The name of the Association shall be Distributor Alliance Council (DAC), A Total Solutions Forum for Nortel Distributors of the Americas.

The mission of the DAC is to closely affiliate Nortel and its distributor partners to introduce, enhance and support Nortel Enterprise products, processes and services. The DAC will work with Nortel to develop innovative solutions to their mutual benefit and ultimately, the benefit of our end user customers.

Section 1 Membership Criteria

• DAC members must be employees of authorized Nortel distributors as defined by Nortel.
• Relevant Distributor Job Function
• Technical Suppor
• Product Marketing, Product Management
• Supply Management, Purchasing, Logistics, etc.
• Sales Engineering, Customer Solutions Engineering, Applications Engineering
• Professional Services

• Relevant Distributor Personnel
• Subject Matter Experts
• Decision Makers
• Technicians
• Managers

Third Party Suppliers

• Membership in the DAC shall NOT be open to third party suppliers.
• Third Party Suppliers will be invited to attend DAC conferences or conference calls at the discretion of the ESC and Nortel. If they are invited to join a conference call, the chair will announce their participation at the beginning of the call.

Section 2 Individual Membership and Voting Privileges

• Distributor members in good standing are entitled to vote at the yearly meeting for vacant positions within the organization. Members must attend the conference to be eligible for a vote. (See elections section)

Section 3 Membership Requirements

• Distributor DAC members are required to attend a minimum of 1 conference or attend a minimum of 6 DAC conference calls per calendar year.

• Each member must adhere to the Nortel non-disclosure document, signed by their company, to protect intellectual properties. As well members must adhere to their company’s code of conduct policy.

Section 4 Termination of Membership

• If a DAC member does not meet their yearly membership requirements, they will loose all individual DAC privileges including removal from the DAC distribution lists and removal of their access to the Nortel DAC Community website.
• If an individual DAC member’s sponsoring company is no longer a Nortel Distributor in good standing as defined in section 1 then any and all employees of said company will lose their individual DAC membership regardless of membership requirements as defined in section 3.
• If a DAC member violates the Code of Business Conduct Policy and/or Code of Ethics Policy set by the member’s company, they will loose all individual DAC privileges including removal from the DAC distribution lists and the Nortel DAC Community website access.
• If a DAC member violates the requirements outlined in the non-disclosure agreement, signed by their company, they will loose all individual DAC privileges including removal from the DAC distribution lists and the Nortel DAC Community website access.

Section 5 Guests

• Non-DAC member companies and individuals, or “guests”, are invited to attend a DAC conference, calls or other events to address specific business needs. With respect to Guests the following applies:
• Guests who are in no way affiliated with Nortel must be approved by the Nortel Executive Sponsor to ensure that the proposed Third Party is not a competitor of Nortel, nor a potential source of conflict (e.g. Third Party non grata)
• Invitation of a Nortel affiliated Third Party is the responsibility of the pertinent Nortel Task Force prime in consultation with the DAC Task Force chair, or the Nortel Executive sponsor in consultation with the DAC Executive Steering Committee (ESC).
• In addition, all Guests or non-DAC Members must be approved by the ESC.

Section 1 - The Executive Steering Committee is a board of directors that act in the best interest of Nortel and all Distributor Alliance Council Member companies. Distributor ESC positions are elected positions. Nortel Executive positions are appointed by Nortel. During their term they are responsible for executing the day-to-day business of the DAC. Executive positions are as follows. 

• DISTRIBUTOR POSITIONS:
• PRESIDENT
• VICE PRESIDENT
• TREASURER
• MEMBERSHIP CHAIR
• PROMOTIONS CHAIR
• COMMUNICATIONS CHAIR
• COMMITTEE CHAIRS #1 #2 #3 (as required Minimum 3).
• NORTEL POSITIONS:
• SENIOR EXECUTIVE SPONSOR
• EXECUTIVE SPONSOR #1
• EXECUTIVE SPONSOR #2
• NORTEL / DAC LIASON

(All ESC members will have one vote with the President voting to decide a tied vote.)

Section 2 – Executive Steering Committee Distributor Members – Election & Term of Office

• A distributor Executive Steering Committee member shall serve for a term of two (2) years.
• Elections will be held yearly at the Fall DAC Conference, provided there has been a 3-week prior notification to the general membership.
• Positions for election will be staggered on alternate years so as to maintain continuity within the ESC.  The order will be as follows Year 1:
•  President
• Membership Chair
• Promotions Chair
• Committee Chair – Knowledge & Logistics

The order will be as follows Year 2:

• Vice President
• Treasurer
• Communications Chair
• Committee Chair – Products & Applications
• Committee Chair – Design & Services
• Election to an Executive position shall be by simple majority of the DISTRIBUTOR members, present at the conference.
• Newly elected Executive members shall join ESC activities immediately and assume their office in January of the following year.
• No more than two (2) Members from any one-member company may serve on the Executive Steering Committee at the same time.
• No member may hold more than (1) ESC position during the same term of office.

Section 3 - Executive Steering Committee Vacancies

• Any vacancy on the ESC occurring between elections will be filled by appointment of the Executive Steering Committee by a simple majority of the committee. Such appointees will serve until the next election.
• Any vacancy occurring as a result of a member’s election to a different position on the ESC shall be filled at the election, which will be for the remainder of that position’s term.
• If for any Reason the President is unable to fulfill their complete term of office the Vice-President shall assume, until the next election, all duties of the president.

Section 4 –Candidates for Executive Steering Committee Positions

• Elections are open to any member in good standing.

• Any member wishing to stand for a position, but unable to attend the Fall Conference, must submit their intention in writing along with the name of the member in good standing from a different distributor, who seconds their nomination. Their nomination must be sent to the DAC Manager Customer Support at least 7 days prior to the conference.
• Nominations will be accepted at the general meeting, from the floor, seconded by a member in good standing from a different distributor.
• Any candidate must have written approval of commitment from their company management.
• Any incumbent ESC member wishing to allow their name to stand for re-election may do so at the time of the election, seconded by a member in good standing from a different distributor.
• It is mandatory that any candidate for ESC President must have at least one year of experience as an ESC member.
• Any candidate for an ESC position must have held a leadership position within the DAC at some time. (task force chair or deputy chair)

Section 5 - Removal of Officers

• Any member of the Executive Steering Committee may be removed from office by the Executive Steering Committee by a two-thirds majority, for breaches of responsibility, non-participation, or other causes deemed significant by the Executive Steering Committee. Such causes would be documented and provided in writing to the individual involved under dismissal.
• The Executive Steering Committee can appoint a replacement to fulfill the duties and responsibilities of the individual removed from office until the next the general election

Section 6 – Duties of the Executive Steering Committee

• The President shall
• Preside over all ESC conference call meetings, or designate an alternate member of the ESC,
• Preside over all DAC conferences.
• Establish temporary task forces as deemed necessary.
• Authorize official oral or written DAC communiqués.
• Prepare an annual report reviewing the results achieved against stated objectives, and propose goals and objectives for the following year, to be presented at the annual general election meeting.
• Act as ex-officio of all committees.
• Prime liaison between Nortel executive sponsor and DAC.
• Joint Strategic Council member.

• The Vice-President shall:
• In absence of President, assumes all Presidential roles.
• Assist the President in the performance of the DAC goals and objectives, maintaining corporate records (including the Association’s by-laws),
• Establish temporary task forces as deemed necessary.
• Coordinate the hotels for semi-annual conferences

• The Treasurer shall:
• Collect conference fees and any other funds due the DAC.
• Disburse all funds on behalf of the DAC, with the required second signature of an authorized signing officer.
• Maintain current financial records.
• Deliver an oral report at Executive Steering Committee and general meetings at the direction of the ESC President, and a written Bi-Annual Financial Statement, prepared in accordance with generally accepted accounting principles, to be made available, prepare statement for accountant for examination by any member upon written request.
• Maintain a bank account in the name of the DAC.

• Membership Chair shall:
• Assist with maintenance of the DAC membership list.
• Develop and implement strategies to increase membership.
• Drive membership representation from all member distributors within four categories: engineering, marketing, small & medium business and large systems.

• Promotions Chair shall:
• Develop and implement strategies to promote the DAC
• Arrange participation of the DAC at the Nortel Users Group conference (Global Connect).

• Communications Chair shall:
• Develop and produce the DAC newsletter (DAC Flash).
• Assist other ESC members to capture and make available pertinent information for the association.
• Develop conference advertisements.

• Committee Chairs shall:
• Oversee the task forces that are part of their committee. This includes ensuring that there is effective leadership (task force Chair, deputy and Nortel prime) for the task force, provide mentoring and leadership to the task force Chair, deputy and Nortel prime, providing a link to the ESC for the task force, promoting their task forces accomplishments.
• Attend and actively participate in all ESC meetings.
• Attend and actively participate in the planning, organization and implementation of all DAC conferences.
• Attend all conferences and participate in all DAC conferences.

• Nortel Executive Sponsors shall:
• Represent Nortel at all ESC meetings.
• Represent Nortel at semi-annual conferences.
• Ensure that DAC escalations are properly dealt within Nortel by monitoring the assignment of the escalated issue to the appropriate line of business.

• The Nortel DAC Manager of Customer Support shall:
• Attend all ESC calls & take meeting minutes
• Attend semi-annual conferences
• Maintain a current roster of all members
• Coordinate communication to members through email
• Coordinate monthly conference calls
• Coordinate conference registrations
• Help coordinate conferences
• Coordinate and maintain DAC Community website on Nortel server
• Provide single point of contact for DAC members
• Maintain and distributor DAC phone and email list

• The Nortel Product Coordinator shall:
• Attend all ESC calls
• Determine which products to be presented at semi-annual conferences at request of ESC
• Obtain presenters for semi-annual conferences
• Prepare semi-annual conference agenda
• Overall accountability for demo room
• Coordinate presenters and presentations at bi yearly conferences
• Attend semi-annual conferences

Section 7 – Duties of Executive Steering Committee

• The Executive Steering Committee shall be comprised of no less than six (6) distributor members and (3) Nortel members.
• All Executive Steering Committee members shall assist in the performance of the DAC goals and objectives.

• Committee Chairs oversee Task Forces in their area.
• Committees to be added and deleted as deemed necessary by Executive Steering Committee to distribute work load.

• TASK FORCES
• Task Forces are formed to work on specific issues
• Each Task Force shall be approved by the ESC
• Each Task Force shall have:
• Distributor Chair
• Distributor Deputy
• Nortel Prime
• Task Forces shall be put in monitor state or closed when the issues have been resolved to task forces’ satisfaction.

Section 1 Meetings

• Executive Steering Committee conference call meetings shall be called no less than once a month.
• A minimum of 2 Planning Sessions shall be held each year before each semi-annual conference.
• Election of the Executive Steering Committee members shall take place at the 2nd general meeting of the fiscal year subject to quorum requirements.
• Special meetings may be called by the Executive, or requested by the membership, and may be held at any time.
• Task Force conference calls shall be scheduled on a monthly basis or as needed.

Section 1 Voting

• A quorum of four (4) distributor members, with a minimum of two (2) Nortel members must be present in order to hold any votes at Executive Steering Committee meetings. Simple majority shall decide Executive Steering Committee votes. The president can determine the outcome of a tie vote.
• A quorum of hundred (100) distributor members must be present at a general meeting in order to hold any vote. Simple majority, with the exception of by-law changes, which shall be decided by two-thirds majority, in accordance with Article VII, shall decide votes.
• Each member of the Executive Steering Committee shall be entitled to one (1) vote at Executive Steering Committee meetings.
• Voting privileges at general meetings are limited to one vote per member.
• Any vote at any committee level or general meeting must be proposed by an individual member and seconded by another member who must represent different companies.

• DAC by-laws may be amended from time to time in order to better serve the Membership. Proposals for bylaw changes may be made, in writing to any member of the Executive Steering Committee. The Committee will consider proposed amendments, and hold a vote at the next Executive Steering Committee meeting. If carried, the proposal will be presented at the next general meeting for a final vote. By-law amendments approved by the general meeting are effective immediately.

• The DAC President or the President’s designate shall be the only recognized spokesperson for the DAC. Members shall not in any dealings on behalf of themselves or their company, quote the DAC in any way, nor shall they in any way use the DAC as a means of supporting individual requests or agreements.

• The Distributor Alliance Council of the Americas will attend and participate in the European Distributor Alliance Council activities and conferences as deemed necessary by the Executive Steering Committee majority and approved by the Treasurer for necessary funding. Additionally, where funding is available and approved by majority ESC vote Nortel Users Group activities such as Global Connect will be attended.

• JSC (Joint Strategic Council) activities between DAC/Nortel Users Group/Nortel will be funded and approved by a majority vote and attended as deemed necessary.

• Additionally, any further activity, which would benefit the DAC, can be funded providing funds are available and the majority vote of the Executive Steering Committee, has been approved.

• The DAC may be dissolved at any general meeting, by a two-thirds majority vote provided notice is communicated to each voting member at least three (3) weeks in advance of such meeting.
• The DAC may be dissolved through an electronic voting process where at least two-thirds of the voting members participate and by a two-thirds majority vote provided notice is communicated to each voting member at least three (3) weeks in advance of such a vote.
• In the event of dissolution of the DAC, after full payment or liquidation of all debts and obligations any residual funds, if any, will be donated to a minimum of two non-profit charities. Any member in good standing can nominate these non-profit charities. The non-profit charities to receive any DAC funds and in what proportion will be determined by a majority vote of the ESC.

• The DAC will indemnify and hold harmless its officers and members upon the determination by the Executive Steering Committee that the person acted in good faith and with a reasonable belief as to what was in the best interests of the Association.