AMA Constitution and Bylaws

AMA Constitution

Origination: January 1967
Latest Amendment Revisions: May 2021

Article I: The Organization

The name of the organization is the American Marketing Association (the “Association”). It is incorporated as a not-for-profit corporation in the State of Illinois.

The purposes of the Association are to operate exclusively for educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as may be amended from time to time, or any corresponding provision of any future United States Internal Revenue Law (the “Code”).

Without limiting the generality of the foregoing, the Association is an international professional organization for individuals and organizations who are leading the practice, teaching, and development of marketing worldwide. Its principal roles are:

Connecting. The Association serves as a conduit to foster knowledge sharing.
Informing. Providing resources, education, career and professional development opportunities.
Advancing. Promoting/supporting marketing practice and thought leadership.

The principal roles are subject to change by board action.

The Association assists marketers in deepening their marketing expertise and elevating their careers. To achieve the purposes of the Association there shall be no discrimination in individual memberships or chapter affiliation because of race, religion, gender, age, national origin, disability, veteran’s status or sexual orientation.

All of the assets and the earnings of the Association shall be used exclusively for educational purposes within the meaning of Section 501(c)(3) of the Code in the course of which operation:

No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its members, directors, officers, or other persons, except that the Association 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.
No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or against any candidate for public office except as authorized under the Code.
Notwithstanding any other provisions contained herein, the Association shall not carry on any other activities not permitted to be carried on by an entity exempt from tax under Section 501(c)(3) of the Code, or by an entity, contributions to which are deductible under Section 170(c)(2) of the Code.

There will be a set of Bylaws attached to this Constitution. The purpose of the Bylaws is to lay out operational details associated with membership, the Board of Directors, chapters, and other aspects of the Association.

Article II: Membership

The Association will have such members as are outlined in the Bylaws. The categories of membership, application requirements, and other terms & conditions are detailed in the Bylaws.

Article III: Board of Directors and Administration

Section 1. Function and Composition

The business and property of the Association shall be managed and controlled by the Board of Directors. The Board shall consist of such members as are specified in the Bylaws, and shall have officers, conduct meetings, appoint subcommittees, and other activities, all as specified in the Bylaws.

Section 2. Nomination and Election Procedure

Directors of the Association shall be nominated and elected as provided in the Bylaws.

Section 3. Control and Disposition of Assets

The Board of Directors may accept on behalf of the Association any contribution, gift, bequest or devise including real estate for any purpose of the Association.

The American Marketing Association shall not be responsible for any debts or obligations of Professional or Collegiate Chapters, or any of the Association’s members acting individually or collectively, nor shall Professional or Collegiate Chapters or any members of the Association be responsible for any obligations of the Association.

All of the property, assets and funds of the Association are the property of the Association, and no member shall have any ownership interest therein. In the event of dissolution or final liquidation of the Association the assets remaining, after payment of all its liabilities shall have been made or provided for, shall be transferred to such other Section 501(c)(3) nonprofit organization(s), carrying on activities or programs substantially similar to the Association.

The Board of Directors shall appoint a certified public accountant to audit the financial records of the Association and shall review such appointment periodically. A certified audit will be conducted every year, or as required by law.

Article IV: Councils and Chapters

The Association will have such Councils and Chapters as are designated in the Bylaws. The formation requirements and operating procedures associated with these bodies are outlined in the Bylaws.

Article V: Amendments

Section 1. Constitution

This Constitution may be amended by a majority vote of those members voting, initiated by one of the following procedures: (1) by the Board of Directors, or (2) upon petition of 2% (two percent) of members eligible to vote addressed to the Board through the Association’s Chief Executive Officer. All proposed amendments shall be presented to the membership by the Chairperson of the Board, with or without recommendation.

Section 2. Bylaws

Amendments to the Bylaws shall be adopted by the Board of Directors. These amendments may be proposed for consideration by any member of the Board of Directors or may be brought to the Board’s attention upon petition of 2% (two percent) of the voting members of the Association. Amendments must be submitted to the Association’s Chief Executive Officer in writing at least 30 days prior to a regularly scheduled Board meeting, or may be presented at a Board meeting for discussion only, and then approved at a subsequent meeting (telephonic or otherwise) of the Board. To be adopted an amendment must receive an affirmative vote of not less than two-thirds of the Directors present at a duly convened meeting.

AMA Bylaws

Latest Revisions: May 2023

Article I: Identification

The name and purpose of the Association are outlined in the Constitution of the American Marketing Association. The Association is hereinafter referred to as “the AMA” or “the Association.”

The fiscal year of the Association shall begin on the first day of July of each year and end on the 30^th day of June.

Article II: Membership

Section 1. Admission to Membership. Admission to membership in the AMA is conducted online via the AMA website. Membership becomes official upon confirmation of payment for the first term of membership. Membership dues are not intended to be refundable and are non-transferable. No application for membership shall be denied on the basis of race, color, religion, gender, national origin, disability or any other characteristic protected by law.

Section 2. Membership Categories. Membership shall be divided into voting and non-voting categories:

Voting Members:

Member. Available to all individuals in the field of marketing, including marketing practitioners and academics.

Non-voting Members:

Student. For full-time students not currently employed in a full-time professional position. Limited to 5 years.

Notwithstanding anything set forth to the contrary in these Bylaws, each voting member’s right to vote is specifically limited to elections of officers and directors (as defined below), and amendments to the Association’s Constitution. Each eligible voting member shall have one (1) vote in such elections. The officers and directors shall be elected by the affirmative vote of a majority of the members who vote in any such election. No member of the AMA shall have the right to vote, without limitation, on the amendment of the AMA’s Articles of Incorporation, the merger or dissolution of AMA, or the amendment of its Bylaws.

Member voting may be conducted via the most efficient means determined by the Board of Directors of the Association (sometimes hereinafter referred to as the “Board of Directors”, or the “Board”; each, a “Director” and collectively, the “Directors”).

Section 3. Dues and Fees. The Board of Directors shall approve a dues schedule for all categories of membership from time to time. Any increase to the dues schedule must be approved by a vote of not less than two-thirds of the members of the Board of Directors present at a duly convened meeting, and shall be communicated to the members not less than 60 days before the effective date of such increase. For clarity, membership price decreases, whether temporary or permanent, shall not require Board of Directors approval or advance notice to membership.

Section 4. Termination of Membership. Membership shall terminate and the member shall be entitled to no rebate of dues previously paid in any of the following events:

If the member resigns.
If the member does not pay the membership fee owed to the Association.
If the member does not continue to meet the eligibility requirements set forth in the Association’s Bylaws.
If the member does not continue to abide by the Code of Conduct adopted or revised by the Association. Such termination shall be governed by the Disciplinary Procedures of the American Marketing Association, and in accordance with policies and procedures that have been established by the Board of Directors.

Article III: Councils

The Councils are:

Academic Council
Collegiate Chapters Council
Professional Chapters Council

The purposes of the Councils shall be to serve as an interface between the Association’s volunteer leaders and the Board of Directors and to provide operational input to the Association. Each Council has the role to enhance the effectiveness of their respective components and the benefits and services of the Association to their respective constituencies.

Each Council is chaired by a President. A President-Elect, Immediate Past President and at-large members make up the councils. Designated AMA) staff members serve as ex-officio members of assigned councils. An executive committee comprised of the President, President-Elect and Immediate Past President work with AMA Support Center staff to appoint at-large members to fill open positions. At-large members are appointed for a term of one year but may serve a maximum of three consecutive one-year appointments; they may serve again in the future but there must be a three-year gap between terms of service.

The Association has the right to create new or remove councils with a vote of not less than two-thirds of the AMA Board of Directors.

Article IV: Professional Chapters

Section 1. Purpose. The purpose of a chapter must be in furtherance of the purposes of the Association, and shall include, but are not limited to:

Providing a forum for the personal and professional development of its members.
Providing an opportunity to focus on current marketing issues of importance to its members.
Providing a pool of local marketing leaders for perpetuation of the chapter.
Supporting the goals and initiatives of the Association.
Serving as part of the two-way channel of communications between the national organization and the individual members.

Section 2. Affiliation. The AMA Board of Directors grants chapter charters subsequent to the local formation committee’s fulfillment of the requirements as laid out in the AMA chapter governing documents and procedures. An affirmative vote of not less than two-thirds of the AMA Board of Directors is required for granting a chapter charter.

Section 3. Incorporation. Each chapter shall be a separate legal entity from the Association. Each chapter shall incorporate in its own state and shall submit a copy of its Articles of Incorporation to the AMA Support Center. No chapter shall be deemed to be an agency or instrumentality of the Association or another chapter, nor shall the Association be deemed to be an agency or instrumentality of any chapter.

Section 4. Membership. Geographic territories are established for each chapter upon affiliation. Chapter membership is selected by Members during the membership registration process. Membership in more than one chapter is permitted, though additional chapter dues may apply.

Student Members may select membership in a professional chapter, though additional chapter dues may apply.

Section 5. Dues. Chapter dues rates paid by members of the chapter are established for each chapter upon affiliation. AMA Support Center collects chapter dues from members and reimburses this amount to chapters on a monthly basis. Dues reimbursements may be held from chapters until operating standards are met.

Any revision to the chapter dues rates must first be approved by a vote of not less than two-thirds of the AMA Board of Directors. Requests for changes to chapter dues must be received by the AMA Support Center by April 1 for implementation July 1.

Section 6. Nominating and Election Processes. Chapter elections shall be held annually. A minimum of four (4) chapter members shall be elected to the offices of President, President-Elect, Secretary and Treasurer. The Secretary/Treasurer office may be combined on the condition that an additional officer is elected. Additional elected officers and Directors are specified by each chapter in its constitution and bylaws. Collegiate members may hold only appointed offices and have no voting privileges.

The Chapter Nominating Committee shall identify candidates as outlined in the chapter’s constitution and bylaws. All eligible voting chapter members shall be sent the proposed slate of candidates and informed in writing that they may recommend candidates to the Nominating Committee by submitting a petition signed by 2% of the eligible voting members.

Candidates on the ballot shall run individually. The ballot is sent to all eligible voting chapter members along with a space designated for write-in candidates for each office. Elections shall be completed by March 1 for the coming fiscal year.

Section 7. Operating Standards. Chapters shall meet operating standards and requirements as written in AMA chapter governing documents and policies.

Section 8. Merger. Chapters may request to merge at their discretion subsequent to a two-thirds vote by each chapter’s board of directors (unless otherwise defined in the individual chapter’s bylaws) and a notification to the membership of both chapters. An affirmative vote of not less than two-thirds of the AMA National Board of Directors is required for approving a chapter merger.

Merging chapters must notify the state in which each chapter is located and complete any requisite state procedures for merging.

Section 9. Closure. Subject to the AMA chapter governing documents and requirements, failure to meet operating standards may result in closure of the chapter subsequent to vote of not less than two-thirds of the Professional Chapters Council and a vote of not less than two-thirds of the AMA National Board of Directors voting to revoke the chapter’s charter.

A chapter may request to close at their discretion subsequent to vote of not less than two-thirds of the chapter’s board of directors and a notification to the chapter’s membership and the AMA National Board of Directors sent 30 days prior to said vote.

The chapter shall submit the following items to the AMA Support Center upon closure:

Any remaining assets of the chapter after payment of all liabilities.
Documentation that all bank and financial accounts of the chapter have been closed.
Financial records and other important chapter records for the permanent chapter archives.

Article V: Collegiate Chapters

Section 1. Purpose. The purpose of a chapter must be in furtherance of the purposes of the Association, and shall include, but are not limited to:

Providing a forum for the personal and professional development of its Student Members.
Providing an opportunity to learn about the application of marketing concepts which will enhance students’ understanding of the marketing process.
Providing a pool of local marketing leaders for perpetuation of the chapter.
Supporting the goals and initiatives of the Association.
Serving as part of the two-way channel of communications between the national organization and the individual Student Members.

Section 2. Affiliation. The AMA grants chapter charters subsequent to the local formation committee’s fulfillment of the requirements as laid out in the AMA chapter governing documents and procedures.

Section 3. Membership. Members of an AMA collegiate chapter are required to be Student Members of the AMA.

Section 4. Dues. Chapter dues will be determined and collected by the individual collegiate chapters, consistent with AMA chapter governing documents and procedures.

Section 5. Nominating and Election Processes.

Chapter officers may be elected or appointed (by the faculty advisor), as is indicated in the individual chapter constitution or bylaws.
Chapters should elect officers once a year to fulfill a one-year term (preferably before the close of the spring semester, so new officers will receive communications throughout the summer months). Chapter officers for the coming fiscal year must be submitted annually to the AMA by May 1.

Section 6. Operating Standards. Chapters shall meet operating standards and requirements as written in AMA chapter governing documents and policies.

Section 7. Closure. Subject to the AMA chapter governing documents and requirements, failure to meet operating standards may result in closure of the chapter subsequent to vote of not less than two-thirds of the Collegiate Chapters Council and a vote of not less than two-thirds of the AMA National Board of Directors voting to revoke the chapter’s charter.

Article VI: Subsidiary & Affiliated Organizations

The Association may establish subsidiary corporations and affiliated organizations from time-to-time upon the affirmative vote of not less than two-thirds of the Board of Directors voting at a duly convened meeting in accordance with the other provisions of these Bylaws.

Article VII: Nominating & Election Processes for AMA Board of Directors

Section 1. Nominations. The Nominating Committee shall meet annually and nominate one individual for each position that needs to be filled for the coming year. This may include Board Chairperson-Elect, Secretary, Treasurer, and open at-large board positions. All positions will run unopposed. A member of a council or chapter’s Board of Directors may not, at the same time, serve also as a member of the Board of the AMA.

Any AMA member in good standing may recommend candidates for at-large Board and officer positions to the Nominating Committee.

The names of candidates for Officers and at-large Board positions will be placed on the annual ballot upon agreement by simple majority of the nominating committee and the acceptance of the nominee.

Section 2. Schedule. On or before March 1, the Nominating Committee shall transmit to the Board of Directors, via the Board Chairperson, the slate of candidates for all offices. This slate will be voted on by the Board. If a simple majority of the Directors vote in favor of the slate, it will be deemed to be approved by the Board of Directors.

On or before April 1, a communication including election ballots shall be distributed to all voting members. The communication shall include a description of the work of the Board of Directors, a list of all current Directors, and the slate of candidates proposed to join the Board of Directors. Members shall vote Yes or No or abstain from voting for the slate as a whole. There will be an option to vote Yes or No or abstain from voting for each candidate. Thirty (30) days after the distribution of the communication and ballot, election results will be tabulated and reported securely, quickly, confidentially and without bias. These results will then be forwarded to the Nominating Committee and Board of Directors. Any feedback obtained during the process will also be sent to the Board of Directors for review & discussion.

Section 3. Violation of the Nominating Process. The procedures detailed in the “Guidelines for the AMA Nominating and Election Process,” which appear in the Nominating Committee Chairperson’s Guidelines, must be followed. If the Board Chairperson determines that these guidelines and procedures have been significantly violated, the Chairperson may ask the Board of Directors, by a majority vote, to declare the results “null and void” and redo the process. The Chairperson then may replace the current chairperson of the Nominating committee and ask either the Immediate Past Chairperson to serve or the third most recent Chairperson to serve as Chair. If neither of these can serve, the Board Chairperson may appoint any other past Nominating Committee Chairperson.

Article VIII: Board of Directors

Section 1. Composition. The Board shall consist of the following members: Chairperson, Chairperson-Elect, Immediate Past Chairperson, Secretary, Treasurer, Chair of the AMAF Board of Advisors, ten (10) at-large members, and the Chief Executive Officer, for a total of seventeen (17) members. The Directors shall be elected by those members entitled to vote pursuant to Article II, Section 2 hereof. The board also has the latitude to appoint up to two additional voting Directors for 3-year terms, subject to a minimum of two-thirds vote of current Directors.

Section 2. Terms of Office. The Secretary shall be elected for a one-year term, but shall be automatically nominated the following year for election as the Chairperson-Elect. The Chairperson-Elect shall serve for a three-year term: in the first year as Chairperson-Elect, in the second year as Chairperson, and in the third year as Immediate Past Chairperson. The at-large Directors and Treasurer shall be elected for three-year terms. These terms will be staggered so that at-large members will rotate off the Board and new at-large members will be elected each year.

Section 3. Vacancies of Directors and Officers. Any vacancy on the Board of Directors shall be filled by the Chairperson with the consent of a simple majority of the Board of Directors. Any individual appointed to fill a vacancy shall hold office until the next election of Directors by the membership, at which time the members shall elect a Director to fill the vacancy.

In the event the Chairperson is unable to serve, the Secretary shall call a meeting of the Board of Directors to elect a successor. Directors will be solicited in writing to submit nominations to the Secretary at least four weeks prior to the meeting. An election procedure appropriate to the number of nominations will be devised at the meeting. The position will be filled by a majority vote of those Directors present.

Section 4. Board Meetings. The Board of Directors shall meet at least twice annually at such times and places as determined by the Board Chairperson.

Section 5. Quorum. Presence at a duly convened meeting of 51% of the members of the Board of Directors shall constitute a quorum for the purpose of conducting business.

Section 6. Presiding Officer. At all meetings of the Board, the Chairperson, or if absent, the Immediate Past Chairperson or the Chairperson-Elect shall preside as Chair. In the absence of these three (3) officers, the CEO shall preside.

Section 7. Powers and Duties. The CEO shall manage and control the property, business and affairs of the Association, subject to Board of Directors’ oversight, control and direction. The Board of Directors or the CEO shall exercise all powers of the Association not reserved to the members by statute or by the Bylaws or the Articles of Incorporation. The CEO is authorized to take whatever actions are needed to manage the Association successfully, subject to the following requirements:

Expenditures not part of the annual strategic & financial plan approved by the board over $50,000 require approval by the Executive Committee and any such expenditures over $100,000 require approval by the full board.

a. An exception is management may sign future contracts with venues for existing events above these thresholds.

b. If there is a risk of loss that has a significant probability of coming to pass within 30 days, management is required to notify the Executive Committee if the loss could be over $50,000 and to notify the full board if the loss could be over $100,000.

A new position to the organization not in the approved strategic and financial plan requires a notification to the Executive Committee if the position is Director or above.

The Executive Committee will be notified of any proposed changes to the structure of the Senior Leadership Team (VP level and above), for example a promotion to VP.

Any M&A activity, including a merger with another organization or acquisition of all or part of another organization, is required to be approved by the full board.

A lease, mortgage, pledge, or disposition of all or part of the Association’s property and assets, or a dissolution of the Association, is required to be approved by the full board.

Any lease or sublease entered into by the Association not in the annual strategic and financial plan approved by the board over $50,000 requires approval by the Executive Committee and over $100,000 requires approval by the full board.

Loan(s) by or to the Association in excess of $100,000 (in aggregate in a fiscal year) to or from any bank, lending institution or other person, including without limitation, any Director, officer, employee or agent of the Association, require approval of the full board.

Layoffs impacting more than 10% of workforce require approval by the Executive Committee.

With regard to any litigation matter, including a threat to sue or be sued in any court of competent jurisdiction, the Executive Committee is required to be notified. The Executive Committee can then decide if further approvals are needed by the Executive Committee or the full board, or if the full board should be notified.

Section 8. Removal of Directors and Officers. Any member of the Board of Directors of the Association may be removed for violating the AMA Code of Conduct, or other conduct detrimental to the best interests of the Association. Removal requires an affirmative vote of two-thirds or more of the directors present at a duly convened meeting of the Board of Directors, provided that twenty-one (21) days prior written notice of the meeting is delivered to each member of the Board of Directors.

Any such notice shall specify that such meeting is for the purpose of voting on a resolution to remove a named at-large Director of the Association. It shall describe the conduct deemed to be detrimental to the best interests of the Association and grounds for removal from office with sufficient specificity so as to give reasonable notice of the alleged conduct. At any meeting held pursuant to this Section, the at-large Director subject to removal shall have the right to appear with counsel of choice, and shall have the right to present evidence and to hear evidence in support of the charge(s) pursuant to reasonable rules established from time to time by the Board of Directors.

Section 9. Conflict of Interest. Any member, Director, officer, committee, council, advisory group, or other persons possessing power(s) delegated by the Board of Directors shall adhere to the Association’s Conflict of Interest Policy, as amended from time to time.

Article IX: Officers

Section 1. Number. The six (6) designated officers of the Association are: Chairperson, Chairperson-Elect, Immediate Past Chairperson, Secretary, Treasurer, and Chief Executive Officer. Except as otherwise noted, all references herein and in the Constitution to officers shall apply only to the elected officers of the Association.

a. Elected Officers. The elected officers of the Association are the Chairperson, Chairperson-Elect, Immediate Past Chairperson, Secretary, and Treasurer.

b. Non-elected Officers. Officers of the Association who are not elected are the CEO.

Section 2. Election Term of Office. All elected officers shall be chosen as provided in Article VII of these Bylaws. Each officer shall assume office on July 1 of the year following election for a term or terms as specified in Article VIII.

Section 3. Removal and Vacancy of Officers. The removal of, and vacancy of, officers is addressed in Article VIII hereof.

Article X: Duties of Officers

Section 1. Chairperson. The Chairperson shall be the principal officer of the Association, performing all duties expected of the office and required by the Articles of Incorporation, Constitution and Bylaws, or if not specified, those approved by the Board of Directors. The Chairperson will act as an advocate for the marketing profession, serve as an ambassador for the AMA, function as a sounding board and advisor for the CEO and work as the primary liaison between the Board, Councils and Committees. The Chairperson shall be an ex officio member of all Association Committees, Councils and Task Forces.

Section 2. Chairperson-Elect. The Chairperson-Elect shall automatically succeed the Chairperson at the end of the term following the election of the Chairperson-Elect. The Chairperson-Elect will assist the Chairperson in carrying out the duties and responsibilities in a mutually satisfactory manner designed to provide administrative continuity. The Chairperson-Elect shall act in the extended absence of the Chairperson or in the case of the Chairperson’s disability, and in these cases, shall have all the rights, responsibilities, authority and duties of the Chairperson. Immediately upon the Chairperson’s return, the Chairperson-Elect will report on all actions taken.

Section 3. Immediate Past Chairperson. The Chairperson shall automatically succeed into the Immediate Past Chairperson role at the end of the term. The Immediate Past Chairperson will serve as an Advisor to the Chairperson. The Immediate Past Chairperson shall act in the absence of the Chairperson and Chairperson-Elect, and in these cases, shall have all the rights, responsibilities, authority, and duties of the Chairperson. Immediately upon the Chairperson’s or Chairperson-Elect’s return, the Immediate Past Chairperson will report on all actions taken.

Section 4. Secretary. The Secretary is intended as the first step on the track toward Chairperson. The Secretary will serve on the Audit & Finance Committee, becoming familiar with the operations of the Association and assisting the Treasurer.

Section 5. Treasurer. The Treasurer is elected for a three-year term beginning on July 1. This officer is a financial professional who will oversee the financial operations of the Association, and advise the Board and Executive Committee on financial matters. The Treasurer will serve as Chairperson of the Audit & Finance Committee.

Section 4. Chief Executive Officer. The Board of Directors shall employ a Chief Executive Officer (CEO) as the chief staff officer of the Association with such powers and authority as may be delegated by the Board. The CEO, in collaboration with the Executive Committee, will provide a vision and strategic direction for the Association and effectively manage resources, implementation plans, and financials. The CEO may attend Board and Executive Meetings as an ex officio member, but without the right to vote, unless excluded from executive session by a vote of two-thirds of the Directors present. The CEO shall be an ex officio member of all Association Committees, Councils and Task Forces, in each case as a non-voting member, with the exception of the AMAF Board of Advisors.

Article XI: Committees & Groups

Section 1: Standing Committees. There shall be the following standing committees, with each expressly authorized by and responsible to the Board, having duties stated below in this Article XI, Section 1. Other than the Nominating Committee, each committee shall be comprised of at least two Directors, and the majority of its membership must be Directors.

a. Executive Committee. The Executive Committee supports the Chairperson in management and strategic direction of the Association. The Executive Committee shall consist of the Chairperson, Chairperson-Elect, Immediate Past Chairperson, Chief Executive Officer, and Secretary. The committee reports to the Chairperson in an advisory relationship and to the Board of Directors in a line relationship for duties specifically assigned by the Board. The Executive Committee shall have authority to exercise all the powers of the board while the board is not in session except for: a change in the Bylaws or any other action expressly or by law reserved to the Board. The Executive Committee shall meet at least as often as is necessary to give purpose and direction to the Chairperson. Actions taken shall be fully reported in minutes circulated to all members of the Board of Directors within 30 days.

The Executive Committee shall conduct two reviews of the CEO’s performance per fiscal year. One informal mid-year review and one formal performance review after the end of the year. The Executive Committee may seek input from stakeholders including but not limited to the Board, the Support Center Staff, and other groups or individuals.

b. Ethics Committee. The Ethics Committee reviews and recommends changes or revisions to theCode of Conduct; reviews complaints received and adjudications rendered under the Code of Conduct; and advises the Association’s Chairperson and Board of Directors on matters of ethics and ethical standards that are applicable to the practice and teaching of marketing. The chairperson and the five at-large members shall be appointed by the Chairperson of the Board for a term of one year. Committee members may serve a maximum of three consecutive one-year appointments.

c. Audit & Finance Committee. The Audit & Finance Committee oversees the budget and addresses financial operations of the Association. Members of the committee are: Treasurer; Chairperson; Secretary, Chairperson-Elect; Immediate Past Chairperson; Chief Executive Officer, Chief Operations Officer; AMAF Chair, and two at-large members. The two at-large members shall be recommended by the Secretary and approved by the Board of Directors for one-year terms. The Audit & Finance Committee reports directly to the Board of Directors. The committee is chaired by the Treasurer.

d. Governance Committee. The Governance Committee is responsible for assuring that the governance of the Association is carried out in compliance with the Constitution and Bylaws of the Association and the conflict of interest policy. The committee is comprised of the Chairperson-Elect, who will serve as Chairperson of the committee, two at-large members appointed by the Chairperson, and any AMA Support Center staff members selected by the committee.

e. Nominating Committee. The Association Nominating Committee shall consist of:

the two most recent available Past Chairpersons of the Board of the Association, as of July 1 of the year prior to the election, with the second most recent serving as Chairperson, and the nearest predecessor as alternate;
the current Chairperson of the Board;
the current Chairperson of the Board-Elect;
five at-large members selected by the Chairperson of the Nominating Committee. These members will be selected for one-year terms but may serve a maximum of three consecutive one-year appointments; and
the AMA Chief Executive Officer, as an ex officio, voting member.

No member of the Nominating Committee may be nominated for any office.

Section 2: Advisory Groups. As the needs of the AMA dictate, the Chief Executive Officer shall form new, and/or dissolve existing Advisory Groups which shall focus on certain defined functions of the AMA. By way of example, the following functions of the AMA may necessitate an Advisory Group for focus and direction: publications, conferences, international marketing and professional education. Advisory Groups shall be led by Advisory Group Chairs, who shall be appointed by the Chief Executive Officer. Advisory Group Chairs shall have jurisdiction over the operations of their respective advisory groups for one-year terms, renewable up to three years, unless the advisory group dissolves prior to the end of a one year term, effectively terminating the Chair.

The role and function of each Advisory Group is to advise upon strategic decisions in its defined area that best serve the basic mission of the Association.

Section 3. Other Sections, Committees and Boards.

a. AMAF Board of Advisors. As the philanthropic arm of the AMA, the AMA Foundation champions individual marketers who are making an impact in our profession and community, recognizes marketing visionaries who elevate the field, and support the next generation of marketers who transform the profession.

The AMAF Board of Advisors shall consist of no more than twelve members. The officers of the AMAF Board of Advisors shall be a Chairperson, Chairperson-Elect, and Immediate Past Chairperson. The Chairperson-Elect shall be elected for a three-year term: in the first year as Chairperson-Elect, in the second year as Chairperson, and in the third year as Immediate Past Chairperson. All officers will be elected by the members of the AMAF Board of Advisors. The AMAF Board of Advisors shall appoint the members of the AMAF Board of Advisors as needed. Members are appointed for a three-year term, and may serve for a maximum of two consecutive three-year appointments. The Chair of the AMAF Board of Advisors shall promptly advise the Board of Directors of all appointments that are made to the AMAF Board of Advisors. The Chair of the AMAF Board of Advisors shall be an ex officio member of the AMA Board of Directors. The AMAF Chair will also serve on the Audit & Finance Committee. The AMAF Board of Advisors shall be governed by the AMAF Board of Advisors Charter, which shall be adopted by the members of the AMAF Board of Advisors and approved by the AMA Board.

b. The Board Chairperson, in consultation with the Board, may name such other committees and designate the persons to serve thereon as may be considered desirable to promote the welfare of the Association. These appointments and charters of responsibilities, duties and authorities, limitations and termination and/or renewal or review date of these Sections, Committees, Boards, Chapters, Task Forces, or other groups must be filed for inclusion in the Minutes of the next Board or Executive Committee meeting. In no event shall any group so appointed avoid Board or Executive Committee annual review, or it shall be considered non-operative.

Article XII: Parliamentary Procedure

Meetings of the voting members, Board of Directors and Committees of the Association shall be governed by the rules contained in Robert’s Rules of Order (Newly Revised) in all cases to which they are applicable and in which they are consistent with statute, the Articles of Incorporation or the Bylaws of the Association.

Article XIII: Bylaw Changes

Amendments to these Bylaws shall be approved and adopted by the Board of Directors. These amendments may be proposed for consideration by any member of the Board of Directors or may be brought to the Board’s attention upon petition of 2% (two percent) of the voting members of the Association. Amendments must be submitted to the Chief Executive Officer in writing at least 30 days prior to a regularly scheduled Board meeting, or may be presented at a Board meeting for discussion only, and then approved at a subsequent meeting (telephonic or otherwise) of the Board. To be adopted, an amendment must receive an affirmative vote of not less than two-thirds of the Directors present at a duly convened meeting.

Article XIV: Records

The Association shall keep correct and complete books and records of account and minutes of the proceedings of its Board of Directors and all committees having the authority of the Board of the Directors. The Board of Directors in good faith may declare any meeting minutes, or portion thereof, or any other corporate records as confidential and not reviewable by the public or members upon a finding that it is in the best interests of the Association to do so. The Board shall exercise this power, if at all, judiciously and in accordance with applicable law.

Article XV: Indemnification

Section 1. Indemnification in Actions Other Than By Or In The Right of the Corporation. The corporation shall indemnify each Director who is made a party to any action, suit or proceeding because they served as a director at the corporation, or at another corporation or entity at the corporation’s request, against reasonable expenses (including attorneys’ fees), judgments, fines and amounts paid and actually incurred by the Director in connection with the defense or settlement of such action, suit or proceeding, if the Director acted in good faith and in a manner the Director reasonably believed to be in (or not opposed to) the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful. No judgment, order, settlement, conviction, or plea of nolo contendere shall in and of itself create a presumption that the Director did not act in good faith or in a manner the Director reasonably believed to be in (or not opposed to) the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful. The corporation may, but shall not be obligated to, extend the indemnification protections available under this Section 1 to its officers, employees, agents or other persons permitted to be indemnified by the corporation under the Illinois General Not For Profit Corporation Act of 1986 (the “Act”). The indemnification protections made available under this Section 1 may include past, present, threatened and pending civil, criminal, administrative or investigative actions, suits and proceedings and are subject in all respects to the applicable provisions set forth in the Act.

Section 2. Indemnification in Actions by or in the Right of the Corporation. The corporation shall indemnify each Director who is party to any action or suit brought by or in the right of the corporation to procure a judgment in the corporation’s favor because they served as a director of the corporation or is serving as a director of another corporation or entity at the corporation’s request, against reasonable expenses (including attorneys’ fees) actually incurred by the Director in connection with the defense or settlement of such action or suit if the Director acted in good faith and in a manner the Director reasonably believed to be in (or not opposed to) the best interests of the corporation. Notwithstanding the foregoing, no indemnification protection shall be available for any matter as to which such Director shall have been adjudged to be liable for negligence or misconduct, unless (and only to the extent that) the court in which such action or suit was brought determines that the Director is fairly and reasonably entitled to indemnification protection for any expenses such court shall deem proper. The corporation may, but shall not be obligated to, extend the indemnification protections available under this Section 2 to its officers, employees, agents or other persons permitted to be indemnified by the corporation under the Act. The indemnification protections made available under this Section 2 may include past, present, threatened and pending actions and suits and are subject in all respects to the applicable provisions set forth in the Act.

Section 3. Indemnification in Actions as a Fiduciary. The corporation shall indemnify each Director, officer and any other person who is held to be a fiduciary under any employee pension or welfare plan or trust of the corporation and made a party to any action, suit or proceeding because such person serves as a fiduciary at the request of the corporation, against reasonable expenses (including attorneys’ fees), judgments, fines and amounts paid and actually incurred by such person in connection with the defense or settlement of such action, suit or proceeding for any breach of any of the responsibilities, obligations or duties imposed upon fiduciaries by the Employee Retirement Income Security Act of 1974 and any amendments thereto, if such person acted in good faith and in a manner such person reasonably believed to be in (or not opposed to) the best interests of the participants and beneficiaries of such plan or trust, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful. The indemnification protections made available under this Section 3 may include past, present, threatened and pending civil, criminal, administrative or investigative actions, suits and proceedings and are subject in all respects to the applicable provisions set forth in the Act. The provisions of all the following paragraphs of this Article IX relating to Directors, officers and other persons shall apply also to Directors, officers and other persons held to be fiduciaries under this Section 3, specifically including the power of the corporation to purchase and maintain insurance on behalf of such fiduciaries.

Section 4. Right to Payment of Expenses. To the extent that a person who is or was a Director, officer, employee or agent of the corporation, or of any other corporation, partnership, joint venture, trust or other enterprise with which such person is or was serving in such capacity at the request of the corporation, has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to this Article IX, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Section 5. Determination of Conduct. Any indemnification this Article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer or other person is proper in the circumstances because such person has met the applicable standard of conduct set forth in this Article, as applicable. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (b) if such quorum is not obtainable, or even if obtainable, if a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.

Section 6. Indemnification Not Exclusive. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which a Director or officer seeking indemnification may be entitled under any statute, provision in the corporation’s Articles of Incorporation, By-laws, agreement, vote of disinterested Directors or otherwise, both as to action in such Director’s or officer’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 7. Insurance. The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article.

Section 8. References to Corporation. For purposes of this Article, references to “the corporation” shall include, in addition to the surviving corporation, any merging corporation (including any corporation having merged with a merging corporation) absorbed in a merger which, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such merging corporation or is or was serving at the request of such merging corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article IX with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

Section 9. Severability. The invalidity or unenforceability of any provision in this Article shall not affect the validity or enforceability of the remaining provisions of this Article.