Constitution & ByLaws
American Advertising Federation – Tallahassee
ARTICLE I – NAME
Section 1 – The official name of this organization shall be the Greater Tallahassee Advertising Federation, Inc. and it shall be affiliated with the American Advertising Federation and the Fourth District, AAF.
Section 2 – The organization shall be located in the general geographic area of Tallahassee, County of Leon, State of Florida, United States of America, and shall serve the citizenry of that area as well as the general surrounding areas.
ARTICLE II – PURPOSES
Section 1 – The purposes for which the corporation is organized are exclusively charitable and educational within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue law.
The purpose of this organization shall be to promote greater effectiveness in the use of advertising and advertising skills as an instrument for distribution and communications; to foster higher standards of practice in advertising, selling and communications; to expand recognition of advertising as a tool of profit; to aid in the civic development of the Tallahassee area; to elevate the status of advertising as a profession and of the individual members of this organization; to aid in the recruitment and training of beginners in the field of advertising and communications; and to oppose such governmental interference as that which would be detrimental to the role of advertising in a free democratic society based on sound economic principles; as well as to foster, promote, regulate by censure, such principles of the profession designed to elevate the standards of communication and advertising.
Notwithstanding any other provision of these articles, this organization shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue law.
Section 2 – Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future federal tax code, or shall be distributed to the federal government, or to a state of local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE III – MEMBERSHIP
Section 1 – All applications for membership or any transfer of membership shall be subject to approval by the Board of Directors.
Section 2 – Membership shall be open to all persons of good standing who buy, sell, or create advertising, publicity, or public relations; who support the objectives of the Federation.
Section 3 – Categories of membership may be established by the Board of Directors and may include: Individual, Corporate, Active, Associate, Student, Live, Honorary, and/or categories as the Board may deem appropriate.
Section 4 – Each member, regardless of classification of membership, is required to subscribe to the following standards of practice:
“WE PLEDGE ourselves to uphold truth in advertising, to serve the business in our community and the public honestly, diligently and the best of our ability.
WE WILL NOT, at any time, knowingly do anything which will injuriously affect advertising, nor will we carelessly speak ill of any legitimate advertising or communications medium.
WE WILL work together to the end of making all advertising more truthful, knowing it will then be more effective and of greater benefit to the buying public.
TO THE PUBLIC, whom we, as an organization, serve primarily, we pledge our best efforts to make advertising the servant of the people and to cooperate within our power, as an organization, in community projects.”
ARTICLE IV – DUES
Section 1 – Dues and initiation fees for members shall be established by the Board of Directors. Dues are payable in accordance with the calendar year.
Section 2 – Dues for newly accepted members may be prorated on a semi-annual basis with a full year’s dues payable February through January and one-half year’s dues payable July through January. The entire initiation fee will still apply.
Section 3 – Transferees from other AAF clubs/federations shall not be required to pay initiation fees. Their status for annual dues should be determined and transferees billed for the remainder of the dues period.
Section 4 – Any member of the Federation whose dues have been in arrears for thirty (30) days shall be notified by the Treasurer. If dues are not paid within thirty (30) days of said notification, the delinquent member shall be suspended from membership. Only those members whose dues are currently paid shall be entitled to vote or to hold position on the Board.
ARTICLE V – OFFICERS AND THE BOARD OF DIRECTORS
Section 1 – The management of the affairs of this organization shall be vested in the Officers and Board of Directors. The Board of Directors shall have charge of the general management of the Federation, approve all applications for membership, hear all grievances, authorize and audit all expenditures, and approve all non-elected appointments.
Section 2 – The Board of Directors shall consist of fifteen (15) members elected by the membership of the Federation, five of whom shall be such officer-directors as are elected under the provisions of Section X of this Article, and the Immediate Past President who shall serve ex-officio as a member of the Board of Directors. In addition, a Student Member of the organization may be appointed by vote of the Board of Directors as an ex-officio member of the Board.
Section 3 – The elected officers-directors of this organization shall consist of a President, First Vice President, Second Vice President, Secretary, and Treasurer.
Section 4 – Any member in good standing holding the classification of Active Member in the organization shall be eligible for election to the Board of Directors. The term of office for officer-directors shall be for one (1) year or until their respective successors are elected and take office. Directors, other than officer-directors, shall be elected for a term of two (2) years, with at least four (4) new directors being elected each year.
Section 5 – By majority vote, the Board of Directors is empowered to remove any director who has been absent from three (3) regular meetings of the Board without legitimate excuse or who has demonstrated non-performance of duties as outlined in the Federation By-Laws.
Section 6 – Any officer or director may be removed from office by approval of three-fourths of the membership present at a recall election scheduled by the Board of Directors by written or verbal notice one (1) month prior to the date of the election. A recall election may be called for by a three-fourths vote of the Board of Directors, or a Petition for Recall signed by no less than 51% of the active members of the organization. Upon receipt of a valid Recall Petition or following a vote for recall by the Board of Directors, notice of the recall election will be provided to the membership at the next regular meeting following the notice. Any officer or director subject to recall will be so notified in writing by the mailing of said notice no later than the same date that the general membership is notified.
The officer or director being recalled will be provided with an opportunity to defend his position in the organization by addressing the membership prior to the recall election at the regular meeting in which the election is to be held. Said officer or director will be deemed to have forfeited his right to redress by failing to appear at the meeting in which the recall vote is taken. Such election will be made by secret ballot.
Section 7 – Past presidents will be automatic ex-officio members of the AAFT Board of Directors by serving on the Past Presidents Council in an advisory capacity to the board as long as they maintain active membership.
ARTICLE VI – DUTIES OF OFFICERS AND DIRECTORS
Section 1 – The President shall be the chief executive office of the organization and the Board of Directors. He/she shall preside over all meetings of the club and the Board of Directors. He/she shall be an ex-officio member of all committees except the Nominating Committee. The President and designated officers shall appoint all committees, with such appointments subject to the approval of the Board of Directors. The President shall also act as the Federation’s primary liaison with Fourth District and National AAF. The President, together with the Treasurer, shall sign all written contracts and obligations of the club, which must have prior approval of the Board of Directors to be legal and binding.
The President shall represent this organization at the annual convention of the American Advertising Federation and at meetings and conventions of the Fourth District of AAF. Expenses of registration fee, lodging and round-trip transportation shall be paid by this organization to the President or his alternate for these conventions. In the event of the inability of the President to attend these conventions, an alternate shall be appointed by the Board of Directors.
Section 2 – The First Vice President shall be vested with all the powers and shall perform all the duties of the President in the absence or disability of the latter.
Section 3 – The Second Vice President shall assist the President in the operation of the organization and shall serve in the capacity of the First Vice President in the event of absence or disability of the latter.
Section 4 – The Secretary shall record the minutes of all meetings of the club and Board of Directors, issue notices of all Board meetings to be held; conduct correspondence of the Federation under the direction of the Board of Directors; keep all club records and club achievement archives in proper order and pass on to the following administration.
Section 5 – The Treasurer shall supervise, under the control of the Board of Directors, the finances of the Federation, in a bank or trust company selected by the Board of Directors, all monies paid to the Federation: collect all sums due the Federation form all sources; issue receipts; make all authorized disbursements; co-sign with the President or First Vice president all checks issued against account; keep records of and issue proper notices of dues and monies owing the organization; and at each annual meeting or upon the request of the Board or Directors, render an itemized statement of financial condition and the receipts and disbursement of the club for the current fiscal year. He/she shall also render a report of the financial condition of the organization on the request of the Board of Directors. He/she shall be bonded for an amount to be determined by the Board of Directors.
Section 6 – The Immediate Past President, serving as an active member of the Board and subject to the responsibilities and obligations as other members of the Board, shall finalize uncompleted projects from the previous year and assist the new President as needed.
ARTICLE VII – COMMITTEES
Section 1 – The President, with the approval of the Board of Directors, shall appoint the standing committees and chairmen of each, and shall assign a member of the Board of Directors as an additional ex-officio member of each committee, with the exception of those assignments specifically provided for in other sections of this document.
Section 2 – All standing committee chairmen shall serve for one (1) year or until their successors are appointed. The following shall be deemed standing committees of this organization:
MEMBERSHIP COMMITTEE: To secure new members, process membership applications, report membership statistics, and present new members to the federation.
PROGRAM COMMITTEES: To arrange and promote programs of interest and education for club meetings; make arrangements for location and suitable accommodation of members and guests at meetings; make arrangements as may be needed for out-of-town visitors and guests of the organization.
FINANCE COMMITTEE: To supervise, under control of the Board of Directors, the finances of the organization and prepare all budgets for the organization.
COMMUNICATIONS/PR COMMITTEE: To secure desirable publicity and otherwise promote the prestige and standing of the Federation in the community; and issue official club internal and external communications regularly.
PUBLIC SERVICE COMMITTEE: To bring professional advertising and promotion assistance to civic, charitable, and public service projects as approved by the Board of Directors.
SPONSORSHIP COMMITTEE: To initiate and coordinate special projects to raise the necessary funds over and above membership revenues in order to enable the organization to meet its responsibilities in the conduct of its business as an affiliate of the American Advertising Federation. The chairman of the Fund Raising Committee shall report to the President.
LEGISLATIVE COMMITTEE: To maintain vigilance on legislative activity whereby the committee may study and report to the Board of Directors and pending or proposed city, state, or national legislation affecting advertising in any of its forms; to recommend a form of action by the Federation, if deemed necessary; and to be responsive to the national and district legislative activities of AAF when such involvement is requested.
STANDARDS AND ETHICS COMMITTEE: Assisting and supervising the promotion and regulation of higher standards of ethics of advertising and communications.
ADDY AWARDS COMMITTEE: To plan, execute, and promote an annual local ADDY Awards Competition.
SILVER MEDAL COMMITTEE: To plan, execute, and promote the Silver Medal Award Program which recognizes men and women who have made outstanding contributions to advertising and their community.
EDUCATION COMMITTEE: To develop programs and projects to increase the knowledge and understanding of the advertising profession among students, practitioners of the profession, and general public; provide support to student organizations involved in the study of advertising and to maintain liaison with students to encourage their participation in the Federation.
CLUB ACHIEVEMENT COMMITTEE: To maintain records and to assist other committee chairs in preparation of materials for annual district and national club achievement awards competitions.
PAST PRESIDENTS COMMITTEE: To undertake such projects as may be assigned by the President for the good of the organization. The Past Presidents Committee shall be chaired by the immediate Past President and shall report to the President. In the event that the Immediate Past President is unable to serve as chairman, the President shall appoint a chairman from among the Past Presidents who are current members of the organization.
Section 3 – The President, with approval of the Board of Directors, shall also appoint special committees as may be needed to carry on work, objectives and wishes of the organization, and shall name the chairman of each.
Section 4 – No committee shall have the authority to commit the organization on matters of policy, to create financial obligations or otherwise commit the organization, without prior approval of the Board.
ARTICLE VIII – MEETINGS
Section 1 – The annual meeting shall be held during the regular meeting in May of each year. Written notice of the same shall be sent at least two (2) weeks prior to that date to each member, giving date, hour, and place of meeting as determined by the Board of Directors.
Section 2 – The regular meetings of the club shall be determined by the Board of Directors and all regular members are entitled to attend at will. Special meetings of the Board of Directors may be called by the President by notice in writing, mailed or emailed to each of the members of the Board at least five (5) days before the called meeting. The requirement of five (5) days notice may be waived upon consent of a majority of the Board members, expressed in writing or email or by attendance at the called meeting.
Section 3 – Special meetings may be called by the President, by the Board of Directors, or upon written request by at least 10% of the active members of the organization.
Section 4 – Notice of the Annual Meeting and of each special meeting and each regular meeting shall be sent by the Secretary or the Communications chairman to every member of the organization at his last known address, at least one week prior to the date of the meeting giving the date, hour, place, and purpose of the meeting.
ARTICLE IX – QUORUMS FOR MEETINGS
Section 1 – Twenty-five percent (25%) of the members in good standing shall constitute a quorum for the transaction of business at any general membership meeting of the organization.
Section 2 – A majority of the Board of Directors shall constitute a quorum for the transaction of business at any Board meeting.
Section 3 – A majority of any committee shall constitute its quorum.
ARTICLE X – ELECTIONS
Section 1 – Annual elections shall be held in May. Only active members in good standing may be nominated for office or be allowed to vote.
Section 2 – The Nominating Committee shall prepare a slate of nominees, one for each office and directorship subject to election, to be voted on at the Annual Meeting, and shall report these names to the Board of Directors no later than the Board meeting preceding the regular meeting at which the slate will be read to the membership.
Section 3 – The chairman of the Nominating Committee shall announce the names of the nominees at the regular meeting preceding the meeting at which the election is to be held and shall announce them again at the election meeting.
Section 4 – Nominations may be made from the floor, providing that consent has been given by the nominee so nominated.
Section 5 – If there are no additional nominees other than those of the Nominating Committee, the entire slate shall be voted upon simultaneously. Voting shall be by voice unless otherwise requested by any member in good standing. Upon the request of any member, voting may be by show of hands, secret ballot or in writing.
Section 6 – Where there is more than one candidate for an office, voting shall be by secret ballot. The Secretary shall appoint three election tellers, none of whom may be officers, directors or candidates for office, whose duty is to count the ballots and announce the results of the election.
Section 7 – Officers and directors so elected shall be installed at the June meeting and shall assume authority and position on July 1, which is the beginning of the fiscal year.
ARTICLE XI – AMENDMENTS
Section 1 – This Constitution and By Laws may be amended by a two-thirds vote of the Active Members present at any regular or special meeting of this organization.
Section 2 – Amendments must be proposed in writing, signed by at least five Active Members in good standing and a copy thereof presented to the Board of Directors at least four (4) weeks before the meeting at which it is moved for adoption.
Section 3 – Notice of any proposed amendments shall be distributed by the Secretary to each member of the club four weeks prior to the meeting at which such amendment is moved for adoption.
ARTICLE XII – PARLIAMENTARY AUTHORITY AND RULES OF ORDER
Section 1 – Robert’s Rules of Order, Revised, shall govern all matters not covered by this Constitution and By Laws.
Section 2 – An official copy of the above shall be provided by the organization and shall be kept and utilized by a Parliamentarian.
Section 3 – Order of business for regular business meetings shall be at the discretion of the presiding officer.
ARTICLE XIII – GOVERNANCE BY POLICY MANUAL
Section 1 – As a supplement to the By-Laws, the Federation shall be governed by a Policy Manual which details protocol for conducting the business of the Federation.