Valley Advertising Federation, Inc.
Constitution & By-Laws
Revised 4/10/96

This organization shall be known as the VALLEY ADVERTISING FEDERATION, INCORPORATED and shall be affiliated with the AMERICAN ADVERTISING FEDERATION and the 10TH DISTRICT, AAF.

The purpose of this organization shall be to provide and promote a better understanding of the functions of advertising and of its value; to apply the skills, creativity, and energy of the advertising industry whenever it is needed to help solve social problems; to advance the standards of advertising through a voluntary program of self-regulation; and to promote good fellowship and a free exchange of ideas.

There shall be two classes of membership: Active and Honorary.

SECTION 1. Active – Persons of good standing in the community who are engaged in buying, selling or creating advertising; or publicity; or in public relations; or who are connected with a business closely related to advertising.

SECTION 2. Honorary – Persons who, in the opinion of the club, have given distinguished service in the field of advertising. Honorary members shall not be eligible to hold office or to vote.

All new members shall be elected by the Board of Directors. Each application for membership must be endorsed by one or more of the club in good standing.

SECTION 1. Dues for Active members shall be $75.00 per year, payable annually, which shall include the affiliation fee per year in the AMERICAN ADVERTISING FEDERATION, and the affiliation fee in the 10TH DISTRICT, AAF.

Dues for corporations shall be $200.00 for three members from the same company and $40.00 for each additional member of the same company, per year, payable annually which shall include the affiliation fee per year in the AMERICAN ADVERTISING FEDERATION, and the affiliation fee in the 10TH DISTRICT, AAF.

SECTION 2. Honorary members shall not be required to pay dues.

SECTION 3. The dues for newly elected members shall begin on the first day of the quarter nearest their election to membership.

SECTION 4. Any member of the club whose dues have been in arrears for thirty days shall be so notified by the Treasurer, citing the provision in this section. If such arrears are not paid within thirty days after notification, the delinquent member shall be notified again after thirty day’s grace. At the end of this period, with board approval, his membership may be forfeited.

SECTION 1. The management of the club shall be vested in the Board of Directors.

SECTION 2. The Board of Directors shall consist of from eight to twelve members, including all officers as are elected under the provisions of Section 3 of this Article; and such directors as are appointed under the provisions of Section 1 of Article VII and who shall automatically be members of the Board during the term of their respective offices or until their respective successors are elected or appointed.

SECTION 3. The elected officers shall consist of a president, first vice-president, and second vice-president. Any active member, in good standing, shall be eligible for election as an officer. These officers shall be elected for a term of one year and shall serve until their successors are elected or appointed.

SECTION 4. The chairman of each Standing Committee shall be a member of the Board of Directors and shall serve for a term of one year or until his respective successor is appointed.

SECTION 5. In the event of the death of any officer or director, the Board of Directors shall elect a successor who shall take office immediately and serve until the next annual election.

SECTION 6. The immediate past president shall be a member ex-officio of the Board of Directors.

SECTION 7. The Board of Directors may, at its discretion, employ a paid executive director and/or executive secretary-treasurer whose duties and compensation shall be defined by the Board of Directors. The Board of Directors shall be empowered to employ such additional staff as may be required.

SECTION 8. A schedule of regular meetings of the Board of Directors shall be set up by the Board within thirty days of the annual election. Special meetings may be called by the president by notice in writing, mailed to each of the members of the Board at least five days before the meeting. Special Meetings may also be called by the secretary upon written notice to him/her, signed by at least four members. The requirement of a five-day notice may be waived upon consent of majority of the Board members, expressed in writing, or by attendance at the called meeting.

SECTION 9. Three consecutive absences without sufficient reason by an individual member from the regularly scheduled meetings of the Board of Directors shall be course for dismissal.

SECTION 1. The president shall be chief executive officer of the club and of the Board of Directors. He shall preside over the meetings of the club and of the Board of directors. He shall be ex-officio member of all committees except the Nominating Committee. The president shall appoint all committee chairmen with the exception of the Nominating Committee, such appointments to be subject to the approval of the Board of Directors. The president and the treasurer shall sign all written contracts and obligations to the club, which must have prior approval of the Board of Directors to be legal and binding.

SECTION 2. The first vice-president shall be vested with all the powers and shall perform all the duties of the president in the absence or disability of the latter; serve a Program Chairman, arrange for all club programs.

SECTION 3. The second vice-president shall be vested with all the powers and shall perform all the duties of the first vice-president in the absence or disability of the latter; serve a Membership Chairman, to secure additional members, process the membership applications, present new members to the club.

SECTION 4. The executive secretary-treasurer shall keep true and accurate record of all the proceedings of the club and Board of Directors meetings; shall conduct the correspondence of the club under the direction of the Board of Directors and/or the president; send out all notices; notify the members of their appointments and/or election. Under the direction of the president, he or she shall have charge of the clerical work of the club; receive and deposit in the name of the club, in a bank or trust company selected by the Board of Directors, all club moneys; issue of receipts; make all authorized disbursements; and at each Annual Meeting render an itemized statement, certified to by an Auditing Committee of three appointed by the president, of the financial condition and the receipts and disbursements of the club of the current fiscal year.

AMENDMENT I
The annual budget must be discussed, voted on and approved by the Board prior to any funds being dispersed for the current VAF fiscal year. A copy of this budget must be distributed to all VAF members (via mailing or newsletter) within 30 days of approval by the board and at least two (2) weeks before a General Membership meeting.

AMENDMENT 2
Within 60 days of the conclusion of the fiscal year, the annual audited
financial statement shall be compiled and distributed to all VAF members
(via mailing or newsletter). It shall be the responsibility of the outgoing
President in concert with the new President to complete this report.

AMENDMENT 3
The VAF may not borrow money to meet annual operating costs. In case of an emergency, a 2/3 vote of the General Membership will be required with advance written notice via mail or newsletter of at least two (2) weeks before a general meeting.

AMENDMENT 4
A minimum of 20% of all profits from any VAF fundraising activity shall be designated as Educational Funds. Once designated, these funds may not be used to meet the annual operating costs of the VAF, but could be used in an emergency situation. (see section one pp4.)

SECTION 5. The Board of Directors shall have charge of the general management of the club and shall pass upon the eligibility of applicants for membership, hear all the grievances, authorizes and audit all expenditures, and approve all appointments.

SECTION 6. The president shall represent this organization at the Annual Convention of the American Advertising Federation and the 10th District AAF Conference. Expenses of registration fee, hotel and round trip transportation shall be paid by the club to the president or his alternate for these conventions, if that person so requests. In the event of the inability of the president to attend these conventions, his alternate shall be elected by the Board of Directors.

AMENDMENT I
Reimbursements to members of the VAF for expenses incurred on behalf of the club must be approved in advance by the Executive Board and entered into the official minutes. A written summary of approved expenses must be submitted to the board within 30 days

AMENDMENT 2.
President. The Valley Advertising Federation may reimburse the current elected President for advance registration fee(s), reasonable travel costs and lodging for the National AAF Convention, the 10th District Convention, or District Leadership Conference, if they so desire to attend. Attendance is mandatory of at least one (1) event.

All other miscellaneous expenses (including phone calls, entertainment and meals, etc.) shall be the personal responsibility of the President.

Receipts totaling the amount requested for reimbursement shall be provided to the Executive Secretary on a written expense report within 30 days of said event. Report must then be presented to the Executive Board for approval prior to the reimbursement(s) being paid to the President within 30 days of submission or sooner.

Ist Vice President. The Valley Advertising Federation may reimburse the current elected 1st Vice-President for the advance registration fee(s), reasonable travel costs and lodging for the 10th District Convention and or the 10th District Leadership
Conference(s). Attendance is mandatory of at least one (1) event.

All other miscellaneous expenses (including phone calls, entertainment and meals, etc.) shall be the personal responsibility of the 1st Vice-President.

Receipts totaling the amount requested for reimbursement shall be provided to the Executive Secretary on a written expense report within 30 days of said event. Report must then be presented to the Executive Board for approval prior to the reimbursement(s) being paid to the 1st Vice-President within 30 days of submission or sooner.

2nd Vice President. The Valley Advertising Federation may reimburse the current elected 2nd Vice-President for the advance registration fee(s), reasonable travel costs and lodging for the 10th District Leadership Conference(s) or other District Events as designated by the board. This is a mandatory meeting for 2nd Vice President.

All other miscellaneous expenses (including phone calls, entertainment and meals, etc.) shall be the personal responsibility of the 2nd Vice President.

Receipts totaling the amount requested for reimbursement shall be provided to the Executive Secretary on a written expense report within 30 days of said event. Report must then be presented to the Executive Board for approval prior to the reimbursement(s) being paid to the 2nd Vice President within 30 days of submission or sooner.

Other Executive Board members or members. The Valley Advertising Federation will reimburse the current appointed Executive Board Member(s) or a member at large for the advance registration fee(s) for the10th District Leadership Conference(s).

All other miscellaneous expenses (including phone calls, entertainment and meals, etc.) shall be the personal responsibility of the Executive Board Member or members.

Receipts totaling the amount requested for reimbursement shall be provided to the
Executive Secretary on a written expense report within 30 days of said event.
Report must then be presented to the Executive Board for approval prior to the
reimbursement(s) being paid to the Executive Board Member or members within
30 days of submission or sooner.

Any other travel on behalf of the VAF must be approved by the Board in advance and is subject to the same restrictions and reimbursements procedures as stated above.

SECTION 1. The president shall, with the approval of the Board, appoint the chairmen of each standing committee. All appointees must be active members in good standing. All standing committee chairman shall be members of the Board of Directors and shall serve one year or until their successors are appointed. Briefly, their responsibilities as standing committee chairman are:

Fund Raising – To generate return from special projects that provides the funding for educational, public service and other club priorities.

Publicity and Publications – To secure desirable publicity and otherwise to promote the prestige and standing of the club in the community: to be responsible for such publications as the club shall authorize.

Finance – To supervise, under the control of the Board of Directors, the finances of the club and to prepare all budgets.

Education – To plan and execute educational projects for the club and to act as a speakers bureau.

Legislative – To maintain a vigilance on legislative activity whereby the committee may study and report to the Board of Directors any pending l or proposed city, state, or national legislation affecting advertising in any of its forms, and to recommend a line of action by the club, if deemed necessary.

Public Service – To plan and execute: (a) services in an advisory capacity and/or actively aid in the field of advertising and publicity such civic, charitable, and public organizations as are approved by the Board of Directors: and (b) projects in the field of public service as approved by the Board of Directors

SECTION 2. The president, with the approval of the Board of Directors, shall appoint such special committees as may be needed to carry on the work of the club and shall name the chairman of each.

SECTION 3. No committee shall have the authority to commit the club to 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. The Annual Meeting of the club shall be held in April of each year. Written notice of same shall be sent by mail at least one week prior to date to each member, giving hour, date, and place of meeting, as determined by the Board of Directors.

SECTION 2. The regular meeting of the club shall be held at such times and places as the Board of Directors may determine.

SECTION 3. Special meetings may be called by the president, by the Board of Directors or by written request from any five members in good standing, provided members are notified.

SECTION 4. Separate notice of the Annual Meeting and of each special meeting shall be sent by the secretary to every active member of the club at least one week prior to the date of such meeting.

SECTION 1. Twenty-five percent of the active members shall constitute a quorum for the transaction of business at any meeting of the club.

SECTION 2. One-third of the Board of Directors shall constitute a quorum for the transaction of business.

SECTION 3. A majority of any committee shall constitute its quorum.

SECTION 1. Election shall be held at the Annual Meeting and shall be by secret ballot. Only active members in good standing may be nominated for office or be allowed to vote.

SECTION 2. The Board of Directors shall appoint, at least forty-five days before the Annual Meeting, a Nominating Committee, of five members in good standing, a majority of which must not be members of the Board of Directors.

SECTION 3. The Nominating Committee shall prepare a slate of nominees. No candidate shall be proposed for office unless consent to serve has been secured. The committee shall report the nominations by mail to all members at least thirty days prior to the election.

SECTION 4. Additional nominations may be made by written petition signed by at least ten active members, provided all such additions shall be in the hands of the Nominating Committee at least fifteen days prior to the Annual Meeting.

SECTION 5. Not later than ten days before the election, the Nominating Committee shall issue the final slate of officers in writing to all voting members, incorporating any additional candidates who have been properly endorsed. The treasurer shall mail the final ballot, together with a blind envelope marked “BALLOT” to only those members in good standing. Each member shall mark his ballot, enclose it in the “BALLOT” envelope, insert the “BALLOT” envelope in an envelope bearing his name and return address, and mail it to the chairman of the Nominating Committee.

SECTION 6. On the date set for the election, the chairman of the Nominating Committee shall preside at the election. He shall be assisted by the two tellers, appointed by the Board of Directors. The tellers may not be candidates for election. The chairman shall open the outside envelopes in the presence of the tellers and the votes tallied. A written report shall be given immediately to the president, who shall announce the results of the election and declare the officers elected.

SECTION 7. A majority vote is required to elect officers.

SECTION 1. Roberts Rules of Order, Revised, shall be the authority of this club in all matters not covered by these bylaws.

SECTION 1. The bylaws may be amended by a two-thirds vote of the active members present at the business meeting. A quorum must be present.

SECTION 2. Amendments must be proposed in writing, signed by at least five active members in good standing; and a copy thereof must be presented to the Board of Directors at least two weeks before the meeting at which it is moved for adoption.

SECTION 3. Notice of any proposed amendment shall be mailed to each member of the club no more than one week after it has been presented to the Board. This may also be done through the clubÕs publication.