Mission & By Laws

The American Theatre and Drama Society (ATDS) is an incorporated organization dedicated to the study of theatre and drama in and of the Americas, its varied histories, traditions, literatures, and performances within its cultural contexts. ATDS also encourages the evolving debate exploring national identities and experiences through research, pedagogy, and practice. ATDS recognizes that notions of America and the US encompass migrations of peoples and cultures that overlap and influence one another. To this end, ATDS welcomes scholars, teachers, and practitioners world-wide.

AMERICAN THEATRE AND DRAMA SOCIETY BY-LAWS

(Revised 2016)

ARTICLE I

Mission

The American Theatre and Drama Society (ATDS) is an incorporated organization dedicated to the study of theatre and drama in and of the Americas —its varied histories, traditions, literatures, and performances within its cultural contexts. ATDS also encourages the evolving debate exploring national identities and experiences through research, pedagogy, and practice. ATDS recognizes that notions of America encompass migrations of peoples and cultures that overlap and influence one another. To this end, ATDS welcomes scholars, teachers, and practitioners world-wide.

The corporation is formed for the purposes of implementing all things appropriate to the achievement of the foregoing objectives, and is organized exclusively for charitable, scientific, literary, or educational purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended. Moreover, no substantial part of the properties or income of the corporation shall ever be used or employed directly or indirectly by the corporation for the purpose of carrying on propaganda or otherwise attempting to influence legislation; and no part of the properties or income of the corporation shall be used or employed directly or indirectly by the corporation for the purpose of participating in or intervening in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

ARTICLE II

Offices

The corporation shall have and continuously maintain in the State of Illinois a registered office and a registered agent whose office is identical with such registered office, and may have other offices within or without the State of Illinois as the governing body (officers and board members) may from time to time determine.

The principal office for the transaction of the business of the corporation shall be that of the president of the corporation, or such other place as the officers may from time to time determine.

ARTICLE III

Members

Section 1: Terms of Membership

(a) Membership in the corporation shall be open to all interested persons upon payment of annual dues in the amount determined by the officers and directors of the corporation.

(b) The membership year shall be from September 1 through August 31. Dues are payable as of September 1.

(c) Any member who does not renew membership by September 1 will be notified by the membership secretary of the corporation; if dues payment is not received by October 1, the membership secretary will drop the member from the rolls.

Section 2: Classes of Membership. Membership shall be divided into the following classes without distinction as to rights and privileges except as noted in Sections 3 and 4:

(a) Student Members: enrolled students actively pursuing a course of study in a recognized school, college, university, or conservatory.

(b) General Members, Regular: full-time faculty, and other interested persons.

(d) Sponsors: Conferred upon members or institutions that contribute a minimum of $100 above general membership fees, formally recognized in the ATDS Directory.

(e) Life Members: Conferred upon members who pay the one-time equivalent of ten years’ membership dues.

(f) Honorary Members: distinguished persons in American drama invited by a majority vote by the governing body upon the recommendation of any member. Honorary members become Life Members upon formal installation as Honorary Members at the appointed annual meeting. Betty Jean Jones award recipients (conferred at annual ATHE Conferences) will be among those receiving Honorary Memberships.

(g) Academic Institutional Membership: One designated representative for each institutional member shall receive all benefits of General Membership (including right to vote) except the right to run for ATDS office.

(h) Affiliate Members: Negotiated rights and privileges to be determined by majority vote of governing body, including right to vote.

Section 3: Classification of Members Eligible for Election. Officers and directors shall be chosen from categories (a), (b), (c), (d), (e), and (f) set forth in Section 2 above.

Section 4: Privileges of Members. Membership in the corporation shall carry the following rights and privileges:

(a) With the exception of Affiliate Members (unless negotiated otherwise), all members shall have the right to vote for officers and directors of the corporation as hereinafter provided.

(b) Members shall be privileged to attend regularly scheduled meetings of the corporation.

(c) Members shall receive regular announcements of the corporation’s activities, elections, and other matters germane to the business of the corporation.

Section 5: Members’ Right to Review. Decisions of the governing body may be called for question and evaluation by a quorum of the members at any valid annual or special meeting of the members.

Section 6: Transfer of Membership. Membership in the corporation shall not be transferable or assignable.

Section 7: Membership Dues. The membership dues for each class of members shall be set by the governing body at each annual meeting. Such membership rates will be effective for the next subsequent membership year and may be modified at any special meeting of the governing body prior to or during such membership year.

Section 8: Membership Benefits. The benefits to members include but are not limited to:

(a) Eligibility to chair or to serve on ATDS committees, to make nominations for ATDS awards, and in some cases, to receive preference in receiving ATDS awards.

(b) Full access to the website.

d) Service as editors or on the editorial boards of ATDS journals.
e) Participation in ATDS mentoring programs and projects.
f) Opportunities to promote research and publication (for example, participation in our annual readings of new works by ATDS members at Drama Book Shop, participation in our “Spotlight on New Works” ATHE panel, and postings regarding new works by members on our website).

ARTICLE IV

Meetings of Members

Section 1: Annual Meeting. An annual meeting of the members shall be by the end of August each year, beginning with the year 2003

Section 2: Special Meeting. Special meetings of the members may be called by the president, by a majority of elected officials of the governing body, or by one-twentieth of the members of the corporation.

Section 3: Rules of Order. All meetings shall be conducted in accordance with Robert’s Rules of Order, Revised, except for instances in which the articles of incorporation, these by-laws, or an applicable statute shall provide otherwise.

Section 4: Place of Meeting. The governing body may designate any place, either within or without the State of Illinois, as the place of meeting for any annual meeting or for any special meeting of the members called by the governing body. If no designation is made or if a special meeting is otherwise called, the place of meeting shall be the registered office of the corporation in the State of Illinois, provided, however, that if all of the members shall meet at any time and place, either within or without the State of Illinois, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

Section 5: Notice of Meetings. Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally (including by telephone), by electronic mail (email), or by mail, to each member entitled to vote at such meeting, not less than ten days before the date of such meeting; or in the case of a removal of one or more directors, a merger, consolidation, dissolution or sale, lease or exchange of assets, not less than twenty nor more than sixty days before the date of such meeting, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these by-laws, the purposes for which the meeting is called shall be stated in the notice. If mailed or emailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail or electronically sent, addressed to the member at his or her address as it appears on the records of the corporation, with postage thereon prepaid if appropriate.

Section 6: Participation by Conference Telephone. Unless specifically prohibited by the articles of incorporation, members entitled to vote may participate in and act in any meeting through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

Section 7: Informal Action by Members. Any action required to be taken at a meeting of the members of the corporation, or any other action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.

Section 8: Quorum. The members present and eligible to vote at any membership meeting shall constitute a quorum at such meeting.

Section 9: Proxies. At any meeting of members a member entitled to vote may vote either in person or by proxy executed in writing by the member or by his or her duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy.

ARTICLE V

Governing Body: Elected Officers

Section 1: Officers. The officers of the corporation shall be a president, a vice president, a secretary, a membership secretary, an international secretary, a treasurer, and a head of electronic initiatives/listserv manager (HEILM).

Section 2: Election and Term of Office.

(a) A nominating committee consisting of two members of the governing body shall prepare a slate of names.

(b) At least eight months prior to the expiration of the terms of office of the officers, the secretary shall mail or email to all members a call for nominations to fill the anticipated vacancies. A member may nominate an ATDS member or nominate oneself.

(d) Five months prior to the expiration of the terms of office, the secretary shall mail ballots containing the names of all nominees for each position to the members entitled to vote.

(e) Three months prior to the expiration of the terms of office, balloting shall be considered closed.

(f) The secretary and one or more members of the governing body will verify ballots based upon a simple majority of voting members and announce the results to the members by mail, email, or through such informational bulletin as may at that time be in existence.

(g) Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified.

Section 3: Meetings—Rules of Order. All meetings shall be conducted in accordance with Robert’s Rules of Order, Revised, except for instances in which the articles of incorporation, these by-laws, or an applicable statute shall provide otherwise.

Section 4: Removal. Any officer or agent elected or appointed by the governing body may be removed by the governing body whenever in its judgment the best interests of the corporation would be served thereby.

Section 5: Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the president in consultation with the remaining members of the governing body for the unexpired portion of the term. This appointment to an otherwise elected position does not require a vote from the membership to approve the candidate.

Section 6: President. The term of office for the president shall be two years. Upon the expiration of his or her term of office as president, he or she shall automatically become a member of the governing body for a two-year term. The president shall be the chief executive officer of the corporation. The office of the president shall not be an elective office. At the expiration of the term of office of the sitting president, the vice president (whose term of office shall concurrently expire) will assume the office and the responsibilities of the president as set forth in these by-laws. The duties of the president shall include exercising general supervision over and management of the business and affairs of the corporation. In addition, the president shall:

(a) preside at all meetings of the corporation and those of its officers and directors;

(b) execute either personally or by designate(s) such programs as the corporation may wish to initiate;

Section 7: Vice President. The term of office for the vice president shall be two years. The vice president shall perform such duties as may be prescribed from time to time by the president, those duties assigned to the president in the event of the absence or disability of the president, and to coordinate activities sponsored by the organization. The vice president shall serve as the American Theater and Drama Society Focus Group Representative to the Association for Theatre in Higher Education (ATHE); The vice president will, in cooperation with the president, be responsible for designating a conference planner for conventions each year, the appointment of the conference planner to be confirmed by the governing body. The vice president will, in cooperation with the president, coordinate a conference liaison to serve, and/or to solicit other ATDS members to serve as representatives to other associations with which the society is either formally or informally affiliated and to coordinate ATDS panels or sessions for conferences of affiliate organizations. Upon the expiration of his or her term of office as vice president, the vice president shall automatically become and shall assume the full responsibilities of the president of the corporation for the term and under the obligations as set forth in these by-laws.

Section 8: Treasurer. The term of office for the treasurer shall be four years with the possibility of re-election for one, but not more, consecutive term of office. The treasurer shall:

(a) collect the dues and cause to be kept regular, true and full accounts of all property of whatever description owned by the corporation and of all business transacted by the corporation;

(b) make detailed reports of such accounts and transacted business to the officers and/or the directors when called upon;

(d) file or cause to be filed all tax returns, information returns or other reports of the corporation’s income, receipts, expenditures and assets required by federal, state or local governmental or other authorities;

(e) ensure that an Illinois Not-for-Profit Annual Report is filed each year with the Secretary of State of Illinois (and appropriate fees paid) to maintain the Society’s status as a corporation. In years of ATDS elections, the names of the new officers need to be entered on the filing form; and

(f) perform such other duties as may be delegated by the president from time to time.

Section 9: Secretary. The term of office for the secretary shall be four years with the possibility of re-election for one, but not more, consecutive term of office.. The secretary shall:

(a) keep the minutes of all meetings of the corporation and of its officers and/or directors;

(b) keep all archival materials (ie, minutes, reports, publicity, legal documents, agreements, contract, mailings, etc.) on behalf of the corporation.

(c) certify the by-laws, resolutions of the members of the governing body and committees thereof, and other documents of the corporation as true and correct copies thereof;

(d) administer the Society’s elections as per Article V, Section 2 and Article VI, Section 5;

(e) ensure the mailing of the informational announcements for the corporation (which may require financial assistance from her/his institution); and

(f) perform such other duties as may be prescribed by the president from time to time.

Section 10: Membership Secretary. The term of office for the membership secretary shall be four years with the possibility of re-election for one, but not more, consecutive term of office.. The membership secretary shall:

(a) keep a roster of active members and their addresses, in which shall be recorded the termination of any membership and the date on which said membership ceased, and publish annually a list of active members;

(b) send annual renewal forms to all members;

(d) initiate appropriate activities for the recruitment of new members;

(e) as required, secure financial assistance from his/her institution to offset costs for said responsibilities.

Section 11: International Secretary. The term of office for the international secretary shall be for four years with the possibility of re-election for one, but not more, consecutive term of office. The international secretary shall assume responsibilities for that portion of the corporation’s membership that resides or is located outside the United States. In addition, the international secretary shall:

(a) ensure that the secretary, the membership secretary, and HEILM has essential information with reference to members living outside the United States;

(b) actively encourage a network of memberships outside the United States; and

Section 12: Head of Electronic Initiatives/Listserv Manager. The term of office for HEILM shall be for four years with the possibility of re-election for one, but not more, consecutive term of office. The HEILM shall:

(a) maintain the ATDS website, which includes updating member information, keeping an experts list, adding calls for papers, and other actions as needed;

(b) solicit annual updates from members regarding new publications, awards won, and other news;

(d) work with other ATDS officers and board members to assist in outreach initiatives utilizing electronic media to solicit new memberships and renewals;

(e) manage the listserv;

(f) as required, secure financial assistance from his/her institution to offset costs for said responsibilities; and

(g) perform such other duties as may be prescribed by the president from time to time.

Section 13: Powers. The officers, in concert with the members of the board of the corporation, shall exercise the powers of the corporation, control its property and conduct its affairs. Without in any way limiting the generality of the foregoing, the officers shall have full power to:

(a) enter into any and all contracts, leases and other agreements which in their judgment may be beneficent to the interests and purposes of the corporation, or necessary and desirable in the conduct of the affairs of the corporation;

(b) receive property by devise or bequest, subject to the laws regulating the transfer of property or by will, and otherwise acquire and hold all property, real or personal, including shares of stock, bonds, and securities from other corporations;

(c) convey, exchange, sell, lease, mortgage, encumber, transfer upon trust, or otherwise dispose of all property of the corporation, real or personal;

(d) act as trustee under any trust incidental to the principal objects of the corporation, and receive, hold, administer and expend funds and property subject to such trust;

(e) borrow money, contract debts, and issue bonds, notes and debentures, and secure the payment or performance of its obligations;

(f) receive membership dues and other incoming funds essential to the operation of the corporation;

(g) solicit funds from private and public sectors for the carrying‑out of the corporation’s purposes;

(h) lend or grant money for reasons consistent with the corporation’s scholarly and artistic purposes and accept conditional or unconditional promissory notes therefore, interest-bearing or non-interest-bearing, secured or unsecured; and

(i) do all other acts necessary or expedient for the administration of the affairs and attainment of the purposes of the corporation.

Section 14: Compensation. The officers shall receive no compensation for their services to the corporation but may be reimbursed for reasonable personal expenditures incurred in rendering their services to the corporation.

ARTICLE VI

Governing Body: Elected Members of the Board

Section 1: General Powers. The affairs of the corporation shall be managed by its governing body, which consists of elected officers and elected members of the board. The members of the governing body may also be designated trustees.

Section 2: Number, Tenure, and Qualification of the Governing Body. The number of members on the board of the corporation shall be nine. The directors shall be chosen from the membership as follows: (a) one director shall be the most recent past president of the corporation and shall automatically become a member of the board for a two-year term upon the natural expiration of his or her term of office as president; (b) seven directors shall be elected by the membership for four-year terms; (c) one graduate student shall be elected by the membership for a two-year term. In addition to the members of the board, the governing body includes seven elected officers: the president who shall be the immediate past vice president of the corporation, as provided in Article V, Section 6, and shall serve for a two-year term; and the other officers, who shall be elected by the membership and serve for terms as provided in Article V.

Section 3: Powers. The governing body shall have full power:

(a) to approve by majority vote claims of over $100.00 per annum for reimbursement to elected officers and members of the board for personal expenses incurred in carrying out the corporation’s business;

(b) to name by majority vote replacements for elected officers and members of the board who are unable to complete a term of office;

(c) to approve by two-thirds vote all proposed changes in these by-laws as may be recommended by the elected officers and members of the board of the corporation, and to initiate such other changes in the by-laws as appear necessary and proper (subject to approval by the membership);

(d) to approve by majority vote changes in the structure of dues;

(e) to initiate recall elections by unanimous vote of members of the board, under advisement from a consensus of remaining elected officers, for the removal of any elected officer whose performance of official duties is characterized by neglect or malfeasance;

(f) to initiate recall elections by unanimous vote of elected officers, under advisement from a consensus of remaining members of the board, for the removal of any member of the board whose performance of official duties is characterized by neglect or malfeasance.

(g) to approve by majority vote the issuing of special publications. The term “special publications” shall not include informational announcements, routine program material, or advertisements concerning the corporation’s meetings or membership drives;

(h) to place any important issue before the members by mail or email ballot, normally after discussion at the annual meeting;

(i) to make appropriations of the funds of the corporation; and

(j) to designate, by resolution, from time to time, such officers, agent or agents to execute all written contracts, on behalf of the corporation.

Section (4): Duties. The governing body shall have the following duties:

(a) to develop appropriate programs for the corporation;

(b) to formulate and to present to the members desirable changes in the corporation’s policies which may or may not necessitate changes in these by-laws;

(d) to appoint persons to fill out terms left vacant by resignation, disability or death of incumbent officers or board members; and

(e) to carry out such other duties as may from time to time arise.

In addition to the preceding duties and powers, the graduate student representative on the ATDS board will cooperate with the Membership Secretary and Head of Electronic Initiatives and Listserv Manager (HEILM) to increase and to advocate for our graduate student membership, to help foster collegial relationships among our graduate student members, to help foster mentoring relationships between graduate members and faculty members, to create or maintain social media venues with special attention to graduate student needs, and to perform such other duties as may be prescribed by the President from time to time in relation to graduate student membership.

Section (5): Election and Term of Office.

(a) A nominating committee consisting of two members of the governing body and one general member shall prepare a slate of names.

(b) At least eight months prior to the expiration of the terms of office of the members of the board, the secretary shall mail or email to all members a call for nominations to fill the anticipated vacancies. Members may nominate other ATDS members or nominate themselves.

(d) Five months prior to the expiration of the terms of office, the secretary shall mail ballots containing the names of all nominees for each position to each member entitled to vote.

(e) Three months prior to the expiration of the terms of office, balloting shall be considered closed.

(f) The secretary and one or more members of the governing body will verify the ballots based upon a simple majority of voting members necessary for election and announce the results to the members by mail, email, or through such informational bulletin as may at that time be in existence.

(g) Each board member shall hold office until the annual meeting following the election in which he or she was duly replaced.

Section 6: Regular Meetings. A regular meeting of the governing body shall be held without other notice than this by-law jointly with the annual meeting of members or immediately, before, and at the same place as, the annual meeting of members. The governing body may provide by resolution the time and place, either within or without the State of Illinois, for the holding of additional regular meetings of the governing body without other notice than such resolution.

Section 7: Special Meetings. Special meetings of the governing body may be called by or at the request of the president or any elected officer or board member. The person or persons authorized to call special meetings of the board may fix any place, either within or without the State of Illinois, as the place for, holding any special meeting of the governing body called by them.

Section 8: Rules of Order. All meetings shall be conducted in accordance with Robert’s Rules of Order, Revised, except for instances in which the articles of incorporation, these by-laws or applicable statute shall provide otherwise.

Section 9: Quorum. A quorum for the transaction of business at any meeting of the governing body shall consist of six elected members (any combination of officers and board members), provided, that if less than a quorum of the governing body is present at said meeting, a majority of the governing body present may adjourn the meeting.

Section 10: Manner of Acting. The act of a majority of the elected officers (any combination of officers and board members) present at a meeting at which a quorum is present shall be the act of the governing body, except where otherwise provided by law or by the articles of incorporation or by these by-laws.

Section 11. Proxies. No member of the governing body may act by proxy on any matter.

Section 12: Vacancies. Any vacancy occurring on the board shall be filled via a special election to take place no later than six weeks after the occurrence of the vacancy. A member elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

Section 13: Participation by Conference Telephone. Unless specifically prohibited by the articles of incorporation, the governing body may participate in and act in any meeting through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

Section 14: Informal Action by the Governing Body. Any action required to be taken at a meeting of the governing body of the corporation, or any other action which may be taken at a meeting of the governing body, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all members of the governing body entitled to vote with respect to the subject matter thereof.

Section 16: Committees.

(a) The president or vice president, with majority approval of the remaining members of the governing body, may create one or more committees and appoint members of the board or general members, to serve on the committee or committees. Terms for committee members shall not exceed three years.

(b) Unless the appointment by the president or vice president requires a greater number, a majority of any committee shall constitute a quorum, and a majority of a quorum is necessary for committee action. A committee may act by unanimous consent in writing without a meeting and, subject to the provisions of the by-laws or action by the governing body, the committee by majority vote of its members shall determine the time and place of meetings and the notice required therefor.

(c) To the extent specified by the governing body or in the articles of incorporation or by-laws, each committee may exercise the authority of the governing body; provided, however, a committee may not:

(1) adopt a plan for the distribution of the assets of the corporation, or for dissolution;

(2) approve or recommend to members any act the General Not For Profit Corporation Act of 1986 requires to be approved by members;

(3) fill vacancies on the board or any of its committees;

(4) elect, appoint, or remove any officer or board member or member of any committee, or fix the compensation of any member of a committee;

(5) adopt, amend, or repeal the by‑laws or the articles of incorporation;

(6) approve a plan of merger or adopt a plan of consolidation with another corporation, or authorize the sale, lease, exchange or mortgage of all or substantially all of the properly or assets of the corporation; or

(7) amend, alter, repeal, or take action inconsistent with any resolution or action of the governing body when the resolution or action of the governing body provides by its terms that it shall not be amended, altered, or repealed by action of a committee.

(d) The governing body may create and appoint persons to a commission, advisory body, or other such body which may or may not have members of the governing body as members, which body may not act on behalf of the corporation or bind it to any action but may make recommendations to the governing body.

Section 17: Compensation. Members of the governing body shall receive no reimbursement for their services to the corporation, but may be reimbursed for reasonable personal expenditures incurred in rendering their services to the corporation.

ARTICLE VII

Interested Board Members and Officers

(a) If a transaction is fair to the corporation at the time it is authorized, approved, or ratified, the fact that an officer or board member of the corporation is directly or indirectly a party to the transaction is not grounds for invalidating the transaction. No contract or transaction between the corporation and one or more of its governing body members, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its governing body members are board members or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the governing body member is present at or participates in the meeting of the governing body which authorizes the contract or transaction.

(b) In a proceeding contesting the validity of a transaction described in subsection (a), the person asserting validity has the burden of proving fairness unless:

(i) The material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the governing body, and the governing body in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested members of the governing body be less than a quorum; or

(ii) The material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the members entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the members without counting the vote of any member who is an interested member of the governing body; or

(iii) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the governing body, a committee thereof, or the members.

Common or interested members of the governing body may be counted in determining the presence of a quorum at a meeting of the governing body or of a committee which authorizes the contract or transaction but may not be counted when the board of directors takes action on the transaction.

ARTICLE VIII

Indemnification of Board Members and Officers

(a) The corporation shall indemnify each board member and each officer who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a member of the governing body of the corporation, or is or was serving at the request of the corporation as a board member or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

(b) The corporation shall indemnify each member of the governing body who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a board member or officer of the corporation, or is or was serving at the request of the corporation as a board member or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation unless and only to the extent that the court in which such action, suit or proceeding was brought shall determine upon application that, despite that adjudication of liability but in view of all the circumstances of the case, such director or officer is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(c) The corporation shall indemnify each board member and officer who is held to be a fiduciary under any employee pension, profit sharing or welfare plan or trust of the corporation or any of its divisions and who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was such a fiduciary and was serving as such at the request of the corporation, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding for any breach of any of the responsibilities, obligations or duties imposed upon fiduciaries by the Employee Retirement Income Security Act of 1974 and any amendments thereto, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of such plan or trust, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of such plan or trust, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. The provisions of all the following paragraphs of this Article relating to board members, officers, employees or agents shall apply also to board members, officers, employees or agents held to be fiduciaries under this paragraph (c), specifically including the power of the corporation under paragraph (g) to purchase and maintain insurance on behalf of such fiduciaries.

(d) To the extent that a person who is or was a board member, officer, employee or agent of the corporation; or of any other corporation, partnership, joint venture, trust or other enterprise with which such person is or was serving in such capacity at the request of the corporation, has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs (a), (b) and (c) of this Article, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(e) Any indemnification under paragraphs (a), (b), and (c) of this Article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the board member or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in paragraphs (a), (b), or (c). Such determination shall be made (1) by the governing body by a majority vote of a quorum consisting of members of the governing body who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable but a quorum of disinterested members of the governing body so directs, by independent legal counsel in a written opinion, or (3) by the members.

(f) Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of the board member, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation as authorized in this Article.

(g) The indemnification provided by this Article shall not be deemed exclusive of any other rights to which a board member or officer seeking indemnification may be entitled under any statute, provision in the corporation’s articles of incorporation, by-law, agreement, vote of members or disinterested members of the governing body or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a board member or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

(h) The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a board member, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a board member, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article.

(i) If the corporation has paid indemnity or has advanced expenses to a board member, officer, employee or agent, the corporation shall report the indemnification or advance in writing to the members with or before the notice of the next members’ meeting.

(j) For purposes of this Article, references to “the corporation” shall include, in addition to the surviving corporation, any merging corporation (including any corporation having merged with a merging corporation) absorbed in a merger which, if its separate existence had continued, would have had power and authority to indemnify its board members, officers, and employees or agents, so that any person who is or was a board member, officer, employee or agent of such merging corporation or is or was serving at the request of such merging corporation as a board member, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(k) For purposes of this Article, references to “other enterprises” shall include employee benefit plans; reference to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a board member, officer, employee or agent of the corporation which imposes duties on or involves services by such board member, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries. A person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interest of the corporation” as referred to in this article.

(l) The invalidity or unenforceability of any provision in this Article shall not affect the validity or enforceability of the remaining provisions of this Article.

ARTICLE IX

Contracts, Checks, Deposits & Funds

Section 1: Contracts. The governing body may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2: Checks. Drafts, Etc. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by the ATDS treasurer or by such officer or officers, agent or agents of the corporation and in such manner, as shall from time to time be determined by resolution of the governing body.

Section 3: Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the governing body may select, in consultation with the corporation’s treasurer.

Section 4: Gifts. The governing body or the president may accept or reject on behalf of the corporation any contribution, gift, bequest of devise for the general purposes or for any special purpose of the corporation.

ARTICLE X

Books and Records

The corporation shall keep accurate and complete books and records of account and shall also keep minutes of the proceedings of its members and governing body, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member or his or her agent or attorney for any proper purpose at any reasonable time. The elected secretary of the corporation will keep all archival materials (i.e., minutes, reports, publicity, mailings, etc.) on behalf of the corporation. The treasurer of the corporation will keep financial reports and archival materials pertinent to the treasury on behalf of the corporation, from the date of incorporation, including all documents pertinent to keeping the corporation in good standing with the state of Illinois and the IRS..

ARTICLE XI

Fiscal Year

The fiscal year of the corporation shall end on the last day of June in each year.

ARTICLE XII

Seal

The governing body shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Illinois.” The ATDS president shall keep the Seal in his/her possession during her or his tenure.

ARTICLE XIII

Waiver of Notice

Whenever any notice whatever is required to be given under the provisions of the General Not For Profit Corporation Act of Illinois or under the provisions of the articles of incorporation or by the by-laws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XIV

Amendments to By-Laws

Section 1: By Members. These by-laws may be altered, amended, or repealed and new by-laws may be adopted by a two-thirds vote of those members who vote at the annual meeting (in person or by proxy), provided that such changes have been proposed in writing and that the text of such changes has been mailed to the members at least two months prior to the meeting at which the final vote will be taken.

Section 2: By Governing Body. The governing body shall have full power to approve by a two-thirds vote all proposed changes in these by-laws as may be recommended by the officers of the corporation. The governing body also may initiate without such recommendation such other changes in these by-laws as appear necessary and proper, with these such changes being subject to a two-thirds vote of the members entitled to vote, at the annual meeting, provided that such changes have been proposed in writing at the previous annual meeting and that the text of such changes has been mailed to the members at least two months prior to the meeting at which the final vote will be taken.

ARTICLE XV

Dissolution

Upon the dissolution of the corporation, all of its assets remaining after making provision for its liabilities shall be transferred and assigned to such other organization or organizations classified as a Section 501(c)(3) organization by the Internal Revenue Service of the United States of America, as may be selected by the governing body of the corporation.