INLAND EMPIRE AD CLUB BYLAWS
The name of this organization is to be the American Advertising Federation – Inland Empire, Also known as AAF – Inland Empire and Inland Empire Ad Club.
Mission Statement & Not-for-Profit Purpose
The AAF – Inland Empire is to be operated as a not-for-profit association for the purposes of promoting the education and free exchange of ideas and information relating to all disciplines of advertising in the Inland Empire, to encourage excellence in advertising, and to support the activities of the American Advertising Federation.
All persons interested in the above purposes shall be eligible for membership. The Board of Directors may determine the types of memberships that are available and the benefits of each of those membership types. Memberships may include Company, Individual, Student and others, as the board deems appropriate. Student members may not serve as officers of the club.
Dues and Standing
Dues for membership will be set by the board of directors. To be considered in good standing, a member must have paid their dues in full. The Board of Directors shall have the authority to grant memberships as they see fit, and by a majority vote of the board. The treasurer or a board appointee shall invoice each current member 30 days prior to their membership expiration date. Dues must be paid within 60 days of the invoice date. Those members in arrears 90 days after the invoice date may be dropped from club membership.
Board of Directors
Management of the affairs of the AAF – Inland Empire shall be vested in the all-volunteer Board of Directors, all of whom must be members in good standing of the AAF – Inland Empire. The Executive Committee shall include a President, Vice President, Treasurer, Secretary, and Immediate Past President. The Executive Committee shall be voted for by the full membership of the AAF – Inland Empire with the exception of the Immediate Past President who will be the person who was the last previously elected President who is willing to serve in that role. The President will appoint all other Board Members, which shall be approved by a majority vote of the Board of Directors. Committee chairpersons shall be voted in by a majority of the Board of Directors and shall be considered to be Board Members, with one Board vote per Chairperson.
The Executive Committee may act for the Board between meetings of the Board. However, in all matters the Board may overrule the Executive Committee. The Executive Committee shall meet at the request of the President or a majority of the Executive Committee. Meetings may be held in person, via telephone conference call, online conference, or via email. Conference calls will be documented by email votes, which will stand in the place of club minutes.
One person may hold more than one office at a time, but no more than two concurrent positions.
No more than two people from any one company may serve on the Board of Directors at one time.
Term of Office
The term of office for a member of the Board will be one year. Board members may serve additional terms if elected or appointed to that position for additional terms. The President and Vice President serve no longer than two consecutive years. An individual may serve more additional terms as President, but no more than two consecutively.
When vacancies on the Board occur, the President will appoint a successor to serve the remainder of the term, subject to approval by the Board
Board member may be removed from the Board if they are not fulfilling the duties for the position they hold, miss three or more board meetings, and/or whose actions are deemed to be detrimental to the club. Board members can be removed by a simple majority vote of the Board. Any Board member may call for a vote to remove another member. If a Board member is removed, the President will then appoint another person to fill that person’s position, with that person voted in by a simple majority vote of the Board of Directors. In the event that the President is removed, the Vice President will immediately assume the position of President. In the event that both the President and Vice President are removed, then the remaining Board members will elect an acting President. The acting President will be required to hold a new election for President and Vice President within 30 days, and such election will be among all active club members.
The AAF – Inland Empire has an all-volunteer Board of Directors. The Board of Directors has the authority to hire the services of a person or persons to assist the Board in their duties. If a Board member’s services are to be hired, that Board member shall recuse him- or herself from any votes germane to his or her hire or responsibilities. Those who are not already Board members and have been hired to assist the Board will not be entitled to a vote on Board issues, and will be entitled to a member vote, when necessary, only if they are an active member(s).
Election of Officers
By the March board meeting, the President shall appoint a Nominating Committee of three (3) members in good standing to determine the selection of the next Executive Committee. The Immediate Past President, shall chair the committee. If the Immediate Past President is not available or declines to chair the committee, a previous Past President will be appointed. The Vice President is excluded from being on the Nominating Committee.
Eligibility for nomination and holding Presidential office: No person may be nominated for or hold office unless that person is a member in good standing and has served on the Board of Directors for a minimum of one year.
The Nominating Committee will prepare a list of Nominees. Prior to release of their names, nominees must have been contacted by the committee and expressed a willingness to serve if elected.
The committee must mail or email the list of Nominees for Executive Committee to all board members by April 1. Active members will be notified of the nominees on April 1 and will be given the opportunity to make additional nominations by April 15. Additional nominees must be contacted by the committee and express a willingness to serve if elected. On or before May 1, a ballot containing all nominees will be sent to active members for their vote, with the voting period to end by May 15. The results of the vote will be communicated to active members immediately after the results are tabulated.
For the purpose of such election, each member eligible to vote shall be entitled to one vote as follows: 1) Company members, one (1) vote per company; 2) Individual members, one (1) vote per individual member; 3) Student members, zero (0) votes per member.
Duties of Officers:
The following are the duties of the President: 1) to communicate regularly with the Executive Committee and the Board to further the work of the club; 2) direct communications to members as required or necessary; 3) to appoint Board Members, with majority approval of the Board of Directors; 4) appoint such committees and committee chairpersons as deemed necessary to accomplish the work of the Club, with majority approval of the Board of Directors; 4) to sign with the Vice President and any other board-designated signers all contracts and obligations of the Club that have been approved by the Board; 4) attend the National and Western Region Conference at Club expense when funding is available; 5) instruct the Vice President as to Presidential duties and club business and history; 6) attend AAF District 15 (D15) board meetings and other board meetings as required, and sit on D15 Board of Directors as required by D15.
The following are the duties of the Vice President: 1) to assist in all club duties as the President directs; 2) assume duties of the President when the President is absent or incapacitated; 3) perform such duties as assigned by the President; 4) attend the National and Western Region Conference at Club expense when funding is available;
The following are the duties of the Treasurer: 1) to be responsible for all collections and disbursements; 2) maintain financial records of the club; 3) make a full report of all receipts and disbursements to the Board of Directors at each Board meeting along with profit and loss statement, income and expense statement, net worth report, and any other reports as requested by the Board. 4) Provide access to on-line banking to all Executive Committee members 5) Provide any financial documents to club members who may request them.
The following are the duties of the Secretary: 1) to keep a permanent record of the minutes of all meetings of the Executive Board and Board of Directors meetings and to distribute copies of all minutes to all board members and committee chairs; 2) to assist the President in carrying on correspondence and perform such other duties as may be assigned by the President.
In addition to these officers, the AAF – Inland Empire Board President may delegate various standing and ad hoc committee chairs. It is not required that a committee chair necessarily be a member of the Board of Directors. However, a Board member shall be responsible for seeing that the committee performs its mandated function.
All committee chairs may appoint members to their committee.
Every board member has a fiduciary responsibility to club members to handle club finances in a responsible and ethical manner. Any board member who violates their fiduciary duty may be immediately terminated from the board according to the procedures in Article V. No single officer or committee member shall have the authority to commit AAF – Inland Empire on matters of policy or to create financial obligations. All policies, plans, and actions shall be subject to the majority approval of the Board of Directors.
Fiduciary responsibility of each Board member is limited to the period of time during which the member is a member of the Board of Directors, except as addressed by local, state, and federal laws.
AAF-Inland Empire will follow the recommendations set forth by the American Advertising Federation for local club finances.
The fiscal and operating year of the AAF – Inland Empire will be July 1 through June 30.
Board meetings will be held at a time, place, and interval decided by the President and agreed upon by a majority of the Board. There will be a minimum of one board meeting each quarter.
A general membership meeting may be held at any time, at the discretion of the Board of Directors.
A majority of those members in good standing of the AAF – Inland Empire present will constitute a quorum for the transaction of business at general meetings. A simple majority of Board members will constitute a quorum at Board meetings. Issues will be decided by majority vote of those Directors present, except bylaws amendments which are outlined in article XIII.
These bylaws may be repealed or amended as follows.
1) Suggested changes are presented to the Board of Directors and approved by a 2/3 majority vote of all Board members. Vote may be taken in person or via email.
2) The Board-approved changes will be presented to the entire membership via email. The email will give members the suggested new bylaws, as well as a summary page listing the specific changes, in order to make it easier for members to understand what they are voting on.
3) Active members will be given a minimum of two weeks to respond with their vote.
4). A simple majority of voting members is necessary for approval. In the event that no active member casts a vote, a 2/3 majority vote of the entire Board will be considered sufficient.
In the event it becomes necessary to dissolve AAF – Inland Empire, any remaining monies in the treasury will be used at the discretion of the Board of Directors, in a way consistent with the Mission Statement and Purposes of the club.