The Advertising Club of New Orleans Bylaws
The Advertising Club of New Orleans Bylaws
May 1, 2013
Article 1 – Name
This organization shall be known as The Advertising Club of New Orleans, an affiliate of the American Advertising Federation (AAF).
Article II – Purpose
The purpose of this organization shall be to unify the members of the advertising community into a cooperative group to provide a medium for the exchange of professional interests; to promote, establish and maintain the integrity of the advertising industry; to encourage the pursuit of advertising as a career among young people; to recognize and honor those engaged in the advertising industry; to cultivate a better understanding of the economic and social value of advertising to the consuming public; and to support the general aims and objectives of the American Advertising Federation.
The term “advertising” as appears in these By-Laws shall also include other related professions.
The generality of the foregoing provisions to Article II is limited to the extent that the corporation shall have only such purposes and shall engage in only such activities as are permissible for tax-exempt corporations under sections 501 of the Internal Revenue Code of 1954, as it may hereafter be amended. No part of the net earnings of the corporation shall inure to the benefit of any member.
Article III – Membership
There shall be two classes of Membership – Active and Honorary.
Section 1 – Active Members
Individuals of good standing who are associated with businesses related to the advertising industry, and who have applied for Membership and have paid their current dues are considered Active Members.
Section II – Honorary Members
Individuals who have provided distinguished service to the advertising industry shall be designated Honorary Members by majority vote of the Board. Honorary Members are not required to pay dues and are admitted at no charge to the monthly program meeting. This does not include special events, i.e., Bowl-a-thon, ADDY’s. Non-paying honorary members will be considered non-voting members.
Article IV – Dues
Section I – Dues for Active Members shall be determined by the Board, including any and all special membership categories, i.e., corporate memberships. Such dues shall include both District and National dues to the American Advertising Federation (AAF).
Section II – Members who have joined during the Ad Club’s fiscal year will be charged the current annual dues on their anniversary date of joining the Club.
Section III – Active Members have 90 days to pay in full after receiving their invoice for annual dues. If annual dues are not paid within this time period, the membership will be forfeited. Any extensions will be at the discretion of the Board.
Section IV – Only Active Members whose dues are currently paid shall be entitled to vote in general Membership elections and be granted the rights and privileges of full paid members.
Article 5 – Governing Body
Section I – The governing body of this Club shall be the Board of Directors. The Board of Directors shall be composed of the President, First Vice President/President Elect, Second Vice President, Secretary, Treasurer, no less than 6, nor more than 14 Directors at large, the Immediate Past President of the Club and members serving as an officer or director of the American Advertising Federation (AAF) or the AAF 7th District.
Section II – The regular monthly meeting of the Board of Directors shall be at a time and place to be chosen by the Board. A special meeting of the Board of Directors may be called by the President at any time.
Section III – The Board of Directors shall pass upon all manners pertaining to the executive operation of the Club; hear all grievances; audit all accounts; approve all expenditures and contracts; and settle all matters of policy. A simple majority of the quorum present is required for Board action; except as specified elsewhere in these By-Laws.
Section IV – There shall be an Executive Committee composed of the Club officers (President, First Vice President/President Elect, Second Vice President, Treasurer, Secretary and Immediate Past President), who shall each have one (1) vote on the Executive Committee. The Executive Committee shall act for the Board of Directors between meetings of the Board.
Article 6 – Officers and Board of Directors
The management of the affairs of the Board shall be vested in the Board of Directors.
Section 1 – The Board shall consist of no less than six (6), nor more than 14 directors at large, the elected officers of the Club, the Immediate Past President of the Club any member serving as an officer or director of the American Advertising Federation (AAF) or the AAF 7th District.
Section II – Effective with the 2013 Club elections, the term of office for the Directors shall be one (1) year, except when a member is elected or appointed to fill an unexpired term. No Director may serve on the Board for longer than 8 consecutive one (1) year terms. After serving the maximum numbers of terms a Director may be reelected to the Board after sitting out a minimum of two (2) years. Term limits do not apply to any club member serving as an officer or director of the Amercian Advertising Federation (AAF) or the AAF 7th district. The Secretary is responsible for maintaining term limit records for all Officers and Directors.
Section III – Effective with the 2013 Club elections, the term of office for the Officers shall be one (1) year, except when a member is elected or appointed to fill an unexpired term. If a Director is elected an officer, his/or her term as director is automatically terminated.
Section IV – Effective with the 2013 Club elections, the President, First Vice President/President Elect and Second Vice President must chair the ADDY’s prior to his/her term in office. Additionally, the President must serve as the First Vice President/President Elect the year prior to serving his/her term as President.
Section V – In the event of death, resignation or removal of the President, the successor shall be the First Vice President/President Elect, as elected by a majority vote of the Board. The Vice President position vacated by this action shall be filed by a Board member elected by a majority vote of the Board.
Section VI – The President shall establish a time and place for Meetings of the Board, which shall meet no less than six (6) times annually. Action of the Board may be effected by polling Board by letter, email or verbally; however such polling shall not be considered one of the six (6) required meetings. Such action shall be reported and ratified at the next Board meeting.
Section VII – In the event an Officer or Director resigns or ceases to serve, the President, with the majority approval of the Board, may appoint an active member to fill the unexpired term.
Section VIII – If an Officer or Director is absent from three (3) consecutive meetings, the President, with the approval of the Board, may declare that position vacant and appoint an Active Member to fill that position. Any officer or Director may be removed for cause upon two-thirds (2/3) vote of the entire Board of Directors.
Section IX – In addition to the officers and Board of Directors described in this article, the Board of Directors may elect to employ an Executive Director at a salary to be determined by the Board. The Executive Director shall serve at the will and pleasure of the Board and shall have no vote in the activities of the Board, even if he or she is a member in good standing of the Club.
Article 7 – Duties of Officers, Directors & Executive Director
Section I – Responsibility assigned to an officer includes the power to delegate specific tasks in conjunction therewith, but not the power to delegate legal responsibility therefore.
Section II – The President shall be the Chief Executive Officer of the Club and its Board and shall preside over meetings of the Club and the Board. The President shall serve, ex-officio, as a member of all committees except the Nominating Committee. The President shall appoint all committees except the Nominating Committee, and such appointments shall be subject to the approval of the Board. All contracts and obligations of the Club must be in writing, have approval of the Board and are signed by the President and the Secretary acting as authorized agents for the Club.
Section III – The First Vice President/President Elect and Second Vice President will be either VP of Programming or VP of Communications. VP of Programming will be responsible for managing and leading all luncheons and programs for the club and its members. VP of Communications will be responsible for all club communications including but not limited to e-newsletters, website, public relations and social media.
Section IV – The Secretary shall be responsible for recording the corporate minutes of all meetings of the Club and the Board, issuing notices of meetings, keeping all Club records, maintaining term limit records for all Officers and Directors, and performing all other duties customarily pertaining to the office of Secretary.
Section V – The Treasurer shall be responsible for the receiving and depositing in the name of the Club, at a bank in the Greater New Orleans Area, selected by the Board, all Club monies, issue receipts and make authorized disbursements. The Treasurer shall provide a consolidated financial report to the Board at all regular Board meetings.
Section VI – The Executive Director of the Club shall be an optional position at the discretion of the Board. The Executive Director’s salary shall be determined by the Board, based on prevailing fair market rate. Any salary paid to the Executive Director is not and shall not be “inurnment of benefit” within the context of the tax code. The Executive Director shall not be a member of the organization. The Executive Director’s duties shall be supervised by the President of the Board. The Executive Director shall be appointed by the Board and continue to serve at the pleasure of the Board. The Executive Director must sign an employment contract which shall include a detailed description of responsibilities. The Executive Director shall participate in an annual performance review conducted by the Executive Committee.
Section VII – The Board shall be charged with the general management of the Club, hear all grievances, review and audit all expenditures, and approve all appointments.
Section VIII – The Board also shall have the authority to remove Members and elected officers for cause, but such removal shall require a two-thirds majority of the entire Board.
Article 8 – Committees
Section I – The President, with the approval of the Board, shall appoint standing and special committees. Standing committees shall be appointed at the beginning of each administrative year. Special committees shall serve at the discretion of the President. There shall be seven (7) standing committees: Executive, Development, Membership, Communications, Programs, American Advertising Awards (ADDY’s) and Nominating.
Section II – The Nominating Committee shall consist of five Active Members in good standing, at least three of whom shall be Members of the Board. The chairperson of the Nominating Committee shall be the Immediate Past President of the Club or a current Board member appointed by the Board to serve as chairperson. The Board shall appoint the Members of the Nominating Committee, or may by majority vote, authorize the chairperson to make such appointments
Section III – No committee shall have the authority to obligate the Club on matters of policy. Only the Board shall have the authority to obligate the Club financially. All committee actions shall be subject to the approval of the Board.
Article 9 – Meetings
Section I – The Annual Meeting shall be held in June, and the Board and Officers shall take office in July.
Section II – Regular and special meetings of the Club shall be held at such times and places as the Board may determine.
Section III – Notice of the Annual Meeting and each regular and/or special meeting, shall be sent by the Secretary, or other Club officer or the Executive Director, to every Active Member of the Club at least ten days prior to the date of such meeting.
Section IV – The Club’s Alan Watts Memorial Scholarship presentation shall be conducted at an annual Spring Students’ Recognition luncheon.
Article 10 – Quorum
Section I – Twenty-five percent (25%) of the Active Members of the Club shall constitute a quorum for the transaction of business at any meeting of the Club. Written proxies will be included in the twenty-five percent (25%) requirement and can be assigned to any Active Member.
Section II – Fifty percent (50%) plus one member of the Board shall constitute a quorum for the transaction of business. A simple majority vote is necessary to transact business.
Section III – A majority of any committee shall constitute a quorum.
Article 11 – Election of Officers and Directors
Section I – The Board shall appoint, at least 60 days before the Annual Meeting, a Nominating Committee.
Section II – The Nominating Committee shall nominate from the Board one candidate for President, First Vice President/President Elect, Second Vice President, Secretary and Treasurer, and from Active Members one candidate from each directorship to be filled. Candidates for the Board must be Active Members in good standing. The Nominating Committee must make its report to the Board no later than 30 days prior to the Annual Meeting.
Section III – the Secretary shall announce the names of the candidates by email or mail to all Active Members at least ten days prior to the Annual Meeting.
Section IV – Additional nominations may be made from the floor, by any Active Member in good standing, at the Annual Meeting, provided the member making the nomination(s) has filed such nominations in writing with the Secretary or any other officer, not later than five (5) calendar days before the Annual Meeting.
Section V – No candidate shall be nominated for office unless his prior consent to serve has been obtained.
Article 12 – Amendments
Section I – The Board of Directors shall formulate, adopt and amend or repeal the Bylaws and other rules for operation of the Board, management of the corporation and for other purposes. The Bylaws may be adopted, amended, or repealed by at least two-thirds vote of the Board present at a regular or special Board meeting, provided the proposed amendments have been submitted in writing ten (10) days prior to the meeting, In all matters of governing this corporation not covered by the charter or Bylaws, Roberts Rules of Order shall prevail.
Section II – The Articles of Incorporation may be amended with the consent of not less than two thirds vote of the Board present at a regular or special Board meeting, provided the proposed amendments have been submitted in writing ten (10) days prior to the meeting.
Section III – The Club may be liquidated with not less than the consent of two-thirds of the Members of the corporation. This proposed amendment must be submitted in writing and signed by at least five Active Members in good standing. A copy of this proposed amendment must be submitted to the Board at least 30 days prior to the meeting at which the amendment is moved for adoption. The Membership must be notified in writing of this proposed amendment at least ten days before the meeting at which the amendment is moved for adoption.
Article 13 – Distribution of Assets Upon Dissolution
Section I – Upon the dissolution of the Club, the assets of the Club will be applied and distributed as follows:
(a) All liabilities and obligations of the Club will be paid, satisfied, and discharged, or adequate provisions made thereof.
(b) All other assets of the Club will be transferred to one or more domestic corporations, societies, educational institutions or organizations engaged in similar activities, following to a plan of distribution of assets adopted by the Board of Directors as provided by law.
Section II – In no event shall the assets of the Federation be distributed to any Board member, officer or individual member upon dissolution of the Club.