By-laws of District Two of the American Advertising Federation
(A Not-For-Profit Corporation)
District Two is comprised of the following States: Pennsylvania, Maryland, Delaware, New York, New Jersey and Washington, D.C.
Article I – Purposes
The purposes for which the Corporation is formed are as follows:
- to further the development and advancement of advertising clubs within District Two for their mutual benefit;
- to encourage cooperation among the advertising clubs within District Two for their mutual benefit;
- to lend support and assistance to the advertising clubs within District Two for their mutual benefit;
- to advance and promote public confidence in advertising; and to support and promote the activities of the American Advertising Federation (AAF). The Corporation may do any other act or thing incidental to or connected with the foregoing purposes or in advancement thereof, but not for the pecuniary profit of financial gain of its members, directors, or officers, or any private person.
Article II – Offices
The District Two Corporation is incorporated in the State of New York and maintains a principal office in the City of New York, County of New York,, and can have other offices, from time to time, where it’s current Governor resides. The Corporation may also do business at such other places as the Board of Directors may determine.
Article III – Membership and Dues
- Membership shall consist of all advertising clubs within the geographic region of District Two that are affiliated and in good standing with the AAF. The board of Directors may, from time to time, establish membership rules, and regulations not inconsistent with the foregoing.
- All such resolutions or rules and regulations relating to members adopted by the Board of Directors of the Corporation shall be affixed to the By-laws of the Corporation, and shall be deemed to be a part thereof. Such resolutions or rules and regulations adopted by the Board of Directors may prescribe, with respect to all members, the amount and manner of imposing and collecting dues or other fees, assessments, the manner of suspension or termination of membership, and for reinstatement of membership, and, except as may hereinafter otherwise be provided, the rights, liabilities and other incidents of membership.
- Annual member club’s District dues shall be set at the rate established by the Executive Committee. Dues shall be billed the second half of the fiscal year and collected by the Treasurer no later than June 30th in the fiscal year. Any club in arrears will relinquish their right to vote until all dues are paid in full.
- Except as provided above regarding the right to vote, the right or interest of a member shall not terminate except upon the happening of any of the following events: resignation, expulsion by the AAF, dissolution, or liquidation of the Corporation.
- Any member may withdraw from the Corporation after fulfilling all obligations to it by giving written notice of such intention to the Recording Secretary, which notice shall be presented to the Board of Directors by the Recording Secretary at the first meeting after its receipt.
Article IV – Meetings of the Members
- The Annual Meeting of Members of the Corporation shall be held during the AAF Annual Convention. Special Meetings of members may be held on such date or dates as may be fixed by the Board of Directors of the Corporation from time to time and by the members on such date or dates as shall be permitted by law.
- Any Annual or Special Meeting of Members may be held at such place within or outside of the State as the Board of Directors of the Corporation may from time to time fix.
- Special Meetings of Members may be called at the direction of the Board of Directors.
- Notice stating the place, date, and hour of the meeting shall be given for all meetings. Such notice shall state the person or persons calling the meeting. Notice for an Annual Meeting shall state the meeting is being called for the election of directors and for the transaction of such other business as may properly come before the meeting. Notices of Special Meetings shall state the purpose or purposes for which the meeting is called. At any Special Meeting, only the business stated in the Notice of Meeting may be transacted. Notice of Meeting shall be given not less than 10 days nor more than 50 days before the date of the meeting to each member at his or her address recorded on the records of the Corporation, or at such other address which the member may have furnished in writing to the Recording Secretary of the Corporation.
- If the Board of Directors fixes a new recorded date for a called meeting, a new notice shall be given, in the same manner as provided herein. No notice need be given to any member who executes and delivers a Waiver of Notice before or after the meeting. The attendance of a member in person or by proxy at the meeting without protesting the lack of notice of a meeting shall constitute a waiver of notice by such member. Any notice of meeting to members relating to the election of directors shall set forth any amendments to the By-laws of the Corporation adopted by the Executive Committee, together with a concise statement of the changes made, unless already adopted by the Board at a prior meeting.
- At each Annual Meeting of Members, the Board of Directors shall present an Annual Report. Such report shall be filed with the records of the Corporation and entered in the minutes of the proceedings of such Annual Meeting of Members.
- Meetings of the members shall be presided over by any one of the following officers in this order of priority: Governor, Governor Designate, Recording Secretary, Corresponding Secretary, Treasurer, or, if none of the foregoing is in office or present at the meeting, by the Immediate Past Governor. The Recording Secretary shall act as Secretary of every meeting. When neither the Recording Secretary nor the Corresponding Secretary is available, the Treasurer shall preside. When neither the Recording Secretary, Corresponding Secretary or Treasurer is available, the Governor may appoint a Secretary of the meeting.
- The order of business at all meetings of members shall be as follows:
- Roll call.
- Reading of the minutes of the preceding meeting.
- Report of standing committees.
- Officers’ reports.
- Old business.
- New business.
- Every member may authorize one person to act for it by proxy in all matters in which a member may participate, including waiving notice of any meeting, voting or participating in a meeting, or expressing consent or dissent without a meeting. Every proxy shall be signed by an authorized officer of the member (and the Corporation shall not be obligated to verify authorization), and shall be revocable at the pleasure of the member executing it, except as otherwise provided by law. Except as otherwise provided by law, no proxy shall be valid after the expiration of eleven months from its date.
- The members and members of the Board of Directors entitled to cast a majority of the total number of votes entitled to be cast at the meeting, shall constitute a quorum at a meeting of members for the purpose of electing the Board of Directors and for the transaction of any other business. There shall be five voting classes of Club membership, which shall each have the following number of votes:
- Clubs with fifty (50) members or less shall have one (1) vote,
- Clubs with between fifty-one (51) and one hundred (100) members shall have two (2) votes,
- Clubs with between one hundred and one (101) and one hundred fifty, (150) members shall have three (3) votes,
- Clubs with between one hundred fifty-one (151) and two hundred (200) members shall have four (4) votes,
- Clubs with more than two hundred (200) members shall have five (5) votes.
- All individual members of the Board of Directors shall each have one (1) vote.
- In the election of directors, each member club shall be entitled to vote the foregoing number of votes irrespective of its representative attendance at the Annual Meeting. In the transaction of any other business, the member clubs shall only have as many votes as the number of Board members present. Except to the extent provided by law, all action shall be by a majority of the votes cast, provided the existence of a quorum. Whenever the vote of members is required or permitted, such action signed by all the members entitled to vote.
Article V – Board of Directors
- Ultimate management of the Corporation shall be conducted by a Board of Directors, which shall consist of: members of the Executive Committee; Ad club presidents or 1st Vice Presidents [or comparable successors], as appointed by the respective clubs; and Lt. Governors as appointed by the Governor as deemed necessary. As further explained below, the Board of Directors shall delegate day-to-day management of the affairs of the Corporation to the Executive Committee.
- The Executive Committee shall consist of the Governor, Governor-Designate, Recording Secretary, Corresponding Secretary, Treasurer, Chairperson (Immediate Past Governor), Lt. Governors or any members of the Advisory Council appointed by and at the discretion of the Governor. Its function shall be to conduct the day-to-day management of the Corporation’s matters and to oversee implementation of Board policies, while reserving all decisions as to the Corporation’s policy, image, goals, and overall direction for the Board. The Executive Committee shall not be authorized to make decisions with respect to any of the following issues absent Board approval: (a) any financial undertaking not present in the Board approved annual budget; and (b) any other undertaking which (i) entails a significant undertaking by the Corporation, (ii) reflects a policy decision as to direction of the Corporation, or (iii) could expose the Corporation to challenge or controversy; provided, however, that the Executive Committee may take action in lieu of the Board on an emergency basis when exigencies require Board action before it is practicable for the Board to take action. The Governor shall preside over the Executive Committee. The Executive Committee shall meet in person or teleconference no more than 45 days prior to each Board meeting, and at other times as deemed necessary by any member of the Executive Committee. A simple majority vote is required to decide questions before the Executive Committee. The Governor shall have no vote except in instances of a tie, in which case the Governor’s vote shall resolve the issue.
- Each director shall be at least 21 years of age, and shall be a member of a member club/federation during his/her directorship. At no time shall the Board of Directors consist of fewer than three (3) persons. Subject to the foregoing, the number of Directors may be fixed from time to time by action of the members or of the Directors. The number of Directors may be increased or decreased by action of the members or the Board of Directors, provided that any action by the Board of Directors to effect such increase of decrease shall require the vote of a majority of the entire Board of Directors. No decrease shall shorten the term of any director then in office.
- At each Annual Meeting of Members, the membership shall elect directors to hold office until the next Annual Meeting. Each director shall hold office until the expiration of the term for which he/she was elected, and until his/her successor has been duly elected and qualified, or until his/her prior resignation or removal as herein provided.
- An officer or director may resign at any time by giving written notice to the Board of Directors or to an officer of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board of Directors or such officer. Acceptance of such resignation shall not be necessary to make it effective.
Newly-created directorships or vacancies on the Board of Directors may be filled by a vote of the majority of the Board of Directors then in office, unless otherwise provided in the Certificate of Incorporation of the Corporation. Vacancies occurring by reason of resignation, death or removal of directors shall be filled by a vote of the members of the Executive Committee. A director elected to fill a vacancy shall be elected to hold office for the unexpected term of his/her predecessor.
- Except to the extent herein or in the Certificate of Incorporation of the Corporation provided, a majority of the entire members of the Board of Directors, not including the Advisory Council, shall constitute a quorum. At any meeting held to remove one or more elected members of the Board, a quorum shall consist of a majority of the directors. Whenever a vacancy on the Board of Directors shall prevent a quorum from being present, then, in such event, the quorum shall consist of a majority of the members of the Board of Directors excluding the vacancy. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except to the extent provided by law and these By-laws, the act of the Board of Directors shall be by a majority of the directors present at the time of vote, a quorum being present at such time. Any action authorized by resolution, in writing, by all of the directors entitled to vote thereon and filed with the minutes of the corporation shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board.
- The Governor shall preside at all meetings of the Board of Directors. If there be no Governor, or in his/her absence, the Governor Designate shall preside, or in his/her absence, the Recording Secretary shall preside, or in his/her absence, the Corresponding Secretary shall preside, or in his or her absence, the Treasurer shall preside, or in his or her absence, the immediate Past Governor shall preside.
- The Executive Committee can establish special committees for any lawful purpose, which may have such powers as the Board of Directors may lawfully delegate.
- Subject to change by the Governor and/or the Executive Committee, standing committees may include ADDY’s, By-laws, Club Services, Conferences, Diversity Programs, Education, Finance, Fundraising, Hospitality, Legislative, Nominating, Communications, and Special Events. Committee chairs shall be appointed by the Governor, based, at least in part, on their demonstrated commitment to the Corporation.
- The Nominating Committee shall prepare a list of Candidates for the elective offices. In the event of the resignation or removal of a director or member of the Executive Committee, the Nominating Committee shall prepare a list of desirable candidates to replace said director or Executive Committee member. The Governor and the Governor Designate will also have the option to choose candidate(s) from the existing Executive Committee to replace the vacant position or positions and will also have the option to present their replacement candidate(s) suggestions upon completion of their term of office and present these choices to the nominating committee for consideration. The Chairperson of the Nominating Committee shall be any past, currently active District officer or current Board Member, not standing for office, and will be appointed by the Governor. The makeup of the committee should be representative of the geography of the District.
- The Nominating Committee shall consist of no fewer than three (3), nor more than five (5), past or currently active officers of the District, not standing for office, to be chosen by the Chairperson of the Nominating Committee and approved by the Governor. The Nominating Committee shall, after obtaining the consent of the candidates to serve in the event they are elected, present its slate to the member clubs and Executive Committee in sufficient time to observe the following By-laws directive: Once the slate has been prepared and presented by the Nominating Committee, member clubs and individual members of the Executive Committee may make one additional recommendation for each office/position. These recommendations must be made forty-five (45) days prior to election, and consent(s) of the nominee(s) acquired before being added to the ballot. Consideration for the elective offices shall be given to those past officers and chairpersons, in particular, who have remained active in District activities.
- The election results will be announced at the Annual Meeting of the District to be held during the annual convention of the AAF. Not later than thirty (30) days before the election, the Nominating Committee shall issue the final ballot in writing to the Board of Directors, incorporating any additional candidates. The ballot will also include and identify the voting credentials and allotted votes of each club member. After making their selections on the ballot, each club (via its president) and the members of the Board of Directors shall return the completed ballot to the Chairperson of the Nominating Committee. Each club president shall vote the number of votes to which his/her club is entitled, as described above, and shall vote in his/her individual capacity as well.
- Each elected officer of the Executive Committee shall serve a 12 month term beginning July 1st and ending June 30th.
- The Governor shall be the chief executive officer of the Corporation, preside over the Board of Directors and the Executive Committee, have the responsibility for the general management of the affairs of the Corporation, carry out the resolutions of the Board of Directors, and an ex officio member of all committees.
- The Governor-Designate shall: Accompany the Governor to official functions; shall preside at such functions where the Governor is absent; assist the Governor, as requested, in all District activities; and coordinate and promote all National and District AAF programs within the District. During the absence or disability of the Governor, the Governor-Designate, shall have all the powers and functions of the Governor. The Lt. Governors-at-Large shall perform such duties as may be prescribed by the Governor and/or the Board of Directors from time to time.
- The Recording Secretary shall keep the minutes of the Board of Directors, and will work to fulfill the mission of the AAF and District Two; provide accuracy and maintenance of non-financial records; receive and disseminate minutes to the District Two Executive Committee, the District Two Board, Local Club Leadership and Club Members as required by the Governor and the Executive Committee. Coordinate with the Corresponding Secretary when necessary. The Corresponding Secretary shall also coordinate communications to and with local clubs/federations within the District; provide information to the Web Site Chair for use on the District web site; assist the Governor in carrying on correspondence with the local clubs and perform other duties as may be assigned by the Governor.
- The Treasurer shall have the care and custody of all of the funds and securities of the Corporation, and shall take responsibility for the said funds in the name of the Corporation in such bank accounts as the Board of Directors may from time to time determine. The Treasurer shall, when duly authorized by the Governor, sign and execute all contracts in the name of the Corporation. He/she may also sign checks, drafts, notes and orders for payment of money as a second signature which shall have been duly authorized by the Governor. There is a two (2) signature requirement for the signing of all District checks. He/she shall have custody of the seal of the Corporation, and shall affix and attest the same to documents duly authorized by the Executive Committee. He/she shall serve all notices for the Corporation which shall have been authorized by the Executive Committee, and shall have charge of all books and records of the Corporation.
- Any person who was or is a party or is threatened to be made a party to any threatened, pending or contemplated action, suit or proceeding, whether civil criminal, administrative or investigative (including any derivative action or suit by or in the right of the Corporation to procure a judgment in its favor), by reason of the fact that he/she is or was a Director or Officer of the corporation, or is or was serving at the request of the Corporation as a Director or Officer of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the Corporation, if, as and to the fullest extent authorized by the laws of the State of New York against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with the defense or settlement of such action, suit or proceeding. The indemnification expressly provided by statute in a specific case shall not be deemed exclusive under any lawsuit, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his/her official capacity and as to a person who has ceased to be a Director, Officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.
- Notwithstanding the foregoing provisions, nothing herein shall protect or purport to protect any Officer or Director of the Corporation from liability to which he/she is subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his/her office (except if a person acted in good faith for a purpose he/she believed to be in the best interest of the Corporation and in criminal actions or proceedings had no reasonable cause to believe that his/her conduct was unlawful).
- The Corporation may purchase director and officer insurance for both derivative and third-party actions. The Corporation may purchase and maintain such insurance to indemnify directors and officers in instances in which they may not be otherwise indemnified by the Corporation under the provisions of this Article, provided the contract of insurance covering such directors and officers provides, in a manner acceptable to the superintendent of insurance, for a retention amount and for co-insurance.
- Notwithstanding any other provision of these articles, the Corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(6) of the Internal Revenue Code of 1954, and shall not carry on any activities not permitted to be carried on by a corporation exempt form federal income tax under Internal Revenue Code Section 501(c)(6) or corresponding provisions of any subsequent federal tax laws.
- No part of the net earnings of the Corporation shall inure to the benefit of any member, trustee, director or officer of the Corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation), and no member, trustee, director or officer of the Corporation, or any private individual, shall be entitled to share in the distribution of any of the corporate assets on dissolution of this Corporation.
- In the event of dissolution, all of the remaining assets and property of the Corporation, shall, after necessary expenses thereof, be distributed to another organization exempt under Internal Revenue Code Section 501(c)(6), or corresponding provisions of any subsequent federal tax laws whose goals and objectives are similar to those of the Corporations’, subject to the approval of a Justice of the Supreme Court of the State of New York.
- The Corporation shall keep at the office of the Treasurer or at its principal place of business complete and correct records and books of account, and shall keep minutes of the proceedings of the Board of Directors, or any committee appointed by the Board of Directors, as well as a list or record containing the names and addresses of all members.
- The corporate seal shall be in such form as the Board of Directors shall from time to time prescribe.
- The fiscal year of the Corporation shall be fixed by the Board of Directors from time to time, subject to applicable law.
- All By-laws of the Corporation shall be subject to alteration or repeal, and new by-laws may be made, by a majority vote of the members entitled to vote in the election of directors, at a special meeting of the members called for such purpose.
- The Board of Directors shall have the power to make, alter or repeal, from time to time, By-laws of the Corporation, except that the Board may not amend or repeal any by-law in which control thereof is vested exclusively in the members. If any by-laws regulating an impending election of directors is adopted, amended or repealed by the Board, there shall be set forth in the notice of the next meeting of members for the election of directors the by-law so made, amended or repealed, together with a concise statement of the changes made.
Article VI – Officers
Article VII – Indemnification of Directors and Officers
Article VIII – Compliance with Tax Exemption Laws
Article IX – Miscellaneous
Dated: April 2008