Bylaws of the Advertising Club of Fort Worth, doing business as American Advertising Federation - Fort Worth
(As approved May 18, 2011)
A nonprofit 501(c)(6) organization formed and existing under the laws of the State of Texas
ARTICLE I – PURPOSES AND POWERS
The purposes for which this organization is formed and powers it may exercise are those generally set forth in its Articles of Incorporation and those more specifically defined by these Bylaws.
The objectives of this organization shall be to elevate the ethical standards and practices of advertising; to foster the development of more effective advertising and marketing methods; to promote public understanding of, confidence in, and response to all legitimate advertising and marketing; to bring closer together the buyer and seller of advertising; to promote a spirit of common interest and good fellowship among those engaged in all branches of advertising; to aid in the civic development of Fort Worth and the Southwest; and to support the principles of organized advertising.
ARTICLE II – MEMBERSHIP
Section 1. Active Members. Active members shall be individuals who are engaged in the advertising/communications industry as a principal occupation and who are in good standing with AAF - Fort Worth. Active Members shall pay dues as set by the Board, and these dues shall include membership at the district and national levels of AAF as well as the local organization. There shall be two types of Active Members – Executive and Professional. The Board shall qualify each member.
A. Executive Members. Executive Members are those members whose dues include meals at regular monthly meetings and other items as set forth by the Board.
B. Professional Members. Professional members’ dues cover the cost of membership only, but qualify that member for member rates on meetings, meals, and other AAF - FW events.
Section 2. Educational members. Schools with an AAF Student Chapter are entitled to three Educational Memberships. Schools that do not have a Student AAF Chapter are entitled to one Educational Membership. To be eligible for this privilege, a professor must be a full-time instructor, sponsor of the student AAF Chapter, or sponsor of a National Student Advertising Competition team. Educational memberships are equivalent to Professional Memberships.
When the number of professors from a single school exceeds the number defined above, additional professors or educators may join the organization at half the current cost of a Professional membership.
Section 3. Honorary members. Honorary memberships may be awarded to those persons, whether organization members or not, who have rendered outstanding service to advertising and/or to the community, upon approval of the Board of Directors. These honorary members shall have the same status as holders of professional memberships in perpetuity, except that they will not be members at the district or national level.
Section 4. Life Members. Life memberships may be awarded to those organization members who have rendered outstanding service to the organization and have reached retirement age (normally 65), upon approval of the Board of Directors. These life members will be awarded a Professional membership in perpetuity, except that they will not be members at the district or national level.
Section 5. Transfer of Membership. All memberships shall be in the names of individuals; but where the dues of an active member are paid by a firm, this membership may be transferred to some other representative of the firm. Honorary and life memberships are not eligible for transfer.
Section 6. Diversity. In all deliberations and procedures, the Chapter will subscribe to a policy of nondiscrimination on the basis of race, creed, religion, disability, sex, age, color, national origin, or sexual or affectional preference.
Section 7. Suspension of Membership
A. Non-Payment of Dues. Any active member whose dues become 30 days delinquent shall be notified that his or her membership will be terminated. Board members shall also be notified when members are delinquent. After 30 days with no payment, the membership shall automatically be terminated, and the Secretary-Treasurer shall be responsible for notifying the member. Terminated members may regain membership only after payment of all delinquent amounts.
B. Other. Any member may be suspended if, in the opinion of the Board, he or she has conducted himself/herself in a manner not conducive to the purposes of the organization. Written charges must be signed by a member of the organization and a copy provided to the member so charged at least fifteen (15) days prior to a hearing held by the Board. Such dismissal requires a two-thirds (2/3) majority vote by the Board. Any suspended member may be reinstated by a majority vote of the Board of Directors.
ARTICLE III — GENERAL MEMBERSHIP MEETINGS
Section 1. Regular and Special Meetings. Regular meetings shall be held at a time and place designated by the Board of Directors. The Board shall also have the authority to schedule, consolidate or otherwise cancel meetings to accommodate holidays, special programming considerations and/or emergencies.
Section 2. Notice of Meetings. Notice of all meetings shall be sent to all members at least one week prior to its occurrence.
Section 3. Voting. All members as defined in Article II who are in good standing are eligible to vote. Voting shall be in person only.
Section 4. Quorum. All members present at any regular or special meeting of the general membership shall constitute a quorum.
Section 5. Parliamentary Authority The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the organization in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the organization may adopt.
ARTICLE IV – BOARD OF DIRECTORS AND OFFICERS
Section 1. Composition. The governing body of this organization shall be the Board of Directors, consisting of the President, the First Vice President, the Second Vice President, eight directors, a Secretary-Treasurer, and the chairman of the Past Presidents Council/Advisor to the President, and the Immediate Past-President. (No member of the board may hold more than one office at a time.)
The duties of the Board of Directors shall be those usually incumbent upon such a governing body, with special emphasis upon the promotion of the objectives of this club as defined in Article I of these Bylaws.
Section 2. Terms of Office, Method of Election or Appointment. The President, the First Vice President, and the Second Vice President shall be elected by the membership of the organization for a period of one year. Eight directors shall be elected for two-year terms, with four being elected each year. The Secretary-Treasurer shall be appointed by a vote of the board and serve a one-year term. The Past Presidents Council Chair/President Advisor shall be appointed by the President to serve one year. The Immediate Past-President shall automatically become a member of the board for one year.
Section 3. Meetings The Board of Directors shall hold regular meetings. Special meetings may be called by the President or by any three members of the board. All officers and directors shall be notified in advance of each regular or special meeting. Notice of any special meetings shall be given to all Board members at least five (5) days in advance.
Section 4. General Powers. The Board of Directors shall have the responsibility to manage and control the organization, its funds, and property, and shall make such rules and regulations for the organization which are consistent with the Articles of Incorporation and these bylaws. All activities and policy decisions of members, committees, and councils that may have an effect on the operation of the organization and the policies established by the Board shall be subject to review and approval by the Board upon its own initiative or in response to the request of a member. In reaching its decision on such matters, the Board shall afford all interested parties notice and an opportunity to present their views. The decision of the Board in such matters shall be final and binding.
Section 5. Quorum. A majority of the Board shall constitute a quorum.
Section 6. Vacancies. Any vacancy occurring among the Directors shall be filled in accordance with Article V, Section 6.
Section 7. Voting. The Executive Committee and Board of Directors may vote in person, by email, or by phone.
Section 8. Titles and Duties of Officers.
A. President: Shall be the chief elected officer of the organization and shall preside at all general membership, Board and Executive Committee meetings. The President shall approve all written contracts and obligations of the organization when directed to do so by the Board and shall perform such other duties as may be prescribed by the members in session or the Board. The President shall be an ex officio member of all committees.
B. First Vice President: Shall preside in the absence of the President and shall perform such duties as may be prescribed by the President with the approval of the Board. The First Vice President shall become President in the event of a vacancy in that office.
C. Second Vice President: Shall preside in the absence of the President and the First Vice President and perform such duties as designated by the President with the approval of the Board. The Second Vice President shall become First Vice President in the event of a vacancy in that office.
D. Secretary-Treasurer: Shall preside in the absence of the President, the First Vice President, and the Second Vice President. The Secretary-Treasurer shall be responsible for ensuring that notices of meetings and minutes of meetings are executed and distributed as appropriate. The Secretary-Treasurer shall also be responsible for all funds of the organization and shall make monthly reports to the Board as to the organization’s financial status The Secretary-Treasurer shall be a member in good standing who is appointed by the Board and shall serve a one-year term. The Secretary-Treasurer’s duties may be performed by a designated person upon approval of the Board.
E. Parliamentary Authority: The rule contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Board in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Board may adopt.
ARTICLE V – ELECTION OF OFFICERS OR DIRECTORS
Section 1. Nominating Committee. A nominating committee of five active members shall be appointed by the President at the regular board meeting in February of each year, with the approval of the Board of Directors. This committee shall be comprised of at least two past Presidents, two current board members and one other member who is in good standing. This committee shall report to the board at its March meeting a list of nominations for ratification.
The nominating committee shall prepare a slate carrying at least one name each for President, First Vice President, and Second Vice President, and at least one (1) name for each open director position. Ascension through officer chairs is the objective to ensure continuity in organization management but is not mandatory. The nominating committee shall also prepare a slate of at least one (1) nominee for each vacancy for Director from a suitable cross-section of the membership.
The Board of Directors by majority vote may instruct the nominating committee to withdraw the name(s) of any nominee(s) submitted for approval. In this event, the nominating committee shall be required to submit another name or names to the board for ratification. Nominating committee members are not eligible for election during the year in which they serve. Upon confirmation by the Board, the names of the nominees, as well as those on the nominating committee, shall be communicated to the membership.
At the regular organization meeting in March, the list of nominees shall be presented to the membership by the chairman of the nominating committee or by the presiding officer.
At the regular organization meeting in April, nominations from the floor are to be invited, and such nominations shall be added to the list prepared by the nominating committee, provided the nominee agrees to run and is a member in good standing. All nominations must meet established criteria and Bylaws.
Section 2. Nominees. Candidates must be members in good standing and have given their consent to serve prior to being nominated. To be eligible to serve as President, First Vice President, or Second Vice President, a member must have served as a director for at least six months. To be eligible for election to the board, a nominee must be a member in good standing prior to Election Day.
Section 3. Election. Ballots shall be prepared and distributed to members in good standing present at the regular organization meeting in May. Voting shall be in person only. With Board approval, the President shall appoint three (3) election tellers, none of whom shall be candidates for office. It shall be the duty of the tellers to tally the votes and certify the results of the election. The members receiving the largest number of votes for President, First Vice President, and Second Vice President shall be declared elected to those offices. The nominees for the board receiving the largest numbers of votes shall be declared elected to the board. The succeeding candidates shall be considered in descending order as replacements in case of vacancies.
The presiding officer shall ensure that the results of the election are recorded in the minutes of the next board meeting.
Section 4. Installation. Installation of Officers and Directors shall occur during the regular monthly meeting in June and shall be performed by a Past President, Past District Governor, member of the district’s executive committee, or AAF national officer or dignitary.
Section 5. Removal from Office. Any board member who is absent from two consecutive regular board meetings, unless by excused absence, may, at the discretion of the Board of Directors, be relieved of his or her office and duties. In addition, any board member who falls 60 days or more past due in the payment of dues shall be terminated from membership and shall, therefore, no longer be eligible to hold office.
Section 6. Filling of Vacancies. In the event of the death, resignation, suspension, or removal of any member of the Board of Directors, this body may declare the position vacant and elect a new member by a majority of those present at a regular board meeting, a quorum being present. Should a vacancy occur in the office of President, First Vice President, or Second Vice President, the officers currently in place will move up, leaving a vacancy in the Second Vice President role. This vacancy shall be filled by the board, which shall elect a new Second Vice President by a majority of those present at a regular board meeting, a quorum being present. In this case, the candidate for Second Vice President shall be a current or previous board member and a member in good standing.
ARTICLE VI – COMMITTEES
Section 1. Executive Committee. The Executive Committee shall consist of up to seven (7) members, including all Officers indicated in Article IV, Section 8, the Immediate Past-President, and the Presidents Council representative as described in Article VI, Section 3. It shall possess and exercise all of the powers of the Board in the interim between meetings and shall be responsible for recommending overall objectives, policies and programs to the Board, including but not limited to all committee activity, budgets and other matters of the organization. All proceedings of the Executive Committee shall be reported to the Board at the next succeeding meeting. Four (4) members, or at least one-half of its members when there are fewer than 7 members, of the Executive Committee shall constitute a quorum.
Section 2. Standing and Special Committees. The President shall appoint such committees as may be considered necessary. Committee appointments, tenures, and objectives shall be approved by a majority vote of the Board. Unless the committee Chair is a Director, any committee Chairs shall be ex officio members of the Board for the duration of the committee.
Section 3. Past Presidents Council. The Past Presidents Council shall consist of at least five past Presidents of the organization with no maximum number. Any past President of the organization shall be eligible for membership and, while all members are encouraged to be current members of the organization, this is not a requirement for Council membership. The general purpose of the Council is to advise the Board of Directors on topics including, but not limited to: (1) long-range planning for the organization, (2) special projects and (3) whatever topics the Council may see fit to address or on which the Board may seek council and advice. The President of the organization shall appoint one of the members of the Council who is an AAF - FW member in good standing to serve as its chairman, liaison with the Board of Directors, and as a voting member of the Executive Committee and the Board.
ARTICLE VII – GENERAL PROVISIONS
Section 1. Dues. Membership dues and any other fees shall be set by the Board and shall be at a level consistent with the purpose and proposed expenditures of the organization.
Section 2. Controls. Checks, contracts, and any legal or financial obligations must have at least any two (2) of the following signatures: President, First Vice President, Second Vice President, Secretary-Treasurer, or other person as designated by a two-thirds (2/3) majority vote of the Board of Directors. The disbursement of the funds of this organization shall be limited to purposes according to the objectives of the organization, as prescribed under Article 1 of these Bylaws.
No debt or obligation (except for usual operating expenses) shall be incurred or contracted except by a majority vote of the Board of Directors in a regular or special meeting, a quorum being present. All usual operating expenses shall be authorized by the President and/or secretary-treasurer.
Section 3. Fiscal Year. The fiscal year of the organization shall begin July 1 of each year and end on the succeeding June 30.
Section 4. Notice. Notice of meetings, nominees for office, bylaws changes, or any other communication regarding AAF - Fort Worth may be made via U.S. mail or via email.
ARTICLE VIII – AMENDMENT OF BYLAWS
Amendments or alterations to these Bylaws shall be proposed in writing, either by the Bylaws Committee or signed by at least five (5) active members and distributed to the Board at least one week prior to any board meeting where they could approve or disapprove such amendments or alterations. A simple majority of Directors present at such meeting shall be required for approval.
Following Board approval, notice to amend or alter these Bylaws must be distributed to the membership at least one week prior to any regular meeting of the organization where a vote to amend or alter these Bylaws could take place. A majority vote of members present at such meeting shall be required for approval.
ARTICLE IX – INDEMNIFICATION
The organization may, by resolution of the Board, direct the Secretary-Treasurer to pay expenses incurred by, or to satisfy a judgment or fine rendered or levied against, a present or former Director, Officer, or employee of the organization in an action brought by a third party against such a person, whether or not the organization is joined as a party defendant, for an act alleged to have been committed by such person while a Director, Officer or employee, or by the organization, or by both, provided the Board determines such Director, Officer or employee was acting in good faith within what he reasonably believed to be the scope of his employment or authority and for a purpose which he reasonably believed to be in the best interests of the organization. Payments authorized hereunder include amounts paid and expenses incurred in settling any such action or threatened action. The provisions of this paragraph shall apply to the estate, executor, administrator, heirs, legatees, or devisees of a Director, Officer, or employee and the term “person” where used herein shall include the estate, executor, administrator, heirs, legatees, or devisees, or such person.
ARTICLE X – LIMITATION ON LIABILITY OF DIRECTORS
Section 1. Personal Liability No Officer or Director shall be personally liable to the organization for monetary damages for any breach of fiduciary duty by such Officer or Director as an Officer or Director notwithstanding any provision of law imposing such liability, except that, to the extent provided by applicable law, this provision shall not eliminate or limit the liability of an Officer or Director for breach of the Officer’s or Director’s duty of loyalty to the organization, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or for any transaction from which the Officer or Director derived an improper personal benefit.
Section 2. Amendment or Repeal of this Article No amendment or repeal of this article shall deprive an Officer or Director of the benefits hereof with respect to any act or omission occurring prior to such amendment or repeal.
ARTICLE XI – DISSOLUTION OF THE ORGANIZATION
Section 1. Dissolution In order to dissolve this organization, the Board must present a resolution to the active membership recommending that the organization be dissolved. A proposal for dissolution may be considered at a regular or special meeting of the active membership only after thirty (30) days notice in writing is given to each member in good standing. The resolution to dissolve shall be adopted upon receiving at least 60% of the votes entitled to be cast by active members present at such regular or special meeting. This organization shall not be dissolved while 40% of the members in good standing dissent.
Section 2. Resolution Upon adoption of the resolution for dissolution, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) or 501(c)(6) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose, and in accord with the provisions of article 6.02(3) of the Texas Non-Profit Organization Act or its future equivalent. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.