CONSTITUTION AND BYLAWS

American Advertising Federation Chattanooga

ARTICLE I – Name

The name of this organization shall be the American Advertising Federation

Chattanooga (“Federation”).

ARTICLE II – Objectives

The objectives of the club are to unify the advertising, marketing, media, and

public relations professionals of the community into a cooperative group; to

provide a social medium for the exchange of professional interests; to promote

legitimate and truthful advertising, better merchandising and marketing methods

and to stimulate advertising achievement, both creative and mechanical.

In furtherance of these objectives, the Federation welcomes applications for

membership from all qualified persons, without regard to race, color, religion,

national origin, sex, or political beliefs.

AAF Mission: To be the unifying voice for advertising.

ARTICLE III – Membership

Membership shall be of five classes: Professional Individual, Corporate, Student,

Faculty and Non-Profit.

Section 1. Professional Individual Member – Persons engaged and/or

interested in advertising and marketing, the field of communications, the

development of creative content, or engaged in the field of public relations shall

be eligible for Professional Individual Membership.

Section 2. Corporate Members – A company engaged and/or interested in

advertising and marketing, the field of communications, the development of

creative content, or engaged in the field of public relations. Corporate

membership shall include 5 employees designated by the company. Additional

employees may be added as members for $50 per person.

Section 3. Student Members – Persons pursuing a program of study, in

advertising, marketing, public relations, communications, creative design,

content creation, or related fields, shall be eligible for Student/Faculty

Membership.

Section 5. Non-Profit Professional and Educator Members – Those

individuals who are members of any organization whose status is defined as

non-profit or employed in academic instruction are eligible for special

membership rates.

Section 6. Self-Employed Freelancer Members – Those individuals who are

designated as self-employed under applicable tax laws.

ARTICLE IV – Finance

Section 1. Annual dues for each class of membership shall be an amount

determined by the Board of Directors to accommodate the AAF and AAF District

7 dues for members of an affiliate federation and shall be ratified by the AAFC

membership. Dues structure shall be as follows:

a) Professional Individual Membership – $150.00 a year.

b) Corporate Membership – $500.00 a year

d) Student Membership – $50.00 a year.

g) Non-Profit Professional and Faculty Membership – $75.00 a year.

h) Self-Employed Freelancer Membership – $75.00 a year.

Section 2. Membership dues shall be paid annually, in advance, at the

beginning of each calendar year.

Section 3. Membership dues shall include admission at no charge to monthly

program meetings and some special events (excluding special ticketed events).

If a member is unable to attend a monthly program meeting or special event

(excluding special ticketed events), he/she may send a representative in his/her

place. The representative must be employed by the same employer as the

member, and the representative may attend the function at no charge, just as

the member would. Faculty members may send a fellow faculty or student

representative from their school of employment.

Section 4. Members will be notified 90 and 30 days before their dues become

payable. If a member has not paid his or her dues 30 days after they become

payable, membership shall be automatically forfeited.

Section 5. Only members whose dues are paid may hold office or vote.

Section 6. Voting – if quorum (as defined in these by-laws) is not achieved at

a Board meeting or general meeting of the membership, the President(s) may

institute an electronic form of voting following that meeting to proceed with

decision towards the requested change and/or addition. In the case of an

electronic vote, all Board members (for a Board vote), or all paid membership

must receive notification of the electronic vote and 5 business days to vote.

ARTICLE V – Officers

Section 1. The elective officers of the Federation shall be:

a) 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 First Vice President shall succeed to the office of

President until the next regular election.

b) The First Vice President, shall be the president elect, and 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, the Second Vice

President shall succeed to the office of First Vice President until the next

regular election.

c) 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 Board of Directors shall choose a

successor to fill the unexpired term.

d) The Secretary, 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 Secretary, the President shall appoint an Acting Secretary, subject to

approval of a majority of the Board of Directors, who shall serve until the

next regular election.

e) The Treasurer shall assist the Board of Directors in all matters pertaining

to the finances of the Federation; assist the President(s) as needed in

presenting a statement of the Federation’s financial condition at each

regular meeting of the Board; assisting the President(s) in the collection

all sums due from all sources including help at the regular monthly

meeting; and verify the payment of all bills by the President(s) on order of

the Board of Directors.

f) The Historian, 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 Historian, the President shall appoint an Acting Historian subject to

approval of a majority of the Board of Directors, who shall serve until the

next regular election.

g) Board Members at Large, who shall serve for a period of one year on a

committee, with the intention of fulfilling a chair position the following

year. In an event of the inability of any elected Board Member at Large to

serve, the President(s) shall appoint a successor, subject to approval of a

majority of the Board of Directors. The new Board Member shall serve

until the expiration of his or her predecessor’s term or until the next

annual election, whichever comes first.

Section 2. The Board of Directors shall consist of twelve or more members

constituted as follows: the President, the First Vice President, the Second Vice

President, the Secretary, the Treasurer, the Historian, and the ten elected Board

Members at Large outlined in Section 1, Paragraph g. Any member who is an

officer or former officer of the AAF District 7 or of the AAF National shall

automatically be a member of the Board during his or her term of office with

either the district or American Advertising Federation.

Section 3. (a) Any elected officer or director that misses more than 3

unexcused, regularly scheduled board meetings will forfeit their board seat.

(b) Any officer or Director may be removed for cause upon two-thirds

(2/3) vote of the entire Board of Directors.

Section 4. Board approval is required for any officer or director to incur an

expenditure that exceeds $100 that is not a part of a pre-approved budget.

ARTICLE VI – Duties of Officers

Section 1. The President, or First Vice President (if there is a need to have

multiple in a fiscal year) shall preside at all meetings of the Federation and the

Board of Directors; appoint all committees, and perform the other duties usual

and appertaining to the office. He or she shall be The President, or his or her

appointed representative, shall attend every board meeting of AAF

District 7 (digitally or in person per budget allowance).

Section 2. In the absence of the President, the First Vice President shall

perform the duties of the President as outlined in Section 1. In the absence of

the First Vice President, the Second Vice President shall perform these duties.

Section 3. The Treasurer shall assist the Board of Directors in all matters

pertaining to the finances of the Federation; assist the President(s) as needed in

presenting a statement of the Federation’s financial condition at each regular

meeting of the Board; assisting the President(s) in the collection of all sums due

from all sources including help at the regular monthly meeting; and

verify the payment of all bills by the President(s) on order of the Board of

Directors. The Board of Directors can manage a detailed job description of these

duties. If this position is paid, the Treasurer relinquishes Board voting rights.

Section 4. The Secretary shall keep all records of the Federation; be

responsible for seeing that committee chairpersons give proper notification of all

meetings; make necessary reports to the Board; and perform such other duties

as the Board of Directors may direct. The Board of Directors can manage a

detailed job description of these duties.

Section 5. All written contracts and obligations of the Federation and checks

drawn on Federation funds shall be signed by any two of the following: the

President, or Vice President and Treasurer. All written contracts and obligations

shall be reviewed by the Board of Directors before signed approval.

Section 6. The Board of Directors shall pass upon all matters pertaining to the

executive operation of the Federation; hear all grievances; audit all accounts;

approve all contracts; and make recommendations to the Federation on matters

of policy.

ARTICLE VII – Election of Officers and Board of Directors

Section I. The nominating committee shall consist of the two past presidents

and nine members to be elected by the general membership at a meeting to be

determined by the board.

Section 2. Elections shall be held at a meeting to be determined by the board

and new officers and the Board of Directors shall be installed at the June

meeting (or a special members meeting called by the board as needed).

a) Additional nominations can be made from the floor after the nominating

committee has reported.

b) A majority of those present at the election meeting shall be necessary

to elect an officer or Board member.

ARTICLE VIII – Committees

Section 1. The President, with approval of the Board of Directors, shall

appoint such special committees as may be needed to carry on the work of the

Federation, and shall name the chairperson of each. Committee Chairs can be

filled by Board Members at Large as needed.

Membership – To secure new members and involve them in the

Federation.

Program – To arrange all programs and provide speakers.

Publicity – To properly publicize the Federation to the community.

Communications – To further communications between members

including

maintaining AAF of Chattanooga Website, email communications, and

social media assets.

Other Committees: – As deemed necessary by the Board of Directors for

that term of office.

ARTICLE IX – Compensation

Section 1. With the exception of the Treasurer position, no Board member

shall receive any salary or compensation for his or her elective duties.

Compensation of treasurer position can be determined by budgetary allowances

on a yearly basis.

Section 2. The Board of Directors may employ, upon approval of the

membership, an Executive Director, at a salary determined by the Board.

ARTICLE X – Meetings

Section 1. The regular meeting of the organization shall be held at such times

and places as the Board of Directors may determine. Members should have

access to meeting information about 30 days in advance of each meeting.

Section 2. The regular meetings of the Board of Directors shall be held the

first Thursday of each month.

Section 3. Special meetings with other organizations and social events may

be held at other times, upon approval of the Board of Directors. The President(s)

may call special meetings of the Board when he or she deems it necessary.

Section 4. Notice of meetings shall be sent out no later than one week before

the date of the meeting.

Section 5. Seven members of the Board, including at least one officer, shall

constitute a quorum.

ARTICLE XII – Amendments

This constitution may be altered, amended or replaced by the majority of the

general membership present at a regular meeting, providing that prior written

notice of the proposed changes has been furnished to the membership seven

days prior to the meeting.

Approved by the membership, May 18, 2011

Changes proposed Nov 7, 2013

Membership vote Nov 20, 2013

Changes proposed July 10, 2014

Membership vote August, 2014

Changes proposed March 9, 2017

Membership vote April, 2017

Changes proposed March 9, 2017

Membership vote April, 2017

Changes proposed June 4, 2018