Article 5 - Officers

(a) The officers of the Bureau shall consist of a chair of the board, four vice chairs (who may at the option of the board be designated first, second, third and fourth vice chair respectively), a secretary and a treasurer. One of the vice chairs shall be a representative of a publisher division. The other three vice chairs shall be representatives of either the advertiser division or advertising agency division. These officers shall be elected by the Board of Directors from the members of the Board of Directors and shall hold office for a period of one year and until the election and qualification of their successors.

(b) No person shall be elected chair of the board who is not employed by or actively engaged in the operation of an advertiser or advertising agency member. The chair shall not serve for more than two consecutive terms.

(c) The Board of Directors shall elect a president who shall serve as chief executive and managing director of the Bureau; and also, at the discretion of the Board of Directors, one or more vice presidents whose function shall be determined by the Board of Directors. The president and vice presidents shall not be members of the Board of Directors. The president shall be responsible to the Board of Directors. The election of the president and the vice presidents, if any, shall be for a term of not more than 3 years or such shorter term as may be fixed for a nonprofit corporation by the laws of the State of Illinois from time to time in effect.

(d) The Board of Directors shall elect the President and Managing Director and any salaried officers and determine the term for which the individuals are elected.

5.2 Chair of the Board

(a) The chair of the board shall be the presiding officer at all meetings of the Bureau and of the Board of Directors. The chair shall appoint the members of such committees, designating the chairs thereof, as may be created by the Board of Directors for carrying on the work and accomplishing the objects of the Bureau, subject to the approval of the Board of Directors, and shall also be an ex officio member without vote, of all committees. The chair of the board shall also have the responsibility for calling regular and special meetings of the Board of Directors.

(b) In the absence or incapacity of the chair of the board, the vice chairs, in their successive order, shall perform the chairman's duties, and shall also perform such other special duties as may from time to time be delegated to them by the Board of Directors.

5.3 Secretary

The secretary shall keep a record of all meetings of the Bureau and of the Board of Directors and of any of the committees having authority of the Board of Directors.

5.4 Treasurer

The treasurer shall supervise the accounts of the Bureau, receive all monies, pay bills when properly approved and preserve vouchers for all payments. The treasurer shall render a report at the annual meeting of the Bureau and such other reports as may be required from time to time by the Board of Directors.

5.5 President and Managing Director

(a) The president in the capacity of managing director, and hereinafter referred to in this section and in the rules as the ''managing director," shall, subject only to the general supervision of the Board of Directors, be charged with the responsibility for directing all operations of the Bureau required for carrying on the work and accomplishing the objects of the Bureau as authorized by the Board of Directors. He/she may, subject to the approval of the Board of Directors, appoint and designate two assistant managing directors and define their duties and fix their compensation.

(b) It shall be the duty and responsibility of the managing director to interpret and enforce the rules and standards fixed from time to time by the Board of Directors for the members of the Bureau, to investigate charges or accusations against members under Article 7 of the bylaws, and to conduct the special investigations and make reports and recommendations thereon as provided in Bylaw 6.7. He/she shall make all necessary contracts on behalf of the Bureau subject to the approval of the Board of Directors.

(c) He/she shall have the authority to employ, discharge, and fix the compensation of such employees as may be reasonably required for carrying on the general operations of the Bureau. He/she may appoint and employ such assistants under such designations as he may deem advisable and fix their compensation. He/she shall attend all regular and special meetings of the Board of Directors, and make a report annually to the Board of Directors, or more frequently if required by them, setting forth the progress and results of the operations under his charge, together with suggestions tending to improve the work of the Bureau.

(d) On behalf of the secretary and under his/her supervision the managing director shall keep and maintain at the registered office of the Bureau a record giving the names and addresses of the members entitled to vote and in the absence of the secretary, the managing director, the assistant managing director, or such individual on his staff as may be designated by him, shall perform the duties of acting secretary at regular or special meetings of the Board of Directors or of the membership, or at such other times as may be required for carrying on the work of the Bureau.

(e) The managing director shall also perform such other duties as the Board of Directors may require and he shall be responsible to the Board of Directors for all matters that may be necessary for the proper operation of the Bureau.

5.6 Bonding Officers or Employees

Such officers or employees as may be designated by the Board of Directors may be bonded for such sums as may be determined by the Board of Directors, the premiums on such bonds to be paid by the Bureau.

5.7 Removal from Office

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