Automotive Communications Council (ACC)

Constitution and By-Laws

 

Articles Of The Constitution

Constitution Or Articles Of Association

 

Adopted September 11, 1941

Revised October 16, 1963

Amended October 18, 1967

Revised May 1, 1995

Revised August 10, 1995

Revised May 5, 1997

Revised April 18, 2000

Revised November 19, 2015

Revised March 22, 2018

 

ARTICLE I – Name and Location    

 

This organization shall be known as the “Automotive Communications Council” and it shall be located in the city of Schaumburg, Illinois.

 

ARTICLE II – Purpose

 

The purpose of the Council shall be to adopt and maintain a professional organization of persons vocationally interested in automotive marketing and communications, to provide a forum for the exchange of views and opinions regarding the needs of the automotive trade, to encourage study and research into ways and means of increasing marketing communications effectiveness, and to promote good fellowship among its members.

 

ARTICLE III – Uses Denied

 

The Council is not formed for pecuniary profit, and shall not engage, directly or indirectly, in any undertaking or enterprise of any character for the profit of itself or any of its members.

 

ARTICLE IV – Control and Management

 

The management of this organization shall be vested in a Board of Governors composed of six active members and three officers elected by active board members. Election to the Board shall be determined and provided for in the By-Laws, the officers of the Council shall consist of a President, Vice President, and Immediate Past President.  The officers shall be elected by the active members of the board and shall rank and officiate in the order listed. The term of office for all officers shall be for a period of one year in each office. An officer may not succeed himself in the same office, nor return to the Board of Governors without a gap of minimum one year in term of service after the below mentioned 5 year term. Open board seats should be voted on by the active membership within 2 months following the annual conference. Board members must have been an active member for minimum one year. Board members and officers should remain active on the Board of Governors for a maximum of 5 years, unless the member is in active rotation through the officer roles.

 

In the case that no member is qualified or available to take on the role of an officer position, the board may decide to approve an exception in the maximum years term and gap year.

 

ARTICLE V – By-Laws and Regulations

 

The Board of Governors shall adopt By-Laws, rules and regulations for the government of the Council, which may be changed from time to time, subject to the approval of a two-thirds majority of all votes cast by members attending the meetings at which the changes are presented.

 

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By-Laws Of The Council

 

As Revised to March 2018

 

ARTICLE I – OFFICES

 

SECTION 1

The registered offices of the Council shall be in Schaumburg, Illinois.

 

SECTION 2

Executive headquarters and business offices may be in such city or cities of the United States as the Board of Governors may from time to time determine.

 

ARTICLE II – PURPOSES

 

SECTION 1

To effectuate the purposes stated in the Articles of Association.

 

Whereas, the Auto Care Industry is a complex industrial manufacturing and marketing giant, and Whereas, since its infancy at the beginning of the twentieth century it has involved increasingly difficult advertising, communications and sales promotion problems, and whereas, existing associations and groups – even those devoted exclusively to industrial advertising, communication and sales promotion-seem too broad in scope for effective study for our particular problems.

 

Automotive Communications Council has been formed by professionals mutually interested in advertising, communication and sales promotion problems peticular to the Auto Care Industry, particularly in its various service market phases:

 

(a) To provide a means by which those engaged in the direction and practice of marketing communications and sales promotion in the automotive service market may assist each other, their companies, their profession and the Industry by frequent contact and a free exchange of ideas and experiences, and

 

(b) To promote the spirit of good fellowship and friendly cooperation among its members.

 

ARTICLE III – MEMBERSHIP

 

SECTION 1

Membership of the Automotive Communications Council will be composed of individuals actively participating in the advertising, communications and marketing fields of the automotive aftermarket industry. This includes, but is not limited to, employees of manufacturers, retailers, distributors, advertising agencies, trade press and information publishers and communication consultants.

 

Membership is not limited to one individual per company. The maximum number of members from a single company will be set by the Board of Governors. During business meetings, only one member from each company may vote. The voting member must be designated prior to the start of the business meeting.

 

SECTION 1A

In addition to active members as provided under Section 1, the Board of Governors may recommend by a two-thirds majority, and the membership in attendance at any regularly constituted meeting may elect by a two-thirds majority suitably qualified individuals as Honorary Members. Such individuals should be those who, in the judgment of the Board of Governors and the Council membership, have served a sufficient period of time as an active member and who have made contributions in time, effort and talents to promoting the objectives of the Council with such consistency and in such quantities as to merit the status of Honorary Membership.

 

Honorary Members may attend all regularly constituted meetings of the Council, except business meetings; may take part in topic discussions under member leaders; and may participate in all social functions of the Council. Honorary Membership may be rescinded for cause by a two-thirds vote of active members.

 

SECTION 2.

Application for membership shall be in writing or through online application.

 

SECTION 3.

Election to membership shall be by majority vote of the Board of Governors. The Board of Governors is responsible for determining the optimal number of members from the manufacturing, retailing/ distributing, and marketing service segments and may decline membership to any individual to maintain the appropriate balance. The prime criteria for membership will be the individual’s ability to contribute to the goals of the Council.

 

SECTION 4.

Because the value of each member of this Council is in direct proportion to his participation in discussion and his contribution of experience and ideas, any member who is absent for four consecutive regular meetings will have their membership status reviewed by the Board. Any action taken will be at the discretion of the Board.

 

SECTION 5.

Resignations shall be in writing to the President.

 

SECTION 6.

The Automotive Communications Council Code of Conduct (Appendix 1) shall be in force during all official Council meetings. It is the responsibility of the Board to remind the council members to adhere to the code. Violations of the code of conduct are to be reported to any Officer of the Council. Any member found violating the code should be asked to leave the Council Meeting and or removed as a Council Member. It is up to the discretion of a majority vote of the Board of Governors as to the actions taken against the member.

 

ARTICLE IV – OFFICERS

 

SECTION 1. The President shall preside at all meetings, and in general, shall supervise the affairs of the Council.  The President’s role is to provide direction for the ACC by establishing goals relative to membership growth and development, strategic implementation, and public awareness, and to provide leadership to help the Board of Governors achieve these set goals. Strategically, the President will focus on the overall direction of the organization.

 

  • Be accountable for direction of ACC and define goals (in partnership w/ Vice President)
  • Provide input and feedback on all ACC programs and goals
  • Review and approve budget
  • Preside over conferences, including business and board of governors meeting
  • Manage content and agenda for monthly leadership conference call
  • Attend all board meetings and conference calls during the two-year term
  • Vote on relevant issues and provide direction to other board members
  • Represent ACC to industry, including all designated events
  • Annual Conference duties:
    • Approve conference budget
    • Assist with developing content and sourcing speakers
    • Review/approve final agenda (in partnership w/ Vice President)
    • Welcome and introduce speakers (in partnership w/ Vice President)
    • Manage content and agenda for board of governors meeting

 

SECTION 2.  The Vice President shall act in the absence of the President and shall assume such responsibilities as may be delegated to them by the President.  The Vice President’s role is to support the President in defining goals for the ACC and to provide leadership to help the Board of Governors achieve the set goals. Strategically, the Vice President will focus on the public image of the organization.

 

  • Be accountable for direction of ACC and define goals (in partnership w/ President)
  • Provide input and feedback on all ACC programs and goals
  • Approve member e-newsletter, “Spin” Attend all board meetings and conference calls during one-year term
  • Vote on relevant issues and provide direction to other board members
  • Represent ACC to industry, including all designated events
  • Annual Conference duties (the Vice-President will hold all essential duties of the conference, and assign Board members to support):
    • Work to define conference budget, present to President
    • Work to develop content and source speakers
    • Review final agenda
    • Welcome and introduce speakers (in partnership w/ President)
    • Work to define and implement needed support materials

 

SECTION 3.  The Immediate Past-President shall act as an advisor to council issues and shall assume such responsibilities as may be delegated to them by the President.  The Immediate Past-President’s role is to support the Board of Governors and officers in set projects to achieve set goals. Strategically, the Immediate Past-President will focus ensuring the smooth continuation of the organization and take on the production of the member newsletter.

 

SECTION 4.  The Board of Governors shall act as support on all Council projects and shall assume such responsibilities as may be delegated to them by the President.  The Board of Governors role is to support the direction of the Council in set projects to achieve set goals. Strategically, the Board of Governors will each strategically lead Council projects including:

 

  • The writing of one content post with 3 social posts per term year
  • The lead on one strategic project per term year (i.e. by-laws, website, membership campaign)

 

 

 

 

 

ARTICLE V – MEETINGS AND MANAGEMENT

 

SECTION 1. Time, place and frequency of meetings of the Council shall be determined from time-to-time by the Board of Governors, provided, however, that the annual meeting of the Council shall be held each spring.

 

SECTION 1A. Non-members of the council may attend meeting, with a fee set by the Board.

 

SECTION 2. Election to the Board of Governors and installation shall take place via email, within two months after the annual meeting.

 

SECTION 3. Any vacancy occurring on the Board of Governors between elections shall be filled by Presidential appointment from the active membership, the appointee to serve a two year term.

 

SECTION 4. Time, place and frequency of meeting of the Board of Governors shall be determined from time-to-time by the President, provided, however, that the annual meeting of the Board shall be held each spring in conjunction with the annual meeting of the Council. A quorum will consist of six (6) members of which two (2) shall be officers.

 

SECTION 5. Election of officers and installation shall take place via email within two months of the annual meeting of the Board of Governors prior to the election of new Board members. Failure of an officer to serve, the vacancy will be filled by promoting the next ranking officer.

 

SECTION 6. In the event of the inability or failure of an officer other than President to serve, the President, if deemed necessary, shall appoint a member to serve as such officer until the next meeting of the Board of Governors.

 

SECTION 7. The President, with the approval of the Board of Governors may appoint an Administrative Assistant, to be approved by the Board of Governors. It shall be the duty of the Administrative Assistant to assist in the management of affairs of the Council, as the same shall be delegated to the Administrative Assistant by the President and the Board of Governors.

 

ARTICLES VI – DUES

 

SECTION 1. The amount of annual dues shall be determined by the Board of Governors.

 

SECTION 1A. Annual membership dues will be billed on July 1 of each calendar year due in 30 days.

 

 

ARTICLE VII – FINANCES

 

SECTION 1. No expenditure over $100 shall be made by the Administrative Assistant, unless authorized by the Board of Governors. No other members shall incur expenditures on behalf of the Council unless specifically authorized by the Board of Governors to do so.

 

SECTION 2. All financial records of the Council shall be open to inspection by any active member at any meeting. Such records shall be audited concurrent with the expiration of the Administrative Assistant term of office or resignation, by a Certified Public Accountant.

 

SECTION 3. No funds shall be borrowed in the name of the Council at any time.

 

SECTION 4. The Administrative Assistant shall be determined to be adequate by the Board of Governors.

 

ARTICLE VIII – NOMINATIONS AND ELECTION

 

SECTION 1. Nominations for membership on the Board of Governors may be made by any active member. Nominations will be collected in writing at the annual meeting and/or by email during one month following the annual meeting.

 

SECTION 2. Ballot shall be secret. The candidates receiving the highest number of votes shall be considered elected for any open positions.

 

SECTION 3. Ballots will be submitted anonymously via online survey. The full process, including survey creation and tracking will be done by the Vice-President. After ballots are collected via online survey, the Vice-President will verify the results.

 

ARTICLE IX – CONSTRUCTION OF BY-LAWS

 

SECTION 1. A decision of the Board of Governors shall be final upon all question of construction or interpretation of these By-Laws.

 

SECTION 2. Should any necessity arise for action not covered by an appropriate by-law, it shall be the duty of the Board of Governors to pass upon the subject and its decision shall be final and binding on the corporation.

 

ARTICLE X – AMENDMENTS

 

SECTION 1. Amendments to By-Laws shall be submitted to the membership at any regular meeting or at any other meeting called for that purpose. Administrative Assistant shall inform the membership of the proposed Amendments, in writing, at least thirty (30) days prior to the meeting.

 

SECTION 2. A two-thirds majority vote of the Board of Governors shall be required for adoption.

 

APPENDIX I  

 

The Administrative Assistant shall have custody of the funds of the Council with the oversight from the President and Vice President and shall execute corporate documents of the Council.  The Administrative Assistant runs the day-to-day operations of the organization. General goals and objectives include:

 

  • Work with the Council to develop long and short-term goals for the association
  • Keep the Board of Governors current on all issues and developments that impact the association and its members
  • Help coordinate and manage the annual conference
  • Developing and maintain working relationships with other associations such as Auto Care Association and the Car Care Council Women’s Board
  • Maintain all legal yearly filings
  • Support the council with the building of related marketing content

ADMINISTRATIVE SERVICES:

Provide the Automotive Communications Council with a headquarters, financial and operations management.

 

Operations Management and Member Services:

  • Manage day-to-day operations, including mail, email, phone calls, etc.
  • Establish and maintain internal financial controls and accounts
  • Respond to member, prospect and other inquiries
  • Maintain ACC records and databases
  • Provide routine governance support, i.e. bylaw maintenance, contract reviews

Financial Management:

  • Handle invoicing, receivables and payables
  • Generate invoices for membership dues and corporate sponsorships; follow up as needed
  • Maintain accounting ledgers and checkbook
  • Send financial reports to the board prior to monthly board meetings
  • Track finances relative to budget and develop actionable reports as needed
  • Prepare budgets in cooperation with the Council
  • Coordinate annual tax return for our contracted independent CPA

SUPPORT SERVICES:

Professional meeting services and member services support to be held in-house.

Board/Committee Staff Support:

  • Arrange and participate in the board and committee meetings as needed
  • Prompt President to draft and send board agenda
  • Save copies of all agendas and minutes

Communications and Public Relations:

  • Serve as liaison to and coordinate with the Women’s Board for annual AAPEX reception and presentation of marketing awards
  • Maintain all information pertaining to upcoming chapter functions to include dates, times, locations, directions and content of meetings

MEETINGS MANAGEMENT:

Provide annual conference support, working in partnership with the Council. Responsibilities are outlined as follows:

 

  • Site Selection and Contract Management
    • Work with the Council to identify sites
    • Negotiate and secure rates
  • Pre-Event Registration & Internet Communications
    • Prepare name badges, name table tents, ribbons and all conference materials
    • Manage printing of agendas and conference materials
    • Prepare registration packets to be given to attendees at registration
    • Record attendance
  • Food & Beverage Management
    • Recommend and negotiate menus/pricing for cost effective food functions
    • Prepare and submit Banquet Event Orders
    • Review hotel food/beverage bill and reconcile for accuracy
  • Facility Management
    • Work as ACC’s liaison with the facility for most efficient and effective services
    • Schedule meeting rooms with the hotel
    • Coordinate meeting room audio/visual management