Constitution and Bylaws of American Advertising Federation District Six, Inc.

Revised and Adopted June 4, 2009

Article I. Name

The name of this organization shall be American Advertising Federation District Six, Inc.

Article II. Purpose

SECTION 1. Statement of Purpose

The purpose of this organization is to provide leadership on issues involving and affecting the advertising industry, and, through the efforts of its members:

• To strive for the betterment of advertising and its services to the public by encouraging, recognizing and rewarding excellence in all fields of advertising.
• To cooperate with government officials at the state and local levels, and to represent the industry’s positions before the legislative and administrative bodies.
• To enhance the knowledge and skills of advertising practitioners, support and promote advertising education and encourage talented young people to enter the advertising profession.
• To promote and encourage the maintenance of high ethical standards, including support of self regulatory programs designed to ensure that advertising is truthful and accurate.
• To promote and encourage fellowship, understanding and cooperation among the various disciplines of the advertising profession.

This organization will foster the formation and aid the development of advertising clubs in our territory. It will also act as a liaison between the local clubs or federations and the American Advertising Federation encouraging and coordinating their participation in the programs of the AAF.

Article III. Membership

SECTION 1: Eligibility

The membership of this organization shall consist of AAF affiliated clubs or federations and Ad 2 organizations within the geographical boundaries of District Six which includes all of the states of Illinois, Indiana, and Michigan.

SECTION 2: Membership Classes

There will be three (3) classes of membership:

• Active Members
• Ad 2 Members
• Honorary Members

SECTION 3: Active Members

Active Members shall be those persons who are members of advertising clubs or federations within the jurisdiction of, and in good standing with, District Six, and whose dues have been paid in full by their local club or federation.

SECTION 4: Ad 2 Members

Ad 2 Members shall be those members under 31 years of age, who are members of an Ad 2 Club within the jurisdiction of, and in good standing with, District Six, and whose District dues have been paid in full by their local club or federation.

SECTION 5: Honorary Members

Honorary Members shall be any persons who have rendered conspicuous service to the District and advertising industry and have been nominated to honorary membership and elected by a two-thirds (2/3) vote by the Board of Directors. Honorary members shall not be required to pay District dues.

SECTION 6: Reinstatement

No advertising Federation/Club or individual within District Six can make a new or reinstatement application direct to AAF without first becoming a dues paying member of District Six.

Article IV. Dues

SECTION 1: General Provisions

District dues shall be set annually by the Board of Directors at the District Fall Meeting. Local Federations/Clubs and Ad 2 organizations will be assessed dues for each of their members, on a per annum basis, with no minimum. Honorary Members shall not be required to pay dues.

SECTION 2: Additional Assessments

From time to time additional assessments may be required of the membership for special project funding. A two-thirds (2/3) vote of the Directors present at any regular or special Board meeting is required to approve such an assessment.

SECTION 3: Standing

The definition of good standing as used in these bylaws means that dues as required to be paid by each board meeting must be received by the Treasurer no later than 30 days prior to a regularly scheduled Board Meeting. However, exceptions may be made to the 30 day requirement if a proper explanation is presented and accepted by the Board of Directors.

Article V. Board Of Directors

SECTION 1: Responsibility and Composition

The governing body of District Six shall be the Board of Directors, who shall have full authority over the business of District Six. The Board of Directors is composed of:

• Duly appointed delegates from each District AAF affiliate club as specified in Section 2
• All elected District Six Officers
• Past District Six Governors
• Honorary members of District Six
• District Six Members who are past Chairmen of the American Advertising Federation, if any
• District Six members serving on the National Board of Directors of the AAF, if any

SECTION 2: Club Delegates

Each club or federation within District Six shall appoint:

• one (1) director for its first thirty (30) members
• two (2) directors for thirty-one to sixty (31-60) members
• three (3) directors for sixty one (61) or more members

No more than three (3) directors shall be appointed from any one club and no more than one (1) director shall be appointed from any Ad 2 Club.

Each club shall have full freedom in choosing its method of appointing District Directors.

The designated District Directors from each club or federation shall also be the designated voting delegates for that club or federation.

Each club or federation should provide the Secretary-Treasurer with the names and contact information for each of its designated voting delegates, and notify in writing the Secretary-Treasurer of any delegate changes during the year.

SECTION 3: Terms and Vacancies

Each member of the Board of Directors shall serve a term of one year

The term of club delegates begins with the first District meeting after he or she is appointed by a club or federation.

The term of an elected officer begins with first District Annual Meeting at the AAF National Conference following his or her election.

Vacancies on the Board of Directors shall be filled by the affected club or federation, and shall become effective after notification has been received by the District Secretary/Treasurer.

SECTION 4: Voting, Proxy

Each member of the Board of Directors shall have one vote on all business matters before the District.

Should he or she be unable to attend a regularly scheduled or special District meeting, any voting delegate except Past Governors and current Officers may vote by proxy on any matter before the District.

A proxy must be delivered via U.S. Mail, e-mail or fax to the Secretary-Treasurer no less than five (5) days before the date upon which action is to be taken and is subject to verification by the Secretary/Treasurer. All proxies must contain a true or electronic signature of the delegate.

A proxy must contain a heading “Proxy” and be written in the following form: “On the question of (the item of business or motion before the Board), I vote (Yes or No).”

SECTION 5: Executive Committee

The Executive Committee of the Board of Directors will consist of the elected officers as outlined in Article VI, Section 1. Its purpose shall be to conduct the day-to-day management of the District’s business matters and to oversee implementation of Board policies

All decisions as to the District’s policies, image, goals, and overall direction are reserved for the entire Board of Directors. The Executive Committee shall not be authorized to make decisions on any of the following issues without Board approval:

• financial undertaking not present in the annual budget as approved by the Board of Directors
• a significant financial or human resources undertaking by the District
• a policy decision as to direction of the District
• exposing the District to challenge or controversy

Should exigent circumstances require Board action before it is practicable to call a full board meeting, The Executive Committee may take action in lieu of the Board on an emergency basis.

The Executive Committee shall meet in person or teleconference no more than 30 days prior to each Board meeting, and at other times as deemed necessary by any member of the Executive Committee. A simple majority vote is required to decide questions before the Executive Committee. The Governor shall have no vote except in instances of a tie, in which case the Governor’s vote shall resolve the issue.

SECTION 6: Indemnification

Every Director and Officer of District Six shall be indemnified by the District against all expenses and liabilities, including but not limited to attorney‘s fees and litigation costs, reasonably incurred by or imposed upon him or her in connection with any proceeding to which he or she may be a party, or which he or she may become involved, by reason of his or her being or having been a Director or Officer of District Six or any settlement thereof.

This indemnification will apply whether or not said party is a Director or Officer at the time the expenses are incurred, and such indemnification shall ensure to the benefit of the heirs, executors and administrators of such a person, except in such cases where the Director or Officer is adjudged guilty of willful or intentional malfeasance or malfeasance in the performance of his or her duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approve such settlement and reimbursement as being for the best interest of District Six.

The foregoing right of indemnification shall be in addition to and exclusive of all other rights to which such Director or Officer may be entitled, including but not limited to, those rights of indemnification currently set forth in the statutes of the states that comprise District Six.

Article VI. District Officers

SECTION 1: Officers

Officers of District Six shall be:

• Governor
• Governor-Elect
• Lieutenant Governors of Illinois, Indiana and Michigan
• Secretary-Treasurer
• District Chairman
• State Directors for Indiana and Michigan

• The position of State Director for Indiana will be abolished upon:
• the completion of the term ending in June, 2010
• the resignation, removal, incapacitation or declension of the person holding the office during the 2009-2010 term
• The position of State Director for Michigan will be abolished upon:
• the completion of the term ending in June, 2011
• the resignation, removal, incapacitation or declension of the person holding the office during the 2009-2010 term

SECTION 2: Terms and Limitations

Each officer elected, except Secretary-Treasurer, shall serve a one-year term, which begins at the District Annual Meeting held at the AAF National Conference in June of each year. The Secretary-Treasurer shall serve a three-year term.

No member shall hold more than one elected office at a time.

No elected member may serve more than three (3) consecutive terms in the same office except under conditions described in Article VI, Section 9 of these bylaws.

SECTION 3: District Governor

To be eligible for the office of District Governor, one must:

• Be a member in good standing of a AAF District Six Club or Federation
• Have served as a Lieutenant Governor in District Six or any other AAF District

Duties of the District Governor shall be:

• To preside as the Chief Executive Officer of the District and the Board of Directors.
• To preside as chair of the Executive Committee.
• To preside at all District meetings
• To supervise the affairs of the District and its other Officers
• To act as a liaison between the American Advertising Federation and the District
• To report for and represent the District at the AAF National Conference
• To serve on the AAF Board of Directors and Council of Governors.
• To supervise the fiscal activities of the District and in conjunction with the Secretary-Treasurer sign all written contracts and obligations of the District, which must have prior approval of the Executive Committee.
• To attend all District and National meetings and conventions with District paying basic expenses, as defined in the District’s policies and procedures, when budget permits.
• To appoint all District Committee Chairs and to serve as an ex-officio member of all committees except the Nominations Committee
• To visit, or cause to be visited, all Federations/Clubs within the District and otherwise keep in close touch with the network of clubs
• To communicate regularly with the members of the District Board of Directors and with Federation/Club Presidents, seeking their cooperation and advice for the furtherance of the work of the District.

SECTION 4: Governor Elect

To be eligible for the office of Governor Elect, one must:

• Be a member in good standing of a AAF District Six Club or Federation
• Have served as a Lieutenant Governor in District Six or any other AAF District

The duties of the Governor-Elect shall be:

• To assist the Governor in all District activities as the Governor so directs.
• To assume the duties of the Governor in his/her absence. .
• To serve as a liaison between the Governor and the Lieutenant Governors and the committees assigned by the Governor.
• To promote all District and National AAF programs within the District.
• To attend all District and National meetings and conventions with District paying basic expenses, as defined in the District’s policies and procedures, when budget permits.
• To act as the liaison between the NSAC Chair and the District for the National Student Advertising Competition. The Governor-Elect will assume the duties of the NSAC Chair should the NSAC Chair become unable to serve.
• To perform such duties as assigned by the Governor.

SECTION 5: Lieutenant Governors

To be eligible for the office of Lieutenant Governor, one must:

• Be a member in good standing of a AAF District Six Club or Federation within the state he or she will represent
• Have served as the president of a local AAF-affiliate Club or Federation in District Six or any other AAF District

The duties of the Lieutenant Governors shall be:

• To serve as a liaison between the Governor and the committees assigned by the Governor.
• To serve as a liaison between the District and the local clubs within their respective states
• To assist the Governor in all District activities as the Governor so directs.
• To attend all District and National meetings and conventions with District paying basic expenses, as defined in the District’s policies and procedures, when budget permits
• To promote all District and National AAF programs within the District.
• To work with the State Directors to coordinate District activities within their respective states.
• To perform such duties as assigned by the Governor.

SECTION 6: Secretary-Treasurer

To be eligible for the office of Secretary-Treasurer, one must:

• Be a member in good standing of a AAF District Six Club or Federation
• Have served as an officer of a local AAF-affiliate Club or Federation in District Six or any other AAF District

The duties of the Secretary-Treasurer shall be:

• To keep minutes of all meetings of the District Board of Directors and to distribute said minutes, within one month of the meeting date, to:
• each District Officer and Director
• the president of each District Club or Federation
• each District Committee Chair
• the three (3) most Immediate Past Governors
• To keep minutes of all meetings of the Executive Committee, and to distribute said minutes, within one month of the meeting date, to:

• each District Officer and Director
• each District Committee Chair

• To be responsible for all District mailings and records, including a roster of each club or federation updated to January 1 of each year.
• To assist the Governor in carrying on correspondence and perform such other duties as may be assigned by the Governor.
• To secure a fidelity bond at the expense of the District in an amount sufficient to cover all District financial affairs.
• To collect dues, billing from the corrected roster as of January 1 of the fiscal year, from each club or federation in the District
• To take charge of all funds and make a full report of all receipts and disbursements to the District Governor and the Board of Directors at every District Board meeting.
• To prepare, with the advice of the new incoming Governor, a working budget for the coming fiscal year and to present said budget to the Board at the District’s Fall Conference.
• To use modern and commonly accepted accounting methods in keeping the financial records of District Six and shall make said records immediately available to the Executive Committee and the Audit & Finance Committee.
• To prepare and distribute quarterly financial reports to the Executive Committee.
• To attend all District and National meetings and conventions with District paying basic expenses, as defined in the District’s policies and procedures, when budget permits
• To perform such duties as assigned by the Governor.

SECTION 7: District Chairman

The immediate past District Governor shall be the District Chairman. The duties of the District Chairman shall be:

• To act as a liaison between the Governor and the committees assigned by the Governor.
• To serve as Chairman of the Past Governors’ Advisory Council.
• To serve as Chairman the District Nominating Committee.
• To represent the District on the National Past Governors’ Advisory Council.
• To perform such duties as assigned by the Governor.

SECTION 8: State Directors

To be eligible for the office of Lieutenant Governor, one must:

• Be a member in good standing of a AAF District Six Club or Federation within the state he or she will represent
• Have served as a president of a local AAF-affiliate Club or Federation in District Six or any other AAF District

The Duties of the State Director shall be:

• To assist the Lt. Governors of their states in carrying out the work and mission of District Six.
• To attend all District meetings with District paying basic expenses, as defined in the District’s policies and procedures, when budget permits

The position of State Director will be abolished according to the following schedule:

• State Director for Illinois: Effective June 4, 2009
• State Director for Indiana: Upon completion of the term ending June, 2010 or other conditions listed in Article VI, Section 1
• State Director for Michigan: Upon completion of the term ending June, 2011 or other conditions listed in Article VI, Section 1

SECTION 9. Vacancy and Succession

Should the Governor become unable to serve because of death, illness or other circumstance, withdrawal from the advertising field, or relocation from the District, the Governor-Elect shall be appointed to succeed him/her in office immediately and complete the remainder of the term.

In the event of a vacancy of any office other than Governor, the Governor shall fill said office by appointment subject to approval of the Board of Directors at the next regular meeting.

SECTION 10. Review/Dismissal

A Review Committee may be convened to review the performance of any elected District Officer. This Committee will be created and called into session upon:

• recommendation of the District Governor
• recommendation of the District Chairman
• petition by any five (5) members of the Board of Directors

The Review Committee will consist of the Governor, Chairman and Governor-Elect when possible, and Board Members other than elected officers to make a committee of five. Any Officer whose performance is under consideration must be excluded from the Review Committee.

Upon completion of the review, the Committee may, by majority vote, take any action deemed appropriate, including dismissal from office, for documented:

• failure to satisfactorily fulfill the responsibilities and duties of the office
• violation of District policies and procedures
• breach of commonly accepted ethics or standards of professional conduct

Article VII. Meetings

SECTION 1: Regular Meetings

The Board of Directors shall meet at least three times each year at the times and places determined by the Board of Directors. These meetings should take place:

• In the spring, where possible between April 1 and May 31
• At the AAF National Conference
• In the late summer or fall, where possible between August 20 and October 1

SECTION 2: Meeting Plans and Budgets

The Spring Meeting will be planned by a Committee designated by the Board of Directors. The Committee will submit its proposed budget prior to the adoption of the budget at the Fall meeting.

The Fall Meeting will be planned by a Committee designated by the Board of Directors in conjunction with a host Club. The Committee will submit a general outline of plans and budgets to the Board six months prior to the meeting. A detailed program and budget will be submitted by the Committee to the Board one District meeting prior to the scheduled meeting.

This procedure outlined in paragraph two will apply to information exchange or professional-development meetings for the general membership, proposed by an individual club.

SECTION 3: Special Meetings

Special meetings of the Board of Directors may be called by the District Governor or by written request of 10 Directors.

The purpose of the meeting shall be stated in the meeting notice.

Unless it is impossible due to emergency or other exigent circumstances, at least 30 days notice shall be given to the Directors.

The date and time and place of special meetings shall be determined by the District Governor.

SECTION 4: Quorum

The Directors present at a properly scheduled and called meeting will constitute a quorum.

Article VIII. Elections

SECTION 1. Nominations Committee

Prior to the District Spring Meeting the Governor will appoint a Nominations Committee. Chaired by the District Chairman, the Committee shall consist of not less than three members:

• One will be a past Governor
• One will be an immediate or incumbent president of a local club or federation
• One will be a general member in good standing.

There should be one representative of each of the three District states.

No member of the Nominations Committee may be a candidate for an elected office.

One member of the Committee shall be designated the Clerk of the Election and responsible for the certification and tallying of ballots. The Clerk must be present at the District Spring Meeting

At least 45 days prior to the District Spring Meeting, the Nominations Committee will name at least one nominee for each of these offices: Governor, Governor-Elect, Lieutenant Governors for each state and Secretary-Treasurer (if completing year 3 of term)

SECTION 2. Voting Procedure

At least 30 days prior to the District Spring Meeting, the slate of officers presented by the nominating committee will be distributed, in the form of a ballot, to each member of the Board of Directors.

Prior to, or upon receipt of the slate, a delegate may make additional nominations from the floor by sending, via U.S. Mail, e-mail or fax, a formal letter of nomination to the Nominations Committee Chair. Nominations from the floor must be received by the Nominations Committee Chair no less than 20 days prior to the District Spring Meeting The Nominations Committee Chair will add the nominee to a revised ballot and forward it, along with any letter(s) of nomination, to the delegates.

Ballots may be distributed by U.S. Mail, e-mail, fax or other means at the discretion of the Nomination Committee Chair, but the means of distribution must be consistent: all Directors must receive their ballots in the same manner.

Each delegate shall indicate his or her votes on the ballot. The ballot can then be:

• Returned via U.S. Mail, e-mail or fax to the Nominations Committee Chair no later than five days prior to the District Spring Meeting
• Delivered in person to the Nominations Committee Chair or his/her designee at the District Spring Meeting.

At the District Spring Meeting, the Nominations Committee Chair and the Election Clerk shall:

• Certify that the number of ballots does not exceed the number of designated delegates
• Tally the results of the vote
• Announce the election results.

Article IX. Committees

SECTION 1: Executive Committee

An Executive Committee consisting of the elected officers will exercise such powers as have been delegated to them by the Board of Directors and by the provisions of Article V, Section 5.

SECTION 2: Audit Committee

An Audit Committee composed of the Secretary/Treasurer and at least two Directors who are not Officers shall be appointed by the Executive Committee within 45 days after the Annual Meeting at the AAF National Conference. This committee shall review the District’s accounts as appropriate and will report on status at the next Executive Committee meeting of the Board of Directors.

SECTION 3: Standing Committees

The Governor will appoint the Chairperson and members of the following standing committees, with the approval of the Executive Committee, within 30 days after the District Annual Meeting:

• ADDY Awards
• Bylaws
• Fall Conference
• Spring Conference
• National Student Advertising Competition

Duties of the standing committees will be determined by the Executive Committee.

SECTION 4: Other Committees

Such other committees, standing or special, shall be appointed by the Governor or by the direction of the Board as from time to time necessary to carry on the work of the District.

SECTION 5: Committee Limitations

No committee shall have the authority to commit the organization on matters of policy and/or create financial obligations without the approval of the Executive Committee.

All Committee plans and actions shall be subject to the approval or the Executive Committee.

Article X. Parliamentary Authority

SECTION 1: Robert’s Rules

The rules contained in the most current edition of Robert’s Rules of Order will be the official parliamentary authority governing the conduct of the organizations’ meetings, except as otherwise provided in the Constitution and Bylaws.

Article XI. Amendments

SECTION 1: Amendments

Amendments to these bylaws may be proposed by any Director or Member. Proposed amendments must be submitted in writing to the District Governor and Secretary/Treasurer at least 30 days before the Board meeting at which the amendments are to be considered.

Notice of proposed amendments shall be distributed via U.S. Mail, e-mail, fax or other suitable method by the Secretary/Treasurer to each Director at least 30 days before the Board meeting at which the amendments are to be considered.

Amendments must be approved by a two-thirds (2/3) vote of a quorum of Directors at a regular or special meeting.

Article XII. Dissolution

SECTION 1: Dissolution

In order to dissolve this corporation, notice of proposed dissolution shall be distributed via U.S. Mail, e-mail, fax or other suitable method by the Secretary/Treasurer to each Director at least 20 days before the Board meeting at which the dissolution is to be considered. Dissolution must be approved by a two-thirds (2/3) vote of a quorum of Directors at a regular or special meeting.

SECTION 2: Resolution

Upon adoption of the resolution for dissolution of the Corporation, assets remaining after payment of all debts of the Corporation shall be transferred to any non-profit corporation, trust, foundation or other organization whose purposes are substantially the same as those of the Corporation and which, at the time of transfer, is an exempt organization under the provisions of Section 501 (c)(3) of the Internal Revenue Code, and the Regulations or the corresponding provisions of any subsequent Federal tax laws or by an organization contribution to which are deductible under Section 170 (3)(2) of the Code and the Regulations or the corresponding provisions of any subsequent Federal tax laws. Any such assets not so disposed of shall be disposed of by the Circuit Court of the County in which the Secretary-Treasurer of the Corporation is located, exclusively for such tax-exempt purposes and such public purposes as the Court shall determine. No Director or Officer of the Corporation, or any individual member, shall be entitled to share in the distribution of any of the assets of the Corporation on dissolution of the Corporation.

Article XIII. Standardization

SECTION 1: Elections

The District will encourage all District clubs or federations to hold their annual elections of officers during either April or May so that a complete listing of each club or federation’s Board of Directors (the District Directory) can be presented both to the District and the National offices of AAF. The new officers will be so acknowledged before the National AAF Conference and the National Board Meeting in June.

SECTION 2: Titles and Responsibilities

The District will encourage clubs or federations to adopt a standard of identical titles and responsibilities for all officers, board members and committee chairpersons.

SECTION 3: ADDY Awards

The District will encourage clubs or federations to standardize their annual ADDY Awards program relative to date, categories, names of awards and trophies/plaques.

SECTION 4: Other Matters

The District will ask clubs or federations to consider other matters that lend themselves to standardization within the District and to integrate those standards with those of the AAF where applicable.