Bylaws

legal
BY-LAWS OF AAF METRO PHOENIX, INC.
(The Phoenix Advertising Club, Inc.)
Adopted by the General Membership
May 21, 1962
(Revised January, 1974) • (Revised September, 1982) • (Revised March, 1984) • (Revised May, 1995) • (Revised March, 2006) • (Revised November, 2007) • (Revised April, 2010) • (Revised, March 2012)

ARTICLE I – NAME

Section 1. The name of this organization shall be: AAF METRO PHOENIX, INC. dba as Phoenix AdClub, herein after referred to as the Club.


ARTICLE II – OBJECTIVES

Section 1. To further those activities which will make advertising best function as an economic factor in the interest of both buyer and seller by creating in the minds of the public a better understanding of and an increased confidence in advertising as an aid to buying.
Section 2. To advance the practice of advertising in its broadest sense through education of those engaged in advertising and related businesses and those preparing for such activity.
Section 3. To initiate or support activities having promotional, educational, civic or legislative value by promoting the advertising industry and the Club, either locally, statewide, nationally or internationally, while maintaining equality and neutrality in the selection of such activities as to race, ethnicity, sex and religion,
Section 4. To provide an opportunity for discussion and education of advertising problems and solutions by those interested in the study of advertising.
Section 5. To promote fellowship among those interested in advertising and its related businesses.
Section 6: To provide a vehicle for creative competition among advertising professionals.


ARTICLE III – AFFILIATION WITH OTHER GROUPS

Section 1. The Club may become affiliated with sectional, national or international organizations whose objectives shall be compatible with the objectives of the Club.
Section 2. Affiliation with or withdrawal from such group or groups shall be by vote of the Board of Directors.
Section 3. The Board of Directors of the Club shall be empowered to discharge financial and parliamentary obligations to such affiliates in a manner deemed to be the best interests of the Club.


ARTICLE IV – MEMBERSHIP

Section 1. General Membership may be conferred by a member of the Executive Committee or the Executive Director following criteria established by the Board of Directors upon any representative of his/her sponsoring firm (defined in Section 7 of this Article), or be a self-sponsored individual, who devotes a substantial portion of his-her working time to creating, producing, selling or buying advertising or advertising services or supplies, or serving as an advertising analyst or planner, or to the educational activities or administrative duties connected there with.
Section 2. Special Membership may, at the discretion of the Board of Directors, be conferred on any person in recognition of unusual achievement or exceptional service in a field related to the objectives of the Club or as otherwise determined appropriate by the Board of Directors. Qualifications and requirements for these membership categories shall be established by the Board of Directors.
Section 3. Unless clearly indicated on the Membership Application or by letter that an applicant is requesting membership on a personal, self-sponsored basis, all memberships except Special Memberships shall be deemed to be authorized and sponsored by the applicant’s firm or employer, which will be responsible for the payment of all financial obligation assumed by the applicant. Following approval of the application, an applicant’s firm or employer shall have the privilege of maintaining, canceling, transferring or reinstating membership subject to the Bylaws and the decision of the Board of Directors.
Section 4. To become valid, termination of membership by an individual, firm or the Club, must be in writing to the Executive Director. Termination will become effective no earlier than the date of the writing.
Section 5. There shall be no limit placed on the number of designated Members from any one sponsoring firm unless otherwise determined by the Board of Directors.
Section 6. Eligibility of proposed representatives for all classifications of new, transfer, or reinstatement memberships shall be processed through the Board of Directors which shall have the final authority to accept, reject or table any application, or to revoke or suspend a membership at any time if, in its opinion, valid and justifiable reasons for such action are brought to its attention.
Section 7. Privileges extended to General and Special membership classifications shall be established by the Board of Directors.


ARTICLE V – MEMBERSHIP TRANSFER

Section 1. Changes of designated Members by sponsoring firms, changes of business affiliation or employment by self-sponsored individuals, changes of a firm name without change of principal ownership or change of position of a designated Member within affiliated companies or branches owned by a sponsoring firm shall all be deemed to be Transfer Memberships,
Any designated Member, except those holding Special Memberships, affected by status changes described in Section 1(a) of this Article, shall be required to reapply for eligibility determination as outlined in Article IV, Section 7.
Any firm which changes both its name and its principal ownership shall be deemed to be a new firm, and the designated Member(s) from said firm, except Special, shall be required to re-apply for new membership as outlined in Article IV, Sections 6 and 7.


ARTICLE VI – MEMBERSHIP REINSTATEMENT

Section 1. Any membership in the Club which is terminated by a sponsoring firm or self-sponsored individual may be reinstated upon re-application for determination of eligibility and processing as detailed in Article IV, Section 7.
Section 2. No application for reinstatement shall be considered if there is any past due, non-current financial obligation owed the Club either by the sponsoring firm or by the proposed representative of any self-sponsored individual.


ARTICLE VII – MEMBERSHIP FEES AND DUES

Section 1. The Board of Directors of the Club shall be empowered to fix amounts to be charged for initiation fees, service fees, dues and special events, upon recommendation of the Finance Committee, in keeping with sound fiscal policy.
Section 2. An initiation fee shall be charged on all new memberships except Honorary, Life or Special.
Section 3. No initiation fee shall be charged upon Reinstatement Memberships if application for reinstatement is made within six (6) months from the date of termination.
Section 4. No initiation fee shall be charged on Transfer Memberships.
Section 5. A service fee shall be charged on all Transfer Memberships or Reinstatement Memberships.
Section 6. Members shall be billed annually in advance for dues. Members, Service, Associate and Life Members shall pay for meetings at time reservations are made.
Section 7. Special Members shall pay for personal and guest lunches and special events at the time of the obligation unless otherwise determined by the Board.
Section 8. The Board of Directors is empowered to suspend any Member who fails to pay in full all charges billed to him/her within forty-five (45) days.
Section 9. A Member in good standing with the Club is a Member current with his/her dues.


ARTICLE VIII – BOARD OF DIRECTORS AND OFFICERS

Section 1. A majority of the Board of Directors may exercise all power and may direct any action of the Club unless otherwise limited by the collective Membership, the Articles or these Bylaws, and applicable law. The Board of Directors of the Club shall consist of four Officers, eight or more Directors, and the Immediate Past President, all being Members in good standing of the Club, when each assumes their elected posts. All Board Directors and Officers shall serve two year terms. The total number of Directors shall be recommended by the Nominating Chairperson and approved by the Nominating Committee.

Regarding transitioning from a 1-year to a 2-year term for members of the Board: For current Board members, the year starting May 1, 2012 will constitute their second year, provided that they request renewal. If a replacement member has served less than 6 months, as of May 1, then the period beginning May 1 counts as that new member’s first year. But if a replacement member has served more than 6 months as of May 1, then May 1, 2012 (and so on) shall constitute their 2nd year of service, again provided that they request renewal.

Any Member can be invited to attend Board meetings and assume a vacant Directorship on appointment of the Executive Committee. No elected Member may serve on the Board for more than Four (4) consecutive years, unless elected to the position of Vice President, who as the President Elect, may serve for seven (7) consecutive years, including up to two years as a Director, up to two years serving as Vice President, two years serving as President, and one year as Immediate Past President.

The Board may invite representatives of affiliate organizations or other qualified persons to attend Board meetings as it deems appropriate.

Section 2. The Officers of the Club shall be a President, Vice President, Second Vice President, and Treasurer and Secretary, or combination of roles, all of whom shall be elected by the board no later than April 30. These Officers shall serve for a period of Two years, or until a successor is named, taking office at the first regular membership meeting in May. The Officers of the Club form the Executive Committee, and the Immediate Past President may be called upon to break any deadlock of the Executive Committee.
Section 3. Specific duties and powers of the Board of Directors include but are not limited to (a) creating, approving and updating an annual budget, (b) creating and approving regular minutes of Club activities and decisions, and (c) hiring and supervising an Executive Director.
Section 4. The Executive Committee has the responsibility for and is empowered to: (a) recommend an annual budget, in consultation with the Executive Director, if applicable, to the Board of Directors by May 1, (b) review and decide whether to enter into any contract involving income or expense, and (c) exercise any other power delegated by the Board of Directors.
Section 5. It shall be the duty of the President to (a) preside at all meetings of the general Membership and the Board of Directors, (b) form and staff committees of the Board of Directors with Officers, Directors or Members as he/she sees fit, (c) approve the specific rolls of each Officer, Director and the Executive Director, and (d) to plan, initiate and conduct the affairs of the Club in a manner conforming to the objectives. In the absence of the President, these duties shall be assumed by the Officer next available. The President shall be an ex-officio member of all committees.
Section 6. The Treasurer shall (a) act in liaison among the Board of Directors, the Finance Committee and the Executive Director, (b) supervise the proper auditing of Club finances and the maintenance of sound fiscal policy, and (c) sign all official minutes of the meetings of the Board of Directors or of other meetings at which official Club business is transacted.


ARTICLE IX – EXECUTIVE DIRECTOR

Section 1. An Executive Director may be appointed by the Board of Directors to serve for a period of one year; and there shall be no limit to the number of terms an Executive Director may serve based on satisfactory performance. This position reports directly to the President and Executive Committee.
Section 2: Duties and compensation for this position shall be defined by the Board of Directors. Unless directed otherwise by the Board of Directors, the Executive Director shall (a) sign all contracts approved by the Board of Directors or Executive Committee, and (b) oversee the daily operational tasks of the Club.
Section 3: In the absence of a paid Executive Director position, the Executive Committee, under the direction of the President, is responsible for overseeing the daily operational tasks of the Club.


ARTICLE X – MEETINGS

Section 1. Regular meetings of the Club Membership shall be held at the time, place, and frequency as determined by the Board of Directors. The Board of Directors is empowered to cancel or postpone to another day any meeting at its discretion.
Section 2. The first general membership meeting in March shall be deemed the Annual Meeting for the election of Club Officers and Directors. At the discretion of the Board, Club Officer and Director elections may take place via an electronic ballot (email or survey).
Section 3. Members of the Board of Directors may participate in meetings via telephone conference and will be considered in attendance and for a quorum.
Section 4. Members of the Board of Directors-elect shall be invited to attend the regular meeting of the Board of Directors following their election.
Section 5. If a voting Director is absent from (3) consecutive meetings, or is absent from fifty percentage of the Board meetings, the President may at his/her discretion appoint a Member or a new applicant, to maintain a quorum at all meetings.
Any Director may be removed from his/her position by a ¾ vote of the Board of Directors in its discretion.


ARTICLE XI – COMMITTEES

Section 1. The President shall present to the Board of Directors recommendations for Standing and Special Committees and Committee Chairs not later than the regular meeting of the Board in May, final appointment to be approved by the Board of Directors.
Section 2. No Committee shall have the authority to commit the Club on matters of policy or to create unauthorized financial obligations. All committee plans shall be subject to the approval of the Executive Committee, and reported to the Board of Directors at each monthly meeting.
Section 3. Committee budgets will be submitted by the Executive Director to Club Officers for approval with the submission of the Annual Budget, on or before May 15. Each committee will receive a budget that provides financial guidelines and goals, based on prior year’s activities. Each Committee Chairperson will be responsible for making sure all committee expenditures are reported to the President and Executive Director at least seven (7) days prior to the monthly board meeting to allow adequate time for budget updates prior to the Board meeting, and to report to the Board of Directors of any budget overage. Updated Committee budgets will be reviewed at the regularly scheduled monthly Director meetings.
Section 4. If a Committee Chairperson is unable to fulfill his or her responsibilities, due to a job change, relocation, or illness, he/she must inform the President who will appoint an interim Chairperson or a new Chairperson to continue the committee’s activities and responsibilities to the club.


ARTICLE XII – VOTING PRIVILEGES

Section 1. There shall be no maximum limit to the number of voting Members per firm represented in the Club, provided each vote represents a paid member. Each voting Member shall be entitled to one vote .
Section 2. Members of the Board NOT in attendance may vote on any issue in front of the Board via a proxy vote provided in writing to the President or other officer prior to the beginning of the meeting.
Section 3. All Special Members who are current in their financial obligations to the Club shall be qualified to vote.
Section 4. Only the elected Officers, Directors and the Immediate Past-President shall be entitled to vote on Board business, seven or more of whom must be present at any regular or special Board meeting to constitute a quorum; and action shall be taken by a majority vote of this quorum.


ARTICLE XIII – ELECTIONS

Section 1. The Board of Directors shall appoint in February of each year a Nominating Committee of three to five active Members, chaired by the Immediate Past President or other designee of the President. The Executive Director may be an ex-officio member of this committee. The Vice President (the incoming President) may also serve as an ex-officio member of this committee.
Section 2. The Nominating Committee shall prepare a slate of candidates to fill open positions each year consisting of qualified and willing Members who are current in their financial obligation to the Club at the start of the fiscal year when each assumes their elected office. A call for nominations will be issued to the general membership. The Committee shall report the final slate to the Board of Directors in March for acceptance. Publication of this slate shall be made to the general Membership in March, with nominations from the floor solicited at the March monthly Members’ meeting. Ballots will be sent by email following the March meeting to all current Members. If an email address is not available, Members will receive a ballot by regular mail.
Section 3. Only those Special Members, current in their financial obligations to the Club, shall be qualified to vote.
Section 4. The Vice President, with the approval of a majority of the qualified voting Membership, shall become the President. In the event the Vice President does not run for the office of President or is unable to assume the office of the President, the nominating committee shall prepare a slate of one or more nominees for President. To be nominated for President, a Member must have served at least one (1) term on the Board of Directors.
Section 5. Election shall be held at the Annual Meeting, which is the first regular meeting in March.
Section 6. The Board of Directors shall appoint three (3) Election Tellers –excluding Directors or Officers, or candidates for election– who shall count the ballots and announce the results of the election. In the event of a tie for any position, a run-off vote of qualified voting Members present at the meeting shall be held immediately by ballot. Names of the Members elected shall be announced at this meeting, and they shall take office at the first regular meeting of the Membership in May.
Section 7. Email ballots will be archived and kept in the possession of the Nominating Committee chairman for a period of one year.


ARTICLE XIV – SUCCESSION OF OFFICERS

Section 1. A vacancy in the office of President, Vice President, or Second Vice President shall be filled by the remaining Officers moving into the next higher position.
Section 2. A vacancy created in the office of Treasurer/Secretary shall be filled by a vote of the Board of Directors from the remaining directorship.
Section 3. A vacancy created in any of the Directorships shall be filled by appointment by the Board of Directors from the Club’s voting Membership, to fill the balance of the term. This is the preferred way; alternatively, the Board may accept by majority vote the nomination of a new Board member by a departing Board member, who must then become a member of the Club.
Section 4. A vacancy in the office of Executive Director shall be filled by appointment by the Board of Directors for the balance of the term.


ARTICLE XV – AMENDMENT AND REPEAL

Section 1. Any proposed amendment to these Bylaws must be submitted to the Board of Directors in the form of a written resolution initiated by at least ten (10) voting Members and be referred to a Bylaws Committee for consideration and recommendation to the Board. If the Board approves such resolution by voting procedure detailed in Article XII, Section 5, the proposed amendment shall be referred to the general Membership for action as detailed in Section 3 of this Article.
Section 2. As the Club’s governing body, the Board of Directors may initiate suggested amendments to these Bylaws or recommend adoption of new Bylaws by creating a resolution which shall be referred to the general Membership for action as detailed in Section 3 of this Article.
Section 3. Repeal of or amendment to any section of these bylaws shall require a simple majority approval of the qualified voting Membership by email ballot, or in the absence of an email address, a mailed ballot.


ARTICLE XVI – RULES OF ORDER

Section 1. All meetings of the Membership, Board of Directors or committees of the Club shall be governed by the customary rules of Parliamentary Law, and Robert’s Rules of Order shall be the final authority on points which may be in dispute.