Bylaws

Bylaws of the

AAF - Wichita Falls

ARTICLE I

Name

This organization shall be known as AAF - Wichita Falls and shall be affiliated with the AMERICAN ADVERTISING FEDERATION and the Tenth District, AAF.

ARTICLE II

Purposes

The purpose of this organization shall be to provide and promote a better understanding of the functions of advertising and of its value, to apply the skills, creativity and energy of the advertising industry whenever it is needed to help solve social problems; to advance the standards of advertising through a voluntary program of self-regulation and educations; to promote good fellowship and a free exchange of ideas.

ARTICLE III

Membership

There shall be two classes of membership: active and honorary.

SECTION 1. Active – Persons of good standing in the community who are engaged in buying, selling, or creating advertising, publicity, or public relations, or who are connected with a business closely related to advertising.

SECTION 2. Honorary – Persons who, in the opinion of the Federation, have given distinguished service in the field of advertising. Honorary members may be elected upon recommendation of the Board of Directors by a two-thirds vote of the members at any regular meeting of the Federation.

ARTICLE IV

Dues and Charges

SECTION 1. Dues for active members as determined by the Board of Directors shall be billed annually no later than September 15th. Annual dues include the affiliation fee per year in the AMERICAN ADVERTISING FEDERATION, and the affiliation fee in the Tenth District, AAF.

SECTION 2. Honorary members shall not be required to pay initiation fees or dues, but will be required to pay the individual charges of special functions attended.

SECTION 3. Members bringing guests to meetings and functions will pay the individual member charges for those guests. Luncheon reservations for guests will be paid whether they attend or not unless canceled prior to reservation deadline. Members who indicate intention to attend luncheons or special functions will be billed for the fees whether they attend or not unless canceled prior to reservation deadline. There is no provision for attending the meeting for the program only at no charge. Charges for all meetings will be determined by the Board of Directors.

SECTION 4. Any active member of the club whose dues and other charges have been in arrears for thirty (30) days after billing shall be so notified by the treasurer, citing the provision of this section. If such arrears are not paid within thirty (30) days after such notification, the delinquent member, with Board of Directors approval, shall be dropped from membership. Only members whose dues are paid shall be entitled to vote in club elections.

ARTICLE V

Board of Directors and Officers

SECTION 1.The management of the affairs of this Federation shall be vested in the Board of Directors.

SECTION 2. The Board of Directors shall consist of at least eight (8) members plus up to two alternates elected from the general membership under the provision of Section 3 of this article.

SECTION 3. The elected officers shall consist of a President, First Vice President, Second Vice President, Secretary and Treasurer. Any active members of the Board of Directors in good standing shall be eligible for election as an officer. These officers shall be elected for a term of one year and shall serve until their successors are elected or appointed.

SECTION 4. Directors shall be elected annually for a term of two years each or until their respective successors are appointed or elected

SECTION 5. In the event of the death or resignation of any officer or director, the Board of Directors shall promote one of the Alternates to fill the vacant position for the balance of the term for which selected.

SECTION 6. The immediate past president shall be a member ex-officio of the Board of Directors for one year following the completion of his/her term as president.

SECTION 7. . The Board of Directors may, at its discretion, employ a paid Executive Director and/or Executive Secretary whose duties and compensations shall be defined by the Board of Directors. The Board of Directors shall be empowered to employ such additional staff as may be required. The Executive Secretary will not have voting privilege unless the vote is needed to have a quorum in order to conduct business

SECTION 8. A schedule of regular meetings of the Board of Directors shall be set up by the board within thirty days after the annual election. Special meetings may be called by the president by notice in writing, delivered to each of the members of the board at least five days before the called meeting. Special meetings may also be called by the secretary upon written notice to him/her, signed by at least four (4) members. The requirement of a five-day notice may be waived upon consent of a majority of the board members, expressed in writing, or by attendance at the called meeting.

SECTION 9. If an individual member has 3 consecutive absences from the regularly scheduled meetings of the Board of Directors, without sufficient reason, he/she shall be subject to dismissal from the Board.

ARTICLE VI

Duties of Officers and Directors

SECTION 1. The President shall be the chief executive officer of the Club and of the Board of Directors. He/She shall preside over all meetings of the Federation and of the Board of Directors. He/She shall be an ex-officio member of all committees except the Nominating Committee. The President shall appoint all committee chairmen with the exception of the Nominating Committee, such appointments to be subject to the approval of the Board of Directors. The President and the Treasurer shall sign all written contracts and obligations of the Federation, which must have prior approval of the Board of Directors to be legal and binding.

SECTION 2. The First Vice President shall be vested with all the power and shall perform all the duties of the President in the absence or disability of the latter. The First Vice President shall also be in charge of programs and shall appoint a committee responsible to him/her for Federation programs.

SECTION 3. The Second Vice President shall be vested with all powers and shall perform all the duties of the First Vice President in the absence or disability of the latter. The Second Vice President shall be in charge of membership and shall appoint a committee responsible to him/her for Federation membership.

SECTION 4. The Secretary shall keep a true and accurate record of all proceedings of the Federation and Board of Directors’ meetings, which shall be the property of the Federation, and shall conduct the correspondence of the Federation under the direction of the Board of Directors and/or the President, send out all notices notifying members of their election to membership and chairmen of committees of their appointments.

SECTION 5. The Treasurer or member of the Finance Committee shall receive and deposit in the name of the Federation, in a bank or trust company selected by the Board of Directors, all Federation moneys, issue receipts, make all authorized disbursements, and at each Annual Meeting render an itemized statement, produced by a committee of not less than three board members, of the financial condition and the receipts and disbursement of the Federation of the current fiscal year. Only the treasurer and president will be authorized to sign checks.

SECTION 6. The Board of Directors shall have charge of the general management of the Federation and shall pass upon the eligibility of the applicants for membership, hear all grievances, authorize and audit all expenditures and approve all appointments.

SECTION 7. The President shall represent this organization at the Annual Convention of the AMERICAN ADVERTISING FEDERATION and Tenth District, AAF conferences. Expenses of registration fee, hotel, and round-trip transportation shall be paid by the Federation for the President or his/her alternate from the Board of Directors. The President or alternate shall represent this organization and be the official delegates at said conventions.

ARTICLE VII

Committees

SECTION 1.The President shall, with the approval of the Board of Directors, appoint the chairman of each standing committee. All committee chairmen shall serve for one year or until their successors are appointed. Briefly, their responsibilities are:

MEMBERSHIP– To secure additional members, process membership application, and present new members to the Federation.
FINANCE–A three-person committee chaired by the Treasurer whose purpose shall be to supervise, under the control of the Board of Directors, the finances of the Federation, and to prepare all budgets.
PROGRAM– To arrange programs for all Federation meetings. To promote attendance at Federation meetings. To arrange for all meetings – including location and collection of tickets, shall be responsible for members’ reservations, and shall maintain a record of attendance at all meetings.
PUBLICITY– To secure desirable publicity, and otherwise to promote the prestige and standing of the Federation in the community.
EDUCATION– To plan and execute education projects for the Federation and to act as a speakers’ bureau.
LEGISLATIVE– To maintain a vigilance on legislative activity whereby the committee may study and report to the Board of Directors any pending or proposed city, state or national legislation affecting advertising in any of its forms, and to recommend a line of action by the Federation if deemed necessary.
PUBLIC SERVICE– To plan and execute: (a) Services in an advisory capacity and/or actively aid in the field of advertising and publicity such civic, charitable, and public organizations as are approved by the Board of Directors; and (b) Projects in the field of public service as approved by the Board of Directors.
ADVERTISING STANDARDS– To work toward higher standards of ethics and good taste in advertising. Developing a close working relationship between the Federation and the local Better Business Bureau leading to establishment of local advertising review boards modeled after the national program.
ADDY– Responsible for promoting the annual ADDY competition including securing entries, judges, locations, dates and all plans for the event and recognition of ADDY participants.

SECTION 2. The President, with the approval of the Board of Directors, shall also appoint such special committees as may be needed to carry on the work of the Federation, and shall name the chairman of each.

SECTION 3. No committee shall have the authority to commit the Federation 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 VIII

Meetings

SECTION 1. The Annual Meeting of the Federation shall be held in August of each year. Written notice of same shall be sent by mail or e-mail at least two (2) weeks prior to date to each member, giving date, hour, and place of meeting, as determined by the Board of Directors.

SECTION 2. The regular meetings of the Federation shall be at such times and places as the Board of Directors may determine. Written or e-mail notice of such meetings shall be sent by the secretary to every member of the Federation at least one (1) week prior to the date of such meeting.

SECTION 3. Special meetings may be called by the President, by the Board of Directors or by written request from any five (5) members in good standing provided all members are notified in writing, place and purpose of meeting.

ARTICLE IX

Quorums

SECTION 1. Twenty-five percent of the active members shall constitute a quorum for the transaction of business at any meeting of the Federation.

SECTION 2. One-half of the Board of Directors shall constitute a quorum for the transaction of business.

SECTION 3. A majority of any committee shall constitute its quorum.

ARTICLE X

Elections

SECTION 1. Elections shall be held at the August Annual Meeting and shall be by secret ballot. Only active members in good standing may be nominated for office or be allowed to vote.

SECTION 2. The Board of Directors shall appoint, at least five (5) weeks before the Annual Meeting, a Nominating Committee of three (3) members in good standing; a majority of which must be members of the Board of Directors.

SECTION 3. The Nominating Committee shall prepare a slate of nominees. No candidate shall be proposed for director unless his/her consent to serve has been secured. The committee shall report these nominations by mail, physical or electronic, to all members at least twenty (20) days prior to the election.

SECTION 4. Additional nominations may be made by written petition signed by at least five (5) active members provided all such additions shall be in the hand of the Nominating Committee at least ten (10) days prior to the Annual Meeting. When so made, these nominations, together with the list submitted by the Nominating Committee, shall be the list of nominees submitted to the Federation membership for the election of directors for a period of two years. Not later than seven (7) days before the election, the Nominating Committee shall issue the final slate in writing to all voting members, incorporating any additional candidates who have been properly endorsed.

SECTION 5. On the date set for the election, the Chairman of the Nominating Committee shall preside at the election. He/she shall be assisted by two or more tellers, appointed by the Board of Directors. The tellers may not be candidates for election. The duties shall be to distribute the ballots, collect and count the ballots, and report the result to the President who shall announce the results to the membership immediately.

SECTION 6. Voting shall be by secret ballot and shall not be cumulative. Only active members present and in good standing may vote. There shall be no proxy voting, but absentee voting shall be permitted.

SECTION 7. The Officers of the Board will be elected by the Board at its first meeting. Such officers shall not be elected without their prior consent.

ARTICLE XI

Parliamentary Authority

Section 1. Roberts’ Rules of Order, Revised, shall be the authority of this Federation in all matters not covered by these by-laws.

ARTICLE XII

Amendments

SECTION 1. The Bylaws may be amended by a two-thirds vote of the active members at any business meeting. A quorum must be present.

SECTION 2. Amendments must be proposed in writing, signed by at least three (3) active members in good standing and a copy thereof must be presented to the Board of Directors at least two weeks before the meeting at which it is moved for adoption.

SECTION 3. Notice of any proposed amendment shall be delivered, physically or electronically, to each member of the Federation no more than one week after it has been presented to the Board.

AAF-Wichita Falls

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