Advertising Club of Western Massachusetts Constitution and By-laws July 1999

Article I

This organization shall be known as the Advertising Club of Western Massachusetts.

Article II Purposes

(a) To collaboratively promote the value of marketing and advertising communications by nurturing creativity and professionalism through educational programs, networking opportunities, and recognition of creative excellence.

(b) To confer the Order of William Pynchon and the Pynchon Medal upon such citizens of Western Massachusetts as in the opinion of the Trustees of the Pynchon Award have rendered distinguished public service.

Article III Membership

Section 1. There shall be four classes of membership

(a) Active Member: A member who pays the established Club dues and is a member, qualified by interest, is classified as an Active Member. Active Members enjoy full Club privileges, including the right to vote and eligibility to hold office. Each Active Member shall have one vote.

(b) Lifetime Member: A Club Member for whom the Advertising Club wishes to express its regard and respect because of outstanding accomplishments or meritorious service to the Club, may be elected a Lifetime Member. The Board or Directors shall at its discretion consider such individuals recommended by any Club member, and on approval of two-thirds majority of those present, the individual so honored shall become a Lifetime Member. A Lifetime Member shall pay no dues but shall be entitled to all Club privileges including the right to vote or hold office.

(c) Honorary Member: Every recipient of the Pynchon Award shall automatically become an Honorary Member of the Club. An Honorary Member shall pay no dues but shall be entitled to all Club privileges except the right to vote and to hold office.

(d) Courtesy Member: A duly selected member of some organization to which the Advertising Club wishes to extend reciprocal representation in the Club may be named a Courtesy Member by vote of the Board of Directors. Courtesy members shall pay no dues but shall be entitled to all Club privileges except the right to vote and to hold office.

Section 2. Applicants for Active Membership shall be made in writing and shall include the applicants name, company address, phone number, e-mail address and occupation.

Section 3. Membership will be acknowledged by letter, and the new member will be introduced to the Club at the next meeting by the chairperson.

Section 4. The Club Administrator shall be instructed by the President to notify any Honorary Member, Life Member or Courtesy Member upon his/her election to such membership.

Section 5. Membership may be terminated by voluntary resignation in writing addressed to the President or may be prompted by failure to pay dues, as detailed in Article IV.

Article IV Dues

Section 1. The annual dues for Members shall be established by the Board of Directors.

Section 2. The Club's fiscal year runs from September 1 to August 31. All dues must be paid by October 1 each year in order to be included in the Club's on-line membership directory, and to have full member access and priviledges to the site via member code. Members whose dues remain in arrears after November 15 (75 days) shall have their membership terminated.

Article V Officers

Section 1. (a) The officers of the Club shall be: president, ex-officio president (to serve as advisor to the president); first vice president; vice president, programming; vice president, communications; vice president, membership; vice president, special events/Pynchon awards; vice president special events/Creative Merit Awards; secretary; and treasurer. In the absence or temporary disability of any of these, the Board of Directors shall appoint a temporary successor.

(b) In the event of the permanent inability of the President to serve, the first vice president shall serve until the next Annual Meeting.

(c) An officer may be removed at any time by a vote of the majority of the Board of Directors then in office who will also have the power to fill the vacancy created by the removal of such officer.

Article VI Duties of Officers

Section 1.

(a) The President shall preside at all meetings of the Club and of the Board of Directors and appoint Committees unless otherwise provided by the voting membership, and shall perform such duties as usually pertain to the office of the President. He/ she shall be an ex-officio member of all Committees. The President shall, with the Treasurer, approve all written contracts and obligations of the Club. The President shall call a meeting of Club Officers and the Board of Directors when informed by the Treasurer that fifty (50) percent of the Club's treasury has been expended in any given fiscal year of the Club.

(b) The ex-officio president shall serve as advisor to the president and the vice president, membership, supervising and fostering membership communications, services, and development.

(c) The vice president, programming shall chair the Programming Committee, which will have general charge of all Club programs unless otherwise provided. Duties shall not include chairmanship of the Pynchon Awards or Creative Merit Awards.

(d) The vice president, communications shall chair the Communications Committee, which shall promote the Club to the community and to members through the creation of member communications/ mailings, special events materials, and publicity. This committee shall collect clippings and materials which shall be turned over to the Club Historian, who shall maintain a scrapbook to be presented at the Annual Meeting each year.

(e) The vice president, special events/Pynchon Awards, shall create and chair a committee to oversee the Pynchon Awards, and be responsible for proper and timely preparations relevant to the activities leading up to and including this event.

(f) The vice president, special events/Creative Merit Awards shall create and chair acommittee to oversee the Creative Merit Awards, and be responsible for proper and timely preparations relevant to the activities leading up to and including this event.

(g) The first vice president shall report for all committee chairs not present at the board meeting and shall prepare to assume the presidency in the year to follow. In the absence of the president, the first vice president shall perform the duties of the president.

(h) The Secretary shall record the minutes of Board meetings for permanent Ad Club records.

(i) The Treasurer shall receive moneys due the Club and shall pay such bills as are approved by the Officers of the Club. He/She shall keep proper books of account and make a detailed and duly audited report at the Annual Meeting of the Club, which report shall be in writing and filed with the Administrator to become a part of the Club records. The treasurer shall sign checks, drafts and other orders for payment of money. The Treasurer shall also be responsible for preparing the Club's tax returns. He/She shall, at the Club's expense, be bonded in the amount of money expected to represent the cash assets of the Club for the current year. The size of bond shall be determined by the Officers of the Club. The Treasurer shall notify the Board of Directors when, in any one fiscal year, the depletion of the Club's treasury approaches fifty (50) percent of the total treasury at the beginning of said fiscal year.

(j) The Treasurer shall coordinate the release of funds for the Club's annual Scholarship Award, which shall be administered by a committee appointed by the president, and awarded at the annual meeting.

Article VII Board of Directors

Section 1.

(a) The ten (10) officers (president; ex-officio president; first vice president; treasurer; secretary; vice president, programming; vice president, communication; vice president, membership; and two vice presidents, special events), and up to seven (7) other elected members shall constitute the Seventeen (17) person Board of Directors.

(b) The President of the Club shall be Chairperson of the Board of Directors. The President shall be elected for a term of one year.

(c) The Board of Directors shall be charged with the management of the Club's affairs, shall direct all its policies, and shall listen to all grievances. Regular meetings of the Board of Directors shall be held at least six (6) times within the Club year.

(d) Special Directors meetings shall be held at the call of the President or of three (3) directors. One more than half the total number of Directors comprising the Board shall be considered a quorum. For example: nine (9) for a Board of seventeen (17) Directors. One more than half the number of Directors present at a meeting shall be considered a majority.

(e) Directors shall be elected for a term of one year. Directors may serve no more than three consecutive terms (excluding officers) or until their successors are elected. Eligibility can be regained after an absence of one year from the Board.

(f) The Secretary shall record the minutes of Board meetings for permanent Ad Club records.

Article VIII Nominations & Elections

Section 1. The election of Officers and Directors to fill expiring terms shall be by ballot prior to the Annual Meeting each year.

Section 2. At a minimum of two months before the Annual Meeting, nominations shall be sought from the membership of one or more candidates for each office of the Club and for the Board of Directors. The Board shall confirm with each nominee his or her willingness to hold office. The Secretary shall then mail to each Active Member a list of nominees, and shall solicit the vote of the membership. Officers and Directors for the ensuing year shall be elected by a majority of those who respond with a vote by mail, and shall be announced at the Annual Meeting.

Article IX Appointed Positions

Section 1. The president, with the approval of the Board of Directors, shall appoint a Club Administrator.

(a) The Club Administrator will assist the Officers, Directors, and Committee Chairs, and may, at the discretion of the Board of Directors, be paid to do so.

Section 3. The president, with the approval of the Board of Directors, shall appoint a Club Historian.

(a) The Club Historian shall maintain appropriate historical records of annual membership lists, annual officers, directors and corporator lists, printed materials and news clippings from Club events and other historical material.

Section 4. The president, with the approval of the Board of Directors, may appoint any additional special committees that may be needed to carry on the regular or special activities of the Club.

Article X William Pynchon Trustees

Section 1. There shall be a permanent Board of trustees of the William Pynchon Award, consisting of the current Club President and five (5) immediate past presidents, in chronological order. The ex-officio President of the Club shall act as Chairperson. Each year, the President of the Club becomes a member of this Board of Pynchon Trustees, and each year the retired President who has been longest on the Board shall be automatically retired from the Board. There shall always be six (6) Pynchon Trustees including the President, and each Trustee shall have one vote. All selections for the Pynchon Award must be elected by unanimous vote of the Trustees.

Article XI Meetings

Section 1. There shall be regular business meetings of the Club during the Club's fiscal year which shall be September 1 through August 31, at such times and places as the officers and Board of Directors shall determine.

Section 2. Special meetings of the Club shall be held when called by the President or the Board of Directors, or upon a written request to the President of twenty-five (25) percent of the Club's membership stating the purpose of the meeting, provided that at least two weeks notice of the meeting is given to all members of the Club.

Section 3. In addition to the six scheduled meetings per year, the Board of Directors shall meet at such times and places as they shall select at the call of the President or of two (2) Directors.

Section 4. The Annual Meeting shall be held within one month of the fiscal year end at such time and place as the Vice President of Programming shall determine. The incoming Board of Directors will be introduced and the retiring Board of Directors will present the year end status of the Ad Club to the membership.

Article XIII Amendments

Section 1. The Constitution and By-Laws may be amended by the following method: proposed amendment(s) or additions shall be presented in writing to the Board of Directors. The Board of Directors shall then submit to the Club its recommendations by mail, enclosing a response form. A deadline for receiving the vote card by fax or by mail will be prominently placed on the form. The proposed amendment(s) or additions may be adopted by majority vote as indicated by responses received by the deadline indicated.