BYLAWS

ARTICLE I
GENERAL

SECTION 1. NAME.
The name of this Federation shall be Advertising Federation of Fort Wayne, Inc. (hereinafter called Federation) with its principal place of business at Fort Wayne, Indiana.

SECTION 2. PURPOSE.
The purpose of the Federation shall be: To promote and improve the advertising industry by: Promoting the development and effective use of advertising as an instrument of marketing; Fostering higher standards of practice in advertising; Expanding recognition of advertising; and Cultivating a better understanding of the economic and social values of advertising to all people.

SECTION 3. AREA.
The area covered by the Federation shall include the Indiana counties of Adams, Allen, DeKalb, Huntington, Kosciusko, LaGrange, Noble, Steuben, Wabash, Wells, and Whitley (hereinafter called Area).

SECTION 4. AFFILIATION.
The Federation is affiliated with the American Advertising Federation and Sixth District, American Advertising Federation.

SECTION 5. GOVERNMENT.
The government of the Federation shall be vested in a Board of Directors (hereinafter called Board) who shall be voting members of the Federation. The Board shall consist of not less than fifteen (15) nor more than nineteen (19) elected members; the Immediate Past President, in case his/her regular term as Director has expired; and the President or Executive Officer of the Better Business Bureau of Northeastern Indiana, Inc.

SECTION 6. LIMITATION OF METHODS.
The Federation shall be non-profit, nonpartisan and nonsectarian.

ARTICLE II
MEMBERSHIP

SECTION 1. ELIGIBILITY.
Any person residing in the defined Area (or a person representing a firm located in the same Area) who is of good standing in the community and is: Engaged in buying, selling, teaching, or creating advertising, publicity, or public relations; Currently seeking employment in a profession that would meet one of the first two criteria, and having previously met any one of the afore-mentioned membership criteria; Enrolled in an advertising curriculum or its related areas; Retired from advertising and related professions.

SECTION 2. ELECTION.
Application for membership shall be in writing on forms provided for that purpose and shall be signed by the applicant. The application shall be submitted to the Board for review. The Board shall have full authority to accept or reject any application and assign the classification of membership. Election of members shall be by the Board at any meeting thereof. Any applicant so elected shall become a member upon payment of the regularly scheduled dues or transfer fees as provided in Article II, Section 5, A-D.

SECTION 3. CLASSIFICATIONS.
There are four classifications of membership: Active, Associate, Honorary, and Academic.

A. ACTIVE.
A person residing in the Area (or a person representing a firm located in the same Area) who is engaged in buying, selling, creating, or teaching advertising, publicity or public relations, or who is in an activity closely related to advertising, or a person in the Area who is currently seeking employment in a profession that would meet one of the first two membership criteria, and having previously met any one of the afore-mentioned membership criteria.

B. ASSOCIATE.
A person residing in the Area (or a person representing a firm located in the same Area) who is retired from advertising and related professions, but who at one time was engaged in buying, selling or creating advertising, publicity or public relations, or was in an activity closely related to advertising.

C. HONORARY.
A person who is retired from full-time employment within the advertising industry, or who is no longer residing in the community; who has been an Active member in good standing of the Federation for not less than five (5) years, or some notable person outside the Federation’s sphere who has made a significant personal contribution to the advertising profession; who has supported the Federation with reasonable attendance, or some outstanding interest; who has made a significant personal contribution to the Federation activities and/or projects. Honorary members are recommended for membership by Committee and elected to such membership by the Board.

D. ACADEMIC.
A student enrolled in an advertising, publicity, public relations, or related areas curriculum.

SECTION 4. VOTING.
The four classifications of membership shall be divided into two categories:

A. VOTING AND/OR OFFICE-HOLDING MEMBERS.
Voting and/or office-holding members shall be from the Active, Associate and Honorary classifications, and shall be entitled to cast one vote.

B. NON-VOTING AND/OR NON-OFFICE HOLDING MEMBERS.
Non-voting and/or non-office holding members shall be from the Academic classification and shall not cast any vote.

SECTION 5. DUES AND TRANSFER FEES.
Membership dues for all classifications of membership and transfer fees shall be at such rate or rates, schedule or formula as may be from time to time prescribed by the Board. The dues structure is based on a fiscal year of July 1 of one year through June 30 of the following year.

A. FULL YEAR DUES.
A person accepted into membership of the Federation from July 1 through June 30 of the following year shall pay full year dues.

B. PARTIAL YEAR DUES.
A person accepted into membership of the Federation from February 1 through June 30 of the same year shall pay partial year dues.

C. TRANSFER FEE.
A transfer fee applies to all company/corporation paid memberships as stated in Article II, Section 6.A.

D. EXCEPTIONS.
The President or Executive Officer of the Better Business Bureau of Northeastern Indiana, Inc. shall not (by reciprocal agreement) be required to pay dues. Elected Honorary members shall not be required to pay dues.

SECTION 6. EXERCISE OF PRIVILEGES.
Companies/corporations and individual members shall have the right to petition the Board for a transfer of membership. Application for membership transfer shall be in writing, on forms provided for that purpose, and signed by the applicant. The Board shall have full authority to accept or reject any transfer of membership and assign the classification of membership. Transfer of membership shall be by approval of the Board at any meeting thereof. Any applicant for transfer of membership shall be considered a member upon positive action by the Board and upon payment of the transfer fee.

A. COMPANY/CORPORATION PAID MEMBERSHIPS.
Companies/corporations which pay membership dues for an employee may petition the Board for a transfer of membership upon termination of the employee and the hiring of a new employee who meets eligibility qualifications. The prescribed transfer fee shall accompany the request for transfer.

1. Members who leave the employ of companies/corporations which have paid membership dues shall forfeit that company-sponsored membership and must reapply for membership as stated in Article II, Section 2, and meet the eligibility requirements.

B. INDIVIDUAL PAID MEMBERSHIPS.
Members who have paid their own dues shall not forfeit their membership status when leaving a company/corporation under whose name their original membership was approved. Within thirty (30) days after resignation or employment with a new employer (whichever comes first), the member shall notify the Board of the change so that eligibility qualifications can be verified and/or a new classification of membership assigned. Current dues will be considered as paid.

SECTION 7. TERMINATION.
Any member may resign from the Federation. Any member may forfeit membership for non-payment of monies owed.

A. RESIGNATION. Any member may resign from the Federation upon written request to the Board.

B. NON-PAYMENT OF MONIES OWED.
1. Members shall receive notice of a past-due account thirty (30) days after due date which will state, in part, that at forty-five (45) days the member will be considered not in good standing.
2. At forty-five (45) days, the member is not in good standing.
3. Members shall receive a final notice at sixty (60) days in arrears which will state, in part, that if his/her account is not current within fifteen (15) days, the Board will vote on the termination of the membership and that the account will be subject to collection by appropriate legal means.

ARTICLE III
MEETINGS
SECTION 1. REGULAR MEETINGS.
Regular meetings of the Federation shall be held at such times and places as the Board may determine and notices thereof mailed to each member at least ten (10) days before said meeting. Reservation and cancellation deadlines and charges made according to a Board-approved schedule which affect costs will be clearly stated on the notice.

SECTION 2. SPECIAL MEETINGS.
Special meetings of the Federation may be called by the President at any time, or upon petition in writing of at least twenty-five percent (25%) of the voting members in good standing. Notice of special meetings shall be mailed to each member at least five (5) days prior to such meetings.

SECTION 3. REGULAR BOARD OF DIRECTORS MEETINGS.
Regular Board of Directors meetings shall be held on a monthly basis, twelve times each year at such times and places as the President may designate. Members of the Board shall be notified of such meetings at least five (5) days before said meeting.

SECTION 4. COMMITTEE MEETINGS.
Committee meetings may be called at any time by the President, respective Vice Presidents, or by the Committee Chairperson.

SECTION 5. QUORUM.

A. GENERAL MEMBERSHIP QUORUM.
At any duly called and/or general membership meeting of the Federation, twenty-five percent (25%) of the voting membership shall constitute a quorum for the transaction of business.

B. BOARD QUORUM.
A simple majority of fifty-one percent (51%) of Directors shall constitute a quorum.

C. COMMITTEE QUORUM.
A simple majority of fifty-one percent (51%) of Committee members shall constitute a quorum.

ARTICLE IV
BOARD OF DIRECTORS
SECTION 1. COMPOSITION OF THE BOARD.
The Board of Directors shall be composed of at least fifteen (15) and not more than nineteen (19) members, one-third (1/3) of whom shall be elected annually to serve for three (3) years, or until their successors are elected and have qualified; the Immediate Past President, in case his/her regular term as Director has expired; and the President or Executive Officer of the Better Business Bureau of Northeastern Indiana, Inc.

SECTION 2. LIMITATION.
No Board member can be elected to more than two consecutive terms.

SECTION 3. SELECTION AND ELECTION OF DIRECTORS.
Selection and election of Directors shall be by nomination.

A. NOMINATING COMMITTEE.
At the regular December Board meeting, the Board shall appoint a Nominating Committee consisting of one (1) Past President who will serve as Chairperson; one (1) Board member; and three (3) non-Board voting members, none of whom would be eligible for election in that year. The first meeting of the Committee shall be held no later than December 31. 1. The Committee shall prepare a slate of not less than two (2) nominees for each vacant Directorship. This slate shall be presented at the February Board meeting. Each candidate must be a voting member in good standing (per Article II, Section 7.B.) and must have agreed to accept the responsibility of a Directorship, which have been fully explained.

B. PUBLICITY OF NOMINATIONS.
Upon receipt of the slate of the Nominating Committee, the President shall instruct the Nominating Committee Chairperson to notify the membership by mail prior to February 15 of the names of persons nominated as candidates for Directors, and the privilege of write-in votes.

C. DETERMINATION.
The ballots shall be marked in accordance with instructions printed on the ballot and returned to the Nominating Committee Chairperson for announcement at the April Board meeting. At that time, the candidates with the greatest number of votes will be declared by the Board to be elected. The results of the balloting shall be announced to the general membership in writing and at the next general meeting.

SECTION 4. SEATING OF THE NEW DIRECTORS.
All newly elected Board members shall attend the regular May and June Board meetings and will be seated at the July meeting. At the May meeting, the entire new Board assumes the responsibility of electing Officers whose regular terms of office will begin July 1. Retiring Directors and Officers are not eligible to vote for Officers but shall continue to serve until June 30.

SECTION 5. BOARD MEMBER/OFFICER REPLACEMENT.
Any vacancies occurring in the offices or the Board shall be filled as prescribed by the Board of Directors which process shall include a recommendation by the current Nominating Committee Chairperson.

SECTION 6. BOARD ATTENDANCE REQUIREMENT.
Board members are expected to take an active role on the Board, and at the Federation’s regular functions. Board Members must attend at least 75% of Board meetings or miss no more than two consecutive Board meetings within the fiscal year. If a Board member does not meet these requirements, said Board member may be excluded from the Board by majority vote.

SECTION 7. BOARD RESPONSIBILITIES.
The Board is responsible for formulating the policies of the Federation. Board members are responsible for liaison with an assigned number of the general membership.

SECTION 8. MANAGEMENT.
The Board may at its discretion employ a paid management employee who is wholly responsible to the Board but reports directly to a committee chaired by the President and comprised of the President, Treasurer, and Vice Presidents of Programs, Membership and Awards.

SECTION 9. CONFLICT OF INTEREST.
No person may serve as a Board member if such person, or such person’s spouse, is a partner, majority shareholder, officer or client of any firm which transacts any business with the Advertising Federation or receives income from Federation-related transactions with any other firm unless:

A. Such relationship is revealed in writing to the President of the Federation and distributed to all members of the Board of Directors;

B. Such writing is provided to the President within ten (10) days after such relationship first becomes known to the Board member;

C. And upon acceptance by a majority vote of the Board of Directors.

ARTICLE V
OFFICERS

SECTION 1. DETERMINATION OF OFFICERS.
The Board (new and retiring Directors) at its regular May meeting shall organize for the coming year with the incoming Board nominating the candidates for office and electing its Officers. At this meeting, the entire new Board shall elect the President, President-Elect, Vice President-Awards, Vice President-Education, Vice President-Ethics/Legislation, Vice President-Membership, Vice President-Programs, Vice President-Public Service, Vice President-Communications, Recording Secretary, and Treasurer. Officers will be elected from members of the new Board provided he/she has served one full year on the Board. Also eligible for election to office are Board members whose terms are expiring. All Officers shall serve for a term of one (1) year beginning July 1, or until their successor assumes the duties of office, and they shall be voting members of the Board. (No Director may hold an Officer position they have occupied for the previous two years. In addition, any Director assuming the responsibilities of any Officer position shall serve a term of one (1) year and not more than two (2) consecutive years.)

SECTION 2. DUTIES OF OFFICERS.

A. PRESIDENT.
The President shall be the chief executive officer of the Federation and of the Board. The President shall, with advice and counsel of the President-Elect and the Vice Presidents, determine all Committees, except the Nominating Committee, select all Chairpersons, and assist in the selection of Committee personnel (subject to the approval of the Board). He/She shall be an ex-officio member of all Committees except the Nominating Committee. The President shall sign all written contracts and obligations of the Federation, which must have prior approval of the Board to be legal and binding. He/She and/or the President-Elect, or representative(s) of the Federation, duly authorized by the Board, may represent the Federation at the annual convention of the American Advertising Federation. The President shall appoint a District Relations Chair to act as liaison to the Sixth District Board, and shall appoint a Business Relations Chair to act as liaison to the Better Business Bureau of Northeastern Indiana, Inc.

B. PRESIDENT-ELECT.
The President-Elect shall be vested with all the powers and may perform all the duties of the President in the absence or disability of the latter. The President-Elect shall observe and assist the President by being an active part of Committees and decisions in preparation for the assumption of the office of the President in compliance with the Bylaws regarding the election of Officers. The President-Elect may simultaneously hold another Board office.

C. VICE-PRESIDENTS.
Any one of the seven Vice Presidents shall be vested with all of the powers of the President-Elect and may perform all of the duties of the President-Elect in the absence or disability of the latter.

1. Vice President-Awards.
He/She shall serve as Chairperson of an Awards Committee and shall be responsible for all awards programs and the placing of entries with the American Advertising Federation. Specifically, the Vice President-Awards shall have full responsibility for American Advertising Awards competition and placing of entries in AAF competition. He/She shall organize a Silver Medal Award Committee and be responsible for research, voting, results, presentation, and entry of the recipient’s resume into AAF competition.

2. Vice President – Communications
He/She shall serve as Chairperson of a Communications Committee and shall be responsible for all manner of communication and public relations to the general membership and within the community including but not limited to membership roster, programs, general meetings, newsletter, website and e-mail in coordination with other Vice Presidents’ responsibilities.

3. Vice President-Education.
He/She shall serve as Chairperson of an Education Committee and shall plan and execute projects in the field of education as approved by the Board.

4. Vice President-Ethics/Legislation.
He/She shall serve as Chairperson of an Ethics/Legislation Committee and shall be responsible for fostering and encouraging the higher standards of practice and professionalism in advertising. He/She shall maintain local and State government relations and monitor all State legislation affecting the area advertising community. The responsibility of this position will be provided by the Ethics/Legislation Committee in its entirety. The Vice President-Ethics/Legislation Committee reports to the Board on a regular basis.

5. Vice President-Membership.
He/She shall serve as Chairperson of a Membership Committee and shall be responsible for the solicitation of new memberships in the Federation, and investigation for eligibility qualifications, transfers of memberships, and recommendations for changes in membership classifications or status.

6. Vice President-Programs.
He/She shall serve as Chairperson of a Programs Committee and shall be responsible for coordinating all general membership programs or special activities in coordination with other Vice Presidents’ responsibilities. He/She shall coordinate all meeting places, times, prices, physical arrangements, travel, etc.

7. Vice President-Public Service.
He/She shall serve as Chairperson of a Public Service Committee and shall plan and execute projects in the field of public service as approved by the Board.

D. RECORDING SECRETARY.
The Recording Secretary shall record the minutes of all meetings of the Federation and of the Board and present them for approval at each Board meeting; issue notices of meetings; keep all Federation records; and perform all other duties customarily pertaining to the office.

E. TREASURER.
The Treasurer shall be responsible for the safeguarding of all funds received by the Federation and for all their proper disbursement. Such funds shall be kept on deposit in financial institutions approved by the Board, subject to checks signed by the Treasurer, or, in his/her absence, by authorized members of the Board. He/She shall head a Finance Committee, if so appointed, whose responsibility is to prepare budgets and financial situation reports for the Board. Each fiscal year, the Treasurer shall submit the past year’s books to a Certified Public Accountant or a Board approved Audit Committee for audit. Following the audit, the Treasurer shall present the audit report of the financial condition of the Federation to the Board.

SECTION 3. EXECUTIVE COMMITTEE.
The Executive Committee shall act for and on behalf of the Board when the Board is not in session, but shall be accountable to the Board for its action. It shall be composed of the President, President-Elect, Immediate Past President, the six Vice Presidents, Recording Secretary, and Treasurer. The President shall serve as Chairperson.

ARTICLE VI
COMMITTEES

SECTION 1. APPOINTMENT AND AUTHORITY.
The President, by and with the approval of the Board, shall appoint all Committees and Committee Chairpersons (except the Nominating Committee). He/She may appoint such ad hoc Committees and their Chairpersons as deemed necessary to carry out the programs of the Federation. The President shall serve as ex-officio member of all Committees except the Nominating Committee. In no event shall a Committee exceed the term of the appointing President.

It shall be the function of each Committee to make investigations, conduct studies and hearings, make recommendations to the Board, and to carry on such activities as may be delegated to them by the Board.

SECTION 2. LIMITATION OF AUTHORITY.
No action by any Committee member shall be binding upon, or constitute an expression of, the policy of the Federation until it shall have been approved or ratified by the Board. No Committee shall have the authority to create financial obligations. All Committee plans and actions shall be subject to the approval of the Board. Committees shall be discharged by the President when their work has been completed and their reports accepted, or when, in the opinion of the Board, it is deemed wise to discontinue the Committee.

SECTION 3. STANDING COMMITTEES.

A. The Awards Committee shall report to the Vice President-Awards who shall report to the President.

B. The Ethics/Legislation Committee shall report to the Vice President-Ethics/Legislation who shall report to the President.

C. The Membership Committee shall report to the Vice President-Membership who shall report to the President.

D. The Programs Committee shall report to the Vice President-Programs who shall report to the President.

E. The Public Service Committee shall report to the Vice President-Public Service who shall report to the President.

F. Five Vice Presidents shall report to the sixth, the Vice President-Programs, for coordination of all maters affecting programming.

G. The Finance Committee shall report to the Treasurer who shall report to the President.

H. The District Relations Committee shall report to the President.

I. The Education Committee shall report to the Vice President-Education who shall report to the President.

J. The Communications Committee shall report to the Vice President-Communications who shall report to the President.

K. The Nominating Committee shall report to the entire Board.

L. Six Vice Presidents shall report to the seventh, the Vice President-Communications, for coordination of all matters affecting communications.

ARTICLE VII
FINANCES
SECTION 1. FUNDS.

A. GENERAL FUNDS.
Funds are derived from dues and such other sources as the Board may approve. All monies paid to the Federation shall be placed into a general operating fund. Excess of operating funds shall be placed into a savings account with Board approval.

B. SPECIAL FUNDS.
Funds derived from special projects and designated by the Board for special projects shall be placed in a special fund, separate from the general operating fund.

SECTION 2. DISBURSEMENTS.
Upon approval of the budget, the Treasurer is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board. Disbursement shall be by check.

American Advertising Federation and Sixth District, AAF dues are included in the dues of Active, Associate and Honorary members as established by the Federation Board of Directors. Dues of both AAF and Sixth District, AAF will be paid on the same membership total as published in the current year Roster.

SECTION 3. FISCAL YEAR.
The fiscal year of the Federation shall be July 1 of one year through June 30 of the following year.

SECTION 4. BUDGET.
As soon as possible after election of the new Board and Officers, the Treasurer and/or Finance Committee shall compile a budget of estimated expenses for the coming year and submit it to the Board for approval.

SECTION 5. REIMBURSEMENTS.
It being the desire of the Federation to abide by all federal tax laws and regulations prohibiting the inurement of benefits to any member, the Federation adopts the following policy regarding reimbursement for food, beverage, and entertainment expenses:
•Such expenditures must be made while conducting Federation business and for the Federation and not personal inurement.
•The expenditures must be reasonable under the circumstances.
•The expenditures must not exceed the budgeted amount.

SECTION 6. ANNUAL AUDIT.
The accounts of the Federation shall be audited annually as of the close of business on June 30 by a Certified Public Accountant or a duly authorized Audit Committee. The audit shall at all times be available to members of the Federation.

SECTION 7. DUES AND TRANSFER FEES.
The dues and transfer fees shall be as stated in Article II, Section 5, A-D.

ARTICLE VIII
PARLIAMENTARY AUTHORITY
SECTION I. ROBERTS RULES OF ORDER. The current edition of Roberts Rules of Order Newly Revised shall be the final source of authority in all questions of parliamentary procedure when rules are not inconsistent with the Constitution and Bylaws of the Federation.

ARTICLE IX
AMENDMENTS

SECTION 1. BYLAWS.
The power to make, alter, amend, or repeal the Bylaws is vested in the Board of Directors. A two-thirds (2/3) vote of the entire Board shall be required to change the Bylaws in any form.

SECTION 2. ARTICLES OF INCORPORATION.
Every proposed amendment to the Articles of Incorporation must first be proposed by the Board of Directors by the adoption of a resolution setting forth the proposed amendment and directing that it be submitted to a vote of the members entitled to vote. Such vote shall be taken at either a special meeting of the membership or at an annual meeting, upon notice of the proposed amendment given as provided herein for the calling of such meetings. An amendment so proposed is adopted upon receiving the affirmative votes of a majority of the votes entitled to be cast. Such votes may be conducted by mail. Members will be notified by mail and will reply by mail no more than two weeks after the mailing postmark date.