Bylaws

CHICAGO ADVERTISING FEDERATION

 BYLAWS

 

ARTICLE I

NAME

The name of the organization shall be Chicago Advertising Federation.

ARTICLE II

PURPOSES

Section 1.              Not-For-Profit.  The Federation is organized under and shall operate as an Illinois corporation for membership purposes, and shall have such powers as are now or as may hereafter be granted by state law

Section 2.              Purpose.  The Chicago Advertising Federation exists to foster momentum in Chicago’s advertising industry.

Section 3.              Rules.  The following rules shall conclusively bind the Federation and all persons acting for or on behalf of it. Policies and Procedures shall not supersede these bylaws. No part of the net earnings of the Federation shall inure to the benefit of, or be distributable to its directors, officers, or other private persons, except that the Federation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.  Notwithstanding any other provision of these Bylaws, the Federation shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from Federal income tax under section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (ii) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

ARTICLE III

REGISTERED OFFICE AND AGENT

The Federation shall have and continuously maintain in the State of Illinois a registered office and a registered agent whose office shall be identical with such registered office, and may have such other offices within or without the State of Illinois and such other registered agents as the Executive Committee may, from time to time, determine.

ARTICLE IV

MEMBERSHIP

Section 1.              Classes.  There shall be seven classes of membership: 

Corporate Member – Available to organizations that are advertising agencies, marketing services, media and related businesses, advertisers, or industry partners (providers of goods or services to advertising agencies or advertisers).  Each Corporate Member shall designate one representative for the purpose of voting. Only the designated representative from that company may vote and attain elected positions within the Federation.  All employees of a Corporate Member company may attend Federation functions at the member price and are considered members of the Federation but without the right to vote and attain elected positions within the Federation unless approved by the Board of Directors.

Corporate membership level is determined by the number of employees in a company’s Chicago or Chicagoland office. Sponsor/Member packages are available to all companies regardless of size and include added benefits such as event tickets. Levels range as follows:

Corp (10 and under)                           $500

Corp (between 11-100)                      $1,000

Corp (between 101-499)                   $3,000

Corp (500+)*                                        $5,000

Sponsor/Member Trustee                   $2,500

Sponsor/Member Partner                   $5,000

Student/Faculty Member –Available to full time students or faculty.  Student/Faculty Members may attend Federation functions at the member price and are considered members of the Federation but without the right to vote or attain elected positions within the Federation unless approved by the board.

Individual Member – Available to consultants, independent contractors and freelance individuals involved in advertising, marketing services, media and related businesses. Individuals may attend Federation functions at the member price and are considered members of the Federation and do have the right to vote and attain elected positions within the Federation unless approved by the board.

Young Professional Member–Available to individuals under the age of 30 that have recently graduated, are seeking employment within the advertising industry or work for a company that is not a member of the Federation. Young Professional members may attend Federation functions at the member price and are considered members of the Federation but without the right to vote or attain elected positions within the Federation.

Changes to categories and memberships may be offered as determined by the Board of Directors.

Section 2.              Dues.   Annual dues for the different classes of membership shall be determined by the Board of Directors.

Section 3.              Voting Rights.  One designated Corporate Member representative from each Corporate Member company, Sponsor/Member Company and Individual Members are the only members eligible to vote and each such member shall be entitled to one vote on each matter submitted to a vote of the members.

Section 4.              Resignation.  Members may resign from the Federation at any time by giving written notice to the Secretary or the Management Firm.  The Federation shall not refund any portion of dues or assessments paid by a member during the period of membership in the Federation nor shall resignation forgive any debt to the Federation on the part of the Member.

Section 5.              Meeting of Members. In the event the Board of Directors determines that an annual meeting shall be held, the Board of Directors shall establish by resolution the place and time of the annual meeting of the members, provided that such annual meeting shall take place within six (6) months after the end of the Federation’s fiscal year. The annual meeting of the Members and any special meetings of the Members shall be governed by Article 7 of the General Not for Profit Corporation Act of the State of Illinois.

ARTICLE V

BOARD OF DIRECTORS

Section 1.              General Powers.   The affairs of the Federation shall be managed by the Board of Directors which shall have supervision, control and direction of the affairs of the Federation, shall determine its policies or changes therein within the limits of these Bylaws, shall actively prosecute its purposes and have discretion in the disbursement of its funds.  The Board of Directors may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted, appoint such agents as it may consider necessary.

Section 2.              Composition, Qualification, Nomination and Term of Office.  The Board of Directors shall be comprised of not more than twenty seven (27) Directors, nor less than twenty-two (22) Directors including the Immediate Past President and Young Professionals Liaison. Only  representative from Corporate Member companies, and board approved Individual, Student and Faculty Members active in the industry and in good standing with a current membership are eligible for election as a Director. Individual Member Directors should not exceed 15% of the board make up. The Nomination and Election process shall be established by the Board of Directors and stated in the Policies and Procedures Manual.  Directors shall be elected proportionately for two-year terms by the current Board of Directors (half of the Directors’ terms expire in one year, the other half in the following year).  No Director may serve more than 4 consecutive terms as a Director.  Terms spent as officers will not be counted as terms on the board. The Young Professional Liaison seat is a one year revolving term. The Federation may also elect to include non-voting members to the board such as Legal Counsel and community or governmental liaisons.

Section 3.              Regular Meetings.  The Board of Directors may provide, by resolution, the time, date and place for the holding of a regular annual meeting and additional regular meetings of the Board of Directors without other notice than such resolution.  Meetings of the Board of Directors may occur electronically where all persons participating in the meeting can communicate with each other.

Section 4.              Special Meetings.  Special meetings of the Board of Directors may be held only upon a minimum of a three business days’ notice to all Board members unless the Board of Directors votes to remove a Director in which case twenty (20) calendar days’ notice is required specifying such removal.

Section 5.              Quorum.  Fifty percent (50%) of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that if less than 50% of the Directors are present, a majority of the Directors present may adjourn the meeting to another time without further notice.

Section 6.              Manner Of Acting.  The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by law or by these Bylaws. Balloting may be accommodated electronically as permitted by the law of Illinois.

Section 7.              Vacancies.  Any vacancy occurring in the Board of Directors for any reason before the end of a term shall be filled by the Board of Directors. A member selected according to this provision shall fill the un-expired portion of the term.

Section 8.              Resignation Or Removal.  Any member of the Board of Directors may resign at any time by giving written notice to the Secretary or the Management Firm.  Any member of the Board of Directors may be removed by a majority vote of all Directors, whenever, in their judgment, the best interests of the Federation would be served thereby.  Any Director that fails to attend 25% of board meetings annually except for reasons of health, may be subject to removal by a vote of the other board members.  Board members that are no longer with a Member company will have a six month transition period if they cannot join immediately. After the six month period, they will be required to join with their new company or as an individual or will be dismissed from the board.

Section 9.              Committees. The Board of Directors may create one or more committees which shall be chaired by a Director, and all committee members shall serve at the pleasure of the Board.

No committee shall exercise the authority of the Board of Directors unless authorized to so do by resolution of the Board of Directors and subject to the restrictions mandated by the law of the State of Illinois.

ARTICLE VI

OFFICERS

Section 1.              Offices.   The officers of the Federation shall be President, Vice President Secretary, Treasurer, Immediate Past President and such other officers as determined by the Board of Directors.

Section 2.              Election and Term Of Office.  Only current members of the Board of Directors shall be eligible for elective office.  The President, Vice President, Secretary, and Treasurer shall be elected by the Board of Directors with a majority of the votes cast by the Directors.  The Nomination and Election process for officers shall be approved by the Board of Directors as stated in the Policies and Procedures Manual.  Each officer shall serve until a successor has been duly elected and qualified, or on January 1st of each year, whichever comes later.  Terms of office for President, Vice President, Secretary and Treasurer shall be one year and shall not exceed two successive terms for President and Vice President.  The offices of Secretary and Treasurer may be served jointly by one individual.

Section 3.              Removal.  Any officer may be removed by a two-thirds vote of the Board of Directors whenever, in its judgment, the best interests of the Federation would be served thereby.

Section 4.              Vacancies.  Vacancies that occur in the offices of Vice President, Secretary and Treasurer shall be filled by the Board of Directors for the remainder of the term.  A vacancy in the office of President shall be filled by the Vice President, or, in the event of absence or inability to serve on the part of the Vice President, by the Secretary.  A vacancy in the office of Immediate Past President need not be filled.

Section 5.              President.  The President shall: preside at all meetings of the Board of Directors; serve as an ex-officio member of all committees except as otherwise stated in the By-laws; with approval of the Board of Directors, appoint committee chairs and liaisons; and, serve as the chief executive officer of the Federation. The President shall only vote on matters in the case of a tie.

Section 6.             Vice President.  In the event of the absence, inability or refusal to act of the President, the Vice President shall perform the duties of the President, and when so acting, shall have all of the powers of and be subject to all of the restrictions on the President. The Vice President shall also perform such duties as may be delegated by the President or the Board of Directors.

Section 7.              Immediate Past President.  The Immediate Past President shall serve a one-year term and shall have all the rights and privileges of a Director.

Section 8.              Secretary.  The Secretary shall be custodian of records, and shall oversee the preparation of records of all proceedings of the Federation and will perform such duties as may be delegated to him/her by the President or the Board of Directors. The functions of the Secretary may be delegated to executive staff.

Section 9.              Treasurer.  The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Federation; oversee the receipt of moneys due and payable to the Federation from any source whatsoever, and deposit all such moneys in the name of the Federation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these Bylaws; oversee the preparation of budgets and financial reports; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors. The functions of the Treasurer may be delegated to executive staff.

ARTICLE VII

EXECUTIVE STAFF

The administrative and day-to-day operation of the Federation shall be in a salaried staff person or firm who shall be appointed by the Board of Directors and shall be responsible to the officers of the Federation.  The executive staff shall undertake tasks assigned by the Board of Directors and shall assist in carrying out the functions of the offices of the Secretary and the Treasurer.  The executive staff shall have no fixed term of office.  The Board of Directors may assign staff titles as needed.

ARTICLE VIII

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 1.              Contracts.  The Board of Directors may authorize in writing any officer or officers, agent or agents, or staff of the Federation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Federation and such authority may be general or confined to specific instances.

Section 2.              Checks, Drafts, Etc.  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Federation shall be signed by such officers, agent or agents, or staff of the Federation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 3.              Deposits.  All funds of the Federation shall be deposited from time to time to the credit of the Federation in such banks, trust companies or other depositories as the Board of Directors may select.

Section 4.              Gifts.  The Board of Directors may accept on behalf of the Federation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Federation.

 

ARTICLE IX

BOOKS AND RECORDS

The Federation shall keep correct and complete books and records of account and shall also keep minutes or action notes of the proceedings of its Board of Directors.

ARTICLE X

FISCAL YEAR

The fiscal year of the Federation shall end on June 30th.

ARTICLE XI

WAIVER OF NOTICE

Whenever any notice whatsoever is required to be given by law of the State of Illinois or under the provisions of the Articles of Organization or the Bylaws of the Federation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XII

INDEMNIFICATION

The Federation shall indemnify all officers, directors, employees, agents and staff of the Federation to the fullest extent permitted by the General Laws of Illinois, and shall be entitled to purchase insurance for such indemnification to the fullest extent as determined from time to time by the Board of Directors of the Federation.

ARTICLE XIII

AMENDMENTS TO BYLAWS

These Bylaws may be amended by a majority vote of the Board of Directors provided the substance of any such amendment has been distributed to all members of the Board of Directors at least six (6) calendar days in advance, or by unanimous written consent of the Board of Directors in conjunction with Article XI. of the By-laws.

ARTICLE XIV

DISSOLUTION

The Federation may be dissolved by a vote of two-thirds of the Directors provided that notice specifying such dissolution has been distributed to all Directors at least six (6) calendar days in advance, or by unanimous written consent of the Board of Directors in conjunction with Article XI. of the By-laws. Upon the dissolution of the Federation, the Board shall, after paying or making provision for the payment of all of the liabilities of the Federation, distribute all of the remaining assets of the Federation to any organization recognized with 501(c) status by the Internal Revenue Service.

Approved May, 2018

 

The Chicago Advertising Federation exists to foster momentum in Chicago’s advertising industry. The four pillars of the Chicago Advertising Federation are:

  • Professional Enrichment
  • Chicago Market & Industry Recognition
  • Networking
  • Community Involvement



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