Article I Name Article IX Quorums
Article II Purposes Article X Fiscal Year
Article III Membership Article XI Appointments
Article IV Initiation Fees and Dues Article XII Indemnification of Officers and Directors
Article V Board of Directors Article XIII Not-For-Profit Organization
Article VI Duties of Officers and Directors Article XIV Parlimentary Authority
Article VII Committees Article XV Amendments
Article VIII Meetings Article XVI Distribution of Assets Upon Dissolution

ARTICLE I
Name

This organization shall be known as American Advertising Federation – Dubuque.
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ARTICLE II
Purposes

The American Advertising Federation – Dubuque advances the role of advertising as a vital and essential part of the Dubuque area economy and culture by serving and leading its membership through educational programming, networking opportunities and recognition of excellence.
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ARTICLE III
Membership

There shall be three classes of membership: Active, non profit, and honorary.

SECTION 1: Active Persons of good standing in the community who are engaged in buying, selling or creating advertising; or publicity; or in public relations; or who are connected with a business closely related to advertising shall be eligible to be active members.

SECTION 2. Non.profit. Persons who meet active membership requirements and are employed by non profit agencies or organizations shall enjoy the same membership privileges as active members at reduced membership dues.

SECTION 3. Honarary. Persons who, in the opinion of the organization, have given distinguished service in the field of advertising. Honorary members shall not be eligible to hold office or to vote. Honorary members may be elected upon recommendation of the Board of Directors by a two thirds vote of the members at any regular meeting of the organization.
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ARTICLE IV
Initiation Fees and Dues

SECTION 1. Initiation fees may be imposed by board action.

SECTION 2. Nonprofit members shall be eligible for reduced membership dues as determined by the Board of Directors.

SECTION 3. Honorary members shall not be required to pay initiation fees or dues.

SECTION 4. Members shall indicate when they are paying their dues whether they wish to be considered a corporate member or an individual member.

SECTION 5. An individual membership shall stay with that individual throughout the year, no matter by whom they are employed.

SECTION 6. A corporate membership shall be paid for by the employer and shall belong to that company. Each corporate membership shall be assigned to an individual who shall be considered a member of this organization. If that person leaves the company during the year they shall no longer be considered a member of this organization under that application and the company may assign the membership to a different employee.

SECTION 7. Corporate membership (companies that have 3 or more members) shall be at a reduced rate to be determined by the Board of Directors.

SECTION 8. The dues for this organization shall be established by the Board of Directors at least 45 days prior to the beginning of the membership year. Any dues changes during the year shall not go into effect until at least 60 days after they are approved by the Board of Directors and written notification is sent to the membership. Dues increases during the year shall only affect new members joining.

SECTION 9. The dues for new members shall begin on the first day of the month of their membership and be prorated for the balance of the year.

SECTION 10. Any member of American Advertising Federation – Dubuque whose dues have been in arrears for 30 days shall be notified by the treasurer, citing the provision of this section. If such arrears are not paid within 30 days after such notification, the delinquent member shall be notified again and granted 30 days grace. At the end of this period, with board approval, his/her membership may be forfeited.
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ARTICLE V
Board of Directors and Officers

SECTION 1. The management of the affairs of the American Advertising Federation – Dubuque shall be vested in the Board of Directors.

SECTION 2. The Board of Directors shall consist of the officers and up to 10 directors.

SECTION 3. The officers shall consist of a president, first vice president, second vice president, secretary, treasurer, and past president. Any active member, in good standing, shall be eligible for appointment as an officer. The Past Presidents position shall be filled by the immediate past president, unless they are unable to serve, then the board may appoint someone to fill this position, preferably with another past president. The officers shall be appointed for a one year term and shall serve until their successors are appointed.

SECTION 4. The directors shall be appointed annually for a term of two years each or until their respective successors are appointed.

SECTION 5. In the event of the death or resignation of any officer or director, the Board of Directors shall appoint a successor who shall take office immediately and serve until the next annual meeting.

SECTION 6. The immediate past president shall automatically be an officer of the Board of Directors.

SECTION 7. The Board of Directors may, at its discretion, employ a paid executive director and/or executive secretary whose duties and compensations shall be as defined by the Board of Directors. The Board of Directors shall also be empowered to employ such additional staff as may be required.

SECTION 8. A schedule of regular meetings of the Board of Directors shall be set up by the board within 30 days after the annual meeting. Special meetings may be called by the president by notice in writing, mailed to each of the members of the board at least five days before the called meeting. Special meetings may also be called by the secretary upon written notice to him/her, 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.

SECTION 9. Three consecutive absences without sufficient reason by an individual member from the regularly scheduled meetings of the Board of Directors may be subject to dismissal by board action.
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ARTICLE VI
Duties of Officers and Directors

SECTION 1. The president shall be the chief executive officer of American Advertising Federation – Dubuque and the Board of Directors. The president shall preside over all meetings of the organization and of the Board of Directors and shall be an exofficio member of all committees except the nominating committee. The president shall appoint all committee chairs with the exception of the nominating committee, such appointments to be subject to the approval of the Board of Directors. The president and the treasurer shall sign all written contracts and obligation of the organization, which must have prior approval of the Board of Directors to be legal and binding. The president shall, with the approval of the officers of the Board of Directors, appoint the committees for which the officers of the organization will be responsible.

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/disability of the latter. The first vice president shall be responsible for committees as described in SECTION 1.

SECTION 3. The second vice president shall be vested with all the powers and shall perform all the duties of the first vice president in the absence or disability of the latter and shall be responsible for committees as described in SECTION 1.

SECTION 4. The secretary shall keep a true and accurate record of all proceedings of the organization and the Board of Directors’ meetings, which shall be the property of American Advertising Federation – Dubuque and shall conduct the correspondence of the organization under the direction of the Board of Directors and/or the president; and send out all notices. Under the direction of the president, the secretary shall have charge of the clerical work and be responsible for committees as described in SECTION 1.

SECTION 5. The treasurer shall receive and deposit all moneys in the name of the American Advertising Federation – Dubuque in a bank or trust company selected by the Board of Directors, issue receipts, make all authorized disbursements, and at each annual meeting render an itemized statement, certified to by an auditing committee of three appointed by the president, of the financial condition and the receipts and disbursements of the current fiscal year. The treasurer may be bonded for an amount to be determined by the Board of Directors. The treasurer shall serve on the finance committee and be responsible for committees as stated in SECTION 1.

SECTION 6. The Board of Directors shall have charge of the general management of American Advertising Federation – Dubuque and shall pass upon the eligibility of applicants for membership, hear all grievances, authorize and audit all expenditures and approve all appointments.
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ARTICLE VII
Committees

SECTION 1. The president will, with the approval of the Board of Directors, establish committees and appoint the chair of each of the following committees. All committee chairs shall serve for one year or until their successors are appointed.

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 American Advertising Federation – Dubuque and shall name the chair of each.

SECTION 3. All committee plans and actions shall be subject to the approval of the Board of Directors. No committee shall have the authority to commit American Advertising Federation – Dubuque on matters of policy or to create financial obligation beyond those approved by the Board of Directors.
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ARTICLE VIII
Meetings

SECTION 1. The annual meeting of American Advertising Federation – Dubuque shall be held in the month of May each year. Written notice of same shall be sent to each member at least two weeks prior to the date of the meeting, giving date, hour and place of meeting, as determined by the Board of Directors.

SECTION 2. The regular meetings of the organization 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, by the Board of Directors, or by written request from any five members in good standing providing all members are notified in writing of time, place, and purpose of meeting.
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ARTICLE IX
Quorums

SECTION 1. Twenty five percent of the active members shall constitute a quorum for the transaction of business at any meeting of the organization.

SECTION 2. A majority 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.
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ARTICLE X
Fiscal Year

The fiscal year for this organization shall be June 1 through May 31.
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ARTICLE XI
Appointments

SECTION 1. Officer and director appointments shall be made at the annual meeting. Only active members in good standing may be nominated and appointed to the Board of Directors or as an Officer.

SECTION 2. The Board of Directors shall appoint, at least 60 days before the annual meeting, a nominating committee of five members in good standing; a majority of which must not be members of the Board of Directors. The current president shall not be a member of the nominating committee.

SECTION 3. At least 45 days prior to the election, the nominating committee shall prepare a slate of nominees equal to or less than the number of vacant seats on the Board of Directors for the next fiscal year and report these nominations to the Board of Directors. No candidate shall be proposed for office unless s/he has consented to serve.

SECTION 4. The Board of Directors will discuss the nominations and make recommendations for appointment approval/disapproval to the nominating committee. A majority vote from the Board is required to appoint officers and elect directors.

SECTION 5. Upon Board approval of appointment nominations, the committee shall report these appointments to all members at least 30 days prior to the annual meeting. The American Advertising Federation – Dubuque newsletter may be used for this purpose.

SECTION 6. Additional appointment nominations may be made by written petition, signed by at least ten active members, provided all such additions shall be in the hands of the nominating committee at least 15 days prior to the annual meeting.

SECTION 7. The nominating committee shall issue the final list of appointments in writing, incorporating any additional nominees who have been properly endorsed, to all members present at the annual meeting.

SECTION 8. At the annual meeting, the chair of the nominating committee shall read the slate of approved director appointments. The chair shall next read the list of approved officer appointments.

SECTION 9. In the event that additional, properly endorsed candidates are submitted by persons other than the nominating committee, thus creating more candidates than board seats, a secret ballot election shall be held and the chair shall be assisted by two tellers who will tally the ballots. The tellers may not be candidates for election. A written report shall be given immediately to the president, who shall announce the results of the election and declare the officers and directors elected.
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ARTICLE XII
Indemnification of Officers and Directors

If in the future any director or officer or former director of officer of this organization or the estate of these persons shall be a defendant in any suit or legal action, or threat of suit or legal action because of, or in connection with, circumstances arising from any said director or officer’s act, or any such event, it shall be the policy and sense of this organization that the then existing Board of Directors shall consider each circumstance submitted to it and determine as to whether or not this organization will provide to such director, officer, or estate any or all legal counsel or costs.
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ARTICLE XIII
Not-For-Profit Organization

This organization shall operate as a not for profit organization. Any income received shall be applied only to the not for profit purpose and objectives of the organization and administration costs, and no part of the income shall insure to the benefit of any officer or member.
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ARTICLE XIV
Parlimentary Authority

Roberts’ Rules of Order, Revised shall be the authority of this organization in all matters not covered by these bylaws.
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ARTICLE XV
Amendments

SECTION 1. The bylaws may be amended by a two thirds vote of the active members present at any business meeting. A quorum must be present.

SECTION 2. Amendments 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 sent to each member of the organization no more than one week after it has been presented to the board. This may also be done through the organization’s publication.
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ARTICLE XVI
Distribution of Assets Upon Dissolution

SECTION 1. Upon the dissolution of American Advertising Federation – Dubuque, the assets of American Advertising Federation – Dubuque shall be applied and distributed as follows:

  • All liabilities and obligations of American Advertising Federation – Dubuque shall be paid, satisfied and discharged, or adequate provisions made thereof.
  • All other assets of American Advertising Federation – Dubuque shall be transformed to one or more domestic corporations, societies, educational institutions, or organizations engaged in similar activities, pursuant to plan of distributions of assets adopted by the Board of Directors as provided by law.

SECTION 2. Prohibition. In no event shall the assets of American Advertising Federation – Dubuque be distributed to any board member, officer, or individual member upon dissolution of American Advertising Federation – Dubuque.
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