Section 1. The name of the organization shall be American Advertising Federation of Des Moines.

 

Section 2. The address of the registered and principal office of this corporation shall be in the City of Des Moines, County of Polk, State of Iowa.

 

Section 3. The corporation may have such other offices at such other places within and without the State of Iowa as the Board of Directors may from time to time determine.

 

Section 4. The organization may at its pleasure, by the vote of an active member quorum at any regular club meeting, change its name.

 

 

Section 1. The object of this organization shall be to foster higher standards of practice in advertising, to expand recognition of advertising, to further the personal and professional knowledge of persons in advertising, and to promote good fellowship among advertising persons.

 

Section 2. This organization shall be a member of the American Advertising Federation and of the Ninth District of the American Advertising Federation.

 

 

Section 1. There shall be six classes of membership: Active, Associate, Non-Resident, Student, Honorary/Life and Retired.

 

Section 2. Active membership shall be confined to those individuals who are actively engaged in buying, selling or creating advertising, public relations, promotion or marketing services whose principal livelihood is dependent on such activity.

 

Section 3. Associate membership shall be confined to those individual persons closely allied to, but whose principal livelihood is not derived from, the advertising industry. Associate members shall have all the privileges of active members except the right to hold office and to vote.

 

Section 4. Non-resident membership shall be confined to persons who live and spend the majority of their work outside the DMA. They must meet all other qualifications for active membership as outlined in section 2. Non-resident members have all the privileges of active members except the right to hold office and to vote.

 

Section 5. Student membership shall be students preparing for a career in advertising in one or more of its accepted forms. Student members may not vote or hold office.

 

Section 6. Honorary/Life membership shall include persons who, in the opinion of the organization, have given distinguished services in the field of advertising. These members may be elected by majority vote of the Board of Directors.

 

Section 7. Retired membership is available to members of the organization who have retired from gainful employment.

 

Section 8. Application for the membership shall state the name, residence, description of occupation, and business address of the applicant; must have the written endorsement of two members and must be accompanied by the prorate portion of the annual dues. No application shall be presented to the Board unless these conditions are fully met. Application and classification for membership shall be approved by the Board of Directors. This vote may be by secret ballet upon the request of any member of said Board. Candidates shall be admitted to membership immediately upon approval by the Board of Directors. In the event an application is rejected, refund of amount paid shall be made to applicant.

 

Section 9. Membership in the organization may be held either by individuals or by companies. Individual memberships are non-transferable; company memberships may be transferred providing the new applicant meets the membership requirements. Individuals no longer covered by company membership may immediately affiliate themselves under the appropriate membership classification by payment of the prorate portion of the annual dues.

 

Section 10. The organization year shall begin June 1 and all dues shall be due and payable at that time. Any member of the organization 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 in 30 days after such notification, the delinquent membership shall be forfeited. Only members whose dues are paid shall be entitled to vote.

 

Section 11. Annual dues for all membership classifications shall be those recommended by the Board of Directors and any changes voted upon by the membership.

 

 

Section 1. The elected officers of the organization shall be President, Vice President/Development and Secretary-Treasurer.

 

Section 2. The Officers of the organization as listed in Section 1 shall constitute the Executive Committee. The Executive Committee shall meet as often as is deemed necessary to give purpose and direction to the President. The Executive Committee shall not overrule, rescind or revoke any actions previously voted upon by the entire Board, but shall act to implement the decisions of the Board. Meetings of the Executive Committee shall be fully reported in minutes circulated to the Board of Directors.

 

Section 3. In addition to the President and Executive Committee members, the Programs, Membership, Communications, Legislative, ADDY® Awards, Education, Diversity & Multicultural Initiatives, Public Service and Directors-at-Large shall have voting privileges as members of the Board of Directors.

 

Section 4. Director-Elect terms shall begin in the organizational year following the year in which they are elected. They shall not be voting members of the Board of Directors, but shall be eligible to attend Board Meetings and to report on and represent their committees in the absence of the voting Director.

 

Section 5. The retiring President shall, without vote of the organization, become a member of the Board of Directors for one year, retaining voting privileges.

 

Section 6. When a vacancy occurs in any current or elected office for any cause, the President will appoint a replacement subject to approval of the Board. Should the office of President be vacated, the Board will appoint an acting President to complete the remaining term of office.

 

Section 7. If any Director or other official shall be repeatedly absent from the regular meetings of the Board, without sufficient excuse, or be flagrantly remiss in performing the duties of the office, that fact shall be brought before the Board, which is authorized to declare the office vacant, by a two-thirds vote of those Board members present. The vacancy shall be filled in the manner provided for in Section 6 of this article.

 

Section 8. The President shall preside over all meetings of the organization, appoint all special committees and offices, subject to Board approval, and shall be an ex-officio member of all committees. The President shall be duly authorized to sign checks in lieu of the Secretary-Treasurer or Executive Secretary, when the Secretary-Treasurer or Executive Secretary are not available.

 

Section 9. The Vice President/Development shall perform the duties of the office of President in the absence of the President. The Vice President/Development shall automatically ascend to the office of President upon expiration of the President’s term. The Vice President/Development shall assist the President in oversight of all Committees.

 

Section 10. The ADDY® Awards Director shall be vested with all duties of the Vice President/Development in the absence of the latter, and shall ascend to the office of Vice President/Development upon expiration of the Vice President/Development’s term. The ADDY® Awards Director shall direct the ADDY Awards Committee and shall be responsible for the management and execution of the annual ADDY Awards competition.

 

Section 11. The Secretary-Treasurer or Executive Secretary shall record the minutes of all meetings of the organization, the Board of Directors, and the Executive Committee, issue notices of Board Meetings, keep all organization records and perform all duties customarily pertaining to the office. The Secretary-Treasurer or Executive Secretary shall also receive and deposit in the name of the organization, in a bank or trust company selected by the Board of Directors, all organization monies, issue receipts, make all authorized disbursements and at each Annual Meeting render an itemized statement, certified to by the Board of Directors, or by a committee appointed by the Board of financial condition and the receipts and disbursements of the organization for the current fiscal year.

 

Section 12. The Programs Director shall direct the Programs Committee and shall arrange programs for all regular meetings, and initiate plans for fellowship or social meetings. The Programs Director-Elect shall assist the Director in this function and ascend automatically to the office of Director upon expiration of the preceding officeholder’s term.

 

Section 13. The Membership Director shall direct the Membership Committee and shall secure additional members and process membership applications, subject to approval of the Board. The Membership Director-Elect shall assist the Director in this function and ascend automatically to the office of Director upon expiration of the preceding officeholder’s term.

 

Section 14. The Communications Director shall direct the Communications Committee and shall be in charge of producing all organizational publications and issuing organizational publicity. The Communications Director-Elect shall assist the Director in this function and ascend automatically to the office of Director upon expiration of the preceding officeholder’s term.

 

Section 15. The Legislative Director shall direct the Legislative Committee and shall be responsible for monitoring local, state and national legislative issues affecting the organization and for coordinating activities to influence the same.

 

Section 16. The Education Director shall direct the Education Committee and shall be responsible for developing continuing education opportunities and programs for membership.

 

Section 17. The Diversity & Multicultural Initiatives Director shall direct the Diversity & Multicultural Initiatives Committee and shall be responsible for developing programs and initiatives that support diversity within the club.

 

Section 18. The Public Service Director shall direct the Public Service Committee and shall be responsible for developing initiatives that assist a not-for-profit organization or project approved by the Board of Directors.

 

Section 19. The Board of Directors may employ an Executive Secretary and may delegate to such Executive Secretary any part of the duties of the elected officials as may be deemed expedient for efficient and business-like operations of the organization’s affairs.

 

 

Section 1. An American Advertising Federation (AAF) Representative shall be appointed by the President with the approval of the Board and shall serve as liaison between the organization and the AAF, reporting to the President of the Board of Directors. The AAF Representative or another person so designated by the Board, shall represent the organization at official conferences and/or conventions of the American Advertising Federation and shall be reimbursed for reasonable registration, transportation and lodging expenses. Said conferences and/or conventions shall consist of the annual conferences of the AAF, the 9th District, and such other conferences and/or conventions deemed appropriate by the Board.

 

Section 2. Director of Standing Committees shall be named by the President and approved by the Board, with the exceptions of Directors for Programs, Membership, and Communications. Directors of Standing Committees shall attend Board meetings at the directions of the Board, but shall not be entitled to vote, with the exceptions of the three elected directors.

 

 

Section 1. The regular meetings of the organization shall be held at such times and places as designated by the Board.

 

Section 2. Special meetings of the organization may be called at the discretion of the Board.

 

Section 3. The Annual Meeting shall be held during the first regular meeting in May and shall be for the purpose of the receiving reports. Notice regarding the Annual Meeting shall be published to the membership prior to the second regular meeting in April.

 

Section 4. Ten percent of the active members, including a presiding officer, shall constitute a quorum for the transaction of business at any meeting of the organization.

 

Section 5. The meetings of the Board of Directors shall be held regularly at least once a month and whenever necessary for the transaction of such business as shall come before it.

 

Section 6. Special meetings of the Board may be held at the call of the President of the organization, or on the written request of three members of the Board.

 

Section 7. Six members of the Board shall constitute a quorum.

 

Section 8. The rules contained in Robert’s Rules of Order Revised shall govern this organization in all cases to which they are applicable and in which they are not inconsistent with these bylaws.

 

 

Section 1. The officers, elected Directors and Directors-Elect shall be nominated by a committee or from the floor and elected by ballot to serve a regular one-year term or succession of terms as specified elsewhere in these bylaws. At the first regularly scheduled election following the adoption of these revised bylaws, the following officers shall be nominated and voted upon: President; Vice President/Development; Secretary-Treasurer; ADDY® Awards Director, Programs Director; Membership Director; Communications Director; Diversity & Multicultural Initiatives Director; Legislative Director; Education Director; Public Service Director; and Director-at-Large. Not more than 30 days following the regularly scheduled election, a special election shall be held to elect the following: ADDY® Awards Director-Elect, Programs Director-Elect, Membership Director-Elect, Communications Director-Elect, Education Director-Elect, Diversity & Multicultural Initiatives Director-Elect, Public Service Director-Elect. Nominating and voting procedures specified elsewhere in these bylaws shall be followed for this special election.

 

Section 2. A nominating committee appointed by the President and approved by the Board of Directors shall prepare a ticket of at least one nominee for each office to be filled, and shall direct the election.

 

Section 3. The election date and names of the candidates and a brief outline of their qualifications shall be mailed to the membership four weeks prior to the election.

 

Section 4. Nominations from the floor will be called at the regularly scheduled meeting two weeks prior to the election. If there are nominations from the floor, there shall be an election at that meeting to reduce the number of nominees for any office to two.

 

Section 5. It shall be the duty of the President to notify each winning nominee within forty-eight hours of his or her nomination, of the guidelines of the election procedures outlined in Section 12.

 

Section 6. Candidates shall have consented to serve if elected.

 

Section 7. The presiding officer shall appoint three election tellers, who shall not be officers, directors, members of the Nominating Committee, nor candidates for election, whose duties shall be to distribute, collect and count the ballots and announce the results of the election.

 

Section 8. Any member in good standing shall be eligible to hold office.

 

Section 9. Inasmuch as all active members possess the right to vote, any member unable to attend the election of officers may apply to the President in writing for an absentee ballot one week before the elections. The absentee ballot must be returned in a sealed envelope on or before election day to the President with the name of the voter on the outside of the envelope. The President shall give such absentee ballot, unopened, to the election tellers at the time of the balloting. The election tellers will record the name written on the outside of the envelope, open the envelope and place the absentee ballot with the ballots of the active voting members to be counted.

 

Section 10. Ballots shall not be passed out until all speeches touching the qualifications of candidates have been concluded. No votes cast before speeches have concluded shall be counted. At the annual election, the presiding officer shall cast a full ballot at the time the regular voting is done. The ballot shall be placed in a sealed envelope and given to the director of the Tellers’ Committee to be used only in the case of a tie for any office.

 

Section 11. The nominees for various officers shall not spend more than the maximum amount of money determined by the Board of Directors in their campaign for office. This regulation applies to all money expended by the nominee, by his or her campaign committee or by a supporter, in furthering the elections of said nominee. The nominee, or the nominee’s campaign manager, must give the President a signed statement to be delivered at the call of the President at the regular election meeting. The President must allow any nominee or campaign manager to see any of the statements of expenditures. The Board may declare any candidate whose campaign expenses exceed the amount determined, ineligible to hold office to which the person has been elected.

 

Section 12. The officers shall be elected at the first regular meeting in May, and the newly elected President shall arrange a joint meeting with the outgoing officers and newly elected officers at the annual mid-summer retreat.

 

 

Section 1. These Bylaws may be amended and/or any Board decision overturned by a two-thirds vote by ballot of the active members present at any regular meeting.

 

Section 2. Proposed amendments and challenges to Board decisions shall be proposed in writing, and signed by a least five voting members who are in good standing. Proposed amendments or challenges shall be mailed by the Secretary-Treasurer to each member in good standing at least two weeks before the meeting at which they are to be read, discussed and voted upon.

 

 

The corporation shall indemnify every director or officer, his heirs, executors and administrators, against damages and expenses reasonably incurred by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director or officer of the corporation, except in relation to matters as to which he shall be finally adjudged in such action, suit or proceeding to be liable for negligence or misconduct; in the event of a settlement, indemnification shall be provided only in connection with such matters covered by the settlement as to which the corporation is advised by counsel that the persons to be indemnified did not commit such breach of duty. The foregoing right of indemnification shall not be exclusive of other rights to which he may be entitled.

 

 

The fiscal year of this corporation shall begin on the 1st day of June of each year and end on the 31st day of May of each succeeding year.

 

We the undersigned, President and Secretary of Advertising Professionals of Des Moines, Inc., do hereby certify that the foregoing Bylaws were adopted for the corporation by its Board of Directors at the first meeting of the directors held on the 15th day of March 1978.

 

We the Undersigned, President, First-Vice President / Development and Secretary of the American Advertising Federation of Des Moines, do hereby amend the foregoing bylaws as they were adopted with a voted approval of our membership and Board of Directors at the annual meeting of the membership held on the 22^nd day of May, 2008.