AAF By Laws

American Advertising Federation East Central Indiana, Inc.

 
 

ARTICLE I

Purpose; Definitions

Section 1. The American Advertising Federation East Central Indiana, Inc., a nonprofit corporation organized under the Indiana Not for Profit Corporation Act, and has been established for the following purpose:
To connect members to other advertising industry professionals and resources; to encourage, support, and recognize members in their quest to create the very best in advertising; and to inspire young professionals to enter the advertising profession.

ARTICLE II

Members of the Corporation

Section 1. Membership. Membership in the corporation shall be at the discretion of the Board of Directors and shall include the following classes of membership:

  1. Student Affiliate (for student chapter American Advertising Federation Members).
  2. Individual.
  3. Corporate (three Members or more to a single billing address).
  4. Lifetime (may be elected upon recommendation of the Board of Directors by a quorum of the Members at any regular meeting of the club; lifetime Members shall be eligible to hold office and to vote, but will not be listed on the national American Advertising Federation roster.)

Section 2. Regular meetings. Regular meetings of the Corporation’s Members shall be held monthly at such suitable places convenient to the Members as may be designated by the Board of Directors and approved by a majority of the Members. No monthly meeting shall be held in June, July or August although scheduled events may be scheduled during that time.

Section 3. Annual meetings. The annual meeting of the Corporation’s Members shall be held in May of each year.

Section 4. Special meetings. It shall be the duty of the President to call a special meeting of the Members as directed by resolution of the Board of Directors, or upon a petition signed by a majority of the Members and having been presented to the Secretary. The notice of any special meeting shall state the time and place of such meeting and the purpose thereof. No business shall be transacted at a special meeting, except as stated in the notice, unless by consent of three-fourths (3/4) of the Members present.

Section 5. Notice of meetings. It shall be the duty of the Secretary to notify by mail, voicemail or e-mail each meeting, stating the agenda and price thereof, as well as the time and place where it is to be held, to each Member of record, at least seven (7) days prior to such meeting.

Section 6. Adjourned meetings. If at any meeting of the Members a quorum has not attended, the Members who are present may adjourn the meeting to a time not in excess of seven (7) days from the time the original meeting was called.

Section 7. Order of business. Robert’s Rules of Order, Revised, shall govern all meetings and the order of business at all meetings of the Members may be as follows:

  • (a) Proof of notice of meeting, or waiver of notice;
  • (b) Reading of minutes of preceding meeting;
  • (c) Reports of officers;
  • (d) Reports of committees;
  • (e) At the annual meeting, election of Directors;
  • (f) Unfinished business; and
  • (g) New business.

Section 8. Voting. Voting shall be on the basis of one vote for each Member.

Section 9. Majority of Members. As used in these By-Laws, the term “majority of Members” shall mean those Members holding fifty-one percent (51%) of the votes of members present.

Section 10. Quorum. Except as otherwise provided in these By-Laws, the presence, in person or by proxy, of one-quarter (1/4) of the persons entitled to vote shall constitute a quorum.

Section 11. Proxies. Votes may be cast by proxy. Proxies must be filed in writing with the Secretary at least five (5) days prior to the appointed time of each meeting.

Section 12. Member Benefits. If a Member is current on his dues then the Member may participate in all Corporation activities.

ARTICLE III

Board of Directors

Section 1. The Board of Directors shall consist of up to 12 persons elected by the members.

Section 2. Powers and duties. The Board of Directors shall pass upon the eligibility of applicants for membership, hear all grievances, authorize and audit all expenditures and approve all appointments to committees. The Board shall review and approve an annual budget within the first month after new officers are seated, including separate breakouts of ADDY expenditures.

Section 3. Election and term of office. The Board of Directors shall appoint, at least 30 days before the annual meeting, a Nominating Committee of at least three active Members, none of whom shall be Members of the Board. The Nominating Committee shall prepare a slate of up to four nominees for presentation to the Board at least four weeks prior to the annual meeting. All nominees must consent to their nomination. The slate of nominees will be communicated to the membership and electronic absentee ballots will be made available to those who cannot attend the annual meeting and vote in person. At the annual meeting, paid and lifetime Members shall vote by secret ballot to accept or reject the slate. If the slate is rejected then nominations may be made from the floor, at which point the slated Board Members and the nominations from the floor may make a brief presentation to the membership. At the conclusion of these presentations, the membership shall select the Board by secret ballot.

The slate of directors shall be elected by a majority of the Members. The Directors shall serve staggered terms of four years each.

Section 4. Vacancies. Vacancies in the Board of Directors caused by any reason, other than the removal of a Director by a vote of the Corporation, shall be filled by or appointment offered by the majority of the remaining Directors; provided that, in the event of a deadlock, then by a majority vote of the Members; each Director so elected, shall serve as a Director until the end of the term of the Director whom he replaces.

Section 5. Removal of Directors. A Director may be removed at any regular or special meeting of the Members duly called for that purpose and may be removed with or without cause, by a three-fourths (3/4) vote of all of the Members present at any such meeting; and a successor may then and there be elected to fill the vacancy thus created. Any Director whose removal has been proposed by any Members shall be given an opportunity to be heard in the meeting and shall be afforded the right to have the vote on his removal adjourned to a new date not less than seven (7), nor more than ten (10), days from the date of the meeting at which the removal is proposed. Any Board Member may be subject to termination, by the Board of Directors, due to chronic absenteeism from Board meetings. Chronic absenteeism shall be defined as non-attendance at three consecutive monthly meetings or 50% of meetings over a period of six months.

Section 6. Regular meetings. Regular meetings of the Board of Directors shall be held at such times and places as shall be determined, from time to time, by a majority of the Directors. Notice of the regular meetings of the Board of Directors shall be given by the Secretary to each Director personally, by mail, e-mail or by telephone, at least three (3) days prior to the day named for such meeting. Any Member may attend and participate in a meeting but only the Directors shall be entitled to cast a vote on all matters presented at such meeting.

Section 7. Special-meetings. Special meetings of the Board of Directors may be called by the President, or any two (2) members of the Board of Directors on three (3) days notice to each Director, given personally, by mail, e-mail or by telephone, which notice shall state the time, place and purpose of the meeting.

Section 8. Waiver of notice. Before, or at any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting, and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall be a waiver of notice by him of the time and place thereof. If all the Directors are present at any meeting of the Board, no notice shall be required, and any business may be transacted at such meeting.

Section 9. Quorum. At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present, at a meeting at which a quorum is present, shall be the acts of the Board of Directors. If, at any meeting of the Board of Directors, there shall be less than a quorum present, the majority of those present must adjourn the meeting to another time. At any such re-adjourned meeting, any business, which might have been transacted at the meeting as originally called, may be transacted without further notice.

Section 10. Committees. The Board of Directors shall select, from time to time, Members of the Board of Directors to serve on committees. These committees will report regularly to the Board of Directors and may consist of the following:

  1. Membership. To secure additional Members and foster involvement of all Members.
  2. Program. To arrange programs for all club meetings, special events including fundraising, and to supervise and promote special events of the club.
  3. ADDY®. To plan, promote, and carry out the annual competition and awards program, based on guidelines provided by the national American Advertising Federation.
  4. Education. To provide one or more annual scholarships to students in advertising, marketing, public relations or related fields. Eligibility for the scholarship requires that the student be a relative of a current Member, a current Member, a resident of Delaware County, Indiana, or the six contiguous counties, or a paid Member of a student chapter American Advertising Federation group organized within those counties.
  5. Public Relations. To promote the activities of the club through media releases, special promotions, and outreach to the communities in East Central Indiana.
  6. Diversity. To diversify the membership, to implement a continuing diversity awareness program for members, to develop and provide educational materials on issues related to diversity, and to sponsor at least one speaker every year on topics related to diversity in communication, advertising, and the media.
  7. Communications. To host the club’s website, publish the club’s newsletters, notify members of club activities, and keep the membership informed of special events.
  8. Governmental Affairs. To keep abreast of issues on a federal, state and local level effecting the advertising industry, and report pertinent information to the Board and membership.
  9. Creative Council. To design marketing materials, logos, and all creative pieces needed to promote the club’s activities and special events.
  10. Fund Raising. To plan, organize, and conduct the annual scholarship auction and/or other special events to generate funds necessary to carry out the activities of the club.
  11. Hospitality. To plan and execute activities at the program meetings to create a warm and friendly atmosphere.

No committee shall have the authority without the prior approval of the Board of Directors to commit the corporation on matters of policy or to create a financial obligation. All committee plans and actions shall be subject to the approval of the Board of Directors.

Section 11. Executive Director. The Board may employ an Executive Director upon such terms and conditions and with such duties and responsibilities as the Board may approve.

ARTICLE IV

Officers

Section 1. Designation. The principal officers of the Corporation shall be a President, Vice-President, Secretary and Treasurer, all of whom shall be elected by and from the Board of Directors. The Board of Directors may appoint such other officers as in their judgment may be necessary.

Section 2. Election of officers. The officers of the Corporation shall be elected annually by the Board of Directors at the organizational meeting of each new Board and shall hold office at the pleasure of the Board.

Section 3. Removal of officers. Upon an affirmative vote of a majority of the members of the Board of Directors, any officer may be removed, either with or without cause, and his successor elected at any regular meeting of the Board of Directors, or at any special meeting of the Board called for such purpose.

Section 4. President. The President shall be the Chief Executive Officer of the Corporation. The President shall preside at all meetings of the Corporation and of the Board of Directors. The President shall have all the general powers and duties which are usually vested in the office of the President of a Corporation, including, but not limited to, the power to appoint along with the concurrence of the Board of Directors all committee chairs. The President shall also act as a liaison with the district and the national American Advertising Federation and shall be an ex-officio member of all committees.

Section 5. Vice-President. The Vice-President shall perform all duties incumbent upon the President during the absence or disability of the President, and shall perform such other duties as the Board of Directors may prescribe. The Vice-President shall become President in the following year with the concurrence of the Board of Directors.

Section 6. Secretary. The Secretary certifies the minutes of all meetings of the Board of Directors and the minutes of all meetings of the Corporation; the Secretary/Executive Director shall have charge of such books and papers as the Board of Directors may direct; and the Secretary/Executive Director shall, in general, perform all the duties incident to the office of Secretary; the Secretary/Executive Director shall be responsible for finding another Board Member to act as a temporary Secretary in the event that the Secretary/Executive Director is unable to attend any meeting.

Section 7. Treasurer. The Treasurer/Executive Director shall have responsibility for the Corporation’s funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Corporation. The Treasurer/Executive Director shall be responsible for the deposit of all monies and other valuable effects in the name, and to the credit, of the Corporation in such depositories as may, from time to time, be designated by the Board of Directors. All disbursements of Corporate funds shall require the signature of the Treasurer or the Executive Director. The Treasurer shall present a financial statement at all regular meetings of the Board of Directors and at the annual meetings of the Members.

ARTICLE V

Obligations of the Members

Section 1. Dues. All Members are personally obligated to pay annual dues by June 30th of each fiscal year that are imposed by the Corporation’s Board of Directors to meet the expenses of the Corporation. However, no dues shall be assessed of Lifetime Members. New Members joining more than six months after the beginning of the club year may, at the discretion of the Board of Directors, be given the option of paying half the normal dues or prepaying the next year’s dues at current levels and receiving the balance of the current year as well. The Treasurer/Executive Director will forward to the national American Advertising Federation the appropriate dues commitment for current Members.

ARTICLE VI

Amendments to By-Laws

The By-Laws may be amended by the Members at any regular meeting of the Members, or any special meeting called for such purposes. However, no amendment shall take effect unless approved by a majority of the Members of the Corporation.

Adopted AUGUST 7, 2008, by the Members of American Advertising Federation East Central Indiana, Inc. Modified on May 3, 2014.