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Constitution and By-Laws

Adopted September 30, 2010

Article I. Name

Effective January 1, 2011, the organization shall be known as AAF-Dayton, Inc., hereinafter referred to as the Corporation.

Article II. Non-Profit

This shall be a non-profit Ohio corporation, a 501 (c) (6) IRS tax status, and shall have no capital stocks. It shall be supported and maintained by membership subscription, plus benefactions and endowments as the Board determines to sustain the continuing performance and welfare of the organization.

Article III. Purposes

The Corporation’s purpose is to encourage the public recognition of advertising as a profession. As such, it shall be dedicated to the following:

a) To strive for the betterment of advertising in all areas affecting the advancement and general welfare of the business and its service to the public.
b) To protect advertising from legislation and regulation which could over regulate and unduly restrain advertising and which would be harmful to the advertising industry.
c) To establish and promote industry self regulation by the practitioners of advertising.
d) To develop a better understanding of the role and benefits of advertising among governmental authorities, the consuming public, and in schools and universities, and to encourage and assist the best students to enter advertising as a career.
e) To recognize excellence and promote higher standards in advertising.
f) To assist and promote public service causes.
g) To offer programs to promote fellowship, communication, career enhancement, and education among members of the advertising industry.

Article IV. Membership

Section 1. Membership shall be open to all persons and/or organizations of good standing that buy, sell, or create advertising, marketing, or public relations; that support the code of ethics, rules, standards, and objectives of the Corporation.

Section 2. Categories of membership may be established by the Board and may include, but is not limited to individual, corporate, active, associate, life, honorary, and/or categories as the Board may deem appropriate.

Section 3. Membership becomes active upon payment of dues and approval of the membership application by the Board. Once approved and accepted as a member, the member agrees to comply with and adhere to the membership standards, code of ethics and the Corporation’s policies and guidelines, as well as prevailing national, state and local laws.

Section 4. Any membership may be revoked by the Board if the member fails to comply with the above provision and the ethics committee has duly followed its procedures in handling the complaint or grievance about the member.

Article V. Dues

Section 1. The membership dues shall be set by the Board and reviewed annually.

Section 2. The dues are payable and renew annually on the anniversary date. Non payment of dues is in effect resigning from the Corporation. Membership is canceled and voided 30 days after annual dues are not paid.

Article VI. Board Members and Officers

Section 1. The affairs of the Corporation shall be vested in the Board. The Board shall have charge of the general management, approve all applications for membership, hear all grievances, approve an annual budget, set policies and approve all non-elected appointments.

Section 2. The Board shall include the following: Twelve voting members elected by the general membership. The Board members shall then elect the President, Vice President and Treasurer from the Board. The balance of the voting members shall be six At-Large and three Past Presidents. The Board hires the Executive Director

Section 2A. The President shall be authorized to appoint non-voting special appointees to the Board for a one year term. Said appointees shall be presented to the Board and must be approved by a majority of the voting Board members.

Section 2B. Standing non-voting special appointee positions shall be filled by the President of Dayton Creative Syndicate and the CEO of the Better Business Bureau

Section 3. Upon election by the Board, the term of office of the President, Vice President, and Treasurer shall each be two years. Following a President’s two year term, the President may serve at least two years as a Past President. A Board member may hold a subsequent term if duly nominated and elected and within the parameters of term limits. The term of the Executive Director shall be one year. The Executive Director may continue to serve subsequent terms, upon approval by the Board. Any member in good standing shall be eligible for nomination as an officer or Board member.

Section 4A. The term of office for a Board member shall be two years. Three Board members shall be elected each year. An incumbent Board member is eligible to run two times for re-election, subject to the affirmation of the nominating committee. Following three two-year terms, a Board member may not run for re-election until one year has passed. The Board member may then notify the nominating committee in relation to running again and may do so subject to its affirmation.

To the extent of implementing the above changes, a one time special election shall be held to affirm the current Board. Following said election, the time of term and limits shall go into effect.

Section 4B. Three consecutive absences from regularly scheduled meetings of the Board by an elected Board member shall constitute an automatic resignation by that member from the Board.

Section 4C. The future security and continued success of the Corporation rests in the wisdom exercised by the nominating committee which is appointed by the president. The nominating committee shall submit a slate of candidates to the Board. The slate of candidates is then presented to the membership for vote.

Section 5. In the event an officer or Board member is unable to complete an elected term of office, the following succession is prescribed:

a) the President shall be succeeded by the Vice President. In the event that the Vice President does not feel prepared to assume the office of President, the remainder of the President’s term shall be filled by a Past President.

b) the Vice President shall be succeeded by a Board member recommended by the nominating committee and approved by two-thirds vote of the Board. The new Vice President shall fill the remainder of the Vice President’s term and move forward to become President.

c) a Board member shall be succeeded by a member, recommended by the nominating committee and approved by a two-thirds vote of the Board

d) the Treasurer shall be succeeded by a qualified member, selected and approved by a two-thirds vote of the Board
It shall be understood that successions or appointments will be valid until the term of the subject office expires. A subsequent term in office will be subject to regular election rules. Fulfilling an unexpired term shall not be charged against the one- or two-year term in office rule.

Article VII. Duties of the Board

Section 1. The President shall be responsible for conducting business of the Corporation, in keeping with regulations prescribed by the Constitution and other considerations dictated by changing times.

Section 2. The President shall appoint standing operating committees and members to chair each committee. Committee appointments shall be announced annually, accompanied by objectives and obligations related to each committee. A chair is able to select committee members and is obligated to provide progress reports to the Board.

Section 3. The President shall be authorized to appoint temporary committees to assist in expediting the affairs of the Corporation and select qualified members to chair them.

Section 4. To sustain operating continuity of the Corporation, and to assist the officers and Board in conducting appropriate administrative services and related duties, the Board may hire an Executive Director to discharge such obligations. The obligations of the Executive Director shall be listed in a job description which shall be reviewed annually by the Executive Director and the Executive Committee. Upon mutual agreement of job description, said job description will be voted on by the Board. The Executive Committee shall consist of the President, Vice President, immediate Past President, and Treasurer.

Section 5. It will be the responsibility of the Treasurer to accept and deposit all moneys or funds related to the Corporation. Selection of the official depositories and accounts will be the responsibility of the Board. The Treasurer will also maintain an auditable set of bookkeeping records; issue receipts for funds received; pay authorized obligations promptly to protect the credit status of the Corporation; issue current, monthly financial reports for the approval of the Board. Also, within 60 days after the conclusion of the fiscal year, the Treasurer will present a financial report, balance sheet and general ledger for the purpose of a CPA audit and preparation of tax reports. There shall be an annual review of the organization’s finances by a qualified outside professional. The Treasurer shall also accept the counsel and assistance from the Executive Director and the Board to satisfy the needs of changing economic conditions and specific projects of the organization. The Treasurer and Executive Director shall be bonded in an amount to be specified by/and subject to approval of the Board.

Article VIII. Meetings

Section 1. The Corporation’s annual meeting and election shall be held in the month of April or earlier. An earlier date shall be subject to the decision of the Board and notification to the membership. Said election may be held via e-mail or mail.

Section 2. Seven regular membership meetings shall be held September through May. Exceptions and locations will be determined by the Board.

Section 3. Special meetings of the membership may be called by the President or upon a two-thirds majority vote of the Board, or at the written request by any 25 members in good standing, submitted to any officer.

Section 4. Notice of monthly, special and annual meetings shall be mailed or emailed two (2) weeks in advance to assure reasonable delivery prior to such meetings.

Article IX. Quorum

Section 1. Twenty-five percent of the active members in good standing shall constitute a quorum for the transaction of business at any regular, annual or special meeting.

Section 2. Seven members of the voting Board shall constitute a quorum for a Board meeting. A written proxy does not count toward a quorum. A written proxy by a Board member shall be presented to the President at least 24 hours prior to the meeting in order to be counted.

Section 3. Approval of an issue by the membership or Board shall be considered valid upon the affirmative vote of a simple majority providing a quorum is present except as noted otherwise herein.

Article X. Fiscal Year

The fiscal year of the Corporation is July 1 through June 30.

Article XI. Corporate Obligations

Section 1. All obligations incurred by the Corporation shall be the Corporation’s sole responsibility. No personal liability, individually or collectively, whatsoever shall be attached or incurred by any member, officer or Board member, by reason of such corporate action.

Section 2. This organization shall carry liability insurance in the amount of at least one million dollars ($1,000,000).

Article XII. Indemnification

Section 1. The membership as such shall not at any time be personally liable to the Board members or officers; and Board members and officers shall not at any time be liable by reason of anything done or omitted by their fellow Board members.

Section 2. The Corporation shall indemnify each of its officers and Board members against expenses actually and necessarily incurred by them in connection with the defense or settlement of any action, suit or proceeding in which they are made parties, by reason of being or having been an officers or Board member, except in relations to matters as to which any such officer or Board member shall be adjudged in such action, suite or proceeding to be liable for willful misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability. Such right of indemnification shall not be deemed exclusive of any right or rights, to which they may be entitled under any other regulations, agreement or otherwise.

Article XIII. Amendments

Section 1. Amendments to these Bylaws may be recommended in writing and signed by at least 25 members in good standing and delivered to the President thirty (30) days in advance of a regularly scheduled membership meeting. A copy thereof must be presented to the Board before presentation to the membership. Presentation of an amendment proposal shall be placed before the general membership ten days prior to the regular membership meeting in which the vote is to be taken.

Section 2. A Bylaws amendment shall be approved by a favorable vote of a two-thirds majority of members present at the meeting, contingent upon a quorum being present.