on behalf of the Chapter any contribution, gift, bequest, or devise including real estate for any purpose of the Chapter and the American Marketing Association. (b) The American Marketing Association shall not be responsible for any obligations of the Chapter. (c) Termination of membership of any member of the Chapter by removal, death, resignation, dissolution of the Chapter, or otherwise, shall terminate all equity of that member in the property, assets, and funds of the Chapter and Association. (d) In the event of a dissolution of a Chapter any assets remaining, after payment of all its liabilities shall have been made or provided for, shall be transferred to the general funds of the American Marketing Association. (e) The Board of Directors shall annually appoint an auditor to audit the financial reports of the Chapter. A copy of the Auditor’s report and the annual financial statement of the Chapter shall be sent to the national office of the American Marketing Association. (f) The CFO/Treasurer of the Chapter and any paid or unpaid regular and casual staff members involved in the financial business of the Chapter shall be bonded at all times.
Subject to this Constitution, the basic rules for the management and government of this Chapter shall be set forth in the Bylaws. The Bylaws are an integral part of this document.
Section 1. The Constitution. For a period of two years from the date of its adoption by the Chapter Board of Directors, this Constitution may be amended by an affirmative vote of two-thirds of Board of Directors (with voting rights), provided notice of the amendment has been given to each Director. All amendments are subject to ratification by the Association Board of Directors.
Thereafter, this Constitution may be amended by a majority vote of those members voting within thirty days after the mailing of the ballots to all members eligible to vote, initiated by one of the following procedures:
- By the Board of Directors
- Upon petition of two percent or ten (whichever is greater) of members eligible to vote addressed to the Board through the Chapter President, with or without recommendation.
Amendments to the Constitution are subject to ratification by the Association Board of Directors and shall be promptly communicated to the membership.
Section 2. Bylaws. The Bylaws may be amended by an affirmative vote of two-thirds of the Board of Directors (with voting rights), provided notice of the proposed amendment has been given to each Director. Notice to the Board can be by mail at least thirty days prior, by inclusion in previously mailed agenda, by signature of waiver of notice from all officers and directors, or by balloting by mail subsequent to the Board meeting. All amendments are subject to ratification by the Association Board of Directors and shall be promptly communicated to the membership.
Proposed changes in the Chapter membership dues structure must be submitted to a vote of the entire Chapter membership for approval or reflection. Notice of such action and the results shall be promptly communicated to the national office of the American Marketing Association for submission to the Association Board of Directors.