CONSTITUTION AND BY-LAWS
FOR
AMERICAN ADVERTISING FEDERATION OF NORTHEAST TENNESSEE, INC.
Formerly
TRI-CITY METRO ADVERTISING FEDERATION, INC.
(APPROVED 4/29/08)
Article I – Name
This organization shall be known as the American Advertising Federation of Northeast Tennessee (AAFNET) (a Tennessee corporation) and shall be affiliated with the AMERICAN ADVERTISING FEDERATION and AAF District 7.
Article II – Purpose
The purpose of this organization shall be to provide and promote a better understanding of the functions of advertising and of its values; to apply the skills creativity and energy of the advertising industry in public service projects; to advance the standards of area advertising through a voluntary program of self regulation; to promote the discussion, expression, development and free expression of ideas; to expand recognition of advertising as a profitable business tool, and to work toward higher standards of ethics and good taste in advertising.
Article III – Membership
There shall be four categories of membership; Active Membership, Associate (Partial) Membership, Corporate Membership and Lifetime Membership.
Section 1. Active – Persons in good standing in the community who are engaged in the buying, selling or creating of advertising, publicity or public relations or who are connected with a business closely related to advertising, including art, design and photography. These members have the privilege and right to hold office in the AAFNET and to vote on business brought before the Federation.
Section 2. Associate (Partial) – Persons with the same qualifications are those required for Active Membership. Associate Members shall have all the privileges of Active Members except the right to hold office and to vote.
Section 3. Corporate – A group can effect substantial savings in annual dues by naming selected members for full membership and additional employees who regularly attend meetings. Corporate membership is applied for and acted upon by the Board of Directors, as are all other categories.
Section 4. Lifetime – Persons who, in the opinion of the Federation, have given distinguished service in the field of advertising and have been recognized for that service by being awarded the AAF Silver Medal Award. A call for nominations will be issued to club members and advertising professionals at the discretion of the AAFNET Board of Directors. The board may elect an honorary member/recipient from that slate of nominees. The AAFNET board reserves the right to elect honorary members periodically, but no more than annually. These persons become non-paying lifetime members of the AAFNET and shall enjoy all the privileges of the Active Members except the right to vote and hold office. The Federation bears the cost of meals at club meetings for these members.
Section 5. New members in all classifications, Section 1-4, shall be elected by the Board of Directors. An application for membership must be submitted to and approved by the AAFNET Board of Directors. Remittance of annual membership fee must accompany approved membership application.
Article IV – Initiation Fees and Dues
Section 1. Membership dues structure shall be set by the AAFNET Board of Directors at the first meeting following annual Board selection, and are payable annually, due on the first day of the approved membership application and good for the period of one year from that same date.
Section 2. Dues for Active Membership shall be $240.00 per year per member, payable annually. This membership option includes club meetings with speakers, meals at club meetings, local ADDY awards entry fee discount, ADDY award winner’s entries automatically forwarded to District VII competition at no charge and membership affiliation fees for the American Advertising Federation. An active member may designate an associate to attend a meeting in his stead (without voting privileges).
Section 3. Dues for Associate (Partial) Membership shall be $155.00 per year per member. This membership option includes local ADDY awards entry fee discount, ADDY award winner’s entries automatically forwarded to District VII competition at no charge and membership affiliation fees for the American Advertising Federation. Associate members pay for each meal at club meetings at the prevailing rate. This payment is made to the Treasurer at the time of each meeting; cost of meals cannot be billed to individuals or corporation. Associate Members do not have the right to vote or hold office in the AAFNET.
Section 4. Dues to Corporate Membership shall be $240.00 per person for the first member and $215.00 per person for each additional member. This membership option includes club meetings with speakers, meals at club meetings, local ADDY awards entry fee discount, ADDY award winner’s entries automatically forwarded to District VII competition at no charge and membership affiliation fees for the American Advertising Federation.
Section 5. Lifetime Members shall not be required to pay annual dues. AAF and 7th District affiliation fees as well as lunch expenses at club meetings are covered by the Federation.
Section 6. Transferees from other AAF clubs shall have their status for annual dues with the previous club reviewed and shall be billed for the remainder of the year based on the AAFNET annual dues structure. (See Article 3, Section 1.)
Section 7. Any member of the club whose dues have been in arrears for thirty days shall be so notified by the treasurer, citing the provision of this section. If such arrears are not paid within thirty days after notification, the delinquent member shall be notified again and granted thirty days grace. At the end of this period, the delinquent member shall forfeit membership. Only members whose dues are paid up shall be entitled to vote on AAFET business.
Section 8. The Board of Directors may at any time set an initiation fee.
Article V – Board of Directors and Officers
Section 1. The management of the affairs of this club shall be vested in the Board of Directors.
Section 2. The Board of Directors shall consist of no more than 16 members, including Officers and Committee Chairpersons elected or appointed annually under the provisions of Section 3 of this article.
Section 3. Officers shall consist of a president, president-elect, secretary and treasurer. Any active member in good standing shall be eligible for election/appointment as an officer. These officers shall be elected/appointed for a term of one year and shall serve until they are re-elected/appointed or their successors are elected or appointed.
Section 4. Committee Chairpersons shall consist of ADDY Chair/Co-Chair, Public Service Chair, Membership Chair, Education Chair, Interactive/Website Chair, Program Chair, and Fundraising Chair. Committee Chairs shall be elected or appointed annually for a term of one year and shall serve until they are re-elected/re-appointed or their successors are elected or appointed.
Section 5. Other members of the Board of Directors may include (but are not limited to): club members in good standing; any club member serving as an officer or coordinator of the 7th Deep South District AAF of the National Headquarters of the American Advertising Federation; Immediate Past President.
Section 6. In the event of the death or resignation of any officer or director, the Board of Directors shall elect a successor who shall take office immediately and serve until re-election or a successor is elected or appointed.
Section 7. The Immediate Past President shall be a member ex-officio of the Board of Directors.
Section 8. The Board of Directors may, at its discretion, employ a paid Executive Director and/or Executive Secretary whose duties and compensations shall be as defined by the Board of Directors. The Board of Directors shall be empowered to employ such additional staff as may be required.
Section 9. 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, mailed to each of the members of the board at least five days before the called meeting. Notification may also be made via phone or electronic mail at least 3 days prior to the called meting. Special meetings may also be called by the secretary upon written notice to him, 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 10. All Officers and Directors are expected to attend all regularly scheduled Board meetings. Three consecutive absences by an individual board member from regularly schedule meetings of the Board of Directors shall be reported to the membership for action.
Article VI – Duties of Officers and Directors
Section 1. The president shall be the chief executive officer of the Federation and the Board of Directors. The president shall preside over all meetings of the club and of the Board of Directors. He/She shall be ex-officio member of all committees except the Nominating Committee. The president shall appoint all committee chairpersons with the exception of the Nominating Committee, such appointment to be subject to the approval of the Board of Directors to be legal and binding which must have prior approval of the Board of Directors to be legal and binding. The president shall have the right to retain the current secretary for the Federation or to appoint a new secretary for his/her term of office. The president shall act as liaison between the national AAF and the AAFNET, keeping the club informed about the aims and activities of the parent organization at all times.
Section 2. 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.
Section 3. The secretary shall conduct the correspondence of the club under the direction of the Board of Directors and/or the president; send out notices; maintain all AAFNET files and the AAFNET mailing list. Under the direction of the president, he or she shall have charge of the clerical work of the club. The secretary shall hold office until which time as he/she resigns the position or a new Federation secretary is elected or appointed by the president or Board of Directors.
Section 4. The treasurer shall receive and deposit in the name of the club, in a bank or trust company selected by the Board of Directors, all club monies. He/She will also issue receipts, make all authorized disbursements and provide a monthly and/or quarterly treasurer’s report to the AAFNET president. At each Annual Meeting he/she shall render an itemized statement of the financial condition and the receipts and disbursements of the club for the current fiscal year. The treasurer shall be bonded for an amount to be determined by the Board of Directors.
Section 5. The Board of Directors shall have charge of the general management of the Federation and shall pass upon the eligibility of applicants for membership, hear all grievances, authorize and audit all expenditures and approval of all appointments.
Section 6. The president or a duly appointed representative may represent the club at the official functions of the American Advertising Federation and those of the Seventh District AAF. All or part of the expenses of attending these functions may, at the approval of the Board of Directors, be paid by the Federation.
Article VII – Committees
Section 1. The president, with the approval of the Board of Directors, shall appoint the following standing committees (except as provided in Article V, Sections 3 and 4), and the chairpersons of each, and shall assign a member of the Board of Directors as additional ex-officio member of each committee. All standing committees shall serve for one year or until their successors are appointed. Briefly, the responsibilities of each committee are as follows:
Membership – To maintain current membership, secure/recruit additional members, and process membership applications and to present new members to the club.
Program – To arrange programs for all club meetings. To promote attendance at club meetings; to arrange for all meetings including location and collection of monies, reservation of members and non-members and shall maintain a record of attendance at all meetings. Shall give a report to the president of the AAFNET after each meeting of the number in attendance and brief description of the program.
Publicity – To secure desirable publicity and otherwise to promote the prestige and standing of the club in the community.
Education – To plan and execute educational projects for the club, including (under the supervision of the Board of Directors) the scholarship awards program. To encourage contact and be a liaison between area college professors and students in the marketing, advertising and public relations departments of the respective schools.
Legislative – To study and report to the Board of Directors any proposed city, state or national legislation affecting advertising in any of its forms, and to recommend action by the club if deemed desirable.
Fundraising – To organize and implement activities under the supervision of the Board of Directors that will raise money for the Federation budget and projects.
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 advertising and public service as approved by the Board of Directors.
Silver Medal Committee – To plan and implement the nominating and election of a recipient of the AAF Silver Medal Award.
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 club, and shall name the chairperson of each.
Section 3. 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.
Section 4. The president shall be an ex-officio member of all committees.
Article VIII – Meetings
Section 1. At least (6) club meetings will be held each year in or near an East Tennessee city. Written notice will be sent by mail or email at least two (2) weeks prior to the date to each Federation member, giving date, hour and place of meeting as determined by the Board of Directors.
Section 2. 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 of the time, place and purpose of the meeting.
Section 3. An annual meeting of the AAFNET will be held in May of each year on a date selected by the Board of Directors.
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. One-third 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. Election shall be held at the Annual Meeting and shall be by secret ballot. Only members in good standing (dues paid) may be nominated for office or be allowed to vote.
Section 2. The Board of Directors shall appoint, at least forty-five (45) days before the Annual Meeting, a Nominating Committee of five (5) members in good standing; a majority of which must not be members of the Board of Directors.
Section 3. The Nominating Committee shall prepare a slate of nominees. No candidate shall be proposed for office unless his/her consent to serve has been secured. The committee shall report these nominations by mail or email to all members at least thirty (30) days prior to election.
Section 4. Additional nominations may be made by written petition signed by at least ten (10) active members provided all such additions shall be in the hands of the Nominating Committee at least fifteen (15) days prior to the Annual Meeting.
Section 5. Not later than ten (10) 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. The Secretary shall mail or email the final ballot to only those members in good standing. Each member shall mark his/her ballot and return in an envelope bearing his/her return name and address, and mail to the Chairman of the Nominating Committee as will be listed on the Ballot.
Section 6. 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 tellers, appointed by the Board of Directors. The tellers may not be candidates for election. The Chairman shall open the envelopes in the presence of the tellers and the tellers shall tally the votes. A written report shall be given immediately to the President, who shall announce the results of the election and declare the officers and directors elected.
Section 7. A majority vote is required to elect officers. A plurality vote is required to elect directors. In the case of a tie vote for the Board of Directors, the election shall be decided by lot.
Section 8. In the event that no nominations are made, the Board of Directors may appoint volunteers to fill the Federation Offices and Board of Directors positions.