AMERICAN ADVERTISING FEDERATION BYLAWS* INDEX ARTICLE I—NAME ...... 2 ARTICLE II—PURPOSE ...... 2 ARTICLE III—MEMBERSHIP ...... 2 ARTICLE IV—DUES ...... 3 ARTICLE V—BOARD OF DIRECTORS ...... 3 ARTICLE VI—REGIONAL AND DISTRICT ORGANIZATIONS ...... 5 ARTICLE VII—OFFICERS ...... 6 ARTICLE VIII—DUTIES OF OFFICERS ...... 6 ARTICLE IX— NOMINATIONS AND ELECTIONS ...... 8 ARTICLE X—COUNCIL OF GOVERNORS ...... 9 ARTICLE XI—AD 2 DIVISION ...... 9 ARTICLE XII—ACADEMIC DIVISION ...... 10 ARTICLE XIII—THE ADVISORY COUNCIL ...... 10 ARTICLE XIV—OFFICERS AND STAFF ...... 10 ARTICLE XV—MEETINGS ...... 11 ARTICLE XVI—QUORUM ...... 11 ARTICLE XVII—CONDUCT OF MEETINGS ...... 11 ARTICLE XVIII—AMENDMENTS ...... 11

*As amended at the Annual Business Meeting during the AAF National Conference June 11, 2010, Orlando, FL.

ARTICLE I—NAME To promote a better F. Duly organized understanding of the entities located outside The name of the functions and value of the boundaries of the organization is the advertising among the . AMERICAN ADVERTISING public, in academia and in FEDERATION INC. the halls of government. 2. The Board of Directors (hereinafter called of the FEDERATION FEDERATION). To promote and encourage shall judge the fellowship, understanding qualifications for ARTICLE II—PURPOSE and cooperation among the membership and shall various disciplines of the elect all new members The FEDERATION’S advertising profession. by majority vote. In so purpose is to provide doing, the Board may national leadership on ARTICLE III— establish from time to issues involving and MEMBERSHIP time such conditions of affecting advertising, and, membership as it through the efforts of its 1. The following shall be deems appropriate to national membership: eligible for carry out the purposes membership in the of the FEDERATION. To strive for the betterment FEDERATION: of advertising and its 3. Regular and Ad 2 clubs service to the public by A. Duly organized or federations and AAF encouraging, recognizing advertising clubs or student chapters shall and rewarding excellence in federations, regardless be chartered by the all fields of advertising, of official name, so long FEDERATION upon including public service as a primary purpose affirmative action by advertising. relates to the the Board of Directors. advancement of the Standards for To cooperate with advertising profession. qualification for a government officials at the charter shall be set by federal, state and local B. Companies which the Board of Directors. levels, and to represent the buy, sell, use or provide industry’s positions before advertising services. 4. Each application from legislative and an advertising club or C. Duly organized Ad 2 administrative bodies. federation for a charter clubs or federations, shall be referred to the To enhance the knowledge regardless of official President for and skills of advertising name, so long as a investigation, practitioners, support and primary purpose consideration and promote advertising relates to the recommendation to the education and encourage advancement of the Board of Directors. talented young people to advertising profession. enter the advertising 5. Applications for D. Duly organized profession. membership from national or regional companies and national To promote and encourage associations or regional associations the maintenance of high representing special shall be referred to the ethical industry standards, areas of interest in President for including support and advertising. investigation, expansion of self-regulatory consideration and programs designed to E. Duly organized recommendation to the ensure that advertising is student advertising Board of Directors. truthful and accurate. chapters on college or university campuses.

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6. Applications for AAF student chapters) committees and membership from holding charters from councils which may student advertising the Federation shall be have an effect on the chapters shall be billed and collected on operation of the referred to the an annual or semi- FEDERATION and the Academic Division for annual basis. national policies investigation, established by the consideration and 4. Dues of all other classes Board of Directors shall recommendation to the of members shall be be subject to review Board of Directors. billed and collected on and approval by the an annual basis. Board of Directors, 7. Except as otherwise upon its own initiative provided in Article IV, 5. The Board of Directors or in response to the any membership may may revoke the charter request of a member or be discontinued for of or suspend from a regional or district cause by two-thirds membership, any officer. In reaching its vote of the annually advertising decision on such elected members of the club/federation or AAF matters, the Board shall Board of Directors, Student Chapter which afford all interested provided that the fails to remit dues in parties notice and an member concerned has accordance with the opportunity to present been given full and rates established. their views. The timely notice of the decision of the Board in 6. The Board of Directors charges or allegations such matters shall be may suspend from against it and a full final and binding. opportunity to present membership any other its case to the Board. class of member which 2. The Board of Directors fails to remit dues in shall consist of all past ARTICLE IV—DUES accordance with the National Chairs and the rates established. following members to 1. The annual dues for be elected annually, as 7. A suspended or each class of provided under Article discontinued member membership except IX: All National Officers that has paid District dues shall be at (Article VII, Section l); delinquent dues shall the rate recommended Vice Chair and be reinstated to full by the Finance Secretary-Treasurer, membership status Committee and Council of Governors; upon a majority vote of approved by the Board Thirty-two (32) the Board of Directors. of Directors. Directors-At-Large; Five (5) 2. Districts may not levy ARTICLE V—BOARD OF Club/Federation dues on clubs/ DIRECTORS Representatives; federations within such Immediate Past Chair districts in excess of 1. The Board of Directors of the Council of 42% of the amount of shall exercise the Governors, an Eastern dues paid by such administrative and Corporate Vice Chair, a clubs/federations to fiscal powers of the Western Corporate the national FEDERATION, pursuant Vice Chair, and a FEDERATION. to the laws of the State of New York. All Central Corporate Vice 3. Dues of advertising activities and policy Chair; the Chair and clubs or federations decisions of constituent Vice Chair of the Mosaic (including Ad 2 members, divisions, Council on clubs/federations and regions, districts, Multiculturalism; and

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the National ADDYS with Regional, Division Committee. The Committee Chairs. or District procedures. responsibility of the An office may be Finance Committee 3. Directors-At-Large considered to be vacant includes the shall be representative if the incumbent during recommendation of a of company members his/her term ceases to fiscal policy and dues of the FEDERATION. be representative of the structure for all classes They shall be elected as company, of members for follows: Seven (7) from club/federation or approval by the Board, the advertising agency other membership and such other duties category; Seven (7) classification held at as may from time to from advertiser the time of his/her time be assigned. companies; Seven (7) election or Except for authority to from media or appointment or the amend these Bylaws, advertiser service company or the change the provisions companies; and Eleven membership relating to (11) to be elected classification is no membership, fill without regard to longer a member in vacancies on the Board, category. The Chair good standing. or establish annual shall designate one (l) dues, the Executive of the Thirty-two (32) 5. The Executive Committee shall Directors-At-Large to Committee shall be possess and may serve as Corporate composed of twenty exercise the powers of Chairs to represent the (20) of the Board of the Board in the interests of company Directors as follows: management of this members on the The Chair of the Board; FEDERATION in all Executive Committee. the Vice Chair; the cases in which specific Club/Federation Treasurer; the directions shall not Representatives shall Assistant Treasurer; have been given by the be representatives of the Secretary; the Board or the general the five (5) AAF club Assistant Secretary; the membership. A size divisions, and the Corporate Chair; the majority of the Ad 2 division, as such Corporate Vice Chair Committee shall divisions are from time (East); the Corporate constitute a quorum. to time fixed by the Vice Chair (West); the Board of Directors. Corporate Vice Chair 6. There shall be at least (Central); the Mosaic two (2) regular 4. If a directorship Council Chair; the meetings of the Board becomes vacant, the Mosaic Council Vice each year. Special Chair of the Board Chair; the Immediate meetings of the Board and/or the Past Chair; the Council may be called by the President/CEO in of Governors Chair; the Chair, the President, or, consultation with one Academic Committee on written request, by another shall nominate Chair; the Eastern ten (l0) members of the and the Board may Region Chair; the Board. Notice of all elect a representative Central Region Chair; meetings of the Board of a member in good the Western Region shall be sent by mail, standing to serve for an Chair; ADDYS facsimile or e-mail. by unexpired term except Committee Chair and the Secretary- that vacancies among the President & CEO. Treasurer or other Regional Chairs, The Executive persons performing Divisional Chairs and Committee of the those duties at least ten District Governors shall FEDERATION shall also (l0) days before the be filled in accordance function as the Finance meeting. 4 | P a g e

7. A quorum of the Board be for two (2) years ARTICLE VI—REGIONAL shall be thirty-three commencing from the AND DISTRICT percent (33%) of the date of election; one ORGANIZATIONS annually elected half of these officers to Directors then in office. be elected each year. 1. For convenience and Less than a quorum No Director-At- Large efficiency of operation shall be sufficient to or club/federation and to encourage the adjourn. There shall be representative shall meeting together of no voting by proxy nor serve more than two members within can substitutes (2) consecutive terms reasonable geographic attending for Directors in the specific limits, the vote at any meeting membership category FEDERATION shall be except as otherwise without a waiver from divided into Regions provided under Article the Nominating and Districts as follows: XI. Except as otherwise Committee. provided in these A. REGIONS: There Bylaws, a majority of 9. At any time that shall be three (3) the votes cast at a dissolution of the Regions within the meeting at which a FEDERATION is FEDERATION as quorum is present shall authorized, pursuant to follows: The Eastern decide all questions. law, the Board of Region shall encompass Directors shall apply the states of Maine, 8. The term of office for and distribute its assets New Hampshire, all officers and elected as follows: , Directors, except , District Governors, A. All liabilities and , Rhode Club/Federation obligations of the Island, New York, New Representatives and FEDERATION shall be Jersey, Pennsylvania, Directors-At-Large, discharged, or , Delaware, shall be for one (1) year adequate provision , North commencing on July 1 made therefore; Carolina, Georgia, following the National , , Conference at which B. assets held on Alabama, Mississippi, they are elected, or at condition requiring that part of the date of return or other east of the Mississippi appointment or until disposition in case of River; the District of their successors are dissolution shall be so Columbia; the elected. The Chair of returned or disposed Caribbean area; and the the Board shall be of; and provinces of elected for a one-year Newfoundland, New C. all other assets shall term. The term of office Brunswick, Nova be distributed to such for each District Scotia, Quebec and other not-for-profit shall be for Ontario. The Central corporation or one (1) year Region shall encompass corporations as in the commencing from the the states of , West judgment of the Board date of elections or Virginia, Kentucky, of Directors will best until at the date a Indiana, , serve the purposes and successor is elected by , Wisconsin, objects for which this the District through the , , FEDERATION is end of the (1) year , , organized. term. The term of office North Dakota, South for Directors-At-Large, Dakota, , and Club/Federation , Kansas, Representatives, shall Texas, except El Paso, 5 | P a g e

that part of Louisiana ARTICLE VII—OFFICERS Vice Chair, Treasurer, west of the Mississippi Assistant Treasurer, River and the provinces The following shall Secretary, Assistant of Manitoba and comprise the national Secretary or Corporate Saskatchewan. The officers of the Chair, the Chair of the Western Region shall FEDERATION: Board in consultation encompass the states of with the President/CEO , , 1. National Officers: shall appoint a , Oregon, replacement to • Chair of the Board California, , complete the unexpired , Idaho, • Presidents Emeriti term of office. In the , Utah, case of a vacancy Colorado, , New • Vice Chair of the among other national Mexico, El Paso, Texas Board offices, the replacement and the provinces of shall be made in Alberta and British • Chair, Council of accordance with Columbia. Governors existing procedures.

B. DISTRICTS: Each • President/CEO ARTICLE VIII—DUTIES OF Region shall be divided OFFICERS into Districts, the • Corporate Chair number and 1. The Chair of the Board boundaries of which • Chair, Eastern shall be the chief officer shall be set by the Region of the FEDERATION Board of Directors in and shall preside at all consultation with the • Chair, Central Region meetings of the Board Council of Governors and Executive • Chair, Western and the affected Committee and Region clubs/federations. The perform all the duties commonly incident to membership of District • Chair, Academic the office. He shall be organizations consists Division of advertising an ex-officio member of clubs/federations and • Secretary all committees and the AAF Student shall appoint such Chapters, which • Chair, Ad 2 Division trustees as are required maintain active to administer special affiliation with the • Assistant Secretary funds. FEDERATION nationally. All member • Immediate Past 2. The National Vice Chair advertising Chair of the Board shall serve as assistant clubs/federations and to the Chair and in his AAF Student Chapters, • Treasurer absence will act in his located within the place. In the event of • Assistant Treasurer boundaries of a District the resignation, death or incapacity of the are, by reason of that • District Governors fact, members of that Chair, the National Vice Chair will succeed, but District and are 2. All officers shall be in the event of his obligated to support nominated and elected inability to do so, the District activities which as provided for in Board may designate are consistent with Article IX. national policies of the one of the Regional Board of Directors 3. In the event of a Company Chairs. pursuant to Article VI. vacancy in the positions of National 6 | P a g e

3. The President shall be supervision of the he reasonably believed the chief executive monies and funds of to be the scope of his officer of the the FEDERATION. He employment or FEDERATION and will shall report on the authority and for a act as general manager. financial condition of purpose which he He will be appointed by the FEDERATION at all reasonably believed to the Board of Directors Board meetings. The be in the best interests and will be responsible Treasurer may delegate of the FEDERATION. to them and shall such of his duties to a Payments authorized render such reports as qualified member of hereunder include they may require. He the President’s staff as amounts paid and may appoint special he deems appropriate. expenses incurred in and standing If the Treasurer is settling any such action committees to assist in absent or unable to act, or threatened action. the work of the his duties shall be The provisions of this FEDERATION and shall assumed by the paragraph shall apply be an ex-officio Assistant Treasurer. to the estate, executor, member of all administrator, heirs, committees. He shall be 6. The Presidents Emeriti legatees or devisees of responsible for the shall perform such a director, officer or employment and duties as the Board of employee and the term direction of the other Directors or President “person” where used FEDERATION may from time to time herein shall include the employees. He will assign. estate, executor, serve as principal administrator, heirs, liaison with members 7. The FEDERATION may, legatees or devisees of and will actively by resolution of the such person. promote all activities to Board of Directors, further the aims of the direct the Treasurer to 8. Regional Chairs shall be FEDERATION. He will pay expenses incurred responsible for also serve as the AAF by, or to satisfy a carrying out the aims representative on the judgment or fine and purposes of the Board of Directors of rendered or levied FEDERATION within the Advertising against, a present or the Regions. They shall Educational former director, officer, preside at all regional Foundation. or employee of the conventions and FEDERATION in an conferences held by 4. The Secretary or a action brought by a their respective designated third party against such Regions and shall representative shall person, whether or not perform such other keep accurate minutes the FEDERATION is duties as may be of all meetings of the joined as a party assigned them by the Board of Directors, the defendant, for an act National Chair of the Executive Committee alleged to have been Board of Directors. and all other official committed by such meetings of the person while a director, 9. Regional Vice Chairs FEDERATION. If the officer or employee, or shall serve as assistants Secretary is absent or by the FEDERATION, or to their respective unable to act, his duties by both, provided the Regional Chairs and shall be assumed by the Board of Directors shall succeed and serve Assistant Secretary. determines that such out the balance of the director, officer or terms of their Regional 5. The Treasurer shall employee was acting in Chairs if a vacancy have general good faith within what occurs. In the 7 | P a g e

temporary absence of a FEDERATION shall 4. Regional officers, Regional Chair, the serve as Chair of the including Regional Regional Vice Chair will committee. Chairs shall be elected act in his or her place by representatives of except having the right 2. The Nominating FEDERATION members to vote at National Committee shall make within the region in Board meetings. one nomination for accordance with Chair of the Board, procedures established 10. Regional Secretaries National Vice Chair, by each region and shall keep accurate Secretary, Treasurer, approved by the minutes of all meetings Assistant Secretary, National Board of of the Region. Assistant Treasurer, Directors. National ADDY Chairs, 11. District Governors shall and one nomination for 5. The Chair, National serve as liaison each vacancy among Vice Chair, Secretary, between the Directors-At-Large and Treasurer, Assistant clubs/federations, club/federation Secretary, Assistant student chapters and representatives at the Treasurer, Directors- the FEDERATION and opening session of the At-Large and actively promote all business meeting at the club/federation activities to further the National Conference. representatives and aims of the The Committee also any Presidents Emeriti FEDERATION. may nominate a shall be elected at the President Emeritus or first business meeting 12. Each District Lt. Presidents Emeriti. of the FEDERATION at Governor shall serve as Additional nominations the time and place of an assistant to the may be made from the the National District Governor and floor at this time. Conference as defined in his absence shall act in Article XVI. in his place including 3. The Nominating having the right to vote Committees to present 6. The Chair of the at National Board candidates for Regional Council of Governors meetings. offices in each Region shall be elected as shall consist of five (5) provided for in Article ARTICLE IX— representatives of X and shall be NOMINATIONS AND active members confirmed by the Board ELECTIONS appointed and chaired of Directors. by the Immediate Past 1. The nominating Regional Chair. The 7. The Chair of the Ad 2 committee of the Regional Nominating AAF Division shall be National Board of Committees shall make elected by the Ad 2 Directors shall consist one (1) nomination for Division as provided of the National Vice each position to be for in Article XI and Chair, the Chair of the filled and shall confirmed by the Board Council of Governors announce such of Directors. Nominating Committee, nominations at the the President/CEO, the opening session of the 8. The Chair of the immediate past Regional Business Academic Division shall National Chair and two Meetings at the be elected by the (2) past Chairs of the National Conference. Academic Division as FEDERATION with two Additional nominations provided for in Article regions represented. may be made from the XII and confirmed by The immediate past floor at this time. the Board of Directors. National Chair of the

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9. District officers shall be present may cast votes a member elected at an annual and there shall be no club/federation in good District conference of voting by proxy. standing. the clubs/federations in each District in 12. Company members 2. The Council of accordance with the shall be entitled to two Governors shall procedures established (2) voting delegates at operate under Rules within each District. all national and and Procedures as regional conventions. established and 10. A chartered advertising Company members approved by its club/federation and desiring to exercise members and ratified Student chapter shall their right to vote shall by the National Board be represented for file with the Secretary, of Directors. voting purposes by or designee, prior to duly-appointed the first business ARTICLE XI—AD 2 delegates at National session of the DIVISION and Regional meetings. convention, names of Each club/federation their accredited 1. Ad 2/AAF shall be and Student chapter delegates. However, no composed of all duly shall be entitled to one person may vote both chartered Ad 2 voting delegate at such as a company member clubs/federations. It is meetings. Those and as a desirable, but not clubs/federations and club/federation mandatory, that such Student chapters with delegate, and there clubs/federations be more than one hundred shall be no voting by sponsored by a (100) members each proxy. presently chartered, shall be entitled to one senior club/federation additional voting 13. Every voting delegate in the community. Ad delegate for each one must represent a 2/AAF shall also be hundred (100) member in good composed of Young members or major standing of the Professional Sections fraction thereof up to a FEDERATION. which have been maximum of five (5) established as part of voting delegates. Voting ARTICLE X—COUNCIL OF duly chartered senior at District meetings GOVERNORS clubs/federations prior shall be as designated to June 1, 1991 and are 1. The Council of by the individual approved as Ad 2 Governors shall be Districts. Division members by composed of all District the AAF Board of 11. Each club/ federation Governors, Lt. Directors. and Student chapter Governors and shall file with the immediate past Chairs 2. To qualify for a charter, Secretary or designee and Chair of the Ad2 an Ad 2 club/federation prior to the first Division and Chairs of must limit its business session of the Eastern, Central, and membership to persons convention the number Western Regions, plus thirty-two (32) years of of present members the Chair, Vice Chair age or under who are within the and Secretary- engaged in, or assisting, club/federation and Treasurer who shall be in the buying, selling or Student chapter and elected by the members producing of only those so listed of the Council from advertising or public shall be entitled to vote. among their present or relations, or similarly Only those accredited past members who are employed in a closely delegates actually currently affiliated with related field. 9 | P a g e

3. The Ad 2 procedures as between teachers and clubs/federations shall established and students in advertising at the time of the approved by its and advertising annual National members and ratified professionals. Conference, elect a by the AAF National National Ad 2 Chair Board of Directors. 6. AAF Student chapters who shall work in shall pay such dues to cooperation with the 2. To qualify for charter, the FEDERATION as AAF President and staff chapters must meet shall from time to time and Ad 2 such standards as may be determined by the clubs/federations to be set forth from time national Board. actively promote all to time by the activities to further the Academic Division and ARTICLE XIII—THE aims of the approved by the Board ADVISORY COUNCIL FEDERATION, and who of Directors. 1. All past Chairs of the shall represent and FEDERATION shall be serve the Ad 2 3. The Academic Division permanent members of clubs/federations at all shall elect its own The Chair’s Advisory meetings of the Board officers at the time of Council and directors of of Directors. the annual National Conference. The Chair the FEDERATION with 4. Ad 2 clubs/federations of the Academic full voting privileges. shall, at the time of the Division shall be 2. The Council shall be National Conference, elected from among the advisory to the Chair elect an Ad 2 Chair- academician members. and the Board on Designate. The Chair- matters of policy Designate shall serve as 4. The Chair of the referred to the Council assistant to the Chair Academic Division shall for review. and in the Chair’s serve on the national Board of Directors and absence will act in his 3. The immediate past place, except having the on the Executive Committee with full Chair of the Board shall right to vote at National serve as Chair of the Board meetings. voting rights on all policy matters. The Council. If unable to serve or a vacancy 5. The Ad 2 Division shall Chair shall be the chief occurs, the Chair of the operate under the officer of the Division Board shall designate policies and procedures responsible for another member of the as established and carrying out policies Council as Chair. approved by its established by the national Board and for members and ratified ARTICLE XIV—OFFICERS representing the by the AAF National AND STAFF Board of Directors. interests of the Academic Division at all 1. The principal office of ARTICLE XII—ACADEMIC meetings of the the FEDERATION shall DIVISION national Board and be as designated by the Executive Committee. Board of Directors. It 1. The Academic Division shall be the shall be composed of all 5. The Academic Division headquarters of the duly chartered AAF shall be responsible for President and shall be Student Chapters advancing the interests staffed with sufficient located on college and of students engaged in people to carry out the university campuses the study of advertising aims of the and shall operate under and promoting close FEDERATION as the rules and ties and liaison 10 | P a g e

approved by the Board ARTICLE XVI—QUORUM provided, however, that of Directors. any such amendment 1. At any National, shall first have been 2. Western Region Regional or District approved by the Board services will be business meeting of the of Directors. All determined by the FEDERATION, thirty- proposed amendments Board of Directors in three percent (33%) of of these Bylaws consultation with the the member approved by the Board officers and clubs/federations then shall be distributed to clubs/federations in in good standing and delegates at the time of the Western Region. represented in person registration and shall by one (1) or more be posted on a bulletin ARTICLE XV—MEETINGS delegates at the board which shall be meeting shall placed for convenient 1. The National constitute a quorum. inspection of the Conference shall be delegates to the held annually at such 2. All motions or conference, not later place and time as is resolutions to prevail at than nine o’clock p.m. determined by the any National, Regional of the day proceeding Board of Directors. At or District meeting the business session this conference the must receive a majority thereof. annual business of the votes cast in meeting for conduct of person, unless 2. Any proposed the affairs of the otherwise provided amendment to these FEDERATION shall be herein. Bylaws which would held. affect the regional ARTICLE XVII—CONDUCT structure of the 2. A regional conference OF MEETINGS organization, the may be held annually in method of nominating each region. The time 1. Robert’s Rules of Order or electing national and place of such shall govern all officers and Directors, conference shall be National, Regional and the provisions relating selected by the District meetings of the to the National members within the FEDERATION and of its Conference, the Region and approved Board of Directors, maintenance of offices, by the Board of divisions and or the method of Directors. The time of committees, except amending these Bylaws such conference shall where otherwise must be approved by a be set so that no two provided in these two-thirds vote of the regional conferences Bylaws. National Board of fall within the same Directors then in office, week. ARTICLE XVIII— AMENDMENTS and then approved by a 3. District conferences majority of the voting may be held within 1. Except as specified members present in each region at such below, these Bylaws person at a National time and place as may may be amended, Conference. be selected by the altered or repealed by clubs/federations majority vote of the within each district. members present in person at any National Conference of the organization at which a quorum is present,

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*Conforming Amendment: All references to “Chairman” or “Chairmen” shall be amended to “Chair” or “Chairs”.

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