Constitution & Bylaws

CONSTITUTION AND BYLAWS

THE ADVERTISING CLUB OF CONNECTICUT

Article I
NAME

Section 1

The full, legal name of this organization shall be The Advertising Club of Connecticut and may be affiliated with the American Advertising Federation (AAF) at the discretion of the Board.

Section 2

The headquarters of this organization shall be located within the limits of the State of Connecticut, United States of America.

Article II

MISSION STATEMENT & PURPOSE

The Mission Statement: To promote the highest standards of excellence in advertising and marketing throughout the state, emphasizing professionalism, educational programs and seminars, networking, social media, scholastic mentoring, exchanging of ideas and the recognition of creative excellence. The purposes of this organization shall be to:

• Advance the status of the advertising/marketing profession and of the individual members of the club both within the profession and in the eyes of the public and business sectors.
• Increase the efficiency and effectiveness of our members.
• Build awareness of the marketing and advertising industry with statewide businesses and affiliate organizations.
• Promote the interchange of knowledge, ideas, and experiences.
• Recognize and award advertising and marketing professionals within Connecticut.
• Advocate and promote legal and truthful advertising and marketing methods and practices.
• Promote and stimulate better marketing methods including advertising, public relations, media services, social media, promotion, and merchandising.
• Assist in the recruitment and training of those entering the fields of advertising/marketing.
• Report to members on new legislative issues affecting the advertising business.
• Assist and advance desirable community and/or charitable projects and goals by utilizing the knowledge and resources within the organization.
• Provide educational opportunities to increase the knowledge and improve the skill of members.
• To educate members on the latest trends, developing technologies and methods that will affect the advertising profession through social media, events, panel discussions, webinars, educational seminars, teleseminars, and co-branding with other organizations and associations.

Article III
MEMBERSHIP

Section 1

A member shall be any person of good reputation who is engaged, in need of or interested in the creating, planning, learning, teaching, buying or selling of advertising or marketing; the publication or distribution of any advertising/marketing medium; or the manufacture, purchase or sale of any product or service essential to the conduct of advertising/marketing or any of its related fields.

Section 2

An honorary member shall be a person who may or may not directly be employed in creating, planning, teaching, buying, or selling advertising or marketing, but who has given distinguished service in the field of advertising/marketing or in support of the Club’s objectives.

The Board of Directors may nominate and elect honorary members at the beginning of each year. Honorary members will not be assessed dues.

Section 3

Yearlong Partnerships/Sponsorships and Event Partnerships/Sponsorships may include some sort of Membership Package.

Section 4

The membership of any member of the Club may be revoked by failure to pay dues (see Article IV).

Section 5

Individual memberships are not transferable.

Article IV
DUES

Section 1

The annual dues for members shall be reviewed and set by the full Board of Directors, with an effective date of payment and remain in effect for a full year. Renewal will be on a 12-month rolling basis. It is the responsibility of the Board to ensure that dues and fees, cash/trade partnerships/sponsorships are sufficient to cover the operating costs of the Club.

Section 2

Any member of the Club whose dues have been in arrears for sixty (60) days shall be so notified by the membership committee, citing the provision of this section. If such arrears are not paid in thirty (30) days after such notification, the membership may be forfeited. Only members whose dues are paid shall be entitled to vote in Club elections, participate in Ad Club events at member rates, benefit from any and all member benefits, or enter any competitions at member rates.

Article V
MEETINGS

Section 1

Regular meetings and other meetings shall be held at such times and places as the Board of Directors may determine.

Section 2

Special business meetings may be called by the Board of Directors or by written request from any five (5) members in good standing provided all members are given seven (7) days’ notice, in writing, of time, place and purpose of meeting.

Section 3

The Board of Directors shall hold regular meetings each month at such times and places as the Board of Directors may determine.

Section 4

The Board of Directors can approve the minutes and other topics that require a vote at the monthly Board meetings provided a majority (51%) of the Board of Directors is in attendance of that meeting. If a Board Member can not be present at a meeting, a paper or electronic ballot is acceptable and valid if there have been no additions or changes to the information being voted on. The paper ballots cannot count toward a quorum for the meeting; email ballots do count toward the quorum.

Section 5

The Consent Agenda format will be followed at regular Board Meetings. Within this format, certain committee, and other reports (items not needing discussion) will be filed in advance and placed on the Consent Agenda. If no changes are made, or discussion needed, the Consent Agenda can be approved with one vote. If there are discussions or changes to any item, that one item will be pulled from the Consent Agenda and placed on the regular Agenda.

Section 6

Members of the general Club membership shall be welcome to attend Board meetings for the purpose of observing the proceedings or to introduce new business when appropriate during the meeting. To ensure seating space, and to be placed on the agenda, members who wish to attend a Board meeting should notify the Executive Director of his/her intention to attend at least one week before the meeting.

Article VI
OFFICERS AND DIRECTORS

Section 1

The management of the affairs of the Club shall be vested in a Board of Directors which shall be composed of the Executive Director, and no less than ten (10) and no more than twenty-five (25) directors. Each Director will commit to a 2-year term.

Article VII
DUTIES OF DIRECTORS

Section 1

The Executive Director shall be the Chief Executive Officer of the Club and of the Board of Directors. He/she shall preside over all meetings of the Club and the Board of Directors. He/she shall be a member of all committees except the Nominating Committee on which he/she will serve but not have a vote. All written contracts and obligations of the Club must be approved by a director and signed by the Executive Director. Any passwords, keys, or any other proprietary materials for the Club will be
executed in the name of the Ad Club of CT and not any individual director. Passwords and keys will be forwarded to the Executive Director immediately.

Section 2

The Executive Director shall collect and receive all monies due to the Club and pay such bills as are approved by the Board of Directors. He/she shall compile a report each month to present at the Board meeting. The books may be audited at least every third year beginning with June 2026.

Section 3

The Executive Director shall give notice of all the meetings of the Board of Directors by 12:00 noon on the Monday prior to the meeting. The Executive Director shall keep the minutes of the Board meetings, providing them within 48 hours of the meeting for dissemination to the entire board. The Executive Director shall also perform such other duties as the Directors may prescribe (the Executive Director job description is available at the Ad Club of CT offices). The Executive Director shall be in a non-voting position unless it is necessary to break a tie.

Section 4

The Board of Directors may, at its discretion, employ a paid Executive Director, whose duties and compensations shall be as defined by the Board of Directors (see Sections 1 through 3 above). The Board of Directors shall be empowered to employ such additional staff as may be required. This individual will have a review in January of 2026 and will be subject to a review every other January.

Section 5

Directors shall be members in good standing with the Ad Club of CT. Membership on the Board of Directors provides leadership and networking opportunities and comes with responsibilities.

Section 6

The Executive Director or his/her alternate shall represent the Club at programs, meetings and other events deemed necessary. Events other than Ad Club events, which require reimbursed expenditure, must be approved by the Board.

Section 7

Removal: The Board may, at its discretion, by a vote of two-thirds of its members, remove any director.

Article VIII
NOMINATIONS AND ELECTIONS

Section 1

To elect a new slate of Directors, the Board of Directors shall appoint, by January 1 of every other year, a Nominating Committee of five (5) members in good standing, no more than three of which is a current Board of Directors member. The Committee shall elect its own Chair. No member of the Nominating Committee may propose him/herself for election but may be nominated by suggestion of three other committee members.

Section 2

The Executive Director shall prepare a slate of nominees by May 1 of each election year. No candidate shall be proposed for office or membership on the Board unless his or her consent to serve has been secured by the Committee. Not later than 30 days before an election, the Nominating Committee shall issue the proposed slate, in writing, including a description of the duties and obligations of each of the several offices so as to remind the membership of the gravity of the responsibility of so serving the Club. Two weeks shall be allowed for members to submit other nominations. When one or more additional candidates have been proposed by the membership, the Executive Director will hold a vote in the June Board Meeting. Additional nominations may be made by written petition signed by at least five (5) members in good standing, provided all such additions shall be in the hands of the Executive Director by June 1 of each year. The Board of Directors shall make every effort to encourage nominations from the general membership through the website.

Article IX
COMMITTEES

Section 1

Chairpersons for committees and events will be members in good standing of the Ad Club and may or may not be members of the Board of Directors. The Executive Director and the Board of Directors shall ask for volunteers and/or appoint chairpersons before the August Meeting initially to organize and monitor the activities of each committee. Chairpersons thus selected shall be approved by the
Board of Directors and shall serve for one (1) Club year, except for major events such as Awards Show where one co-chairperson must commit to a second year as Chairperson.

Section 2

The following Standing Committees shall be created:

• MEMBERSHIP (Chairperson must be Membership Director; there may be a Co-Chair)
• LIAISON TO OTHER ORGANIZATIONS (This position will be filled by a current Board member)
• AWARDS COMPETITION & PRESENTATION
• EVENTS PLANNING
• MEDIA RELATIONS
• SOCIAL MEDIA
• SPONSORSHIP/PARTNERSHIP
• WEBSITE

To streamline the workings of the Ad Club, many essential functions of the Club are
included in Section 3. There is no distinction of importance between Section 2 and Section 3.

Section 3

In addition, the following committees may also be created/included. Each event requires (at the minimum), a chairperson. The Chairperson will prepare an Event Brief, including a timeline and budget. The Chair will report progress regularly to the Board and may be asked to present to the Board at monthly meetings.

• OUT OF HOME COMPETITION
• SCHOLASTIC/INTERNSHIPS
• NETWORKING
• EDUCATIONAL PROGRAMS & SEMINARS
• HOLIDAY PARTY
• MARKETING/COMMUNICATION
• OTHER AS DEEMED NECESSARY

The Executive Director shall appoint other committees as deemed necessary with the approval of the Board of Directors.

Section 4

Each standing committee shall meet at the call of its chairs. A majority of any committee shall constitute its quorum.

Section 5

The decisions of all committee actions involving policy and finances shall be subject to approval by the Board of Directors.

Article X
AMENDMENTS

Section 1

This Constitution and Bylaws may be amended by the following procedures: The proposed amendment must be submitted by a Board member, in writing, to the full Board of Directors. At the following regular board meeting, the members present shall act on the proposed amendment, with two-thirds of the Board of Directors necessary to vote on adoption of the changes. If a Board Member can not be present at a meeting, a paper or electronic ballot is acceptable and valid if there have been no additions or changes to the information being voted on. The paper ballots cannot count toward a quorum for the meeting.

Section 2

The Chair of the Membership Committee shall as a matter of course provide each new member with a copy of the Club’s Constitution and Bylaws upon request. The availability of the Constitution and Bylaws will be listed on the website.

Article XI
INDEMNIFICATION OF DIRECTORS

Section 1

Liability: The Ad Club, its directors, shall not be liable to any of its members for any statements, errors or omissions in any reports sent out by the Ad Club, whether the same shall be due to the negligence of the Ad Club, or said officers or elected officials, and each and every member of those that may hereafter become members, shall be deemed to have expressly released the Ad Club, its directors from any and all liability for such statements, errors, omissions, and further, from any and all liability by reason of any agreements, contracts, obligations, acts, steps or plans entered into or undertaken by the Ad Club on behalf of its members.

Section 2

Indemnification: Each present and future director whether or not then in office, shall be indemnified by the Ad Club of CT against expenses actually or necessarily incurred by or imposed upon him/her (including but not limited to judgments, costs and counsel fees), in connection with the defense of any action, suit or proceeding in which he/she is made a party by reason of being or having been a director of the Ad Club of CT.