Adopted: June 2011

PROPOSED BY-LAWS OF AMERICAN ADVERTISING FEDERATION OF BALTIMORE, INC.

ARTICLE I

NAME, AFFILATION and PURPOSE

Section 1.01. The name of the corporation is American Advertising Federation of Baltimore, Inc., trading as “AAF Baltimore” and as “AAFB” (hereafter referred to as “Association”).

Section 1.02. The Association is a member of the American Advertising Federation and the Second District of the American Advertising Federation.

Section 1.03. The purpose of the Association shall be to foster and promote the Baltimore advertising industry and the development of the arts of advertising, marketing, communications, and design in all segments of the advertising industry; to recognize excellence in advertising, marketing, communications and design; to protect Association Members in every lawful and proper manner from injustices and unjust exaction; to do all things necessary and proper to encourage and promote customs and practices which will strengthen and maintain the Baltimore advertising industry so that it may best serve the public.

ARTICLE II

MEMBERSHIP

Section 2.01. Membership shall be open to all persons of good standing in the Greater Baltimore Metropolitan Area who are involved in a buying, selling, creating, consulting, managing or educating capacity in advertising, marketing, communications, broadcast, cable, interactive, design, production, public relations and who support the objectives of the Association.

Section 2.02 Categories of Membership may be established by the Board of Directors from time to time, and may include: Student, Young Professional, Individual, Corporate, Associate, Life, Honorary and/or such categories as the Board of Directors may deem appropriate.

Section 2.03. All applications for Membership in the Association shall be subject to approval by the Board of Directors.

Section 2.04. A Member in good standing, upon payment of all required dues, registration and/or other fees, shall have the following rights and privileges:

A. The right to cast one vote per individual Membership on all matters relating to the business of the Association as provided in these By-Laws. If other than an individual, each Member will designate and certify to the Board of Directors as requested, the person(s) eligible to cast its vote(s);

B. The right to attend and participate in all General Membership meetings;

C. The right to be nominated and elected by the General Membership to serve as an Officer and Director, and to serve as an appointed member of the Board of Directors; and

D. The right to exercise such other rights and privileges as may be prescribed for Members by the Board of Directors.

Section 2.05. Members, who have not paid dues incident to Membership within 30 days of invoice date, are not in good standing and their Membership shall be revoked.

Section 2.06. General Membership Annual Meeting.

A. The annual meeting of the General Membership shall be held on the same day as the annual meeting of the Board of Directors during the month of September at such date, time and place as the Board of Directors shall determine.

B. Notice of the annual meeting of the General Membership shall be sufficient if a copy of such notice is delivered personally or sent by email or regular mail to each Member addressed to his or her last known business address at least fifteen (15) days before the date of the meeting so announced.

Section 2.07. Special Meetings of the General Membership. Special meetings may be called by the President, by the Board of Directors, or by written request from ten percent (10%) of the Members of the Association in good standing. The person or persons authorized to call a special meeting of the General Membership may fix any place within the Baltimore Metropolitan Area as the place for holding a special meeting called by them. Notice of the special meeting of the General Membership shall be sufficient if a copy of the notice, containing the agenda for such meeting, is delivered personally or sent by email or regular mail to each Member addressed to the Member at his or her last known business address at least fifteen (15) days before the date of the meeting so announced.

Section 2.08. Waiver of Notice. The attendance of a Member at any meeting shall constitute a waiver of notice of such meeting, except where a Member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 2.09 General Membership Voting. Members may vote in person, by ballot, (including absentee ballot), by email, or by other remote voting method as approved by the Board of Directors and as provided for in the notice for the meeting.

Section 2.10 General Membership Quorum. Twenty-five percent (25%) of the Members of the Association shall constitute a quorum. A majority of the Members present at a meeting at which a quorum is present shall be the action of the General Membership, unless a greater proportion is required by these By-Laws or by applicable statute. Participation of Members by email, absentee ballot or remote voting method as approved by the Board of Directors, if so provided for in the notice of the meeting, shall also be counted as Members present at the meeting.

ARTICLE III

DUES

Section 3.01. Annual Membership dues shall be established by the Association’s Board of Directors and shall include an assessment for the American Advertising Federation. Members shall be invoiced for annual dues which shall be due and payable no later than thirty (30) days after the due date of the invoice.

Section 3.02 Membership dues and all other receipts, if any, will be used to perpetuate the purposes of the Association, and for no other purpose. No dues will inure to the benefit of any employee, agent, Member, Director or Officer of the Association, except that reasonable compensation may be paid for services rendered to or for the Association to Association employees when approved by the Board of Directors, with any interested Director or Officer abstaining from voting.

ARTICLE IV

BOARD OF DIRECTORS

Section 4.01. The management of the affairs of the Association shall be vested in the Board of Directors. The Board of Directors shall have charge of the general management of the Association, approve all applications for Membership, hear all grievances, authorize and verify all expenditures, and approve all non-elected appointments.

Section 4.02. Number, Qualifications, Election and Term of Office.

A. The number of Directors of the Association shall not be less than five (5) and shall not be greater than thirty (30). The Board of Directors shall be comprised of the following types of Directors:

Officers of the Association elected by the General Membership of the Association pursuant to the provisions of Article VII;

Immediate-Past-President who shall serve ex-officio as a member of the Board of Directors;

Chairs of the Standing Committees appointed by the President and approved by the Board of Directors pursuant to the provisions of Article VI; and

Members-at-Large elected by the General Membership pursuant to the provisions of Article VII.

B. A majority of the entire Board of Directors may establish, increase or decrease the number of Directors, provided that the number thereof shall never be less than five (5); and further provided that the tenure of office of a Director shall not be affected by any decrease in the number of Directors.

C. Directors shall serve for a term of two (2) years or until a successor is elected and qualified, and their terms of office shall be staggered so that only one half of the directors need be elected each year.

D. Directors shall begin their term of office on January 1st of the calendar year following the year in which they were elected.

E. By majority vote taken in a secret ballot of the remaining Directors, the Board may remove any Director who has missed three (3) meetings of the Board of Directors (including special and annual meetings) without a legitimate reason or who has demonstrated non-performance of duties as outlined in these Association By-Laws or for other cause of concern to the Board of Directors.

F. Any Member of the Association in good standing of at least eighteen (18) years of age shall be eligible to serve as a Director.

G. Each Director shall be permitted to serve on one or more Association committees.

Section 4.03. Meetings of the Board of Directors.

A. A regular meeting of the Board of Directors shall be conducted at least once per calendar month at such date, time and place as the Board of Directors shall determine.

B. Special meetings of the Board of Directors may be called by or at the request of the President or a number of Directors constituting at least fifteen percent (15%) of the Board of Directors. The person or persons authorized to call a special meeting of the Board of Directors may fix any place within the Baltimore Metropolitan Area as the place for holding a special meeting of the Board of Directors called by them.

C. The annual meeting of the Board of Directors shall be held on the same day as the annual General Membership meeting during the month of September at such date, time and place as the Board of Directors shall determine.

Section 4.04. Notice of Meetings of the Board of Directors.

A. Notice of any meeting of the Board of Directors shall be sufficient if a copy of such notice is delivered personally or sent by email or regular mail to each Director addressed to the Director at his or her last known business address at least five (5) days before the date of the meeting so announced.

B. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

C. Except in the case of a special meeting, when a proposed agenda shall be distributed to the Directors with the notice of the meeting, neither the business to be transacted at, nor the purpose of, any meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by some provision of these By-Laws.

Section 4.05. Voting.

A. The presence of one-third (1/3) of the Directors in person or by proxy shall constitute a quorum for the transaction of business at any meeting of the Board; provided that, if less than one-third (1/3) of the Directors are present at a meeting, a majority of the Directors present may adjourn the meeting without further notice. If no quorum is present for three consecutive meetings (including the annual meeting), at the third such called meeting, five (5) Directors shall constitute a quorum.

B. The action of the majority of the Directors present (in person or by proxy) at a meeting or at which a quorum is present shall be the action of the Board of Directors, unless a greater proportion is required by these By-Laws or by applicable statute.

C. Members of the Board of Directors may participate in a meeting of the Directors by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

D. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken as an informal action without a meeting, if written consent to such action is signed by each Director and filed with the minutes of the proceedings of the Board of Directors. Informal action may be taken by email, if notice requesting such informal action is sent by email to all Directors and all Directors respond and consent by email within forty-eight (48) hours of such notice. Printed copies of such email correspondence shall be filed with the minutes the proceedings of the Board of Directors.

Section 4.06. Vacancies.

A. Any vacancy occurring on the Board of Directors for any cause other than an increase in the number of Directors may be filled by a majority vote of the remaining Directors, even if a quorum is not present.

B. Any vacancy on the Board of Directors by reason of an increase in the number of Directors may be filled by a majority vote of the entire Board of Directors.

ARTICLE V

OFFICERS

Section 5.01. Elected Officers. The elected Officers of the Association shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer, and such other officers or assistant officers as the Board of Directors may from time to time determine is advisable. Any two or more offices may be held by the same person except for the offices of President and Vice-president, which must be held by separate Directors.

Section 5.02. Qualifications, Elections and Term of Office.

A. All Officers shall serve as Directors during their terms of office. The Officers of the Association shall be elected by the General Membership at the Annual Meeting of the General Membership as provided in Article VII whenever one or more offices are vacant. Officers may serve up to two (2) terms of two (2) years each. Each officer shall begin his or her term of office on the first day of the calendar year following the year the officer was elected.

B. No Director may occupy either the office of President or Vice President for more than two (2) consecutive terms of office; but a Director occupying the office of Vice President may advance to the office of President and a Director occupying the office of President may serve an additional term as Immediate-Past-President.

C. Each Officer shall hold office until a successor is elected and qualifies or until his or her death, resignation or removal in the manner hereinafter provided.

D. Vacancies may be filled, and new offices may be created and filled at any meeting of the Board of Directors.

Section 5.03. Removal. By majority vote taken in a secret ballot of the Board of Directors, the Board may remove any Officer who has missed three (3) meetings of the Board of Directors (including special and annual meetings) without a legitimate reason or who has demonstrated non-performance of duties as outlined in these Association By-Laws or for other cause of concern to the Board of Directors.

Section 5.04. President.

A. The President shall be the chief executive officer of the Association and shall provide active leadership for the Association. He or she shall preside over all meetings of the Association and represent the Association in all necessary capacities not delegated to other Officers. The President shall be an ex-officio member of all committees except the Nominating Committee and shall appoint all committee chairs with the exception of the Nominating Committee, such appointments to be subject to the approval of the Board of Directors. The President and Treasurer shall sign all written contracts and obligations which must have the prior approval of the Board of Directors to be legal and binding. The President shall render a statement to the Board and General Membership of the results of operations of the Association for the preceding fiscal year at the annual meeting of the Association.

B. The President shall also act as the Association’s primary liaison to the American Advertising Federation (“AAF”). When directed to do so by the Board of Directors, the President shall represent the Association at the National Convention of the AAF and the conferences of the Second District of the AAF. Reasonable expenses of registration fees, hotel and round trip transportation for the conventions and conferences shall be paid by the Association if so requested by the attendee. In the event of the inability of the President to attend these conventions and conferences, an alternate attendee shall be appointed by the Board of Directors.

Section 5.05. First Vice President. The Vice President shall assist the President in all of his or her duties and shall be vested with all the powers and shall perform all duties of the President in the absence or disability of the President.

Section 5.06. Second Vice President. The Second Vice President (if one is elected) shall assist the First Vice President in all of his or her duties and shall be vested with all the powers and shall perform all duties of the First Vice President in the absence or disability of the First Vice President.

Section 5.07. Secretary. The Secretary shall give written notice of all meetings of the Association, and shall keep the minutes of each meeting. He or she shall conduct the correspondence of the Association under the direction of the Board of Directors and/or the President, send out all notices, handle all mail, serve as custodian of the records of the Association, and shall perform other duties which may arise in the regular business of the Association.

Section 5.08. Treasurer. The Treasurer shall supervise, under the control of the Board of Directors, the finances of the Association; shall deposit in a bank or trust company selected by the Board of Directors, all Association monies; shall collect all sums due to the Association from all sources, issue receipts and make all authorized disbursements; shall provide a statement of accounts at each monthly meeting of the Board of Directors and whenever required by the Board of Directors; and shall perform all duties customarily incident to the position of Treasurer. The Treasurer shall prepare an itemized statement of the financial condition of the receipts and disbursements of the Association during the preceding fiscal year which shall be reviewed by the Finance Committee comprised of three (3) Directors appointed by the President. The Treasurer shall serve as Chair of the Finance Committee. Such financial statement shall be presented to the Board of Directors for their approval and to the General Membership at the annual meeting of the Association. The Treasurer shall prepare, complete and file such forms as may be required to keep the Association in good standing. When and as the Board of Directors may deem it advisable, the Treasurer shall seek review of the Association’s finances by an outside accountant. When and as the Board of Directors may deem it advisable, the Treasurer shall be bonded.

Section 5.09. Immediate-Past-President. The Immediate-Past-President shall finalize uncompleted projects from the previous year and assist the new President as needed.

Section 5.10. Executive Director. The Board of Directors may employ an Executive Director and may delegate to such Executive Director any part of the duties of the elected officers of the Association as the Board deems advisable for the efficient and businesslike operation of the Association. When and as the Board of Directors may deem it advisable, the Executive Director shall be bonded.

Section 5.11. Compensation. No Officer of the Association shall receive, directly or indirectly, any salary, compensation or emolument from the Association either in his or her capacity as an Officer or in any other capacity, except that reasonable compensation may be paid to the Executive Director, if one is employed by the Association.

ARTICLE VI

COMMITTEES

Section 6.01. Standing Committees. The President shall, with the approval of the Board of Directors, appoint the Chair of each Standing Committee. The Chair of each Standing Committee shall serve as a member of the Board of Directors and shall report on the activities of his or her Standing Committee at each monthly meeting of the Board of Directors. The President, in consultation with the Board of Directors, shall define the scope of responsibility and duties assigned by the Association to each Standing Committee. Each Committee shall operate under directions provided for it by the Board of Directors and the President. The Standing Committees of the Association shall be:

A. ADDYs Committee.

B. Membership Committee.

C. Finance Committee.

D. Newsletter Committee.

E. Public Relations Committee.

F. Social Committee.

G. Golf Outing Committee.

H. Legislative Committee.

I. Programming Committee.

J. Fusion (Diversity) Committee.

L. College Relations and Scholarships Committee.

L. Website Committee.

M. Holiday Party Committee.

Section 6.02. Special Committees. The President, with the approval of the Board of Directors, shall also appoint one or more Special Committees as may be needed to carry on the work of the Association and shall name the Chair of each such Special Committee. The Chair of each Special Committee shall serve as a member of the Board of Directors.

Section 6.03. Committee Authority. No Committee shall have the independent authority to commit the Association on the matters of policy or to create financial obligations. All Committee plans and actions shall be subject to the approval of the Board of Directors.

Section 6.04. Committee Voting. Unless otherwise provided in the resolution of the Board of Directors designating a Committee, a majority of the whole Committee shall constitute a quorum and the act of a majority of the Members present at a Committee meeting at which a quorum is present shall be the act of the Committee.

ARTICLE VII

ELECTIONS

Section 7.01. Election of Officers and Elected Directors. The Officers of the Association shall be elected by the Members at the annual meeting of the General Membership.

Section 7.02. Nominating Committee. The Nominating Committee shall be responsible for determining a slate of candidates to serve as Officers for the next fiscal year as follows:

A. The Board of Directors shall appoint a Member to serve as the Chair of the Nominating Committee during the January meeting of the Board of Directors. The Chair of the Nominating Committee shall appoint two (2) Members of the Association to serve on the Nominating Committee. One committee member shall be selected from the Board of Directors, and the other member shall be selected from the General Membership of the Association.

B. The Nominating Committee shall convene in May to interview and propose candidates to serve as Officers and to replace elected Directors whose terms are expiring. No candidate shall be nominated without his or her written consent.

C. The Nominating Committee shall prepare a single slate of such candidates to present to the Board of Directors for approval during a Board meeting approximately three (3) months prior to the annual meeting.

D. Once approved by the Board of Directors, the slate of candidates and means of voting shall be presented in the meeting notice sent to the General Membership no less than fifteen (15) days before the annual meeting.

Section 7.03. Election. The election for the Officers and elected Directors of the Association shall be held during the annual meeting of the General Membership. The chair of the Nominating Committee shall preside over the elections. The slate of candidates shall be presented to the General Membership during the annual meeting. Additional nominations may be made by Members in good standing from the floor, or as a write-in candidate, if such nominees’ written consent is first secured. Members may vote in person, by email or by Ballot (including absentee ballot) pursuant to Section 2, above. Only ballots as provided for in the notice of the annual meeting and received prior to the meeting shall be counted. Election shall be by a majority of ballots so received.

ARTICLE VIII

ADOPTION AND AMENDMENT OF BY-LAWS

Section 8.01. Adoption. These By-Laws shall become the By-Laws of the American Advertising Federation of Baltimore, Inc., by a two-thirds vote of the Members participating in any meeting at which a quorum is present, provided that Members receive or can access a copy of the proposed By-Laws at least fifteen (15) days prior to such meeting.

Section 8.02. Amendment. The By-Laws may be amended by two-thirds vote of the Members participating in any meeting at which a quorum is present as follows:

A. Proposed amendments to the By-Laws shall be first approved by the Board of Directors and a copy of the approved proposed amendment be provided to the General Membership at least fifteen (15) days before the General Membership meeting at which it is moved for adoption.

B. Members proposing amendments to the By-Laws shall present the proposed amendment, signed by at least ten percent (10%) of the Members in good standing to the Board of Directors at least two (2) weeks before the Board meeting at which the Board of Directors will consider the proposed amendment.

C. Notice of any proposed amendment to the By-Laws shall be mailed to each Member of the Association no more than one (1) week after it has been presented to the Board. Such notice may alternatively be provided through email or the Association’s newsletter.

ARTICLE IX

PARLIAMENTARY AUTHORITY

Roberts’ Rules of Order, Revised shall be the authority of this Association in all matters not covered by these By-Laws.

ARTICLE X

MISCELLANEOUS

Section 10.01. Fiscal Year. The Association’s fiscal year shall be from January 1st through December 31.

Section 10.02. Office and Records. The Association shall keep, at the office of the Executive Director, or at the Association’s principal place of business, complete and correct records and books of account, minutes of the proceedings of the Board of Directors, and any committee appointed by the Board of Directors, and a list or record containing the names and addresses of all Members.