By-Laws | Mohawk Valley Advertising Club

ARTICLE I – Name

This organization shall be known as the Mohawk Valley Advertising Club.

ARTICLE II – Purposes

The purposes of this organization shall be to promote greater effectiveness in the use of advertising as an instrument for distribution, to foster higher standards of practice in advertising and selling, to expand recognition of advertising as a profitable business tool, and to cultivate a better understanding of the economic and social value of advertising to the consuming public.

ARTICLE III – Membership

There shall be three classes of membership: Active, Company Memberships, and Honorary.

Section 1.

Active – persons of good standing in the community among whose principal functions are buying, selling, or creating public communications, or components thereof.
Section 2.

Company Membership – any company may underwrite as many individual memberships as it wishes, provided those memberships are filled by people who meet the qualifications of Section 1, above.
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 to vote.
Section 4.

New members shall be elected by the Board of Directors. Each application for membership must be endorsed by one member of the Club in good standing and must be accompanied by remittance of dues for the first year.
Section 5.

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 determined annually by the incoming and outgoing Board of Directors at their annual Joint Board of Directors meeting prior to September first of that year.
Section 2.

Any member of the Club whose dues have been in arrears for ninety days shall be so notified by the Treasurer, citing the provision of this Section. If such arrears are not paid within fifteen days after such notification, the delinquent member shall be notified again and granted fifteen days grace. At the end of this period, membership shall be forfeited. Only members whose dues are paid up shall be entitled to vote at a Club election.
Section 3.

Dues for newly-elected members shall begin on the first day of September. Dues shall be reduced by 50% for newly-elected members joining after January 31st.
Section 4.

Honorary members shall not be required to pay dues.

ARTICLE V – Board of Directors and Officers

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 up to 14 members, including 9 Directors elected by the active members at annual elections, and such officers as are elected who are not serving terms as Director 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 term of office for Directors shall be three years. Directors shall be eligible to serve two consecutive three-year terms. Following an absence of at least one year, Directors shall be eligible to serve on the Board again.
Section 4.

The officers shall consist of a President, a Vice President, a Secretary, and a Treasurer. Any active member in good standing shall be eligible for election as an officer. With the exception of the Treasurer, officers shall be eligible to serve two consecutive one-year terms. There shall be no limit on the time which the Treasurer may serve.
Section 5.

In the event of the death or resignation of any officer or Director, the Board of Directors may elect a successor who would take office upon election, serving until the next annual election.
Section 6.

Special meetings of the Board may be called by the President by notice in writing, mailed to each of the Directors at least five days before the called meeting. Special meetings shall also be called by the Secretary upon written notice signed by at least four Directors. The requirement of a five-day notice may be waived upon consent of a majority of the Board members, expressed in writing, or by attendance at the called meeting.
Section 7.

The outgoing President shall become a member of the Board of Directors for a term of two years.

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; shall preside over all meetings of the Club and of the Board of Directors; and shall be an ex-officio member of all committees. The President and Secretary 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 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.
Section 3.

The Secretary shall record the minutes of all meetings of the Club and the Board of Directors, issue notices of meetings, keep all Club records, and perform all other duties customarily pertaining to the office.
Section 4.

The Treasurer shall receive and deposit in the name of the Club, in a financial institution selected by the Board of Directors, all club moneys, issue receipts, make all authorized disbursements, and at each Annual Meeting render an itemized statement of the financial condition and the receipts and disbursements of the Club for the current fiscal year.
Section 5.

The Board of Directors shall have charge of the general management of the Club and shall approve the eligibility of applicants for membership, hear all grievances, authorize and audit all expenditures and approve all appointments.

ARTICLE VII – Meetings

Section 1.

The Annual Meeting shall be held during the last week of May.
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 at the President’s discretion and shall be called upon written request of any five members in good standing.
Section 4.

Notice of the Annual Meeting and of each special meeting shall be sent by the Secretary to every active member of the Club at the last known address at least one week prior to the date of such meeting. Mailing of a newsletter and phone call are considered satisfaction of this requirement.
Section 5.

Meetings shall not be used as a basis of solicitations of business by members or guests.

ARTICLE VIII – Quorums

Section 1.

One half of the active members present at any regular meeting shall be a majority for the transaction of business.
Section 2.

One half of the active members 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.

ARTICLE IX – Elections

Section 1.

The Nominating Committee shall consist of the following three members: President, Immediate Past President, and Second Past President. Any other Past President may serve as an alternate, if necessary. The Immediate Past President will chair the committee.
Section 2.

The Nominating Committee shall prepare a slate of nominees for the office of President, Vice President, Secretary, Treasurer, and a slate of four nominees for full-term directors, and one additional nominee for each unexpired term vacated by Directors through death or resignation since the preceding annual election, and shall report these nominations to the members no later than fifteen days prior to the Annual Meeting.
Section 3.

The Secretary shall announce the names of the candidates by mail to all active members at least two weeks prior to the Annual Meeting.
Section 4.

Additional nominations may be made from the floor by any active member.
Section 5.

No candidate shall be proposed for office unless the candidate’s consent to serve has been secured.
Section 6.

The election shall be held at the Annual Meeting.

ARTICLE X – Amendments

Section 1.

This Constitution may be amended by a two-thirds vote of the active members present at any business meeting.
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 by the Secretary to each active member of the Club no more than one week after it has been presented to the Board.

(amended September 2003)