Constitution and Bylaws

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

ARTICLE I - Name and Location

This organization shall be known as the "Automotive Communications Council" and it shall be located in the city of St. Louis, Missouri.

ARTICLE II - Purpose

The purpose of the Council shall be adopt and maintain a professional organization of persons vocationally interested in automotive communications, to provide a forum for the interchange 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 ten active members elected by the active membership, the officers of the Council, and the last past president. Election to the Board Meetings shall be determined and provided for in the By-Laws, the officers of the Council shall consist of a President, a First Vice President, a Second Vice President, and a Treasurer, a Corresponding Secretary, and a Recording Secretary. The officers shall be elected by the Board of Governors from the active membership of the Council and shall rank and officiate in the order listed. The term of office of all officers shall be for a period of one year only. An officer many may not succeed himself in the same office.

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.

By-Laws Of The Council

As Revised to April, 2000

ARTICLE I - OFFICES

SECTION 1
The registered offices of the Council shall be in St. Louis, Missouri.

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 Automotive Industry is a complex industrial manufacturing and marketing giant, and 
Whereas, since its infancy at the beginning of the 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 executives mutually interested in advertising, communication and sales promotion problems peculiar to the Automotive 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 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.

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 Secretary.

SECTION 6. 
The Automotive Communication 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.

SECTION 2. The Vice-Presidents shall act in the absence of the President and shall assume such responsibilities as may be delegated to them by the President.

SECTION 3. The Treasurer shall have custody of the funds of the Council, and shall act as Secretary only in the executions of corporate documents of the Council.

SECTION 4. The Secretary shall handle official correspondence and keep the minutes and other records of the Council.

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

SECTION 2. Election to the Board of Governors and installation shall take place at the annual meetings, five members there of being elected each year for two-year terms, and additional members being elected to fill vacancies then existing.

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 until the next meeting where board elections occur.

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 seven (7) members of which three (3) shall be officers.

SECTION 5. Election of officers and installation shall take place at the annual meetings 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. The President may appoint a Secretary to serve until the next Board meeting, if deemed necessary.

SECTION 6. In the event of the inability or failure of an officer to serve, the vacancy will be filled by promoting the next ranking officer. The President may appoint a Secretary to serve until the next Board meeting, if deemed necessary.

SECTION 7. 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 8. The President, with the approval of the Board of Governors may appoint an Executive Secretary at a monthly fee, to be approved by the Board of Governors. It shall be the duty of the Executive Secretary to assist in the management of affairs of the Council, as the same shall be delegated to the Executive Secretary 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. An initiation fee, determined by the Board, is to be levied upon each new member. In return for this initiation fee, new members will receive a copy of the Constitution and By-Laws, copy of current ACC literature, a roster, any current published reports of standing committees, as well as other material determined by the Board. The Board has the authority to waive the initiation fee at their discretion.

SECTION 1B. Annual membership dues will be billed on August 1 of each calendar year.

SECTION 2. A member applying for reinstatement shall be assessed initiation fee for reinstatement of membership to the Council.

ARTICLE VII - FINANCES

SECTION 1. No expenditure over $100 shall be made by the Treasurer, 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 payments of behalf of the Council shall be made by check, signed by the Treasurer, and countersigned by the President, or by the First or Second Vice-President, in case the President is unavailable.

SECTION 3. 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 Treasurer's term of office or resignation, by a Certified Public Accountant.

SECTION 4. No funds shall be borrowed in the name of the Council at any time.

SECTION 5. The Treasurer shall be bonded for a sum determined to be adequate by the Board of Governors.

ARTICLE VIII - NOMINATIONS AND ELECTION

SECTION 1. Nominations for membership on the Board of Governors shall be made by a committee of at least three active Council members appointed by the President for the purpose. Additional nominations may be made from the floor at the annual meeting. Notice of meeting and its purpose to be mailed to all active members at least ten days prior to the date set for the meeting.

SECTION 2. Ballot shall be secret. The five candidates receiving the highest number of votes shall be considered elected for the two-year term, and the next highest for vacated, unexpired terms (if any).

SECTION 3. Ballots shall be counted by three members of the Board of Governors appointed by the President.

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. The Secretary 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 members attending the meeting shall be required for adoption.

Appendix I

Automotive Communications Council Code of Conduct

    • To support and promote high standards in Advertising and Communication for professionalism in the Automotive industry.
    • To expect that members will conduct themselves according to the standards of business ethics as established by their employers.
    • To serve as a resource to other council members.
    • To serve as a forum for the free exchange of ideas and assure all members have equal opportunity to express their views.
    • To refrain from conducting or soliciting business with ACC members during ACC functions.