ARTICLE I
NAME
This corporation shall be known as the Amarillo Advertising Federation.
ARTICLE II
This corporation is a non-profit corporation and has no capital stock.
ARTICLE III
The period of its duration is perpetual.
ARTICLE IV
The purpose or purposes for which the corporation is organized are: To
engage in all activities necessary, useful, or expedient to further
promote and advance the idea of advertising and advertising techniques
among its members and in the community of the Amarillo, Texas trade
area; and to engage in all activities necessary, useful or expedient to
provide for seminars, scholarships, and other methods for promoting
advertising vocationally and as a business device.
ARTICLE V
The members of the corporation shall be as designated in the By-Laws and
the internal affairs of the corporation shall be regulated by a Board of
Directors who are to be elected in accordance with the By-Laws of the
corporation.
ARTICLE VI
MEMBERSHIP
There shall be three classes of membership. Active, Honorary, and
Educational.
Section 1. ACTIVE-Persons of good standing in the community who are
engaged in buying, selling or creating advertising, or who are connected
with a business closely related to advertising.
Section 2. HONORARY - Persons who, in the opinion of the Federation,
have given distinguished service in the field of advertising. Honorary
members shall be eligible to hold office and to vote.
Section 3. EDUCATIONAL - Any educator in the community who is interested
in advertising or related fields.
Section 4. New members in the active, and educational classifications
shall be elected by the Board of Directors. Each application for
membership must be endorsed by two members of the Federation in good
standing.
Section 5. Honorary members may be elected upon recommendation of the
Board of Directors by a two-thirds vote of the members at the regular
meeting of the Federation.
Section 6. An initiation fee and the amount thereof, may or may not be
assessed. This is to be left to the discretion of the Board of
Directors.
ARTICLE VII
DUES
Section 1. Dues for active members, to be set by the Board of Directors,
shall be payable semi-annually and shall include the affiliation fee in
the American Advertising Federation.
Section 2. Dues for educational memberships shall be set by the Board of
Directors with the member billed for meals eaten.
Section 3. Honorary members shall not be required to pay dues.
Section 4. The dues for newly elected members shall begin on the first
day of the quarter nearest their election to membership.
Section 5. Any member of the Federation whose dues have been in arrears
for ninety days shall be notified by the Treasurer citing the provisions
of this section. If such arrears are not paid within fifteen days after
such notification, the delinquent member shall be notified again and
granted fifteen days grace. At the end of this period his membership
shall be forfeited. Only members whose dues are paid up shall be
entitled to vote at Federation elections.
ARTICLE VIII
BOARD OF DIRECTORS AND OFFICERS
Section 1. The management of the affairs of this Federation shall be
vested in the Board of
Directors.
Section 2. The Board of Directors shall consist of 13 members, 12 to be
elected by the active members at annual election, 4 to be elected each
year for three year terms. The immediate past president shall serve as
the 13th member on the Board of Directors for one year following tenure
as president. In case the immediate past-president is also a hold-over
Director, it will be necessary to elect 5 new directors in that year to
bring the Board to its complement of 13.
Section 3. The officers shall consist of a President, 1st
Vice-President, 2nd Vice-President, Secretary and Treasurer. The
Treasurer shall be appointed by the President, subject to approval by
the Board of Directors during the Board’s term of office and at its
pleasure.
Section 4. The Board of Directors, at its first meeting following the
annual meeting of the Club, shall elect three officers, whose terms
shall be for one year or until their respective successors are elected
and take office, Officers shall take office within thirty days after
election.
Section 5. In the event of the death or resignation of any officer or
director, the Board of Directors shall elect a successor who shall take
office immediately and serve until the expiration of that term.
Section 6. The Board of Directors may, at its discretion, employ a paid
executive secretary or a manager, whose duties and compensation shall be
as defined by the Board of Directors.
Section 7. A schedule of regular meetings of the Board of Directors
shall be set up by the Board within thirty days after the annual
election. Special meetings may be called by the president by notice in
writing, mailed to each of the members of the Board of Directors at
least five days before the called meeting. Special Meetings shall also
be called by the secretary upon written notice to him signed by at least
four members. The requirement of a five day notice may be waived upon
consent of a majority of the Board members, expressed in writing, or by
attendance at the called meeting.
ARTICLE IX
DUTIES OF OFFICERS AND DIRECTORS
Section 1. THE PRESIDENT shall be the chief executive officer of the
Federation and of the Board of Directors. He/She shall preside over all
meetings of the Federation and of the Board of Directors. He shall be
ex-officio member of all committees except the Nominating Committee. The
President shall appoint all committees with the exception of the
Nominating Committee, Program and ADDY Awards Committees, such
appointments to be subject to the approval of the Board of Directors.
The President and the secretary shall sign all written contracts and
obligations of the Federation, which must have prior approval of the
Board of Directors to be legal and binding.
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. The 1st Vice-President will be chairman of the
Program Committee and responsible for all Federation programs.
Section 2A. THE SECOND VICE PRESIDENT shall be responsible for the ADDY
Awards and appointing a committee to handle the judging and presentation
of the awards.
Section 3. THE SECRETARY shall record the minutes of all meetings of the
Federation and of the Board of Directors, issue notices of meetings,
keep all Federation records and perform all other duties customarily
pertaining to the office.
Section 4. THE TREASURER shall receive and deposit in the name of the
Federation, in a bank or trust company selected by the Board of
Directors, all Federation monies, issue receipts, make all authorized
disbursements, and at each Annual Meeting render an itemized statement,
certified to by a Certified Public Accountant, of the financial
condition and the receipts and disbursements of the Federation for the
current fiscal year.
Section 5. The President and additional members designated by the Board
of Directors shall represent this organization at all conventions and/or
meetings and be the official delegates at said conventions and/or
meetings.
ARTICLE X
COMMITTEES
Section 1. The President, with the approval of the Board of Directors,
shall appoint the following standing committees and the chairman of
each, and shall assign a member of the Board of Directors as additional
ex-officio member of each committee. All standing committees shall serve
for one year or until their successors are appointed.
MEMBERSHIP & ATTENDANCE-To secure additional members. To promote
attendance at Federation meetings and to arrange for the reception of
those attending.
FINANCE-To supervise, under the control of the Board of Directors, the
finances of the Federation, and to prepare all budgets.
PUBLICITY-To secure desirable publicity, and otherwise to promote the
prestige and standing of the Federation in the community.
EDUCATION-To plan and supervise the educational work of the Federation.
LEGISLATIVE-To study and to report to the Board of Directors any
proposed State or City legislation affecting advertising in any of its
forms, and to recommend actions by the Federation, if deemed desirable.
SOCIAL EVENTS-To supervise and promote social activities of the
Federation.
PUBLICATIONS-To be responsible for the official publication of the
Federation.
CONVENTION-To promote the attendance of members at our Annual
Convention.
Section 2. The president, with the approval of the Board of Directors,
shall also appoint such special committees as may be needed to carry on
the work of the Federation, and shall name the chairman of each.
Section 3. No committee shall have the authority to commit the
Federation on matters of policy or to create financial obligation. All
committee plans and actions shall be subject to the approval of the
Board of Directors.
ARTICLE XI
MEETINGS
Section 1. The Annual Meeting shall be the first meeting in March.
Section 2. The regular meetings of the Federation shall be held at such
times and places as the Board of Directors may determine.
Section 3. Special meetings may be called by the president at his
discretion and shall be called by him upon written request of any four
members in good standing.
Section 4. Notice of the Annual Meeting and of each special meeting
shall be sent by the secretary to every active member of the Federation
at his last known address at least one week prior to the date of such
meeting.
ARTICLE XII
QUORUMS
Section 1. Twenty-five percent of the active members shall constitute a
quorum of the transaction of business at any meeting of the Federation.
Section 2. Five members of the Board of Directors shall constitute a
quorum for the transaction of business.
Section 3. A majority of any committee shall constitute its quorum.
ARTICLE XII
ELECTIONS
Section 1. The Board of Directors shall appoint, at the January Board
Meeting, a Nominating Committee of five active members, none of whom
shall be members of the Board of Directors.
Section 2. The Nominating Committee shall prepare a ticket of eight
nominees for the Board of Directors and shall report these nominations
to the Board at the February Board Meeting.
Section 3. The secretary shall announce the names of the candidates by
mail to all active members at least two weeks prior to the Annual
Meeting.
Section 4. Additional nominations may be made from the floor at the
Annual Meeting.
Section 5. No candidate shall be proposed for office unless his consent
to serve has been secured.
Section 6. Election shall be held at the Annual Meeting and shall be by
secret ballot.
Section 7. The Board of Directors shall appoint three election tellers
including no members of the Board of Directors or candidates for
election, whose duty it shall be to count the ballots and announce the
results of the election.
ARTICLE XIV
AMENDMENTS
Section 1. The by-laws may be amended by a two-thirds vote of the active
members present at any business meeting.
Section 2. Amendment must be proposed in writing, signed by at least
five active members in good standing, and a copy thereof must be
presented to the Board of Directors at least two weeks before the
meeting at which it is moved for adoption.
Section 3. Notice of any proposed amendment shall be mailed by the
secretary to each active member of the Federation no more than one week
after it has been presented to the Board.