MEMPHIS ADVERTISING FEDERATION, INC. DBA – AMERICAN ADVERTISING FEDERATION MEMPHIS

ARTICLE I: NAME

The name of this organization shall be MEMPHIS ADVERTISING FEDERATION, INC., yet doing business as American Advertising Federation Memphis.

ARTICLE II: PURPOSE

The purpose of this organization shall be to unify the advertising people of the community into a cooperative group to provide a medium for the exchange of professional interest; to promote better advertising, truthful advertising, better marketing, and merchandising; to stimulate creative and mechanical achievement in advertising; to encourage the pursuit of advertising and marketing among young people; and to support the general aims and objectives of the American Advertising Federation and the 7th “Deep South” District.

ARTICLE III: MEMBERSHIP

Section 1.

Membership shall be of two classes: Regular, Honorary and Comany.

Section 2.

Regular Membership – Any person of good standing conducting business within the Memphis Metropolitan Area, personally engaged in creating, buying, or selling advertising, or providing a direct service to the field of advertising shall be eligible for Regular Membership, subject to the approval of the Board of Directors. Said Regular Member shall be privileged to hold office, vote in elections, and act as an official delegate on behalf of American Advertising Federation Memphis (hereinafter referred to as “AAF Memphis”).

Section 3.

Honorary Membership – Any outstanding Regular Member retired from advertising or related fields may, by unanimous vote of the Board of Directors, be elected to Honorary Membership status, and will retain such status at the will and pleasure of the Board of Directors. Said Honorary Member shall not be privileged to hold office, vote in elections, nor act as an official delegate on behalf of AAF Memphis.

Section 4.

Company Membership – Company membership shall be offered to any agency, organization or group consisting of 2 or more individuals and gives the benefit of reduced annual dues. Said Named Company Member shall be privileged to hold office, vote in elections, and act as an official delegate on behalf of Advertising Association of Memphis. (Hereinafter referred to as “AAF Memphis”).

All prospective members must file a completed application form, with payment at the appropriate rate.

ARTICLE IV: FINANCE

Section 1.

The fiscal year of AAF Memphis shall be July 1 through June 30, inclusive.

Section 2.

Annual dues for each category of membership shall be:

Regular Membership – $225.00 if paid annually or $250.00 if paid semi-annually; first-year initiation fee of $25.00; Luncheon fees are no longer included in any membership, and are $10 for members includes luncheons.

No additional initiation fee will be charged for transfer of membership from one individual to another within the same company. If five or more new members join from any one company, the initiation fee will be waived for those new members. In addition, any company which maintains a minimum of five members will be allowed to waive initiation fees on all members who join.

Company Membership:

$2000 for 10 Named Members, unlimited employees have benefits of AAF membership.

$1000 for 5 Named Members, up to 20 employees have benefits of AAF membership.

$400 for 2 Named Members, those 2 people have benefits of AAF membership.

Honorary Membership:

No dues, member pays for luncheons at normal luncheon fee.

The above dues rates are effective June 1, 2014, and may be subject to an annual increase by the Board of Directors, not to exceed 10%

Section 3.

Membership dues shall be paid upon agreement to join AAF and renewed annually.

Section 4.

If a member has not paid his dues and / or assessments thirty days after they become payable, the Executive Director or Treasurer shall notify the member and the executive committee, enclosing a copy of this section of the bylaws. If the dues and/or assessments are not paid within fifteen days after notification, membership shall be automatically forfeited.

Section 5.

Regular Members and named Company members whose dues and/or assessments are current may hold office or vote.

Section 6.

Any member called to active duty in the armed forces shall be excused from any and all assessments. The member shall be carried on the rolls of this organization and shall not be required to reapply for membership nor pay an initiation fee when returning to active membership in this organization. The member shall receive this consideration upon written notice to the Board of Directors of active duty status.

Section 7.

Each new President must, by the first board meeting of the fiscal year, submit an operating budget which must be voted on and adhered to by the Board of Directors. Any overage must be submitted in writing by committee chairpersons for approval in advance and must be approved by the Board of Directors.

Section 8.

A yearly review must be conducted by the Certified Public Accountant firm/Business Advisors for AAF Memphis at the end of each fiscal year. They will attend a Board of Directors meeting and present the results and make recommendations.

ARTICLE V: GOVERNING BODY

Section 1.

The governing body of AAF Memphis shall be the Board of Directors. This Board of Directors shall be composed of the President, the First Vice President, the Second Vice President, and the Directors outlined in Article VI, Section 1. (e).

Section 2.

Nine members of the Board of Directors shall constitute a quorum, one of whom must be an officer or the immediate Past President to serve as presiding officer.

Section 3.

The regular meeting of the Board of Directors shall be called on the second Tuesday of each month, subject to change by the Board of Directors. A special meeting of the Board of Directors may be called by the President at any time.

Section 4.

The Board of Directors shall vote on matters pertaining to the executive operation of AAF Memphis, vote on the eligibility of all applicants for membership, hear all grievances, audit all accounts, approve all expenditures and contracts, and approve all matters of policy. All matters of policy shall be set forth in a Policy and Procedure Statement, subject to change by the Board of Directors. A simple majority of the quorum present is required for Board action, except as specified elsewhere in these bylaws.

ARTICLE VI: OFFICERS & DIRECTORS

Section 1.

The officers of AAF Memphis shall be:

The President, who shall serve for a period of one year and until a successor is elected and qualified. In the event of a vacancy in the office of President, the current Nominating Committee shall appoint the immediate Past President as acting President for the remainder of the term. If a Past President is unavailable to serve, the President will select a Past President to fill the unexpired term.
The First Vice President/President-Elect, who shall serve for a period of one year and until a successor is elected and qualified. In the event of a vacancy in the office of First Vice President/President-Elect, the current Second Vice President shall fill the position for the remainder of the term.
The Second Vice President, who shall serve for a period of one year and until a successor is elected and qualified. In the event of a vacancy in the office of Second Vice President, the current Nominating Committee shall appoint a successor as acting Second Vice President for the remainder of the term. The appointment shall be made from the Regular membership and must be someone who has previously served on the Board of Directors.
In the absence of a succeeding officer, the position shall be filled by the current Nominating Committee, subject to the approval of the Board of Directors.
AAF Memphis shall have a minimum of twelve Directors in addition to the officers outlined in Article VI, Section 1. (a) through (d), inclusive. Each Director shall be elected for a two-year term. The immediate Past President shall serve on the Board for an additional year upon retirement as President. Any member serving as an officer of the 7th “Deep South” AAF District or of the American Advertising Federation shall be a voting member of the Board of Directors of AAF Memphis. In the event of the inability of any Director to serve, the current Nominating Committee shall appoint from the membership. The newly appointed Director shall fulfill the unexpired term.

Section 2.

Any officer or Director may be removed for any cause upon two-thirds vote of the entire Board of Directors.

Section 3.

In addition to the officers and Directors described in this Article, the Board of Directors may elect to employ an Executive Secretary or Executive Director at a salary to be determined by the Board of Directors. The Executive Secretary or Executive Director shall serve at the will and pleasure of the Board, and shall have no vote in the activities of the Board of Directors.

ARTICLE VII: DUTIES OF OFFICERS

Section 1.

The President shall preside at all meetings of AAF Memphis and the Board of Directors, appoint all committees as set forth in Article VIII, and perform the other duties usual and appertaining to this office. The President shall be an ex-officio member of all committees.

Section 2.

In the absence of the President, the First Vice President shall perform the duties of the President, as outlined in Section 1 of this Article. In the absence of the First Vice President, the Second Vice President shall perform these duties.

Section 3.

The Executive Secretary or Executive Director may assume any responsibilities as spelled out by the Board of Directors. If the person employed as Executive Secretary or Executive Director is at the time of appointment an officer or Director of AAF Memphis, he/she shall resign from the governing body and comply with all specifications of the office of Executive Secretary or Executive Director.

Section 4.

The funds of AAF Memphis shall be kept in such depositories as may, from time to time, be designated by the Board of Directors. The office of Executive Secretary or Executive Director shall be bonded, with the cost of bonding to be paid by AAF Memphis.

Section 5.

All disbursements of funds of AAF Memphis shall be made by check. Checks upon any accounts of AAF Memphis shall be signed by any two of the following: President, First Vice President, or Executive Secretary/Director.

Section 6.

All contracts and obligations of AAF Memphis must be in writing and signed by any two of the following: President, First Vice President, Second Vice President, or Executive Secretary/Director.

ARTICLE VIII: COMMITTEES

Section 1.

Immediately following his/her election, the President shall appoint committees in accordance with the Policy and Procedure Statement approved by the Board of Directors and name the chairperson of each committee.

Section 2.

The Executive Committee shall be composed of officers, the immediate Past President, and anyone who may be an officer at District or AAF, as defined within the bylaws. The purpose of this committee is to provide experienced guidance and make recommendations and proposals to the Board of Directors for their consideration. Meetings are to be called by the current President as needed.

Section 3.

No committee chairperson or committee has the authority to commit AAF Memphis to any definite policy or action without the express approval of the Board of Directors.

ARTICLE IX: ELECTION OF OFFICERS AND DIRECTORS

Section 1.

Officers and Directors of AAF Memphis shall be elected by a majority of the votes cast by the Regular Members attending the regular meeting in May. Newly elected officers and Directors shall be installed no later than the June membership meeting and assume their positions on July 1.

Section 2.

As early as the January meeting and no later than the March meeting, the President shall appoint a Nominating Committee of at least five Regular Members who are among the most immediate Past Presidents of AAF Memphis. Should less than five Past Presidents be available for appointment, then the President shall complete the appointments of the committee from the Regular membership. The committee shall nominate one or more candidates for each office and secure the approval of the candidate that he/she will accept the office. The incumbent President shall be a voting member of the Nominating Committee. The First Vice President/ President-Elect shall be a non-voting member of the Nominating Committee.

Section 3.

The Nominating Committee shall submit in writing its list of candidates to the members at least one week prior to the Regular membership meeting in April.

Section 4.

Additional nominations for Board of Directors and Second Vice President may be made by any Regular Member, and signed by ten Regular Members in good standing at the April meeting, and such nominations shall be placed upon the election ballot.

Section 5.

To be eligible to serve on the Board, an individual must be a Regular Member for a minimum of one year. To be eligible to serve as an officer, an individual must have served a minimum of two years on the Board.

ARTICLE X: MEETINGS

Section 1.

The meetings of AAF Memphis shall be held 9 times each year, with meetings typically held in the following months: January, March, May, June, July, September, October, November with the ADDY awards in February. Each specific luncheon date and location will be determined by the programming committee.

Section 2.

A special general membership meeting may be called at any time by the President or Board of Directors, or upon written application submitted to the President by ten Regular Members in good standing, provided six days’ notice is given in writing to AAF Memphis members.

Section 3.

The Regular Members in good standing present at a general membership meeting shall constitute a quorum.

ARTICLE XI: AMENDMENTS

Section 1.

Any proposed amendment shall be presented to the Board of Directors for approval.

Section 2.

If approved, the proposed amendment shall be sent to the membership in written or published form at least 30 days prior to a Regular membership meeting.

Section 3.

The proposed amendment shall be voted on and a two-thirds affirmative vote of the Regular Members present is required for passage.

Revised July 1, 2014