Constitution

of
American Marketing Association
(Name of Chapter) Chapter

[SUBJECT TO ANY VARIANCES REQUIRED BY STATE LAW]

Article I – The Organization

1. Name The name of this organization is American Marketing Association (name of chapter)
Chapter, hereinafter called the "Chapter." The Chapter may also be referred to as AMA (name
of chapter).

2. Purpose The Chapter shall (purpose of chapter) in furtherance of the purposes of the American
Marketing Association, hereinafter called the "Association." Furthermore, the Chapter will
support and adhere to the objectives, statement of ethics, and other standards established by
the Association.

3. Territory The Chapter will operate and serve members within the (city or metropolitan statistical
area) territory approved by the Association.

4. Charter The Chapter Charter of Affiliation shall be issued by the Association.

Article II – Restrictions

1. Precedence of the Association The Chapter shall cooperate with the Association and operate in
accordance with the Chapter Charter of Affiliation issued by the Association, the Constitution
and Bylaws of the Association, and the Professional Chapter Operating Standards and policies
established by the Association.

2. Chapter Constitution and Bylaws The Chapter Constitution and Bylaws shall be consistent with
the Chapter Constitution and Bylaws Templates provided by the Association. The Chapter
Constitution and Bylaws may contain additional provisions insofar as they are not in conflict with
the Chapter Constitution and Bylaws Templates and the Chapter Charter of Affiliation issued by
the Association, the Constitution and Bylaws of the Association, and the Professional Chapter
Operating Standards and policies established by the Association.

3. Restrictions All policies and activities of the Chapter are consistent with applicable federal, state
and local antitrust, trade regulation or other requirements; and applicable to tax-exemption
requirements imposed on the Association, including requirements that the Chapter not be

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 organized for profit and that no part of its net earnings inure to the benefit of any private
individual.

Dissolution

4. Vote by Association Board of Directors The right to continue as a Chapter and use the American
Marketing Association name and trademark are subject to revocation by two-thirds of the Board
of Directors of the Association in the event of failure by the Chapter to operate in accordance
with Professional Chapter Operating Standards and policies established by the Association.

5. Vote by Chapter Membership The Chapter also may choose to close at their discretion
subsequent to a vote by the chapter membership of not less than two-thirds voting members
returning votes.

Article III – Membership

1. Eligibility

a. Membership in the Chapter is limited to individuals in good standing of the Association

who are in compliance with the Association's rules and regulations and who have paid
membership dues to the Association for remittance to the Chapter.

b. Revocation or suspension of membership by the Association shall automatically

constitute revocation or suspension of membership in the Chapter.

2. 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 process resulting there from are adopted by and binding for this
Chapter as specified in the Constitution of the Association.

3. Classes, Dues and Voting Rights Membership shall be divided into classes with defined voting
rights and national dues rates as identified by the Association.

4. Dues The dues structure shall be set by the Association. All dues are payable to the national
office of the Association upon admission to membership and annually thereafter. The
Association must approve chapter dues in accordance with Association policy. The Association
and Chapter may jointly develop programs that offer discounted dues to members of certain
groups or classifications.

5. Voting Rights All members of the Chapter with voting eligibility shall have one vote on all
Chapter matters upon which Members are entitled to vote. Voting at membership meetings
may be in person or by proxy. A majority of the members voting in person or by proxy where a

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 quorum is present carries an action. Members may vote without a meeting in elections or on
any matter presented by the Board of Directors, and the votes are submitted in writing by postal
or other delivery, facsimile, e-mail or any other electronic means.

Article IV – Board of Directors

1. Directors The affairs of the Chapter are managed by its Board of Directors, hereinafter called the
"Board". It is the duty of the Board to carry out the objectives and purposes of the Chapter, and
to this end the Board may exercise all powers of the Chapter. The Board is subject to the
restrictions and obligations set forth in the Constitution and Bylaws and policies of the Chapter.

2. Composition and Election The Board is comprised of the elected Officers and any additional
Directors elected or appointed by the Chapter. Officers and Directors must be members in good
standing of the Chapter and the Association.

3. Terms Each member of the Board shall be elected or appointed, as specified in the Chapter
Bylaws, for a term of one year. Terms coincide with the fiscal year.

4. Removal, Resignation and Vacancies A member may be removed from the Board for failure to
comply with requirements set forth in the Constitution and Bylaws and policies of the Chapter
or Association or for other conduct detrimental to the best interests of the Chapter or
Association. A member may also resign from the Board. Vacancies among the Board are filled,
for the balance of the term of office, by the Board.

Article V – Amendments

1. Constitution This Constitution may be amended by (at least a majority) vote of those members
voting within forty-five days after the sending of ballots to all members eligible to vote, initiated
by one of the following procedures: (1) by the Board, or (2) upon petition of 2% (two percent) of
members eligible to vote addressed to the Board through the President of the Chapter. All
proposed amendments shall be presented to the membership by the President, with or without
recommendation. Within 60 days of approval, changes in this Constitution shall be
communicated to the membership of the Chapter and an updated version submitted to the
Association.

2. Bylaws Amendments to the Bylaws of the Chapter shall be adopted by the Board. These
amendments may be proposed for consideration by any member of the Board or may be
brought to the Board's attention upon petition of 2% (two percent) of the voting members of
the Chapter. Amendments must be submitted in writing to President of the Chapter at least 30
days prior to a regularly scheduled Board meeting, or may be presented at a Board meeting for
discussion only, and then approved at a subsequent meeting of the Board. To be adopted, an

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 amendment must receive an affirmative vote (at least a majority) of the Officers and Directors
present at a duly convened meeting. Within 60 days of approval, changes in the Bylaws shall be
communicated to the membership of the Chapter and an updated version submitted to the
Association.

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