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Our Constitution

CONSTITUTION - AUSTIN ADVERTISING FEDERATION

Revision Date: May 12, 2006 Adoption Date: June 15, 2006

ARTICLE I – Name

This organization shall be known as the Austin Advertising Federation and shall be affiliated with the national organization known as the American Advertising Federation.

ARTICLE II – Purposes

The purpose of this organization shall be to promote, preserve and protect the profession of advertising through education, communication and public service to the community. The organization shall aim to:

foster higher standards of practice in advertising and selling;
expand recognition of advertising as a profitable business tool;
cultivate a better understanding of the economic and social value of advertising to the consuming public; and,
promote advertising as a career.

ARTICLE III – Membership

There shall be three classes of membership: Active, Non-Resident, and Honorary:
Section 1. Active — Persons of good standing in the community who are engaged in buying, selling, or creating advertising, or who are connected with a business closely related to advertising.

Section 2. Non-Resident — Persons with the same qualifications as are required for active membership, whose business is located outside Austin’s natural trading zone. Non-resident members shall have all the privileges of active members except the right to hold office or to vote.

Section 3. Honorary — Persons who, in the opinion of the club, have given distinguished service in the field of advertising. Honorary members shall not be eligible to hold office or to vote.

Section 4. New members in the active and non-resident classification shall be elected by the Board of Directors. Each application for membership must be proposed by a member of the club in good standing.

Section 5. 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 club.

ARTICLE IV – Initiation Fees and Dues

Section 1. Initiation fees for both active and non-resident members shall be determined by the Board of Directors.

Section 2. Dues for active members shall be determined by the Board of Directors, shall be payable annually, and shall include the affiliation fees for the National and 10th District of the American Advertising Federation.

Section 3. Dues for non-resident members shall be determined by the Board of Directors.

Section 4. Honorary members shall not be required to pay initiation fees or dues, but are required to pay any applicable fees when attending meetings.

Section 5. The dues for newly elected members shall begin on the first day of the quarter nearest their election to membership.

Section 6. When membership dues are paid by a company for an employee, the membership can be transferred to another employee at the firm's discretion, without requirement of initiation fee payment.

Section 7. If a member whose dues have been paid by an employing company terminates employment with that firm, the firm may choose to reserve the membership for another firm employee or transfer the membership to the individual without an initiation fee. No transfer of the membership will be allowed without the express written consent of the firm involved.

Section 8. Any member of the club whose dues have been in arrears for thirty days shall be so notified by the Executive Director, citing the provision of this section. If such arrears are not paid within fifteen days after notification, their membership shall be forfeited. Only members whose dues are paid up shall be entitled to vote at club elections. After membership is forfeited, the initiation fee must be paid again for re-entry into the club.

ARTICLE V – Board of Directors and Officers

Section 1. The management of the business of this club shall be vested in the Board of Directors.

Section 2. The Board of Directors shall consist of seventeen directors and no more than thirteen associate directors elected by the active members at annual elections under the provisions of Article X. The Board of Directors shall also include the Immediate Past President.

Section 3. The term of office for directors shall be one or two years as determined by the Nominating Committee, subject to the approval of the membership through the election process.

Section 4. The Executive Committee shall consist of the President, five Vice Presidents and the Immediate Past President.

Section 4a. The secretary-treasurer position may be filled by one or two persons in any given year at the option of the membership upon recommendation of the Nominating Committee. The duties will be divided accordingly.

Section 5. In the event of the death or resignation of any officer or director, the President shall appoint a successor who shall take office immediately and serve until the next annual election, subject to approval by a majority of the Board of Directors.

Section 6. The Board of Directors may, at its discretion, pay an Executive Director, manager, or secretary-treasurer whose duties and compensation shall be defined by the Board of Directors.

Section 7. 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, announced to each of the members of the Board at least five days before the called meeting. Special meetings shall also be called by the Executive Director or secretary-treasurer after receiving written notice signed by at least four 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 8. If a member of the Board of Directors misses three consecutive regularly scheduled meetings, the member will automatically be removed as a member of the Board of Directors, but may be reinstated by a majority vote of the Board of Directors.

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;
preside over all meetings of the club and of the Board of Directors;
be an ex-officio member of all committees except the Nominating Committee;
appoint all committees, with the exception of the Nominating Committee and Auditing Committee;
sign all written contracts and obligations of the club along with the Executive Director or secretary-treasurer, which must have prior approval of the Board of Directors to be legal and binding; and,
act as liaison between the National and 10th District of the AAF and the club.

Section 2. The five Vice Presidents shall preside over five Divisions of Committees as outlined in Article VII. In the event of the absence, resignation, or disability of the President, the immediate order of succession among the Vice Presidents shall be the Vice President of Membership, followed by the Vice President of Programs, followed by the Vice President of Special Events, followed by the Vice President of Service, followed by the Vice President of Cultural Diversity.

Section 4. The Executive Director or Secretary-Treasurer shall record the minutes of all meetings of the club and of the Board of Directors, issue notices of meetings, keep all club records and perform all other duties customarily pertaining to the office. The Executive Director or secretary-treasurer shall also receive and deposit in the name of the club, in a bank or trust company selected by the Board of Directors, all club monies, issue receipts, make all authorized disbursements and at each Annual Meeting render an itemized statement, certified by the Auditing Committee, of the financial condition and the receipts and disbursements of the club for the current fiscal year. Auditing Committee shall be composed of three members appointed by the Board of Directors.

Section 5. The Board of Directors shall have charge of the general management of the club and shall pass upon the eligibility of applicants for membership, hear all grievances, authorize and audit all expenditures and approve all appointments.

Section 6. The President, any of the Vice Presidents and the Immediate Past President shall represent this organization at the Annual Convention of the American Advertising Federation, the AAF 10th District Convention, and 10th District Board meetings. The preceding is the priority order as to delegate representation. If additional delegates are authorized, based on membership, they will be appointed by the Board of Directors.

ARTICLE VII – Divisions and Committees

Section 1. The President and the Divisional Vice Presidents, with the approval of the Board of Directors, shall appoint the following standing committees and the chairman of each. All standing committees shall serve for one year or until their successors are appointed:

Membership Division

Programs Division

Special Events Division

Service Division

Cultural Diversity Division

Section 2. These committees shall be appointed by the Board of Directors at the first board meeting of the new term:

Nominating—To consist of five active members, not more than two of whom shall be members of the Board of Directors. Responsible for the selection of new board members as outlined above.

Auditing—To consist of three active members. Responsible for the active maintenance and overall accuracy of the club's financial records.

Section 3. 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 club, and shall name the chairman of each.

Section 4. No committee shall have the authority to commit the club 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 shall be the first regular meeting in June.

Section 2. The regular meeting of the club shall be held at such times and places as the Board of Directors may determine.

Section 3. Special meetings may be called by the President at the President's discretion and shall be called by the President upon written request by twenty-five percent of members in good standing.

Section 4. Notice of the Annual Meeting and of each special meeting shall be sent by the Executive Director to every active member of the club at his last known address at least one week prior to the date of such meeting.

Section 5. All meetings shall be conducted under Roberts Rules of Order.

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 club.

Section 2. Fifty percent 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. The Board of Directors shall appoint, at least sixty days before the date of the Annual Meeting, a Nominating Committee of five active members, not more than two of whom shall be members of the Board of Directors.

Section 2. In March of each year, the Nominating Committee shall prepare a slate of officers for the coming year, including any and all announced candidates for President and Vice President positions. The Nominating Committee shall report these candidates to the Board no later than thirty days prior to the Annual Meeting.

Section 3. The Executive Director shall announce the names of the candidates to all active members at least 25 days prior to the Annual Meeting.

Section 4. Additional nominations may be made by written petition signed by at least five active members and filed with the Executive Director at least 15 days prior to the Annual Meeting, who shall immediately announce such additional candidates to the entire membership.

Section 5. No candidate shall be proposed for office unless the candidate's consent to serve has been secured. Only active members, in good standing shall be eligible for election.

Section 6. Election shall be held at the Annual Meeting and shall be by secret ballot unless there is an unopposed slate of officers which may be elected by acclamation if desired.

Section 7. If necessary, the Board of Directors shall approve six election tellers, including no members of the Board or candidates for election, three of whom shall be appointed by the President and whose duty it shall be to count the ballots and announce the results of the election.

Section 8. New officers and Board members will begin their terms of office immediately upon election at the Annual Meeting.

ARTICLE XI – Amendments

Section 1. This Constitution may be amended by a two-thirds ballot vote of the active members present at any business meeting.

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

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