Constitution & Bylaws
Constitution
Revised and adopted on June 1, 2025.
Constitution and Bylaws of American Advertising Federation of Greater Evansville, District 6
The name of this organization shall be Evansville Tri-State Advertising Federation dba AAF Greater Evansville (AAF-GE) and shall be affiliated with the American Advertising Federation. As such it shall be incorporated as a nonprofit corporation under the laws of the State of Indiana.
SECTION 1: Statement of Purpose
The purpose of the AAF-GE is to:
- Develop and enjoy the spirit of cooperation, innovation and fellowship among persons in advertising and related business.
- Promote ethical, truthful and creative advertising.
- Encourage young, talented persons to seek careers in advertising.
- Favorably influence the business, educational, governmental and consuming publics confidence in advertising and its vital roles in the economic and cultural advancement of our city, state and nation.
- Serve community causes as part of an overall effort to advance our community and ourselves.
SECTION 1: Officers and Board of Directors
Board of Directors shall consist of:
- President
- Vice-President
- Treasurer
- Secretary
SECTION 1: Eligibility
The membership of this organization shall consist of persons who are practitioners of any phase of the advertising business, be it the creation, buying, selling, administration, servicing or production thereof. Application for Regular, Corporate, and Student membership shall be on a Membership Application Form received from the AAF-GE office or on-line from the website. Memberships are not transferable except upon action of the Board of Directors. The power of election to membership shall be vested in the Board of Directors. Its decisions shall be final.
SECTION 2: Membership Classes
There will be five (5) classes of membership, all with voting privileges:
- Regular Members
- Corporate Members
- Student Members
- Life Members
- Honorary
SECTION 3: Regular Members
Regular Members shall be persons who are practitioners of any phase of the advertising business, be it the creation, buying, selling, administration, servicing or production thereof.
SECTION 4: Corporate Members
Corporate Members shall be employees of a business which has selected a participating level consistent with those established, from time to time, by the Board of Directors.
SECTION 5: Student Members
Student Members shall be persons enrolled full-time in advertising-related courses in an accredited school.
SECTION 6: Life Members
Life Members shall be (1) Conferred at age 65 upon application by any member with 10 or more consecutive years in good standing. (2) May be conferred by action of the Board of Directors upon any member in good standing.
SECTION 7: Honorary Members
Honorary Members may be conferred by the Board of Directors upon persons who have rendered distinguished services related to advertising.
SECTION 8: Terminations
Membership may be terminated by:
- Written resignation to the Board of Directors.
- Failure to pay indebtedness to AAF-GE.
- Violation of the Constitution and Bylaws of AAF-GE, or by any act or conduct, which the Board of Directors may deem detrimental to the best interest of AAF-GE.
SECTION 9: Reinstatement
No member within AAF-GE can make a new or reinstatement application to AAF-GE without first becoming a dues paying member of AAF-GE. Former members may be reinstated at the discretion of the Board of Directors.
Bylaws
Revised and adopted on June 1, 2025.
Constitution and Bylaws of American Advertising Federation of Greater Evansville, District 6
SECTION 1: Dues – General Provisions
Local dues shall be set annually by the AAF-GE Board of Directors at the Fall Meeting. Members shall pay annual dues as determined by the Board of Directors payable by August 1st of each year. Honorary Members shall not be required to pay dues.
SECTION 2: Dues – Standing
The definition of good standing as used in these bylaws means that dues must be received by the Secretary-Treasurer no later than August 1st prior to a regularly scheduled Board of Directors meeting. However, exceptions may be made to the August 1st deadline if a proper explanation is presented and accepted by the Board of Directors.
SECTION 3: Fiscal Year
The fiscal year shall commence the first day of July and end the 30th day of June.
SECTION 4: Contracts
No person or committee shall contract for or incur any expense in the name of AAF-GE without prior authorization of the Board of Directors.
SECTION 5: Check Reimbursements
The obligations of AAF-GE shall be paid by check signed by two of three designated signees, which will include the Treasurer and President of the AAF-GE Board of Directors.
SECTION 6: Officer Reimbursements
Officers shall not be compensated for any service rendered AAF-GE except as voted by the Board of Directors.
SECTION 7: Annual Financial Review
AAF-GE’s books of accounts shall be reviewed at least once each year. The accounting firm and date of audit shall be named by the Board of Directors.
SECTION 1: Responsibility and Composition
The control and management of AAF-GE shall be vested in the Board of Directors who shall pass upon all matters pertaining to the executive operation of AAF-GE, pass on all grievances, audit all accounts, approve all expenditures and contracts and make all recommendations to the membership on matters of policy. The Board of Directors of the AAF-GE shall consist of at least thirteen members, with no more than twenty members.
SECTION 2: Terms, Limitations and Vacancies
Terms and Vacancies: Officers
The following officers shall serve for one year or until their successors are elected or qualified. To fill any unscheduled vacancies, the Board of Directors shall elect a successor who shall take office immediately and serve until the next annual election.
- PRESIDENT: Serves as Chief Executive Officer of AAF-GE and of the Board of Directors, presides at all meetings of AAF-GE and of the Board of Directors, appoints all committees and becomes an ex-officio member of all special and standing committees, performs all other duties usual and appertaining to this office.
- VICE PRESIDENT: Assist the President in performance of his/her duties, and in the absence of the President, perform those duties. Primary responsibilities are programs and membership.
- TREASURER: Assists the Board of Directors in matters pertaining to AAF-GE Primary responsibility is to prepare the budget for the fiscal year, monitor AAF-GE expenses and serve as consultant to the Board of Directors and committee chairpersons on financial matters.
- SECRETARY: Keeps all records including minutes of all meetings of AAF-GE and of the Board of Directors, gives proper notification of all meetings, makes necessary reports to the Board of Directors, and performs such other duties as the President and or the Board of Directors may request.
Terms and Vacancies: Directors
The Directors of AAF-GE shall serve for a period of two years and until their successors are elected and assume office. In the event of the inability of a duly elected Director to serve during his/her term of office, the Board of Directors shall appoint as the interim successor, a runner-up candidate in the annual election for the Board of Directors in the order of most votes received. This newly appointed Director shall serve until the expiration of his/her predecessors term, or the next regular election, whichever comes first.
Terms and Vacancies: Termination
Unless excused by the Board of Directors, any officers or directors term of office may be terminated automatically if he or she misses three consecutive Board Meetings. Any officer or director may be removed upon two-thirds vote of the entire Board of Directors.
SECTION 1. Nomination of Officers and Directors
- Each February, the President shall appoint, with the approval of the Board of Directors, a nominating committee of three (3) regular members, one of whom shall be the Immediate Past President acting as chairman of the committee. The nominating committee shall be announced to the membership no later than May 1.
- The nomination committee shall choose a minimum of one (1) or a maximum of two (2) candidates for each office to be filled, and they may choose a minimum of one (1) and a maximum of fifteen (15) candidates to fill the remaining positions on the Board of Directors.
SECTION 2. Regular Election of Officers and Directors
- The Officers and Directors shall be elected annually by ballots showing the names of candidates arranged alphabetically. One ballot shall be emailed to each member no later than May 15, with an attachment marked “Ballot”.
- Only ballots received or dated up to and including midnight, May 31, shall be considered valid and counted in the election. The validity and count of ballots for Officers and Directors shall be under the complete direction of the nominating committee chairman.
- The retiring President of AAF-GE shall introduce the elected Officers and Directors by June 30th. They shall assume their duties on July 1.
- The names of the newly elected Officers and Board of Directors shall be communicated to the membership by posting them on the website.
SECTION 1. Special Committees
The President, with the approval of the Board of Directors shall appoint special committees as may be deemed necessary to carry on the work of AAF-GE, and shall name the chairperson of each.
SECTION 2. Policy and Financial Obligation
No committee shall have the authority to commit AAF-GE on matters of policy or to create financial obligations. All committee plans and actions shall be subject to the approval of the Board of Directors.
SECTION 1
Regular meetings of AAF-GE shall be held at a time and place determined by the Board of Directors. Announcement of meeting(s) will be communicated through e-mail and posting on the website.
SECTION 2
A special meeting may be called upon a written request to the Board of Directors of ten (10) members in good standing, or by the Board of Directors, provided 21 days notice is given to AAF-GE members.
SECTION 3
At meetings where AAF-GE business is to be discussed and acted upon, twenty (20) percent of the members shall constitute a quorum providing it includes at least three (3) Officers and/or Directors.
SECTION 4
Matters not consistent with the purposes of AAF-GE shall not be discussed or acted upon. Except on matters of the affairs of AAF-GE, no person shall be introduced or permitted to address the membership unless approved by either the President or the Board of Directors.
SECTION 1: Robert’s Rules
The rules contained in the most current edition of Robert’s Rules of Order will be the official parliamentary authority governing the conduct of the organization’s meetings, except as otherwise provided in the Constitution and Bylaws.
SECTION 1: Amendment Initiation
Any proposed amendment to the Constitution and By-Laws of the AAF-GE may be initiated by the Board of Directors or by written request to the Board of Directors by ten (10) members in good standing.
SECTION 2: Proposed Amendments
If approved by the Board of Directors, the proposed amendments shall be made available at the next AAF-GE meeting and will be e-mailed to all members or posted on the website.
SECTION 3: Voting on Amendments
The proposed amendment shall be voted upon at the second regular AAF-GE meeting following its approval by the Board of Directors. Approval by at least two-thirds of all members in good standing who are present shall be required to make the amendment effective.
SECTION 1: Dissolution
In order to dissolve this corporation, notice of proposed dissolution shall be distributed via U.S. Mail, e-mail, fax or other suitable method by the Secretary-Treasurer to each AAF-GE Board Member at least 20 days before the Board meeting at which the dissolution is to be considered. Dissolution must be approved by a two-thirds (2/3) majority vote of a quorum of the Board of Directors at a regular or special meeting.
SECTION 2: Resolution
Upon adoption of the resolution for dissolution of the Corporation, assets remaining after payment of all debts of the Corporation shall be transferred to any non-profit corporation, trust, foundation or other organization whose purposes are substantially the same as those of the Corporation and which, at the time of transfer, is an exempt organization under the provisions of Section 501 (c)(3) of the Internal Revenue Code, and the Regulations or the corresponding provisions of any subsequent Federal tax laws or by an organization contribution to which are deductible under Section 170 (3)(2) of the Code and the Regulations or the corresponding provisions of any subsequent Federal tax laws. Any such assets not so disposed of shall be disposed of by the Circuit Court of the County in which the Secretary-Treasurer of the Corporation is located, exclusively for such tax-exempt purposes and such public purposes as the Court shall determine. No Board Member or Officer of the Corporation, or any individual member, shall be entitled to share in the distribution of any of the assets of the Corporation on dissolution of the Corporation.
Resolved,
That the foregoing Constitution and Bylaws are hereby adopted and revised as of June 1, 2025, as the Constitution and Bylaws of the AAF-GE and all previous acts of the AAF-GE which in any way may be in conflict with the Constitution and Bylaws are hereby repealed, provided that nothing in the Constitution and Bylaws shall be construed to affect in a retroactive manner the membership of any person now a member in good standing in AAF-GE.