AAF Bylaws

Birmingham Advertising Club, Inc. Bylaws

 

Adopted and amended March 19, 1993, amended May 20,1994. Published 1995. Amended April 1998, August 15, 2003, September 2004, March 2006, Amended August 20, 2010

 

ARTICLE I

This organization shall be known as the Birmingham Advertising Club, Inc., and shall be affiliated with the American Advertising Federation. As of July 2008, the organization shall do business as the American Advertising Federation Birmingham.

 

ARTICLE II – PURPOSES

The purpose of this organization shall be: to promote greater effectiveness in the use of advertising as an instrument for distribution; to foster higher standards of practice in advertising and selling; to expand recognition of advertising as a profitable business tool; and to cultivate a better understanding of the economic and social value of advertising to the consuming public.

 

ARTICLE III – MEMBERSHIP

There shall be three (3) classes of membership: Active, Honorary and Distinguished.

SECTION 1. Active: Persons of good standing in their communities who are engaged in buying, selling or creating advertising, as an agency, supplier, media, or client/advertiser, or who are connected with a business closely relating to advertising. Active members will fall into one of the following active member categories with benefits to be outlined by the current Board of Directors. Active members in any of the following categories may hold office and may vote.

  • Gold Corporate Member
  • Silver Corporate Member
  • Individual Member
  • Associate Member

SECTION 2. Honorary: Persons who, in the opinion of the members of the organization, have given distinguished service in the field of advertising. Honorary members shall not be eligible to hold office or vote.

SECTION 3. Distinguished: persons who have served this organization as President and recipients of the Halpern Award for outstanding service shall be eligible for this category of membership. The intent of this category is both to honor past Presidents and to encourage their continuing involvement. Distinguished members may hold office and may vote.

SECTION 4. New members in the active classification shall be elected by the Board of Directors. Each application for membership must be endorsed by one member of the organization in good standing and must be accompanied by remittance covering the initiation fee and at least on quarter’s dues.

SECTION 5. Honorary members shall be elected upon recommendation by the Board of Directors and by a two-thirds vote of the membership present at any regular meeting of the organization.

SECTION 6. Distinguished members shall be elected by the Board of Directors.

 

ARTICLE IV – INITIATION AND DUES

SECTION 1. Initiation fees for active members shall be paid at the time of application. Initiation fees shall be set by the Board of Directors by majority vote.

SECTION 2. Dues for active members shall be established by the Board of Directors and shall be payable annually, semi-annually, or quarterly. Dues shall include the affiliation fee in the Seventh District and AAF as set by each organization.

SECTION 3. Honorary members shall not be required to pay initiation fees or dues.

SECTION 4. Distinguished members shall pay dues at half the rate of dues for active members.

SECTION 5. The dues year for newly elected members begins on the first day of the calendar quarter nearest their election to membership.

SECTION 6. Any member of the organization whose dues or any indebtedness has been in arrears for thirty days shall be so notified in writing, citing the provision of this section. If such arrears are not paid, or arrangements for payment made, within fifteen days after such notification, the delinquent members shall be notified again and granted fifteen days grace. At the end of this period the membership shall be forfeited. Only members whose dues are paid shall be entitled to attend meetings without paying guest fees or vote in elections.

 

ARTICLE V – MANAGEMENT

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

SECTION 2. The Board of Directors shall consist of sixteen (16) members. It shall be made up of nine (9) officers, six (6) directors and the Immediate Past President. Officers and Directors shall take office on July 1 following the Annual Meeting.

SECTION 3. Each member of the Board of Directors shall strive to involve as many of the organization’s members in its activities as possible. No member of the Board of Directors may serve on any committee other than one in his/her area of responsibility. Directors may serve in an advisory capacity to other committees as needed in the spirit of cooperation.

SECTION 4. The officers shall consist of a President, a President-Elect, a Vice President of Membership, a Vice President of ADDYs, a Vice President of Special Events, a Vice President of Programs, a Vice President of Print Communication, a Vice President of Digital Communication, and a Secretary/Treasurer. Any active or distinguished member in good standing shall be eligible for election as an officer. No officer may be elected for more than two consecutive terms in the same office without specific approval of the Board of Directors on a case-by-case basis. The term of office for officers shall be one (1) year.

SECTION 5. An executive committee shall be comprised of the President, President-Elect, Vice President of Membership, Vice President of ADDYs, Vice President of Special Events, Vice President of Programs, Vice President of Print Communication, Vice President of Digital Communication, and Secretary/Treasurer. The executive committee will meet at least quarterly to review the organization’s activities and serve as an advisory group to all standing committees. The executive committee may act on behalf of the Board of Directors with prior approval of the Board. Minutes of executive committee meetings must be provided to voting members of the Board of Directors within seven (7) days of each meeting.

SECTION 6. Four (4) directors shall be elected to serve two-year full terms and two (2) directors elected to a one-year full term by the active and distinguished members at annual elections. The officers shall be elected under the provisions of Article XI, and shall automatically be members of the Board during their terms of office.

SECTION 7. The following procedures shall be followed to fill any vacancy on the Board of Directors.

  1. In the event of the death or resignation of any officer or director other than the President or President-Elect, the Board of Directors shall elect a successor who shall take office immediately and serve until the next annual election.
  2. In the event of the death or resignation of the President, the President-Elect shall become Acting President to fill the unexpired term and may be the nominee for President the next fiscal year if the nominating committee so chooses.
  3. In the event of the death or resignation of the President-Elect, the Board of Directors shall form a nominating committee according to Article XI to name one candidate for the position of President-Elect to be voted upon by the active and distinguished members at the next monthly meeting scheduled at least two weeks after the membership can be notified. Nominations can also be made from the floor under Article XI, Section 5.
  4. In the event of the death or resignation of both the President and President-Elect, the Board of Directors shall form a nominating committee according to Article XI to name one candidate for the position of President-Elect according to Article V, Section 7, who will then become Acting President until the next annual election. In this case, the Acting President may become the nominee for President the next fiscal year if the nominating committee so chooses.
  5. In the event a director is elected an officer after serving only one year of a two-year term as director, the unexpired portion of that term of office shall be filled during the annual elections under Article XI.

SECTION 8. The Board of Directors shall at its discretion employ a paid Executive Director whose duties and compensation shall be defined each year by the Board of Directors.

SECTION 9. A schedule of regular meetings of the Board of Directors shall be set up the by the Board within thirty days after the annual elections. The President may call special meetings by providing notice of the meeting to all Board members at least five (5) days before the called meeting. Upon receiving a written request signed by at least four (4) Board members, the executive director also may call a special Board meeting. The requirement of a five-day notice may be waived upon written consent of a majority of the Board members or by their attendance at the called meeting.

SECTION 10. The Board of Directors may fill advisory positions to enhance the work of the organization with special advice and information.

  1. The Board of Directors may, at its discretion, invite up to three (3) Advisors to the Board to attend its meetings. An Advisor must be a past officer of the organization. An advisor to the Board serves a one-year term and has no vote.
  2. To ensure that the organization operates within its bylaws and established policies and procedures, the board of directors may elect to appoint a Parliamentarian from among the list of distinguished members. The parliamentarian shall not have served on the board of directors for at least four (4) years. The parliamentarian serves a one-year term and has no vote.
  3. To ensure an accurate history of the organization and other related responsibilities which may be listed in the Policy and Procedures Manual, the board of directors may elect to appoint an Historian from the list of active and distinguished members. The historian serves a one-year term and has no vote.

 

ARTICLE VI – DUTIES OF OFFICERS

SECTION 1. The President and President/Elect shall represent this organization at the Annual Convention of the American Advertising Federation and at all AAF Seventh District meetings.

SECTION 2. The President shall be the chief executive officer of the organization and the Board of Directors, and shall be ex-officio member of all committees. Detailed duties of the President-Elect’s portfolio are listed in the organization’s Policy and Procedures Manual and shall be provided to this officer upon election.

These duties include:

  1. Serving as the organization’s liaison with the American Advertising Federation
  2. Ensuring that all committees have been formed.
  3. The President and the Secretary/Treasurer shall sign all of the organization’s written contracts and obligations, which must have prior approval of the Board of Directors to be legal and binding.

d.The President and the Secretary/Treasurer must prepare an annual operating budget for the current fiscal year to be presented for review and approval at the July Board meeting.

The President and Secretary/Treasurer may obtain a loan on behalf of the organization provided at least twelve (12) Board members provide written approval of the action. Before any vote to create such a loan obligation, all Board members must receive a written statement providing details of the loan obligation and copies of any loan documents. If the loan period extends into the next fiscal year, candidates for that fiscal year must be advised of the liability.

SECTION 3. The President-Elect shall be vested with all the powers and shall perform all the duties of the President in the absence or disability of the latter. Detailed duties of the President-Elect’s portfolio are listed in the organization’s Policy and Procedures Manual and shall be provided to this officer upon election.

These duties include:

  1. To provide support and direction to the director responsible for the organization’s ADDY Awards program.
  2. To provide support and direction to the member selected to chair the committee that will prepare entries for the AAF Club Achievement.

SECTION 4. The Vice President of Membership shall perform duties affecting the organization relating to membership. This includes ensuring that a membership committee is appointed within 30 days of the beginning of the term of office on July 1 (no later than August 1) that shall assist in coordinating activities related to membership. Detailed duties of this office are listed in the organization’s Policy and Procedures Manual and shall be provided to this officer upon election.

SECTION 5. The Vice President of ADDYs shall perform duties affecting the organization relating to the ADDY Awards. This includes appointing two (2) co-chairpersons from among the organization’s members in good standing. All co-chairs shall be appointed within 30 days of the beginning of the term of office on July 1 (no later than August 1) and shall assist in coordinating activities related to the ADDY Awards. Detailed duties of this office are listed in the organization’s Policy and Procedures Manual and shall be provided to this officer upon election.

SECTION 6. The Vice President of Special Events shall perform duties affecting the organization relating to special events, including fundraising. This includes ensuring that a special events committee is appointed within 30 days of the beginning of the term of office on July 1 (no later than August 1) that shall assist in coordinating activities related to special events. Detailed duties of this office are listed in the organization’s Policy and Procedures Manual and shall be provided to this officer upon election.

SECTION 7. The Vice President of Programs shall perform duties affecting the organization relating to programs. This includes ensuring that a programs committee is appointed within 30 days of the beginning of the term of office on July 1 (no later than August 1) that shall assist in coordinating activities related to programs. Detailed duties of this office are listed in the organization’s Policy and Procedures Manual and shall be provided to this officer upon election.

SECTION 8. The Vice President of Print Communication shall perform duties affecting the organization relating to print communications. This includes ensuring that a print communications committee is appointed within 30 days of the beginning of the term of office on July 1 (no later than August 1) that shall assist in coordinating activities related to print communications. Detailed duties of this office are listed in the organization’s Policy and Procedures Manual and shall be provided to this officer upon election.

SECTION 9. The Vice President of Digital Communication shall perform duties affecting the organization relating to digital communications. This includes ensuring that a digital communications committee is appointed within 30 days of the beginning of the term of office on July 1 (no later than August 1) that shall assist in coordinating activities related to digital communications. Detailed duties of this office are listed in the organization’s Policy and Procedures Manual and shall be provided to this officer upon election.

SECTION 10. The Secretary/Treasurer serve as the corporate secretary of the organization. Detailed duties of the Secretary/Treasurer’s portfolio are listed in the Policy and Procedures Manual and shall be provided to this officer upon election. These activities include:

  • Ensuring that all monies received by the organization are deposited in a timely manner.
  • Ensure that all disbursements are made in a timely manner.
  • Make a monthly financial report to the Board of Directors.
  • Once each year the Secretary/Treasurer shall render an itemized statement certified to by a Certified Public Accountant of the financial condition and the receipts and disbursements of the organization for the current year.
  • Ensure that the bylaws and Policy and Procedures Manual are kept in good order and readily available to all members.
  • Provide support and direction to the member of the Board of Directors assigned to fundraising activities. This includes ensuring that all committees are appointed in a timely manner.

 

ARTICLE VII – DUTIES OF DIRECTORS

SECTION 1. Each of the six directors shall be responsible for an area of the organization’s activities. These areas may include, but are not limited to, Student Education, Professional Development, Diversity, Government Relations, Public Service, and Job Center.

SECTION 2. Specific duties of each director shall be outlined in the organization’s Policy and Procedures Manual and provided to each director upon election.

SECTION 3. The directors should each appoint two (2) co-chairpersons from among the organization’s members in good standing. All co-chairs shall be appointed within 30 days of the beginning of the term of office on July 1 (no later than August 1). These co-chairs will assist in coordinating activities in these areas of responsibility. The directors of all other activities should appoint a chairperson or co-chairs necessary for their areas of responsibility no later than August 1.

 

ARTICLE VIII – COMMITTEES

SECTION 1. The President, with the approval of the Board of Directors, shall identify such committees as may be needed to carry on the work of the organization, and shall ensure that a chairman is selected for each.

SECTION 2. Each officer and director shall appoint chairpersons for all committees in his/’her area of responsibility and ensure that those chairpersons secure sufficient committee support to successfully carry out the responsibilities of that committee.

SECTION 3. For the Silver Medal Selection Committee, the President shall appoint a chairman who has been a Silver Medal recipient. The chairman shall select four (4) other Silver Medal recipients to form a committee to consider the written nominations for the American Advertising Federation Silver Medal Award. The committee will select a recipient if they feel there is a candidate meeting Silver Medal criteria.

SECTION 4. Specific responsibilities for each committee will be defined in the organization’s Policy and Procedure Manual.

SECTION 5. No committee shall have the authority to commit the organization on matters of policy or to create financial obligations. All committees’ plans shall be subject to the approval of the Board of Directors.

 

ARTICLE IX – I MEETINGS

SECTION 1. The annual meeting shall be held in May.

SECTION 2. The regular meeting of the organization shall be held at such times and places as the Board of Directors may determine. Members should have access to meeting information at least 60 days in advance of each meeting.

SECTION 3. Special meetings may be called at the discretion of the President and shall be called upon written request of any ten (10) members in good standing.

SECTION 4.. Written notice of the annual meeting and of each special meeting shall be sent to every active and distinguished member at his/her last know address in time to be received at least one week before the date of such meeting.

SECTION 5.. At any organization function where alcoholic beverages are available, food and alternative beverages such as coffee, soft drinks, etc. will also be available. No minors or visibly intoxicated persons will be served, and signs will be posted stating that policy. Transportation will be provided for anyone for whom it is deemed necessary.

 

ARTICLE X – QUORUMS

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

SECTION 2.. Eight (8) Board members shall constitute a quorum for the transaction of business, except for approval of obtaining a loan for the organization as outlined under Article VI, Section1.

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

 

ARTICLE XI – ELECTIONS

SECTION 1. The Board of Directors shall appoint, at least ninety (90) days before the date of the Annual Meeting, a Nominating Committee of three (3) active members, the President and a past President, preferably the Immediate Past President (a total of five (5) members). The Executive Director and the President-Elect shall serve as ex-officio members of the nominating committee. Details of nominating committee selection and procedures are outlined in the organization’s Policy and Procedures Manual.

SECTION 2. The Nominating Committee shall prepare a ticket of one nominee for President (who shall be the current year’s President-Elect) and one nominee each for President-Elect, Vice President of Membership, Vice President of ADDYs, Vice President of Special Events, Vice President of Programs, Vice President of Print Communication, Vice President of Digital Communication, and Secretary/Treasurer. The Nominating Committee also shall choose ten (10) nominees for full-term director and one additional nominee for each unexpired term created through death or resignation of a two-year term director since the preceding Annual Meeting. No member of the Nominating Committee shall be on the ticket. Before completion of the ticket, a member of the Nominating Committee shall provide a written list of duties to each nominee, and shall secure each nominee’s written commitment to fulfill these duties if elected. The nominating committee shall present its slate at the April meeting of the Board of Directors.

SECTION 3. At least two weeks before the Annual Meeting, all active and distinguished members shall receive written notification listing the names of all candidates.

SECTION 4. Election shall be by secret ballot. The Board has the discretion of accepting ballots either: 1) at the Annual Meeting, or 2) by absentee ballot before the Annual Meeting. Members who are unable to attend the Annual Meeting may request an absentee ballot in ample time for their ballot to reach the election chairman before the date of the Annual Meeting. Details of the election process are detailed in the Policy and Procedures Manual.

SECTION 5. Additional nomination may be made from the floor at the Annual Meeting of the membership. Eight (8) or more active and distinguished members must support each floor nomination.

SECTION 6. The Board of Directors shall appoint an Election Chairman who will then appoint necessary election tellers, including no candidates for election. The Election Committee shall count the ballots and announce the results of the election. Following the Annual Meeting, the Election Chairman shall give the ballots and/or vote tallies to the Secretary/Treasurer for placement in the permanent files. The election process is detailed in the Policy and Procedures Manual.

SECTION 7. If there are no nominations from the floor, officers may be elected by acclamation following a motion from an active or distinguished member.

SECTION 8. In the event a member has been elected an officer who is presently serving as a director with a year remaining in his or her two-year term of office, one of the nominees for director shall be elected to serve the remainder of that unexpired term. In this event, additional directors shall be elected for each unexpired term which is vacant in the following manner: the four nominees receiving the highest number of votes shall be elected as two-year term directors and the fifth nominee receiving the next highest shall be elected to a one-year term. The nominee receiving the next highest number of votes shall be elected to fill out the unexpired term of one year. In no event shall more or less than four two-year full term directors be elected at any Annual Meeting.

 

ARTICLE XII – AMENDMENTS

SECTION 1. These By-Laws may be amended by a two-thirds ballot vote of the active and distinguished members present at any regular meeting.

SECTION 2. Amendments must be proposed in writing, signed by at least five (5) active and distinguished members. 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. Written notice of any proposed amendment shall be sent to each active and distinguished member no more than ten (10) days after it has been presented to the Board of Directors.

 

ARTICLE XIII – PROCEDURES

In all matters not specifically covered by these bylaws, the meeting of the executive committee, other committees and the annual business meeting will be conducted following Robert’s Rules of Order.

 

ARTICLE XIV – DISTRIBUTION OF ASSETS UPON DISSOLUTION.

SECTION 1. Upon the dissolution of the organization, assets shall be distributed as follows:

  1. All obligations and liabilities of the organization shall be paid and satisfied or adequate provisions made thereto.
  2. All other assets shall be transferred to one or more domestic corporations, societies, educational institutions or other organizations engaged in similar activities pursuant to plan of distribution of assets adopted by the Board of Directors as provide by law.

SECTION 2. In no event shall the assets of the organization be distributed to any officer, Board member or individual member upon dissolution of the organization.

 

Adopted and amended March 19, 1993. Amended May 20,1994. Published 1995. Amended April 1998 and August 15, 2003. Amended March 23, 2006. Amended August 20, 2010.