Constitution

Revised on January 27, 2021

 

 

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

(formerly the 6th District of the American Advertising Federation)

 

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 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 communicate with government officials at the national, 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. Officers

 

SECTION 1: Officers 

Officers of District Six shall be: 

• Governor

• Governor-Elect

• Three Lieutenant Governors representing the three states, when possible. 

• Secretary-Treasurer

• District Chairman

• Three Directors, representing the three states when possible. Every effort will be made to recruit Directors from each of the three states in District Six.

 

 

Article IV. Membership

 

SECTION 1: Eligibility

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

 

SECTION 2: Membership Classes

            There will be four (4) classes of membership:

1. Active Members

2. Ad 2 Members

3. Honorary Members

4. At-Large Members                                                                                                                                                 

 

SECTION 3: Active Members

            Active Members shall be those individuals 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: Ad2 Members

            Ad2 Members shall be those individuals under 33 years of age, who are members of an Ad2 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 individuals 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) majority vote by the Board of Directors. Honorary members shall not be required to pay District dues.

 

SECTION 6. Members at Large 

A Member-at-Large is defined as a single membership provided for a person directly involved in the advertising industry located in the District and residing in an area with no local AAF affiliation.

 

SECTION 7: Reinstatement

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

 

Bylaws

 

Article I. 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 Ad2 organizations will be assessed dues for each of their members, on a per annum basis, with a 30 person 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) majority vote of the Delegates present at any regular or special Board of Directors meeting is required to approve such an assessment.

 

SECTION 3: Standing

            The definition of good standing as used in these bylaws means that dues must be received by the Secretary-Treasurer no later than the established District 6 American Advertising Award competition entry deadline. However, exceptions may be made to the dues deadline if a proper explanation is presented and accepted by the Board of Directors.

 

Article II. 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) delegate for its first thirty (30) members

• two (2) delegates for thirty-one to sixty (31-60) members

• three (3) delegates for sixty-one (61) or more members

No more than three (3) delegates shall be appointed from any one club or Ad2 club. 

Each club shall have full freedom in choosing its method of appointing District delegates. The Club President may serve as a delegate but is not required.

The designated District delegates from each club or federation shall 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

            The term of the Board of Directors, as defined in Article 2: Section 1, shall be one year.

The term of Club Delegates begins July 1st after he or she is appointed by a club or federation.

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 may vote by proxy on any matter before the District. 

A proxy must be delivered via U.S. Mail or e-mail 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 District business matters and to oversee implementation of Board of Directors policies.

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 that would affect the direction of the District as referred to in Article I, Section 1: Statement of Purpose. The Executive Committee shall have authority to set standard operating policies in order to conduct day to day business.

• Exposing the District to challenge or controversy

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

The Executive Committee shall meet in person or teleconference as deemed necessary by any member of the Executive Committee. A simple majority vote of a quorum (6 persons) 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 votes. Every Delegate and Officer of District Six shall be indemnified by the District against all expenses and liabilities, including but not limited to attorney 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 Delegate or Officer of District Six or any settlement thereof.

This indemnification will apply whether or not said party is Delegate 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 Delegate 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 III. District Officers 

 

SECTION 1: Officers 

Officers of District Six shall be: 

• Governor

• Governor-Elect

• Three Lieutenant Governors representing the three states, when possible.

• Secretary-Treasurer

• District Chairman

• Three Directors, representing the three states when possible. Every effort will be made to recruit Directors from each of the three states in District Six.

SECTION 2: Terms and Limitations

Each officer elected, except Secretary-Treasurer and Governor-Elect, shall serve a one-year term, which begins July 1st following his or her election.

The Governor-Elect will begin a three-year succession of leadership, serving as Governor-Elect, Governor and District Chairman.

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 III, 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 AAF District 6

• 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 in conjunction with the Secretary-Treasurer and sign all written contracts and obligations of the District, which must have prior approval of the Executive Committee

·      To oversee communication including website, press releases, and regular communication with Board of Directors, and club presidents

• To attend all District and National meetings and conventions with District paying basic expenses, as defined in District 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 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 AAF District 6

• Have served as a Lieutenant Governor in District Six or any other AAF District
   

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 conferences 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 5: Lieutenant Governors

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

• Be a member in good standing of AAF District 6

• Have served as an Officer of a local AAF-affiliate Club or Federation in District Six or any other AAF District or as a District State Director

Duties of the Lieutenant Governors shall be:

• To serve as a liaison between the Governor and the committees assigned by the Governor

• To promote all District and National AAF programs within the District

• 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 functions and the annual National conference 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 6: Secretary-Treasurer

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

• Be a member in good standing of AAF District 6

• Have served as an Officer of a local AAF affiliate Club or Federation in District Six or any other AAF District

            

Duties of the Secretary-Treasurer shall be:

• To record minutes of all meetings of the District Board of Directors and to distribute said minutes, within one month of the meeting date, to the Board of Directors

• To record minutes of all meetings of the Executive Committee, and to distribute said minutes within one month of the meeting date to the District Six Executive Committee

• 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 out correspondence and perform such other duties as may be assigned by the Governor

• 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 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 or independent CPA firm.

• To prepare and distribute monthly financial reports to the Executive Committee

• To attend all District meetings and the annual National conference 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 serve as Chairman of the District Nominating Committee and oversee the election of officers at the spring meeting

• To perform such duties as assigned by the Governor

• To attend all District meetings and the annual National conference with District paying basic expenses as defined in the District’s policies and procedures, when budget permits.

 

SECTION 8: Directors

            To be eligible for the office of Director, one must:

• Be a member in good standing of AAF District 6

• Have served as an Officer or Committee Chair for two years of a local AAF affiliate club or federation of District 6 or any other AAF District. 

            

Duties of the Director shall be:

• To assist the Governor and Lt. Governors 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

 

SECTION 9: Vacancy and Succession

            Should the Governor become unable to serve because of death, illness or other circumstance, 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 Executive Committee 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 IV. Meetings

 

SECTION 1: Regular Meetings

            The Board of Directors shall meet or teleconference at least two times each year at the times and places determined by the Executive Committee.

SECTION 2: Special Meetings

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

            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 Delegates.

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

 

 

SECTION 3: Quorum

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

 

 

Article V. Elections

 

SECTION 1: Nominations Committee

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

• One (1) will be a past Governor

• One (1) will be an immediate or incumbent president of a local club or federation

• One (1) will be a general member in good standing

            There should be one (1) representative of each of the three (3) District states.

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

One (1) 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 Annual Meeting.

At least 45 days prior to the District Annual Meeting, the Nominations Committee will name at least one (1) nominee for each of these offices: Governor, Governor-Elect, three (3) Lieutenant Governors, three (3) Directors, and Secretary-Treasurer (if completing year 3 of term.) Every effort will be made to recruit Directors from each of the three states in District Six.

 

SECTION 2: Voting Procedure

At least 30 days prior to the District Annual 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 and delegates.

Prior to, or upon receipt of the slate, a delegate may make additional nominations from the floor by sending, via U.S. Mail or e-mail, 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 Annual Meeting.  The Nominations Committee Chair will add the names of nominees who meet requirements as outlined in Article VI 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 or e-mail or other means at the discretion of the Nomination Committee Chair, but the means of distribution must be consistent: all Delegates 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 or e-mail to the Nominations Committee Chair no later than five days prior to the District Annual Meeting

• Delivered in person to the Nominations Committee Chair or his/her designee at the District Annual Meeting

At the District Annual Meeting, the Nominations Committee Chair or designee 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 VI. 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 II, Section 5.

 

SECTION 2: 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:

• American Advertising Awards

• District Conference

• National Student Advertising Competition

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

 

SECTION 3: Other Committees

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

 

SECTION 4: 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 of the Executive Committee.

 

Article VII. 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 organization’s meetings, except as otherwise provided in the Constitution and Bylaws.

 

Article VIII. Amendments

 

SECTION 1: Amendments

Amendments or revisions to these bylaws may be proposed by any Delegate or Member of the Board of Directors. Proposed amendments must be submitted in writing to the District Governor and Secretary-Treasurer at least 60 days before the Board of Directors meeting at which the amendments are to be considered.

Notice of proposed amendments shall be distributed via U.S. Mail or e-mail or other suitable method by the Secretary/Treasurer to each Delegate 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) majority vote of a quorum of Delegates at a regular or special meeting.

 

 

 

Article IX. Dissolution 

 

SECTION 1: Dissolution

 In order to dissolve this corporation, notice of proposed dissolution shall be distributed via U.S. Mail or e-mail or other suitable method by the Secretary-Treasurer to each Delegate 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) majority vote of a quorum of Delegates 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 Delegate 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 X. Standardization

 

SECTION 1: Elections

            The District will encourage all District clubs or federations to complete their annual elections of officers by 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.

 

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: American Advertising Awards

            The District will encourage clubs or federations to standardize their annual American Advertising 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.