Bylaws

Appendix B

Mid-Michigan Creative Alliance (MMCA) Bylaws

 

Article I

Name

This organization shall be known as the Mid-Michigan Creative Alliance and shall be affiliated with the AMERICAN ADVERTISING FEDERATION and the District 6, AAF. 

 

Article II

Purposes

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 free exchange ideas. 

 

Article III

Membership

There shall be three classes of membership: active, nonresident and honorary.

Section 1. Active persons of good standing in the community who are engaged in buying, selling or creating advertising, publicity or public relations or who are connected with business closely related to advertising. 

Section 2. Nonresident persons with the same qualifications as are required for active membership, whose business is located outside of District 6, outlined as Eaton County, Ingham County, Jackson County, Calhoun County, and Clinton County. Nonresident members shall have all the privileges of active members except the right to hold office and vote. New members in the active and nonresident classifications shall be elected by the board of directors. Each application for membership must be endorsed by one or more members of the club in good standing. 

Section 3. 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 vote. Honorary members may be elected upon recommendation of the board of directors by a two-thirds vote of the members at any regular meeting of the club. 

 

Article IV

Dues

Section 1. Dues for active members shall be $125 per individual, $350 for 3 corporate members, $575 for 5  corporate members, each additional corporate member over 5 will be $110 for each additional membership and free for all student memberships, which shall include the affiliation fee per year in the American Advertising Federation, and the affiliation fee in the District 6, AAF. 

Section 2. Dues for nonresident members shall be $100 a year.

Section 3. Honorary members shall not be required to pay dues.

Section 4. The dues for newly elected members shall begin on the quarter nearest their election to membership.

Section 5. The status of annual dues of transferees from other AAF clubs should be determined and transferees billed for the remainder of the year. 

Section 6. Any member of the club whose dues have been in arrears for 30 days shall be notified by the treasurer, citing the provisions of this section. Only members whose dues are paid shall be entitled to vote in club elections. 

 

Article V

Office and Board of Directors

Section 1. The management of the affairs of this club shall be vested in the board of directors. 

Section 2. The board of directors shall consist of 13 to 16 members, including the directors elected by the active board members at annual elections, and such officers as are elected under the provisions of Section 3 of this Article and are not serving terms as directors at the time of their election to office, and who shall automatically be members of the board during the terms of their respective offices. 

Section 3. The elected officers shall consist of a president, co-president, vice president and secretary. 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. Four (or five) directors shall be elected annually for a term of two years or until their respective successors are appointed or elected. 

Section 5. In the event of the death or resignation 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, whose duties and compensations shall be as 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 30 days after the annual election. Special meetings may be called by the president by notice in writing, mailed or e-mailed to each of the members of the board at least five days before the called meeting. Special meetings may also be called by the secretary upon written notice to him/her, signed by at least four 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 meeting of the board of directors shall be cause for dismissal by board action.

 

Article VI

Duties of Officers and Directors

Section 1. The president shall be the chief executive officer of the club and of the board of directors. The president shall preside over all meetings of the club and of the board of directors, and he/she shall be an ex-officio member of all committees except 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 of the club, which must have prior approval of the board of directors to be legal and binding.

Section 2. The co-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. 

Section 3. The treasurer shall prepare and monitor an annual budget approved by the board; receive and deposit in the name of the club, in a bank or trust company selected by the board of directors, all club money, issue 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 for the current fiscal year. The treasurer shall be bonded for an amount to be determined by the board of directors. 

Section 4. The secretary shall keep a true and accurate record of all proceedings of the club and board of directors’ meetings, which shall be property of the club. The secretary shall also conduct the correspondence of the club under the direction of the board of directors’ and/or president, send out all notices and notify members of their election to membership and chairmen of committees of their appointment. Under the direction of the president, he/she shall have charge of the clerical work of the club. 

Section 5. The board of directors shall have charge of the general management of the club, pass upon the eligibility of applicants for membership, hear all grievances, authorize and audit all expenditures and approve all appointments.

Section 6. The president shall represent this club at the National Conference of the American Advertising Federation and the District 6, AAF, conferences. Expenses of registration fee, hotel and round-trip transportation shall be paid by the club to the president, or his/ her alternate, for these conventions, if that person so requests. In the event of the inability of the president to attend these conventions, his/her alternate shall be elected by the board of directors.

 

Article VII

Committees

Section 1. The president shall, with the approval of the board of directors, appoint the chairman of each standing committee. All committee chairs shall serve for one year or until their successors are appointed. Briefly, the committees are: Finance, American Advertising Awards, Events/ Programing, Outreach and Membership.

Section 2. The president, with the approval of the board of directors, shall also appoint such special committees as may be needed to carry on the work of the club and shall name the chair of each. 

Section 3. No committee shall have the authority to commit the Club 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.

 

Article VIII

Meetings

Section 1. The annual meeting of the club will be held in October of each year. Written notice of the same shall be sent by mail or e-mail weeks prior to each member, giving the date, hour and place of meeting, as determined by the board of directors. 

Section 2. The regular meetings 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 all members are notified in writing of the time, place and purpose of the meeting.

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 two weeks prior to the date of such meeting. 

 

Article IX

Quorum

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

Section 2. One-third of the board of directors shall constitute quorum. 

 

Article X

Elections

Section 1. Elections shall be held at the annual meeting. Only board members in good standing may be allowed to vote. 

Section 2. The board of directors shall be the nominating committee.

Section 3. The nominating committee shall prepare a slate of nominees. No candidate shall be proposed for office unless his/her consent to serve has been secured. The committee shall report these nominations by mail or e-mail to all board members at least 30 days prior to the elections. 

Section 4. During the annual meeting, the president of the board shall preside over the elections.  The board then elects each new member by a majority of votes. 

Section 5. A majority vote is required to elect officers. A plurality vote is required to elect directors. In the case of a tie vote for the board of directors, the elections shall be decided by lot. 

 

Article XI 

Bylaws

Section 1. These bylaws shall become the bylaws of the Mid-Michigan Creative Alliance by a two-thirds majority vote of the members present, or a quorum, at any regular or special meeting, providing members have been given written notice at least two weeks in advance. 

 

Article XII

Parliamentary Authority 

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

 

Article XIII

Amendments

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

Section 2. Amendments must be proposed in writing, signed by at least five 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 or e-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 club’s publication.