AAF Northern Illinois

American Advertising Federation - Northern Illinois Bylaws

The AAF-Northern Illinois (AAF-NI)

Adopted January 1, 2010

Article I

Name

The American Advertising Federation - Northern Illinois, AAF-NI,is the name of this Federation.

Article II

Mission Statement

The AAF - Northern Illinois exists to provide support andassistance to advertising, marketing and communications professionals byproviding professional development through educational speakers and networkingopportunities at monthly meetings and other special functions, while increasingrecognition for the advertising industry and giving back to the localcommunity.

Article III

Months of Operations

The annual Membership year for AAF-NI shall run from January1 to December 31. Monthly meetings run from August through May.

Article IV

Membership

Section 1. Membership Qualifications. Membership isopen to all persons with advertising, marketing or communications interests whohave paid their dues, as designated by the Board of Directors. Membership shallnot be restricted by a person's age, race, nationality, religion, ethnicity, sexualorientation or gender. The Board of Directors may deny or revoke Membership, ifit determines just cause, and presents its determination in writing to theMember.

Section 2. Membership Categories. Membership shallinclude the following classes of Membership:

1. Student.
2. Individual.
3. Corporate (two Members or more to a single billing address).

Section 3. Dues. All Members are personally obligatedto pay annual dues by February 1 of each fiscal year that is imposed by theFederation's Board of Directors to meet the Federation's expenses. New Membersjoining more than six months after the beginning of the Federation year may, atthe discretion of the Board of Directors, be given the option of paying halfthe normal dues or prepaying the next year's dues at current levels andreceiving the balance of the current year as well. Because AAF-NI is affiliatedwith the American Advertising Federation (AAF), the Treasurer will forward toAAF the appropriate national dues commitment for current Members.

Section 4. Member Benefits. If a Member is current onhis/her dues, then the Member may participate in all Federation activities.

Article V

Meetings

Section1. Regular Meetings. Regular meetingsof Federation Members shall be held monthly, from August through May, at suchsuitable place convenient to the Members as may be designated by the Board ofDirectors.

Section 2. Annual Meeting. The annual meeting of Federation Members shall be held in May of eachyear. Robert's Rules of Order, Revised, shall govern this meeting,and the order of business shall be as follows:

1. Proof of notice of meeting, or waiver of notice;
2. Reading of minutes of preceding meeting;
3. Approval of agenda;
4. Reports of officers;
5. District/National report;
6. Old Business;
7. Other business; and
8. Date of next meeting.

Section 3. Special Meetings. It shall be the duty ofthe President to call a special meeting of the Members as directed byresolution of the Board of Directors, or upon a petition signed by a majorityof the Members and presented to the Secretary. The notice of any specialmeeting 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 thenotice, unless by consent of three-fourths of the Members present.

Section 4. Notice of Meetings. It shall be the dutyof the President to notify by mail, voicemail or e-mail each meeting, statingthe agenda and luncheon price, as well as the time and place where it will beheld, to each Member of record, at least seven (7) days prior to suchmeeting.

Section 5. Adjourned Meetings. If at any meeting ofthe Members a quorum is not in attendance, the Members who are present mayadjourn the meeting to a time not in excess of seven (7) days from the time theoriginal meeting was called.

Section 6. Voting. Voting shall be on the basis ofone vote for each Member.

Section 7. Majority of Members. As used in theseBy-Laws, the term "majority of Members" shall mean those Membersholding fifty-one percent (51%) of the votes of the Members present.

Section 8. Quorum. Except as otherwise provided inthese By-Laws, the presence, in person or by proxy, of one-quarter (1/4) of thepersons entitled to vote shall constitute a quorum.

Section 9. Proxies. Votes may be cast by proxy.Proxies must be filed in writing with the Secretary at least five (5) daysprior to the appointed time of each meeting.

Article VI

Affiliation

The AAF-NI shall affiliate with the American AdvertisingFederation (AAF). AAF-NI will be an active Member of this national Federationthrough participation and payment of dues and assessments. The Board willencourage Members to participate in AAF activities.

Article VII

Board of Directors

Section 1. Number and Qualifications. The Membersshall administer and manage the affairs of the Federation-all power andauthority of which shall be exercised through the Board of Directors. The Boardof Directors shall consist of 7 persons elected by the Members. The termof office will run from June 1 to May 31, to coincide with the AAF NationalConvention. The Board of Directors shall also include the immediate PastPresident of the Federation. In order to be qualified to be elected to theBoard of Directors, a candidate must be a current member, individual orcorporate.

Section 2. Powers and Duties. The Board of Directorsshall pass upon the eligibility of applicants for Membership, hear allgrievances, authorize and audit all expenditures and approve all appointmentsto committees. The Board shall review and approve an annual budget within thefirst month after new officers are seated, including itemized ADDYexpenditures.

Section 3. Election and Term of Office. The Board ofDirectors shall appoint, at least 60 days before the annual meeting, a NominatingCommittee of at least three active Members, none of whom shall be Members ofthe Board with the immediate Past President as Chair. The Nominating Committeeshall prepare a slate of nominees for presentation to the Board at least fourweeks prior to the annual meeting. All nominees must consent to theirnomination. The Board shall communicate the slate of nominees to theMembership, and make available absentee ballots to those who cannot attend theannual meeting and vote in person.

At the annual meeting, paid Members shall vote by secretballot to accept or reject the slate. If the slate is rejected, then Membersmay make nominations from the floor, at which point the slated Board Membersand the persons nominated from the floor may each make a brief presentation tothe Membership. At the conclusion of these presentations, the Membership shallselect the Board by secret ballot. The slate of Directors shall be elected by amajority of the Members. The Directors shall serve a term of one (1) year.

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

Section 5. Removal of Directors. A Director may beremoved at any regular or special meeting of the Members duly called for thatpurpose and may be removed with or without cause, by three-fourths (3/4) voteof all the Members present at any such meeting; and a successor may then andthere be elected to fill the vacancy thus created. Any Director whose removalhas been proposed by any Members shall be given an opportunity to be heard inthe meeting and shall be afforded the right to have the vote on his/her removaladjourned to a new date not fewer than seven (7) nor more than ten (10), daysfrom the date of the meeting at which the removal is proposed. Any Board Membermay be subject to termination, by the Board of Directors, due to chronicabsenteeism from meetings, lack of communication to the Board and/oruncompleted Director's duties. Chronic absenteeism shall be defined asnonattendance at two Board Meetings or three consecutive monthly meetings or50% of meetings over a period of six months.

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

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

1. Proof of notice of meeting, or waiver of notice;
2. Reading of minutes of preceding meeting;
3. Approval of agenda;
4. Reports of officers;
5. District/National report;
6. Old Business;
7. Other business; and
8. Date of next meeting.

Section 8. Special Meetings. The President may callspecial meetings of the Board of Directors, or any two (2) Members of the Boardof Directors on three (3) days' notice to each Director, given personally, bymail, e-mail or by telephone, which notice shall state the time, place andpurpose of the meeting.

Section 9. Waiver of Notice. Before, or at anymeeting of the Board of Directors, any Director may, in writing, waive noticeof such meeting, and such waiver shall be deemed equivalent to the giving ofsuch notice. Attendance by a Director at any meeting of the Board shall be awaiver of notice by him/her of the place thereof. If all the directors arepresent at any meeting of the Board, no notice shall be required, and anybusiness may be transacted at such meeting.

Section 10. Quorum. At all meetings of the Board ofdirectors, a majority of the Directors shall constitute a quorum for thetransaction 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 ofDirectors. If, at any meeting of the Board of Directors, there shall be lessthan a quorum present, the majority of those present must adjourn the meetingto another time. At any such readjourned meeting, any business, which mighthave been transacted at the meeting as originally called, may be transactedwithout further notice.

Section 11. Committees. The Board of Directors shallselect, from time to time, Members to serve on committees. These committeeswill report regularly to the Board of Directors and may consist of thefollowing:

1. Executive. To meet and discuss strategic objectives for the organization which include the president, president-elect, secretary and treasurer positions.
2. Membership. To secure additional Members and foster involvement of all Members.
3. Program. To arrange programs for all Federation meetings and special events, and to supervise and promote special events of the Federation.
4. Communications To promote the activities of the Federation through media releases, special promotions and outreach to the communities in North Central Indiana; to publish the Federation's newsletters, notify Members of Federation activities and keep the Membership informed of special events; and/or to design marketing materials, logos and all creative pieces needed to promote the Federation's activities and special events.
5. ADDY/Fundraising. To plan, organize and conduct special events to generate funds necessary to carry out the activities of the Federation and to plan, promote and carry out the annual competition and awards program, the ADDYs, based on guidelines provided by the national American Advertising Federation.
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 advertising, marketing, communication and the media.
7. Education. To promote and encourage the education of students in advertising, marketing, public relations or related fields.

No committee shall have the authority without the priorapproval of the Board of Directors to commit the Federation on matters ofpolicy or to create financial obligations. All committee plans and actionsshall be subject to the approval of the Board of Directors.

Article VIII

Officers

Section 1. Designation. The principal officers of theFederation shall be a President, President-Elect, Secretary and Treasurer, asvoted upon by the Members.

Section 2. Voting. Voting directors of AAF-NI shallconsist of the following: President, President-Elect, Secretary, Treasurer, CommunicationDirector, Program Director, Membership Director, and ADDY Directors. ThePast-President will serve as an ex-officio Member of the Board of Directors.The Past-President does not have voting rights, except to break a tie vote. Inaddition, the Board of Directors may also designate co-chairs and committeeMembers, as recommended by the President.

Section 3. Election of Officers. The officers of theFederation shall be elected annually by the Membership at the annual businessmeeting.

Section 4. Removal of Officers. Upon an affirmativevote of a majority of the Members of the Board of Directors, any officer may beremoved, with or without cause and his successor elected at any regular meetingof the Board of Directors, or at any special meeting of the Board called forsuch purpose.

Section 5. Good Standing. To preserve qualityleadership in AAF-NI, anyone who is nominated for a Board position must meetthe following criteria: the nominee must have paid annual dues and must be anactive AAF-NI Member. An active Member shall be defined as attending generalMembership meetings on a regular basis, missing no more than three meetingsduring the Membership year. A majority of the Board of Directors may determineany exception to these criteria on a case-by-case basis.

Section 6. Replacement of Officers. In the event aMember of the Board is unable to fulfill his or her duties or becomes inactive,the President may select a replacement to serve in the position until the nextannual election. The Board of Directors must approve the President's selectionprior to the replacement taking office. Inactive shall be defined as but notlimited to the following criteria: misses more than two Board meetings or threegeneral Membership meetings during the current year and/or fails to pay dues.

Section 7. President. The President shall be theChief Executive Officer of the Federation. The President shall preside at allmeetings of the Federation and of the Board of Directors. The President shallhave all the general powers and duties that are usually vested in the office ofthe President of a corporation, including, but not limited to, the power toappoint, along with the concurrence of the Board of Directors, all committeechairs. The President shall also act as a liaison with the regional districtand the national American Advertising Federation, submitting all requiredreports to the AAF district representative. The President will serve as thedelegate to all AAF meetings and submit all reports to the AAF districtrepresentative. The President will implement committees as necessary for thesmooth operation of the Federation. The President shall be an ex-officio Memberof all committees.

Section 8. President-Elect. The President-Elect shallperform all duties incumbent upon the President during the absence ordisability of the President and perform such other duties as the Board ofDirectors may prescribe. The President-Elect shall become President in thefollowing year with the concurrence of the Board of Directors and Membership.He/she shall oversee two annual community service projects, as determined bythe Board of Directors. The President-Elect will also serve as a delegate toAAF.

Section 9. Secretary. The Secretary certifies theminutes of all meetings of the Board of Directors and the minutes of allmeetings of the Federation. The Secretary shall have charge of such books andpapers as the Board of Directors may direct; and the Secretary shall, ingeneral, perform the duties incident to the office of Secretary. The Secretaryshall be responsible for recording and reporting the minutes of each Board ofDirectors meeting and providing those minutes to the President within two weeksof said meeting. The Secretary shall be responsible for finding another BoardMember to act as a temporary Secretary in the event that the Secretary isunable to attend any meeting. The Secretary shall be responsible for publishingthe monthly minutes on the AAF-NI website. The Secretary shall perform theduties and exercise the power of the President during Board of Directors orgeneral Membership meetings in the absence of the President andPresident-Elect. The secretary shall serve as a delegate to AAF.

Section 10. Treasurer. The Treasurer shall haveresponsibility for the Federation's funds and securities and shall beresponsible for keeping full and accurate accounts of all receipts anddisbursements in books belonging to the Federation. The Treasurer shall beresponsible for the deposit of all monies and other valuable effects in thename, and to the credit, of the Federation in such depositories as may, fromtime to time, be designated by the Board of Directors. All disbursements ofFederation funds shall require the signature of the Treasurer and either thePresident or President-Elect. The Treasurer shall present a financial statementat all regular meetings of the Board of Directors and at the annual meeting ofthe Members. The Treasurer shall be responsible for retrieving mail from the AAF-NIpost office box. The Treasurer shall oversee all purchases made by Officers.He/she will also photocopy Member checks and distribute copies to theMembership Chair and Secretary; maintain checking, savings and other bankaccounts; devise and record budget transaction sheets for all reimbursedexpenditures; enforce $50 spending limit per Board Member per year for AAF-NI-related out-of-pocket expenses; and preside over the registration table at allfunctions to accept lunch fees and dues. Additionally, the Treasurer shallperform the duties and exercise the power of the President, President-Elect andSecretary in their absence.

Section 11. Program Director. The Program Directorshall be responsible for researching topics for meetings and securing speakersfor all general Membership meetings. The Board of Directors shall determine thetopics and select the speakers with consideration given to the generalMembership through surveys and Member requests. The Program Director shallconduct a program-oriented Membership survey before the July meeting for theupcoming year. From the survey results, they will develop programming inadvance for the entire following year. The plan shall include the yearlymeeting schedule, dates and locations. The Program Director will also procure adescription of the speaker's program, a photograph and a bio for thePresident-Elect and Secretary for their respective publicationresponsibilities. The Program Co-Directors shall oversee the Program Committee.

Section 12. Membership Director. The MembershipDirector shall be responsible for the acquisition of new Members and theretention of existing Members. This will include but not be limited tocorresponding with each guest who attends a general Membership meeting; sendingMembership information to prospective Members; and sending all miscellaneousnotices to Members or prospects, as needed. The Membership Director willmaintain a complete and timely Membership roster at all times, maintaining theMember database and the database used for mailing newsletters and potentialMember information, making address changes as soon as possible. The MembershipDirector will provide the new year's Membership roster to the Secretary forpublication. The Membership Director will provide a Membership update at eachBoard of Directors meeting. They shall be responsible for maintaining andupdating the Membership directory in whatever form that the Board determines.The Membership Director shall provide copies to the general Membership no laterthan March 1 and to others in the community with Board approval. The MembershipDirector will oversee the Membership Committee.

Section 13. ADDY/Fundraising Director. TheDevelopment Directors shall be responsible for the annual ADDY awardcompetition and the ADDY awards banquet, plus securing financial sponsorshipsfor each AAF-NI function and chairing other specific fund-raising events orcommittees as deemed by the President. The Development Co-Directors will chairthe Development and ADDY committees.

Section 14. Communication Director. The CommunicationDirector shall be responsible for the web site and its up-keep includingchanges, design, enhancements and serve as organization photographer at allmeetings and events. The Communications Director will also be responsible formaintaining a strong social media presence as determined by the Board ofDirectors.

Section 15. Past President. The immediate PastPresident will serve as an ex-officio Board Member for one year immediatelyfollowing presidency. The Past President will manage the previous year's PublicService Campaign. The Past President will advise the current President, performspecial assignments as directed by the President, and assist in a smoothtransition for the new President and the Board of Directors. The Past Presidentwill preside over the Board of Governors and the Nominating Committee.

Article IX

Annual Budget

Section 1. Budget Plan. The Board of Directors shallcreate and approve an annual budget. Decisions of the Board shall be binding.The Board shall assist each Board Member in developing a set budget based onthe Board Member's duties and needs. No Board Member may exceed spending limitsset in the annual budget, unless voted upon by the Board. The Board ofDirectors has the power to forbid payment of any expense pertaining to anunauthorized purchase.

Section 2. Dues. The Board of Directors willdetermine the annual Membership dues before the August meeting. The Board shallpresent to the Membership the annual budget and the annual dues rate at themeeting in September.

Article X

Amendments to By-Laws

The Members at any regular Membership meeting may amend theBy-Laws or at any special meeting called for such purposes. However, noamendment shall take effect unless approved by a majority of the Members of theFederation.

Article XI

Initiation and Amendments to the By-Laws

Section 1. Effective Date. These bylaws shall becomeeffective upon approval of the Board of Directors serving during the 2009-2010termfrom June 1, 2009 to May 31, 2010. They shall supersede any previous written orverbal rules.

Section 2. Approval. The Board of Directors may amendthese by-laws with the general Membership's approval, provided a quorum exists.

Adopted on December 15, 2009 by American AdvertisingFederation – Northern Illinois Board of Directors: Doug Burton,President; Roger  Peterson,Past-President; Kathy Velasco, Treasurer; Chris Kelley, Program Director; MikeWilhelmi, Program Co-Director; David Griffith, Communication Director; LoriWallace, ADDY Chair.

Adopted on December 15, 2009 by the Members of the AAF-NorthernIllinois.