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advertising fund (whether a system-wide, regional, or a cooperative fund)

Regional Advertising Funds

Some franchisors may create and administer mandatory advertising funds on a
regional
rather than system wide basis for the purpose of tailoring an advertising program to
the
units
in
a
particular area. This is similar to the purpose of advertising cooperatives, discussed
below,
but
the difference in the case of a regional advertising fund is that the franchisor
retains
control
over
the expenditures and activities of the regional advertising fund. When
regional
advertising
funds
are formed, the presumption may be that all of the units in the system are
segmented
into
regions so that each unit in the system participates in only one regional fund. But
this
may
not
be the case in all circumstances, where the advertising needs of a franchise system
may
require
different treatment in one or more regions. A regional advertising fund would
typically
be
contractually formed and governed in a manner similar to a system wide advertising
fund.

therefore is, at a minimum, to clarify:

(a) how advertising funds will be formed, administered and dissolved;
(b) who determines how advertising funds will make expenditures;
(c) the specific expenditures that advertising funds can make; and
(d) the disposition of unspent advertising fund monies

One sensitive issue is whether or not an advertising fund can be used to advertise
or solicit the sale of additional franchises by the franchisor.

Cooperative Advertising:

Whether or not an advertising fund can be used to advertise or solicit the sale
of additional franchises by the franchisor.
to pool the advertising efforts of similarly situated units within a system for
mutually beneficial purposes

These details include:

(a) how the area or membership of the cooperative is to be defined;
(b) how much the franchisee must contribute to the cooperative and whether other
franchisees contribute at a different rate;
(c) whether franchisor (or affiliate)-owned units must contribute to the cooperative
and, if so, whether on the same basis as franchisees;
(d) who is responsible for administering the cooperative;
(e) whether the cooperative has written governing documents and whether a
franchisee can review them;
(f)whether cooperatives must prepare financial statements and whether a
franchisee
can
review
them; and
(g) whether the franchisor has the power to form, change, dissolve or merge a
cooperative.

The franchise agreement should also address how decisions are made within an
advertising cooperative (for example, if decisions are made by majority vote,
and how many votes each member of the cooperative is entitled to cast).
Also, if it is possible that a particular unit could by virtue of its location be identified
for membership into two different advertising cooperatives, the franchise
agreement should address how many cooperatives the unit can be required to join;
and, if only one, how the potential conflict between the two cooperatives is
resolved.

*** A franchisor can help prevent those problems by reserving the right in the
franchise agreement to form, govern and dissolve advertising cooperatives. A
franchisor
can
help
prevent
those
problems by reserving the right in the franchise agreement to form, govern and
dissolve
advertising cooperatives. The franchise agreement can also specify how, if at all, a
franchisees
contributions to an advertising cooperative fit into the overall marketing
contribution requirements for the franchisee, including whether (or not) in concert
with a system-wide advertising fund.

Local Unit Advertising

If a franchisee is permitted to conduct local advertising (and most are), the
franchise agreement should address the manner in which the franchisee may
conduct this advertising, including the sources or content of the materials it may
use (for example, whether those materials must be obtained from the franchisor or
a third party advertising agency or, if sourced by the franchisee, whether the
franchisor must approve them before use).21
Some franchise agreements may even specify the types of media in which local
advertising may be placed.
Cause Related Marketing --- Every one riyal for this

Franchise Agreement Advertising Provisions

1 MARKETING
1.1 Marketing Fund Contribution. For each [Month/Week] during the term of this

Agreement,
you agree to contribute an amount equal to ____ percent (___%) of your Franchised
Business Gross Sales during the preceding Month (the Marketing Fund
Contribution). You agree to pay the Marketing Fund Contribution in the manner
and
at
the times required under Section ___ above (and as otherwise provided in this
Section __).
1.2 Allocation and Collection.
1.2.1 We have the right to allocate your Marketing Fund Contribution in the

proportion
that we designate among the Marketing Fund and any Co-op Fund established
for your area, as provided in Section 1.4 below (but we are not required to
establish a Co-op Fund for your area).
1.2.2 We have the right to periodically make changes to the allocation of the

Marketing
Fund Contribution as specified in Section 1.2.1 among the Marketing Fund

and/or a Co-op Fund, by giving you written notice of the change, and those
changes will take effect at the end of that month.
1.2.3 No part of the Marketing Fund Contribution (whether deposited in Marketing

Fund or a Co-op Fund) shall be subject to refund or repayment under any

circumstances.
1.3 Marketing Fund. We (or our designee) will maintain and administer the Marketing

Fund
as follows:
1.3.1 We or our designee shall have the right to direct all marketing programs, as

well
as all aspects thereof, including, without limitation, the concepts, materials, and
media used in such programs and the placement and allocation thereof. You
acknowledge and agree that the Marketing Fund is intended to maximize general
public recognition, acceptance, and use of the System; and that we and our
designee are not obligated, in administering the Marketing Fund, to make
expenditures for you that are equivalent or proportionate to your contribution, or
to ensure that any particular franchisee benefits directly or pro rata from
expenditures by the Marketing Fund.
1.3.2 The Marketing Fund, all contributions to that fund, and any of that funds

earnings, shall be used exclusively (except as otherwise provided in this Section

13.3) to meet any and all costs of maintaining, administering, directing,
conducting, creating and/or otherwise preparing advertising, marketing, public
relations and/or promotional programs and materials, and any other activities that
we believe will enhance the image of the System (including but not limited to the
costs of preparing and conducting: marketing and advertising campaigns in any
medium, whether digital, print, direct-mail or other; marketing surveys and other
public relations activities; employing marketing personnel, the costs of retaining
advertising and/or public relations agencies; purchasing promotional items,
conducting and administering visual merchandising, point of sale, and other
merchandising programs; conducting and administering visual merchandising,
point of sale, and other merchandising programs; engaging individuals as
spokespersons and celebrity endorsers; purchasing creative content for local
sales materials; reviewing locally-produced ads; preparing, purchasing and
distributing door hangers, free-standing inserts, coupons, brochures, and
trademarked apparel; market research; conducting sponsorships, sweepstakes
and competitions; engaging mystery shoppers for businesses and their
competitors; and providing promotional and other marketing materials and
services to the businesses operated under the System). The Marketing Fund
may also be used to provide rebates or reimbursements to franchisees for local
expenditures on products, services, or improvements, so long as we have given

our prior written approval, which products, services, or improvements; and we will
have the right to determine what methods to use in order to promote general
public awareness of, and favorable support for, the System.
1.3.3 You agree to make your Marketing Fund Contribution to the Marketing Fund in

the manner specified in Section ____ above. We will maintain all sums in the
Marketing Fund in an account separate from our other monies. We will have the
right to charge the Marketing Fund for the reasonable administrative costs and
overhead that we incur in activities reasonably related to the direction and
implementation of the Marketing Fund and marketing programs for franchisees
and the System (including but not limited to costs of personnel for creating and
implementing, advertising, merchandising, promotional and marketing programs).
The Marketing Fund and its earnings shall not otherwise inure to our benefit. We
or our designee will maintain separate bookkeeping accounts for the Marketing
Fund.
1.3.4 No part of your Marketing Fund Contribution shall be deemed an asset of ours,

nor a trust, and we do not assume any fiduciary obligation to you for maintaining,
directing or administering said funds or for any other reason. We will prepare a
statement of the operations of the Marketing Fund and any Co-op Funds as
shown on our books, annually, and make that report available to you.
1.3.5 Although the Marketing Fund is intended to be of perpetual duration, we

maintain
the right to terminate the Marketing Fund. The Marketing Fund shall not be
terminated, however, until all monies in the Marketing Fund have been expended
for marketing and/or promotional purposes.
1.4 Co-op Fund. We will have the right to designate any geographical area for

purposes
of
establishing a regional cooperative market marketing fund (Co-op Fund). If a Coop
Fund for the geographic area in which the Franchised Business is located has been
established at the time you start to operate under this Agreement, you will
immediately
become a member of such Co-op Fund. If a Co-op Fund for the geographic area in
which the Franchised Business is located is established during the term of this
Agreement, you will become a member of that Co-op Fund within thirty (30) days
after
the date on which the Co-op Fund commences operation. (However, you will not be
required under any circumstances to be a member of more than one Co-op Fund.)
The
following
provisions
shall
apply
to
each
Co-op
Fund:
1.4.1 Each Co-op Fund shall be organized (including but not limited to bylaws and

other organic documents) and governed in a form and manner, and shall
commence operations on a date, which we must have approved in advance in
writing. The activities carried on by each Co-op Fund shall be decided by a
majority vote of its members (unless we specify otherwise in writing). Any
businesses that we operate in the region shall have the same voting rights as
businesses owned by franchisees. The owner of each Franchised Business shall
be entitled to cast one (1) vote for each Franchised Business owned.
1.4.2 Each Co-op Fund shall be organized for the exclusive purpose of administering

regional marketing programs and developing, subject to our approval,

standardized promotional materials for use by the members in local store
marketing.
1.4.3 No advertising, marketing, or promotional plans or materials may be used by a

Co-op Fund or furnished to its members without our prior written approval as
specified in Section 1.7 below.
1.4.4 You agree to make your required contribution to a Co-op Fund pursuant to the

allocation that we specify, as described in Section 1.2 above.

1.4.5 Although once established, each Co-op Fund is intended to be of perpetual

duration, we maintain the right to terminate any Co-op Fund. A Co-op Fund shall
not be terminated, however, until all monies in that Co-op Fund have been
expended for marketing and/or promotional purposes.
1.5 Standards. All of your local store marketing must: (a) be in the media, and of the

type
and format, that we may approve; (b) be conducted in a dignified manner; and
(c) conform to the standards and requirements that we may specify. You agree not
to
use any advertising, marketing materials, and/or promotional plans unless and until
you
have received our prior written approval, as specified in Section 1.7 below.
1.6 Materials Available for Purchase. We will make available to you periodically, at
your
expense, marketing plans and promotional materials, including newspaper mats,
coupons, merchandising materials, sales aids, point-of-purchase materials, special
promotions, direct mail materials, community relations programs, and similar
marketing
and promotional materials for use in local store marketing.
1.7 Our Review and Right to Approve All Proposed Marketing. For all proposed

advertising,

marketing, and promotional plans, you (or the Co-op Fund, where applicable) shall
submit to us samples of such plans and materials (by means described in Section
___
below), for our review and prior written approval. If you (or the Co-op Fund) have
not
received our written approval within fourteen (14) days after we have received
those
proposed samples or materials, then we will be deemed to have disapproved them.
You
acknowledge and agree that any and all copyright in and to advertising, marketing
materials, and promotional plans developed by or on behalf of you will be our sole
property, and you agree to sign such documents (and, if necessary, require your
employees and independent contractors to sign such documents) that we deem
reasonably necessary to give effect to this provision.
1.8 Additional Marketing Expenditure Encouraged. You understand and acknowledge

that
the required contributions and expenditures are minimum requirements only, and
that
you may (and we encourage you to) spend additional funds for local advertising and
promotion, which will focus on disseminating marketing directly related to your
Franchised Business.
1.9 Local Advertising and Promotion. As used in this Agreement, the term local

advertising and promotion shall consist only of the direct costs of purchasing
and
producing marketing materials (including, but not limited to, camera-ready
advertising
and point of sale materials), media (space or time), and those direct out-of-pocket
expenses related to costs of marketing and sales promotion that you spend in your
local
market or area, advertising agency fees and expenses, postage, shipping,
telephone,
and photocopying; however, the parties expressly agree that local store marketing
shall
not include costs or expenses that you incur or that are spent on your behalf in
connection with any of the following:
1.9.1 Salaries and expenses of your employees, including salaries or expenses for

attendance at marketing meetings or activities, or incentives provided or offered

to such employees, including discount coupons;
1.9.2 Charitable, political, or other contributions or donations;

1.9.3 The value of discounts provided to consumers; and/or

1.9.4 The cost of food, beverage, and merchandise items

Franchise Advertising Cooperative By-laws

BY-LAWS
OF
[ENTITY]
(Serving the [market area])
A [state] ___________ [type of entity]

ARTICLE I
PURPOSE AND OFFICES
Section 1. Purpose.
The purpose of the above-named ACME Advertising Cooperative ("the Co-op") shall
be
to
conduct local and regional advertising and marketing for ACME shops (Shops)
located
within
the __________________________ [Identify Metropolitan Area] Market Area which is
defined
by the Designated Market Area ("DMA") designated each year by the A.C. Nielsen
Company
or
such other television coverage information as designated by Acme, LLC (ACME).
Such
adjustment shall be effective January 1 each year. All advertising and marketing
shall
be
consistent with the standards and policies of ACME and shall be subject to the
express
prior
approval of ACME. This organization is for the cooperative mutual benefit of its
members.
The
Co-op has been organized in recognition of the obligation of ACME franchisees and
licensees
to participate in local advertising cooperatives.
Section 2. Offices.
The Co-op shall continuously maintain in its state of incorporation a registered office
and
a
resident agent, whose office is identical with such registered office, and may have
other
offices
within or without the State of [state] as the Members may, from time to time,
determine.
Section 3. Organization.
This Co-op is a __________________ organized on a ________ membership basis
pursuant
to
the provisions of the [State applicable act] (Act), as amended. Unless otherwise
specifically
provided, Roberts Rules of Order apply to the conduct of all meetings called under
the By-Laws.

ARTICLE II
MEMBERS
Section 1. Membership.
(a) The Co-op shall have only one class of members.
(b) The members of the Co-op shall consist of all persons or entities which now or
later
operate any Shops located anywhere within the DMA under a validly existing
franchise
agreement with ACME, except for Shops that ACME agrees to exclude, which may
include
Shops that have limited access or are situated at a special use location as
determined by ACME.
(c) ACME shall be a member regardless of whether it operates a Shop in the DMA,
provided, however, that if ACME is a member of the Co-op solely by virtue of this
Section
1(c),
then ACMEs voting rights shall be limited as provided in Section 3(c) of this Article.
(d) A member shall be a member of two or more ACME Advertising Cooperatives if
that
member operates one or more Shops within separate or overlapping DMA's in which
an
ACME
Advertising Cooperative is established.
Section 2. Termination of Membership.
(a) Except in the case of ACME and its subsidiaries and affiliates, in the event that
any
member of the Co-op shall cease to be the owner and operator of at least one Shop
located
within the DMA pursuant to a franchise agreement with ACME, its membership in
the
Co-op
shall automatically terminate.
(b) Any request by a member to resign from the Co-op shall be approved in

advance,
in
writing, by ACME, under the terms and conditions set forth in the writing granting
the
approval.
Such resignation shall not relieve the member of any obligations accrued prior to
such
resignation, and the contributions for the balance of the fiscal year will be deemed
an
accrued
obligation of the resigning member. This provision in no way limits or restricts
ACMEs
ability
to
require the members participation in this Co-op pursuant to the franchise
agreement(s).

Section 3. Voting Rights.

(a) Members' Representatives. Except for ACME, each member's representative
for
the
purpose of voting shall be the individual who appears on ACMEs records as the
individual
authorized to act for such member. ACMEs voting rights shall be exercised by the
individual
appointed by ACME as the ACME Representative (as defined in Article IV, Section 2).
(b) Votes. Each member of the Co-op in Good Standing (as defined in Section 5 of
this
Article) shall be entitled to one (1) vote on each matter voted on by the members
for
each
Shop
operated within the DMA. ACME shall have one (1) vote for each company-owned
Shop
operated within the DMA.
(c) Limitations. If ACME does not own and operate any Shops in the DMA, then
ACME
shall be entitled to vote only in the following circumstances:
(1) on the amendment of the [Articles of Incorporation] or the By-Laws
of the Co-op, which may not be amended without the affirmative vote of ACME; or
(2) in the event of a deadlock as described in Section 4 of this Article.

Section 4. Deadlock. In the event of a deadlock between the members of the Coop
on
any
matter voted on by the members, ACME shall be entitled to cast an additional,
deciding
vote,
which it shall exercise in the manner it deems to be in the best interest of the entire
ACME
System.
Section 5. Member in Good Standing. To be in Good Standing, a member's
payments
to
ACME (or its designee, including the Co-op) must not be past due in any amount,
and
the
member must also be in compliance with the rules, policies and By-Laws of the Coop,
and
not
have received a notice of default from ACME which it has failed to cure for any
franchise
agreement. If ACME notifies the Co-op and the affected member in writing that it is
no
longer
a
member in Good Standing, the members voting rights shall automatically be
suspended
beginning on the tenth day following delivery of such notice by ACME unless such
default
has
been cured prior to the effective date of such suspension. Once suspended, a
suspended
members rights shall not be reinstated until such time as said member shall have
paid
all
amounts accrued and owing to ACME and/or cured any defaults, and ACME has
confirmed
said
payment or cure in writing to the Co-op.
Section 6. Transfer of Membership. Membership shall be transferable only by
reason
of
the approved transfer of a member's ACME franchise to another entity. The
transferee
shall
automatically become a member of the Co-op.
Section 7. Enforcement of Co-op Rules. The Co-op or ACME may take legal
action
against a member to collect contributions and to enforce the Co-op rules, policies
and
By-Laws.
Even though a member attempts to or does discontinue participation in Co-op
meetings
or
programs, such member shall nevertheless continue to be obligated to pay

contributions
required of members and to abide by the Co-op's By-Laws, policies and other rules.
ARTICLE III
CONTRIBUTIONS
Section 1. Member Contributions.
(a) Every month, each member shall contribute to the [Co-op entity] for each
Shop
it
owns
within the DMA ______ percent (___%) of their prior months gross sales (as defined
in
the
respective franchise agreement (as Net Sales) or license agreement (as Gross
Sales)).
A
total sales verification figure should be supplied by each member to the Co-ops
Secretary/Treasurer (as defined below) along with their contribution check. If a
member
owns
multiple Shops, the figure can be reported as a total Shop gross sales amount.
ACME
will
provide verification of total sales to the Secretary/Treasurer for reconciliation on a
written
request basis.
(b) All contributions shall be made payable to the [Co-op entity] and sent to the
then
acting
Secretary/Treasurer for the Co-op. Commissions or fees paid directly to a third party
without
the Co-ops approval shall not be part of the required contribution of a member to
the
Co-op.
(c) All contributions required under these By-Laws shall be paid no less than on a
monthly
basis and be based on the members previous months gross sales and shall be due
and
payable on or before the fifth (5th) day following the close of the month.
(d) If contributions are not received by the Co-op at its designated location on or
before
the
due date, such member shall be deemed in default and shall pay to the Co-op a
penalty
equal
to the lesser of a monthly late charge of one and one-half (1.5%) percent of the
unpaid
balance
or the maximum rate of interest permitted by the applicable state law plus any
indirect
costs
incurred due to this non-payment. Defaulting members shall loose the right to vote
(as
described in Article II, Section 5) and shall pay late charges, interest, and other

recovery
collection charges, including costs and attorneys fees.

and

(e) No member shall be entitled to a refund of any part of its contribution to the Coop
under
any circumstances, including the termination of that members operation of any
Shops,
the
expulsion of a member from the Co-op or the dissolution or liquidation of the Co-op.
Transfer
of
a Shop will not relieve the member or former member of its obligation to pay any
delinquency
existing at the time of the sale.

Section 2. ACME Contributions. ACME and its subsidiaries and affiliates who own
and
operate Shops under license from Licensor in the DMA shall make contributions or
payments
to
the [Co-op entity], or directly to a provider of Advertising and Marketing on the
same
basis
and
in the same manner as members.
Section 3. Cooperative Imposed Contributions. The Co-op may, upon the
affirmative
vote of a majority of the total eligible votes of all the members of the Co-op, elect to
impose
additional contributions to the Co-op beyond those required in Article III, Section 1
above
upon
the entire membership of the Co-op ("Additional Contributions"). Such obligation to
make
Additional Contributions would include ACME and its subsidiaries and affiliates as
well.
Such
Additional Contributions may be a percentage (up to ___%) of gross sales or a flat
amount
(up
to $___) for each Shop operated by each member within the DMA. Furthermore, the
annual
increase in the level of such Additional Contributions, if any, shall not exceed ____%
per
annum. A vote to increase the amount of such Additional Contributions shall be held
only
once
per calendar year. Unless a written waiver is granted by ACME in its sole discretion,
such
Additional Contributions may not be counted towards any members local

advertising
and
marketing obligations imposed under the applicable franchise or license agreement.
Section 4. Expenses and Advertising. All contributions to the Co-op pursuant to
this
Article shall be expended solely for the Advertising and Marketing of Shops and their
products
and services. It is anticipated that all contributions to the Co-op shall be expended
for
such
Advertising and Marketing during the Co-op's fiscal year within which contributions
are
made.
Any contributions not expended in the fiscal year contributed shall be applied and
used for Coop Advertising and Marketing in the following year. Until their
expenditure,
all
contributions
to
the Co-op shall be held in safe-keeping for the purpose of paying for such
Advertising
and
Marketing and shall not be refundable. In the event the Co-op derives revenue from
any
source
other than contributions by the members (such as interest on balances held in the
Co-op's
bank
account(s) or rebates from suppliers), the Co-op shall expend all such revenue
solely
for
Advertising and Marketing of Shops and their products and services before the
expenditure
of
any member contributions.
As used in these By-Laws, "Advertising and Marketing" expenditures shall include
direct
costs
of measurable media for television advertising, including time charges, agency
commissions
and associated costs; newspaper and print advertising, direct mail, radio
advertising,
outdoor
advertising (billboard or transit), internet, interactive, social advertising; and
expenses
directly
incurred and related to the cost of advertising and administration of the Co-op,
including,
but
not
limited to, organizational, accounting and legal fees and expenses, meeting room
charges,
photocopying, postage and shipping and other comparable expenditures.
Notwithstanding the foregoing, the following expenses shall not be paid for by funds
contributed
to the Co-op: members' business phone and listing in the white and classified or
yellow
pages;
incentive programs; food costs incurred in any promotion; salaries and expenses of
any

employees of a member, including salaries and expenses for attendance at Co-op

meetings;
charitable, political, or other contributions or donations; specialty items such as tee
shirts,
premiums, pins, and awards; those portions of menu boards and other signage and
decorations
consisting of fixtures and equipment; seminar, training and educational costs and
expenses
of
employees of a member; provided however, that Additional Contributions only may
be
used
to
reimburse ACME for that portion of the ACME Representative's (as defined below)
salary
and
expenses related to the business of the Co-op.
Section 5. Media Placement Agent.
(a) Co-Developed Markets. In co-developed Co-ops (i.e., Co-ops where ACME
owns
and
operates one or more Shops in the Co-op DMA), the members appoint ACME's inhouse
Marketing Department to place the advertising of the Co-op. The Marketing
Department
may,
in its sole discretion, appoint agents to place the Co-op's advertising.
(b) Non-Co-Developed Markets. In Co-ops that are not co-developed, the
members
may
designate a third party media placement company to place the advertising of the
Co-op.
All
advertising placed by third party media companies shall be ACME (or its
Systemwide
Marketing
Fund SMF) produced or created advertising, unless otherwise approved in
advance
in
writing
by ACME.
(c) Advertising Creation The Co-op will, to the extent available, utilize
advertising,
marketing and promotional materials produced by ACME or SMF. Any materials
independently
developed by the Co-op or its members shall be submitted to ACME for its written
approval
prior
to use.
ARTICLE IV
BOARD OF DIRECTORS AND OFFICERS

Section 1. Board of Directors. The business and affairs of the Co-op shall be
managed
by
or under the direction of its Board of Directors, which may exercise all such powers
of
the
Co-op
and do all such lawful acts and things on its behalf as are not proscribed by statute
or
by
the
Articles of Incorporation or by these By-Laws.
Section 2. Directors. The Board of Directors shall consist of three (3) Directors. A
representative of ACME (the ACME Representative), appointed by ACME in its sole
discretion,
shall be the Chairman of the Board of Directors. Except for the Chairman of the
Board,
the
other two (2) Directors shall members that are elected at the annual meeting of the
members
by
a plurality of the votes cast in the election. Each elected Director shall serve a term
of
one
(1)
year or until his successor has been elected and qualified.
Section 3. Officers. The Directors shall be the Officers of the Co-op. The ACME
Representative
shall
be
the
Chairman/President
of
the
Co-op.
The
Chairman/President
shall
designate one Director to serve as Vice-President of the Co-op and the other
Director
to
serve
as Secretary/Treasurer of the Co-op.
(a) Chairman/President. The ACME Representative shall be the Chairman of the
Board
of
Directors and the President of the Co-op and shall:
(1) Arrange and conduct all meetings of the members and Board of Directors of the
Co-op;
(2) Coordinate business interrelationships with ACME, ACME marketing personnel,
advertising agencies, and other entities involved in transactions relating to the
advertising and business dealings with the marketing programs of ACME and its
franchisees and licensees; and
(3) Perform such other duties as may be assigned to him from time to time by the
Board of Directors.

(b) Vice President. The Vice President of the Co-op shall perform such duties as
may
be
assigned to him from time to time by the Board of Directors or the President.
(c) Secretary/Treasurer. The Secretary/Treasurer of the Co-op shall:

(1) Assist ACME in collecting all contributions as stipulated in these By-Laws;

(2) Issue payment of properly approved invoices;
(3) Record minutes of all meetings of the members and the Board of Directors;
(4) Issue such reports as requested by the Chairman to all members of the Co-op;
and
(5) Perform such other duties as may be assigned to him from time to time by the
Board of Directors or the President.
(d) Performance of the above duties may be assigned and delegated, in whole or in
party,
to
ACME, the ACME Representative, or their designee.
Section 4. Collection Agent. The Co-op and the Board may delegate its
accounting
and
financial functions to ACME or its designee and appoints ACME or its designee as
collection
agent in the event such services are deemed appropriate by the Co-op.
Section 5. Removal and Resignation. Any Director/Officer or agent elected or
appointed
by the members may be removed by a member vote at any regular or special
quorumed
meeting whenever in their sole judgment the best interests of the Co-op would be
served
by
removing that Director/Officer or agent, but such removal shall be without prejudice
to
the
contract rights and obligations, if any, of the person so removed. A Director/Officer
may
resign
at any time by written notice to the board, the President or the Secretary/Treasurer.

The
resignation is effective on its designated effective date, or if there is none, then on
the
date
the
written notice is received.
ARTICLE V
MEETINGS OF MEMBERS AND DIRECTORS
Section 1. Meetings. The members and Directors shall hold an annual meeting
and
other
such meetings at such time and place within the DMA or elsewhere as shall be
determined
by
the Chairman. The meetings of the members and Directors may be held jointly at
the
discretion
of the Chairman. All members and ACME shall be given reasonable notice of any
meeting
(as
described in Article VII below).
Section 2. Quorum. Fifty-one percent (51%) of the eligible votes shall constitute a
quorum
at a meeting of the members or Directors. Once a member or Director or the ACME
Representative is represented for any purpose at a meeting, he is deemed present
for
quorum
purposes for the remainder of the meeting. The ACME Representative must have
received
prior notice of the meeting and must be present for a quorum of the members or
the
Board
of
Directors to exist. ACME will ensure that the ACME Representative will not
unreasonably
withhold his or her participation in meetings of the members or Directors.
Section 3. Voting. Except as provided in Article II, Sections 3 and 4, Article X,
Section 5, and this Section, and unless the Articles of Incorporation or the Act
requires
a
greater
number
of
affirmative votes, the affirmative vote of a majority of the voting power of the
members
or
Directors who are present at a meeting where a quorum is present shall be required
and
shall
be sufficient for the adoption of any action by the members or Directors.
Section 4. Proxies. A member may vote by proxy signed and dated, revocable. A
proxy
is
valid for no more than one (1) month from the date of issuance.

Section 5. Action Without Meeting. Action required or permitted by the Act to

be
taken
at
a meeting of members or Directors may be taken without a meeting only after the
ACME
Representative has reviewed and approved such action prior to its effectuation. If a
majority
of
the voting power of the members or Directors entitled to vote on the action consent
in
writing
to
taking such action without a meeting, the affirmative vote of the number of votes of
members
or
Directors that would be necessary to authorize or take such action at a meeting with
the
full
membership or Board present is the act of the members or Directors. The action
must
be
evidenced by one or more written consents describing the action taken.
Section 6. Decisions Detrimental to System. If ACME determines in its sole
discretion
that an action taken by the members or Directors is or will be detrimental to the
interests
of
the
ACME System, then ACME shall have the right to void such action or require that the
Cooperative take such other remedial action as ACME determines necessary to
correct
such
action.
ARTICLE VI
INDEMNIFICATION
Section 1. Indemnification and Advancement of Expenses. The Co-op shall
indemnify
every person who is or was a party or is or was threatened to be made a party to
any
action,
suit or proceeding, whether civil, criminal, administrative or investigative, by reason
of
the
fact
that he is or was a director, officer, employee or agent of the Co-op, or is or was
serving
at
the
request of the Co-op as a director, officer, employee, agent or trustee of another
Co-op
or
of
a
partnership, joint venture, trust, employee benefit plan or other enterprise,
including
service
on
a
committee formed for any purpose (and, in each case, his heirs, executors and
administrators),
against all expense, liability and loss (including counsel fees, judgments, fines,
ERISA
excise
taxes, penalties, and amounts paid in settlement) actually and reasonably incurred

or
suffered
by him in connection with such action, suit or proceeding, to the fullest extent
permitted
by
applicable law, as in effect and as amended. Such indemnification may include
advances
of
his
expenses in advance of final disposition of such action, suit or proceeding, subject
to
the
provision of any applicable statute.

Section 2. Non-Exclusivity of Rights. The indemnification and advancement of

expenses
provisions of Section 1 of this Article shall not be exclusive of any other right which
any
person
(and his heirs, executors and administrators) may have or later acquire under any
statute,
provision of the Articles of Incorporation, provision of these By-Laws, resolution
adopted
by
the
members, resolution adopted by the Board of Directors, agreement, or insurance,
purchased
by
the Co-op or otherwise, both as to action in his official capacity and as to action in
another
capacity. The Co-op is authorized to provide for indemnification and advancement of
expenses
through its Articles of Incorporation, By-Laws, resolution of members, resolution of
the
Board
of
Directors and agreement.
Section 3. Insurance. The Co-op may maintain insurance, at its expense, to
protect
itself
and any individual who is or was a director, officer, employee or agent of the Co-op,
or
who,
while a director, officer, employee or agent of the Co-op, is or was serving at the
request
of
the
Co-op's Board of Directors or its President as a director, officer, partner, trustee,
employee
or
agent of another Co-op, partnership, joint venture, trust, employee benefit plan or
other
enterprise against any expense, liability or loss whether or not the Co-op would
have
the
power
to indemnify such person against such expense, liability or loss under this Article or
the Act.

ARTICLE VII
NOTICE
Unless otherwise provided for in these By-Laws or the Act, any notice required shall
be
in
writing except that oral notice is effective if it is reasonable under the circumstances
and
not
prohibited by the Articles of Incorporation or these By-Laws. Notice may be
communicated
in
person, by telephone, telegraph, teletype or other form of wire or wireless
communication;
or
by
mail or private carrier. A waiver of notice, 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.
Written notice to members, if in a comprehensible form, is effective when mailed, if
mailed
postpaid and correctly addressed to the member's address shown in the Co-op's
current
record
of members. Except as provided above, written notice, if in a comprehensible form,
is
effective
at the earliest of the following: (a) when received; (b) five (5) days after its deposit
in
the
United
States mail, if mailed correctly addressed and with first class postage affixed
thereon;
(c)
on
the
date shown on the return receipt, if sent by registered or certified mail, return
receipt
requested,
and the receipt is signed by or on behalf of the addressee; or (d) twenty (20) days
after
its
deposit in the United States mail, as evidenced by the postmark if mailed correctly
addressed,
and with other than first class, registered or certified postage affixed. Oral notice is
effective
when communicated if communicated in a comprehensible manner.
ARTICLE VIII
EXEMPT ACTIVITIES
Notwithstanding any other provision of these By-Laws, no director, officer, employee
or
representative of this Co-op shall take any action or carry on any activity by or on

behalf
of
the
Co-op not permitted to be taken or carried on by an organization that qualifies as a
cooperative
under Section 1381 et seq. of the Internal Revenue Code of 1986 and the Treasury
Regulations
promulgated thereunder as they now exist or as they may be amended, or under
applicable
state law relating to non-profit corporations.
ARTICLE IX
BOOKS, RECORDS, AND FISCAL YEAR
Section 1. Books and Records. The Co-op shall keep correct and complete books
and
records of account and shall also keep minutes of the proceedings of its members
and
shall
keep, at the registered office or principal office, a record giving the names and
addresses
of
the
members entitled to vote. All books and records of the Co-op may be inspected by
any
member, its agents, or attorney for any proper purpose at any reasonable time. Any
member
conducting such an examination shall promptly report the results in writing to each
of
the
members of the Co-op.
Section 2. Fiscal Year. The Fiscal year of the Co-op shall begin on the first day of
January
of each year and end the following December 31st.

Section 3. Quarterly and Year-End Statements. Immediately following the

close
of
each
fiscal year the members may authorize an audit of the Co-ops books and records to
be
made
by a member or an outside auditor chosen by the members. Such reports of audits
are
to
be
presented to the President as soon as possible, who will, in turn, present it to the
members
of
the Co-op at the next regular meeting, or at a special meeting if deemed necessary
by
the
President. The Secretary/Treasurer shall prepare a quarterly and year-end financial
statement
to be filed with ACME. The Secretary/Treasurer shall also prepare all necessary tax

returns,
which should, upon member vote, be reviewed by an outside accountant to ensure
no
unexpected liabilities will result from state or federal law changes.
ARTICLE X
GENERAL
Section 1. Television Coverage. Television coverage information shall be
determined
by
the A.C. Nielsen Company Designated Market Area identified in Article II, Section 1,
or
an
alternative method for establishing viewership as designated by ACME.
Section 2. Conduct of Meetings. Subject to these By-Laws, member and Board
meetings
shall, as necessary, be governed by the agreement of the members present.
Section 3. Term of Existence and Dissolution. Once organized, the Co-op shall
have
perpetual existence unless or until it is dissolved by ACME, which power ACME may
exercise
in
its sole and absolute discretion. No contributions to the Co-op or income shall revert
to
the
members prior to the termination of the Co-op.
Section 4. Effective Date. These By-Laws shall become effective upon the
execution
of
a
ACME Advertising Cooperative Subscription Agreement adopting them by a majority
of
the
owners of Shops in the DMA.
Section 5. Amendment. The Articles of Incorporation and these By-Laws may not
be
amended without the affirmative vote of ACME or the ACME Representative. The
Articles
of
Incorporation and these By-Laws may not be amended to increase the maximum
amount
of
Additional Contributions as set forth in Article III, Section 3 without the affirmative
vote
of
ACME
or the ACME Representative and the affirmative vote of a majority of the members
of
the
Co-op
that are not directly or indirectly controlled by ACME.

Section 6. Conflicts. Except as otherwise provided in these By-Laws, in the event

of
conflict between the Co-op By-Laws and the ACME Advertising Cooperative
Subscription
Agreement, the By-Laws shall control. Nothing contained in these By-Laws shall be
deemed
to
be in contravention of applicable franchise or license agreements.

TEXT MESSAGE GUIDELINES FOR PERSONNEL

1. Don't text anyone about company business unless you have their prior consent.
2. If the text is purely for non-marketing purposes such as an appoint reminder,
cancellation, or schedule change it is enough if the client voluntarily gave his/her
mobile
number for company business. The burden is on us to prove that this happened. So,
unless the person has signed up on one of our sheets, or you have other written
proof,
please do not text anyone on company business.

3. If a text message includes any content at all that offers or promotes any goods,
services,
membership benefits, or other offers, do not send it unless the recipient is on an
authorized
list and has given his/her prior express written consent. A message with both
marketing
and non-marketing content is deemed marketing. When in doubt, check with a
manager.
4. When texting about non-marketing matters, such as appointment reminders,
cancellations,
schedule changes, or the like, be sure not to include any marketing messages. Keep
the
message simple and to the point about the scheduling or other non-marketing topic.
5. Always include our standard opt-out wording: "If you don't wish to receive further
text
messages from us, text STOP to xxxxx."
6. Only send texts to people whom you first verify are on the list of members who
have
given
their consent. Don't text to anyone who has opted out.
7. If you are not sure whether someone has agreed to receive text messages, wait
until
you
see them again in person to get them to sign up. Or consider sending an email first
to
ask
for a mobile number and for permission to send membership related information via
text
(but not marketing messages).
8. If you send the text message by hand-entering the phone number on an ordinary
telephone, the above restrictions typically wont apply. But don't risk it. It's not
worth
the
potential headaches for the company. Verify consent before sending text messages
even
when you are dialing/entering the number by hand.
9. Even where consent has been obtained, try to limit texts to a reasonable quantity.
As
a
general guidelines, consider a limit of a maximum of one per week or per month (or
some

other low number), unless necessary for important notification such as cancellation
or
rescheduling of an appointment.

CHARITABLE SALES PROMOTION

[Date]
[Name]
[Title]
[Charity
[Address]
[City/State/Zip Code]
Re: Commercial Co-Venture Promotion
Dear _____________:
This letter will confirm the details of the agreement between ___________________
(Sponsor) and ___________________ (Charity) regarding the particular promotional
program described below, to be conducted by Sponsor to benefit Charity (the
Promotion).
1. The Promotion will be conducted nationwide in the United States [correct?] from
approximately [date] through [date] (the Promotion Period).
2. Sponsor will donate [designate donation] to Charity for each unit of the [item

specify size, flavor, etc.; be precise to avoid misunderstanding] shown in

Exhibit
A
to
this
letter (the Products) sold during the Promotion Period.
3. All public materials that mention the Promotion will accurately describe the terms
of the offer and Charitys mission, will include contact information for Charity, and
must
be
approved in advance by Charity whose approval will not be unreasonably withheld
or
delayed.
Either party may terminate this agreement, and any permission to use the other
partys
name
or
marks, upon written notice to the other party if such other party, or anyone acting
on
such
other
partys behalf, engages in any conduct which is criminal or would tend to damage
the
reputation
of the terminating party.
4. [Sponsor will provide Charity with an initial donation payment from the
Promotion on or about ninety days after the Promotion starts, and every
90
days

thereafter during the Promotion Period]. The final donation payment will be
made
within
ninety (90) days after the end of the Promotion Period. Each payment will be
accompanied
by
an accounting of the available results of the Promotion to date, including but not
limited
to
income from sale of the Products and a per-unit calculation of the amount of the
donation.
The
final donation payment will include a final accounting for the entire Promotion,
certified
by
an
officer of Sponsor to be accurate. Charity shall have the right to review or audit the
books and records of Sponsor relating to the Promotion to verify the accuracy of any
payment(s).
Any
such
review or audit shall be conducted during regular business hours, upon reasonable
prior
notice,
at
the place where the relevant records are regularly kept, at Charitys expense;
provided
that
if
the
review or audit reveals an underpayment of more than 5%, Sponsor shall pay the
reasonable
costs
of the review/audit in addition to the shortfall.
5. Charity and Sponsor understand that it is not possible to predict how many units
of the Products will be sold during the Promotion Period, but, barring unusual
circumstances,
the anticipated number is at least _________ units.
6. The Promotion will be subject to all applicable laws, including but not limited to
-----------------QATAR
LAWS--------------and
any rules adopted pursuant thereto. Each party shall be responsible for complying,
at
its
own
expense, with all requirements imposed by law or regulation on it individually as a
result
of
its
role in the Promotion, including but not limited to any obligation to register, post
bonds,
or
take
other actions under state law as a charity or a commercial co-venturer. Charitys
Registration
number in [QATAR ] is __________.
7. This agreement is cancelable by Charity in the State of New York for fifteen (15)
days after execution by both parties by sending written notice of cancellation to
Sponsor
at
its
address listed above with a duplicate notice to: State of New York, Office of the
Attorney
General,
Charities
Bureau,
120
Broadway,
New
York,
NY
10271.
8. Each party will indemnify, defend and hold harmless the other party against any

third-party claims and all resulting liabilities, losses and costs (including reasonable
attorneys'
fees) arising out of: (a) any negligence, willful misconduct or breach of this
Agreement
by
the
indemnifying party, and (b) the sale, use or advertising of any products or services
of
the
indemnifying party. Each party will give the other prompt notice of any such claim.
The
indemnifying party shall have the right to control the defense of the claim. The
indemnified
party
may
participate
in
the
defense
at
its
own
expense.
If the above terms are acceptable, please have two officers of Charity sign both
copies
of this letter where indicated below, and return one completed original to me.
Very truly yours,

Name/Title
ACCEPTED AND AGREED BY
[ Name of Charity ]