Our Bylaws

(Revised 5/16/24)

Article I: ORGANIZATION

Section 1 NAME

The name of this corporation is The American Advertising Federation of Reno, hereinafter referred to as AAF Reno, and shall be affiliated with the AMERICAN ADVERTISING FEDERATION and the 14th District AAF.

Section 2 PURPOSE

The purpose of this organization, a non-profit association, shall be:

To foster higher standards of practice and promote an open exchange of ideas concerning advertising;
To gain recognition for outstanding advertising professionals;
To assist members in obtaining positions within the industry;
To provide educational opportunities related to the industry;
To promote greater effectiveness in the use of advertising.

Section 3 CLUB AFFILIATIONS

This organization may affiliate with or disassociate from any sectional, national or international group whose purposes, goals and objectives match or don’t match with those described in the bylaws (as described in Article I, Section 2), upon appropriate action of the Board of Directors, subject to a majority vote by the membership in attendance at a properly noticed regular or special meeting, or by a special vote.

Article II: MEMBERSHIP

Section 1 CLASSIFICATION AND QUALIFICATIONS

Active Members: Active membership shall be open to those who are engaged in buying, selling or creating advertising and related services, or who have an interest in the purposes and activities of the organization. Active membership is non-transferable.
Student Members: Student membership shall be open to students of

advertising or its allied fields holding current student identification. Student members shall have all the rights and privileges of members except voting and holding office. Membership dues shall equal the current net American Advertising Federation dues. Student membership is non-transferable.

Corporate Member: Corporate membership in the club shall receive all the membership benefits of an individual enrollment. Corporate memberships, though not refundable, may be transferred to replacement employees within the same company at no cost, upon notification to the Board of Directors of this organization. All memberships under the corporate plan for a particular company must begin and expire at the same time. If a member is added during the term of a corporate membership, their membership will run concurrently with the other members and expire at the same time.

Section 2 MEMBERSHIP STATUS

Only the Board of Directors of the organization at its regular or special meetings may confer membership, and the election of any person to membership in the organization shall be by a majority vote of a quorum of the Board of Directors at the meeting in which the vote is taken.

Section 3 MEMBERSHIP SUSPENSION

Any member may be suspended from the privileges of the organization or may be expelled from membership in the organization in accordance with the judgment of the Board of Directors for any of the following reasons: First, that said member has failed to conform to the precepts in the standards of practice set forth in Article I, Section 2 of these bylaws; Second, that the member had been guilty of an act or acts which render his membership detrimental to the best interests of the organization.

Article III: MEMBERSHIP DUES

Section 1 MEMBERSHIP DUES

Dues of members shall be fixed and payable as determined by the Board of Directors.

Section 2 NON-PAYMENT OF DUES

A member whose dues are two months in arrears shall be considered delinquent and so reported to the Board of Directors. Any members so reported may be dropped from membership and will be advised by written notice. The Board may, for sufficient cause, extend time of payment.

Section 3 REINSTATEMENT

A former member may be reinstated at the discretion of the Board of Directors.

Section 4 FISCAL YEAR

The fiscal year of this organization shall begin July 1 and end June 30.

ARTICLE IV: ELECTED OFFICERS & COMMITTEE CHAIRS

Section 1 NUMBER AND TITLE

The elective officers of this organization shall be President, Vice President, Secretary and Treasurer and those Committee Chairs designated in our Standing Rules of Procedure.

Section 2 ELIGIBILITY

Only active members in good standing shall be eligible to serve as elective officers.

Section 3 NOMINATIONS AND ELECTIONS

The elective officers of this organization shall be nominated and elected as provided for in Article VII in these bylaws. Officers shall take office at the beginning of the fiscal year.

Section 4 TERM OF OFFICE

The elective officers shall serve for a term of one (1) year or until their successors are elected and take office. The President shall serve no more than two consecutive terms.

Section 5 VACANCIES

Vacancies in any office may be filled by the Board of Directors.

Section 6 DUTIES OF OFFICERS

President: It shall be the duty of the President to:
1. Be the chief executive of this organization and exercise all the functions thereof;
2. Preside, with a casting vote, at the meetings of the general membership and the Board of Directors;
3. Serve ex-officio on all committees, with the exception of the nominating committee;
4. Sign, with the appropriate director, all written contracts and obligations of the organization which have been approved by the Board of Directors;
5. Serve as a voting member to the Board of Directors for one (1) year following the conclusion of the term as President;
Duties of each Committee Chair outlined in the Standing Rules of Procedure.

ARTICLE V: BOARD OF DIRECTORS

Section 1 COMPOSITION

The Board of Directors of this organization shall consist of the elective officers and Committee Chairs and Past President.

Section 2 QUORUM

A majority of the members of the Board of Directors shall constitute a quorum. A majority is defined as more than 50% of the votes cast by the directors who are present at a meeting and entitled to vote.

Section 3 TERMS

The Directors shall serve one-year terms. Directors shall take office at the beginning of the fiscal year.

Section 4 MEETINGS

A schedule of regular meetings of the Board of Directors shall be set up by the Board within thirty (30) days after the annual retreat. Meetings of elective officers and directors of permanent committees shall be held monthly. Special meetings may be called by the president.
All meetings of the Board of Directors are open to the entire membership. Non-Board members may attend as observers and may comment on business when called upon to do so by the president. Non-Board members may present information or questions to the Board of Directors if a request to do so is made to the president or any member of the Board of Directors prior to a Board of Directors meeting.
The presence of a quorum shall be established by roll call at the beginning of the meeting. Thereafter, the continued presence of a quorum shall be determined by the online list of participating members.
Although in-person participation at regular meetings of the Board by Directors is prioritized when possible, any Director may participate in a meeting of the Board or any committee thereof by means of remote communications by which all persons participating in the meeting can hear and/or see each other.

Section 5 VACANCIES

All vacancies on the Board of Directors shall be filled by appointment by the Board of Directors. Such appointments shall be for the remaining portion of the unexpired term of the vacancy being filled.

Section 6 POWERS AND DUTIES

Perform all duties imposed upon it by the Bylaws/Constitution and Standing Rules.
Exercise the assigned powers of this organization, conduct its business, control its acquired properties, and establish regulations and policies consistent with these Bylaws to govern this organization
Have full and final authority over all expenditures of funds by this organization, its membership and its committees.
Make committee appointments as required.
Receive and act upon all resolutions before they are submitted to the general membership.
Determine the amount of dues, fees and assessments to be paid by the members of this organization.
Designate, set policies for and approve prior to printing any official publication of this organization.
Have the authority to join, form and participate in joint organizations, plans, programs or liaison committees and with other organizations whenever a community of interests makes such actions advisable or necessary.
Amend the Standing Rules as needed, subject to approval by the membership.

Section 7 RESPONSIBILITIES

By majority vote, the Board of Directors is empowered to remove a director who has missed three (3) Board meetings and five (5) club events without a legitimate reason or who has demonstrated non-performance of duties as outlined in the Federation By-Laws. In the event of death, resignation, or removal of any director, the Board of Directors shall elect a successor who shall take office immediately and serve until the next annual election.

ARTICLE VI: COMMITTEES

Section 1 ELECTION

Committee directors shall be elected by the general membership, although the power of creating and appointing committees shall rest with the Board of Directors.

ARTICLE VII: NOMINATIONS AND ELECTIONS

Section 1 NOMINATING COMMITTEE

Each year, the AAF Reno Board of Directors shall select an individual board member to chair the committee responsible for nominating candidates for election to the following year’s AAF Reno Board of Directors. This Nominating Committee shall consist of five (5) members in good standing. In addition to the Chairperson, two (2) committee members shall be chosen from the standing AAF Reno Board of Directors, and two (2) members shall be chosen from the general membership. The Nominating Committee shall be selected in March, or as designated by the Board of Directors. This committee is the only committee on which the President may not serve ex-officio.

Section 2 NOMINATIONS

The Nominating Committee shall meet at the request of its Chairperson and shall name one (1) candidate for each office. At the May general membership meeting, nominations from the floor by the general membership shall be in order. This slate shall be approved by the Board of Directors and submitted to the general membership in May, or as designated by the Board of Directors.

Section 3 CONSENT

No candidate shall be proposed, either as an officer or a director, unless his/her consent to serve has been secured.

Section 4 ELECTIONS

The Secretary shall send a ballot by email to all members at least fifteen (15) days prior to the Annual Meeting. No ballots will be distributed at the Annual Meeting, but they may be turned in at the meeting. All ballots will be counted at the Annual Meeting. If only one candidate is nominated for each office, the President may declare the candidate elected. In the case of a tie, a run-off election will be held during the Annual Meeting. All officers shall serve for a term of one year or until their successors take office.

Section 5 ELECTED OFFICIALS

The elected officials needed to operate this organization shall be:

President, Vice President, Secretary, Treasurer, Bookkeeper*, Membership Chair, American Advertising Awards – Judging, Sponsorship Chair, Programs Chair, Advisory*, Website/Email Chair, Special Events Chair, Programs Chair, Marketing Operations Chair, Design Chair, Past President, Copywriter, Mail/Database
* Non-voting position

Each committee director shall, at the conclusion of his elected term, turn over all materials and correspondence connected with his committee’s work to the new director or to the new President. Additional committees may be appointed as needed.

ARTICLE VIII: MEETINGS

Section 1 REGULAR MEETINGS

Regular meetings of the general membership shall be held monthly, at the discretion of the Board of Directors.

Section 2 QUORUM

A majority of the members shall constitute a quorum. A majority is defined as more than 50% of the votes cast by members who are present at a meeting and entitled to vote.

Section 3 ANNUAL MEETING

The Annual Meeting of the club shall be held during the month of May each year, and shall be held for the purpose of the election of the Board of Directors and such other business of the club as may be necessary.

ARTICLE IX: RULES OF ORDER

Section 1 PARLIAMENTARY AUTHORITY

In all matters not covered by its Bylaws, this organization shall be governed by Robert’s Rules of Orders, newly revised.

ARTICLE X: DECORUM

Section 1 DISCUSSION

This organization shall be non-partisan, non-sectarian and non-profit.

Section 2 ROSTER

Permission must be obtained from the Board of Directors before the roster of this organization may be used for any purpose other than the business of this organization. Under no circumstance shall a list of members of this organization be furnished to anyone for the purpose of advertising or soliciting business, except by special permission of the Board of Directors. Any member who uses, permits to use, or fosters such use without permission shall be subjected to summary expulsion by the Board of Directors.

ARTICLE XI: AMENDMENTS

Section 1 METHOD OF AMENDMENT

These bylaws may be amended at any regular meeting of the organization by a majority vote of the regular, active members present, provided that the amendment has been submitted in a mailing or e-mailing or in writing at the previous regular meeting. Changes must first be approved by the Board of Directors.

ARTICLE XII: NON-PROFIT PROVISIONS

Section 1 ACTIVITIES

Said organization is organized exclusively for charitable, religious, educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501c(6) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Section 2 DISSOLUTION

Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501c(6) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Membership Benefits	Gold	Silver	Bronze	Individual	Student
Number of Members	8	6	3	1	1
Individual Listings in Directory & On-LineAll memberships are transferable within the organization, but all memberships begin and end at the same time.	8	6	3	1	1
Member Price at LuncheonsMember prices can be used by anyone designated by the company, not necessarily the individual members listed.	8	6	3	1	1
Company Listing in Membership Directory	X	X	X
Website Listing w/Link	X	X	X
American Advertising Awards Tickets	8	8	3
Free Luncheon Sponsorship	X