Revised and adopted on **DATE PENDING MEMBERSHIP APPROVAL**.
Constitution and Bylaws of American Advertising Federation of Greater Evansville, District 6
Article I. – Name
The name of this organization shall be Evansville Tri-State Advertising Federation dba AAF Greater Evansville (AAF-GE) and shall be affiliated with the American Advertising Federation. As such it shall be incorporated as a nonprofit corporation under the laws of the State of Indiana.
Article II. – Purpose
SECTION 1: Statement of Purpose
The purpose of the AAF-GE is to:
- Develop and enjoy the spirit of cooperation, innovation and fellowship among persons
in advertising and related business.
- Promote ethical, truthful and creative advertising.
- Encourage young, talented persons to seek careers in advertising.
- Favorably influence the business, educational, governmental and consuming publics confidence in advertising and its vital roles in the economic and cultural advancement of our city, state and nation.
- Serve community causes as part of an overall effort to advance our community and ourselves.
Article III. Officers
SECTION 1: Officers and Board of Directors
Board of Directors shall consist of:
- Vice-President of Programs
- Vice-President of Membership
- Two most recent Past Presidents
Article IV. Membership
SECTION 1: Eligibility
The membership of this organization shall consist of persons who are practitioners of any phase of the advertising business, be it the creation, buying, selling, administration, servicing or production thereof. Application for Regular, Corporate, and Student membership shall be on a Membership Application Form received from the AAF-GE office or on-line from the website. Memberships are not transferable except upon action of the Board of Directors. The power of election to membership shall be vested in the Board of Directors. Its decisions shall be final.
SECTION 2: Membership Classes
There will be five (5) classes of membership, all with voting privileges:
- Regular Members
- Corporate Members
- Student Members
- Life Members
SECTION 3: Regular Members
Regular Members shall be persons who are practitioners of any phase of the advertising business, be it the creation, buying, selling, administration, servicing or production thereof.
SECTION 4: Corporate Members
Corporate Members shall be employees of a business which has selected a participating level consistent with those established, from time to time, by the Board of Directors.
SECTION 5: Student Members
Student Members shall be persons enrolled full-time in advertising-related courses in an accredited school.
SECTION 6: Life Members
Life Members shall be (1) Conferred at age 65 upon application by any member with 10 or more consecutive years in good standing. (2) May be conferred by action of the Board of Directors upon any member in good standing.
SECTION 7: Honorary Members
Honorary Members may be conferred by the Board of Directors upon persons who have rendered distinguished services related to advertising.
SECTION 8: Terminations
Membership may be terminated by:
- Written resignation to the Board of Directors.
- Failure to pay indebtedness to AAF-GE.
- Violation of the Constitution and Bylaws of AAF-GE, or by any act or conduct, which the Board of Directors may deem detrimental to the best interest of AAF-GE.
SECTION 9: Reinstatement
No member within AAF-GE can make a new or reinstatement application to AAF-GE without first becoming a dues paying member of AAF-GE. Former members may be reinstated at the discretion of the Board of Directors.
Article I. Dues and Finances
SECTION 1: Dues – General Provisions
Local dues shall be set annually by the AAF-GE Board of Directors at the Fall Meeting. Members shall pay annual dues as determined by the Board of Directors payable by August 1st of each year. Honorary Members shall not be required to pay dues.
SECTION 2: Dues – Standing
The definition of good standing as used in these bylaws means that dues must be received by the Secretary-Treasurer no later than August 1st prior to a regularly scheduled Board of Directors meeting. However, exceptions may be made to the August 1st deadline if a proper explanation is presented and accepted by the Board of Directors.
SECTION 3: Fiscal Year
The fiscal year shall commence the first day of July and end the 30th day of June.
SECTION 4: Contracts
No person or committee shall contract for or incur any expense in the name of AAF-GE without prior authorization of the Board of Directors.
SECTION 5: Check Reimbursements
The obligations of AAF-GE shall be paid by check signed by two of three designated signees, which will include the Treasurer and President of the AAF-GE Board of Directors.
SECTION 6: Officer Reimbursements
Officers shall not be compensated for any service rendered AAF-GE except as voted by the Board of Directors.
SECTION 7: Annual Financial Review
AAF-GE’s books of accounts shall be reviewed at least once each year. The accounting firm and date of audit shall be named by the Board of Directors.
Article II. Board of Directors
SECTION 1: Responsibility and Composition
The control and management of AAF-GE shall be vested in the Board of Directors who shall pass upon all matters pertaining to the executive operation of AAF-GE, pass on all grievances, audit all accounts, approve all expenditures and contracts and make all recommendations to the membership on matters of policy. The Board of Directors of the AAF-GE shall consist of at least thirteen members, with no more than twenty members.
SECTION 2: Terms, Limitations and Vacancies
Terms and Vacancies: Officers
The following officers shall serve for one year or until their successors are elected or qualified. To fill any unscheduled vacancies, the Board of Directors shall elect a successor who shall take office immediately and serve until the next annual election.
- PRESIDENT: Serves as Chief Executive Officer of AAF-GE and of the Board of Directors, presides at all meetings of AAF-GE and of the Board of Directors, appoints all committees and becomes an ex-officio member of all special and standing committees, performs all other duties usual and appertaining to this office.
- VICE PRESIDENTS: Assist the President in performance of his/her duties, and in the absence of the President, perform those duties. Primary responsibilities are programs and
- TREASURER: Assists the Board of Directors in matters pertaining to AAF-GE Primary responsibility is to prepare the budget for the fiscal year, monitor AAF-GE expenses and serve as consultant to the Board of Directors and committee chairpersons on financial matters.
- SECRETARY: Keeps all records including minutes of all meetings of AAF-GE and of the Board of Directors, gives proper notification of all meetings, makes necessary reports to the Board of Directors, and performs such other duties as the President and or the Board of Directors may request.
Terms and Vacancies: Directors
The Directors of AAF-GE shall serve for a period of two years and until their successors are elected and assume office. In the event of the inability of a duly elected Director to serve during his/her term of office, the Board of Directors shall appoint as the interim successor, a runner-up candidate in the annual election for the Board of Directors in the order of most votes received. This newly appointed Director shall serve until the expiration of his/her predecessors term, or the next regular election, whichever comes first.
Terms and Vacancies: Termination
Unless excused by the Board of Directors, any officers or directors term of office may be terminated automatically if he or she misses three consecutive Board Meetings. Any officer or director may be removed upon two-thirds vote of the entire Board of Directors.
Article III. Elections of Officers and Directors
SECTION 1. Nomination of Officers and Directors
- Each February, the President shall appoint, with the approval of the Board of Directors, a nominating committee of five (5) regular members, one of whom shall be the Immediate Past President acting as chairman of the committee. The nominating committee shall be announced to the membership no later than May 1.
- The nomination committee shall choose a minimum of one (1) or a maximum of two (2) candidates for each office to be filled, and they may choose a minimum of four (4) and a maximum of fifteen (15) candidates to fill the remaining positions on the Board of Directors.
SECTION 2. Regular Election of Officers and Directors
- The Officers and Directors shall be elected annually by ballots showing the names of candidates arranged alphabetically. One ballot shall be emailed to each member no later than May 15, with an attachment marked “Ballot”.
- Only ballots received or dated up to and including midnight, May 31, shall be considered valid and counted in the election. The validity and count of ballots for Officers and Directors shall be under the complete direction of the nominating committee chairman.
- The retiring President of AAF-GE shall introduce the elected Officers and Directors at the June luncheon meeting. They shall assume their duties on July 1.
- The names of the newly elected Officers and Board of Directors shall be communicated to the membership by posting them on the website.
Article IV. Committees
The President, with approval of the Board of Directors, shall appoint standing committees and the chairperson(s) of each, and shall assign each member of the Board of Directors to serve on at least one committee. All standing committees shall serve for one year or until their successors are appointed. Each committee shall consist of at least four persons, including a member of the Board of Directors. The Executive Director shall serve as an ex-officio member of each committee. Committees shall consist of the following, based on annual goals and objectives.
MEMBERSHIP/HOSPITALITY/CLUB INVOLVEMENT: To provide literature, correspondence, hospitality and activities that enhances local membership recruitment, retention and involvement. At the discretion of the Board, it includes publishing of the annual Membership Roster. To be chaired by the Vice Presidents.
PROGRAMS: To arrange programs for all regular AAF-GE meetings except AAA and the Annual Auction. Includes securing speakers, arranging transportation for speakers, gifts for speakers, and audio/visual equipment. Programming should foster active and interested membership, well-attended meetings, and membership growth. To be chaired by the Vice Presidents.
AMERICAN ADVERTISING AWARDS: To arrange for the annual American Advertising Awards program. Includes supervision of all entries, judging, and presentation of awards.
CLUB ACHIEVEMENT: To work with the Communications/PR Committee to prepare materials for the National AAF Club Achievement Awards.
COMMUNICATIONS/MARKETING/PR: To work with all committees to create the most effective and creative communications materials for AAF-GE. Includes website, AAA, Annual Auction, press releases and all other media notices.
CULTURAL DIVERSITY: To create programs and activities within AAF-GE which will increase minority representation in our advertising community
GOVERNMENT RELATIONS: To create and work on projects which best build effective relationships with local, state and national governments.
HOSPITALITY/CLUB INVOLVEMENT: To work to create a welcoming environment for new and existing members. Includes greeting members and guests. To work with Program and Membership Committees to foster an increased, active and interested membership.
ANNUAL AUCTION: To secure donations from local media and other businesses, auction location, plan meal and organize details of event.
ADVERTISING EDUCATION/SCHOLARSHIPS: To offer advertising and public relations assistance to qualified not-for-profit organization(s), whether it is on a project basis or a yearlong involvement with the organizations various activities. To provide educational opportunities to students and the community. Work with students at area colleges and universities to help develop the next generation of advertising professionals. Select students to receive annual scholarship awards based on available funds. All projects and commitments must be approved by the Board of Directors.
FUND RAISING/SPONSORSHIPS: Develop creative and innovative ways to raise funds to support AAF-GE activities and programs. To work with AAA, Media Auction and Program Committees to secure sponsorships for meetings, programs, special events, etc.
PUBLIC SERVICE: Not-for-profit organizations often need advertising and promotion advice and assistance. This committee identifies the need and makes plans for projects, big or small.
SECTION 2. Special Committees
The President, with the approval of the Board of Directors shall also appoint such special committees as may be deemed necessary to carry on the work of AAF-GE, and shall name the chairperson of each.
SECTION 3. Policy and Financial Obligation
No committee shall have the authority to commit AAF-GE on matters of policy or to create financial obligations. All committee plans and actions shall be subject to the approval of the Board of Directors.
Article V. Meetings
The regular meetings of AAF-GE shall be held at least once monthly, at a time and place determined by the Board of Directors. Seven members of the Board, including at least two officers shall constitute a quorum. Announcement of these meetings will be communicated through e-mail and posting on the website.
A special meeting may be called upon written request to the Board of Directors of twenty-five (25) members in good standing, or by the Board of Directors, provided 21 days notice is given to AAF-GE members.
At meetings where AAF-GE business is to be discussed and acted upon, twenty (20) percent of the members shall constitute a quorum providing it includes at least six (6) Officers and/or Directors.
Matters not consistent with the purposes of AAF-GE shall not be discussed or acted upon. Except on matters of the affairs of AAF-GE, no person shall be introduced or permitted to address the membership unless approved by either the President or the Board of Directors.
Article VI. Parliamentary Authority
SECTION 1: Robert’s Rules
The rules contained in the most current edition of Robert’s Rules of Order will be the official parliamentary authority governing the conduct of the organization’s meetings, except as otherwise provided in the Constitution and Bylaws.
Article VII. Amendments
SECTION 1: Amendment Initiation
Any proposed amendment to the Constitution and By-Laws of the AAF-GE may be initiated by the Board of Directors or by written request to the Board of Directors by twenty-five (25) members in good standing.
SECTION 2: Proposed Amendments
If approved by the Board of Directors, the proposed amendments shall be made available at the next AAF-GE meeting and will be e-mailed to all members or posted on the website.
SECTION 3. Voting on Amendments
The proposed amendment shall be voted upon at the second regular AAF-GE meeting following its approval by the Board of Directors. Approval by at least two-thirds of all members in good standing who are present shall be required to make the amendment effective.
Article VIII. Dissolution
SECTION 1: Dissolution
In order to dissolve this corporation, notice of proposed dissolution shall be distributed via U.S. Mail, e-mail, fax or other suitable method by the Secretary-Treasurer to each AAF-GE Board Member at least 20 days before the Board meeting at which the dissolution is to be considered. Dissolution must be approved by a two-thirds (2/3) majority vote of a quorum of the Board of Directors at a regular or special meeting.
SECTION 2: Resolution
Upon adoption of the resolution for dissolution of the Corporation, assets remaining after payment of all debts of the Corporation shall be transferred to any non-profit corporation, trust, foundation or other organization whose purposes are substantially the same as those of the Corporation and which, at the time of transfer, is an exempt organization under the provisions of Section 501 (c)(3) of the Internal Revenue Code, and the Regulations or the corresponding provisions of any subsequent Federal tax laws or by an organization contribution to which are deductible under Section 170 (3)(2) of the Code and the Regulations or the corresponding provisions of any subsequent Federal tax laws. Any such assets not so disposed of shall be disposed of by the Circuit Court of the County in which the Secretary-Treasurer of the Corporation is located, exclusively for such tax-exempt purposes and such public purposes as the Court shall determine. No Board Member or Officer of the Corporation, or any individual member, shall be entitled to share in the distribution of any of the assets of the Corporation on dissolution of the Corporation.
That the foregoing Constitution and Bylaws are hereby adopted and revised as of **DATE PENDING**, as the Constitution and Bylaws of the AAF-GE and all previous acts of the AAF-GE which in any way may be in conflict with the Constitution and Bylaws are hereby repealed, provided that nothing in the Constitution and Bylaws shall be construed to affect in a retroactive manner the membership of any person now a member in good standing in AAF-GE.