Article I – Identification

Name The name of this organization is American Marketing Association Phoenix Chapter, hereinafter called the “Chapter.” The Chapter may also be referred to as AMA Phoenix.
Not-For-Profit Organization The Chapter is incorporated in the State of Arizona and operates according to Section 501(c)(3) of the Internal Revenue Code as a nonprofit, tax-exempt, educational organization. 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”). All assets and earnings of the Association shall be used exclusively for educational purposes within the meaning of Section 501(c)(3).
Fiscal Year The fiscal year of the Chapter shall begin on the first day of July of each year and end on the 30th day of June.
Charter The Chapter, its Board of Directors and agents must conform with and maintain its charter and all Chapter affiliation requirements imposed by the Association.

Article II – Membership

Classes Membership shall be divided into the following classes with respective privileges:

Professional Members are voting members of the Chapter and may serve on the Chapter Board of Directors.
Young Professional Members are voting members of the Chapter and may serve on the Chapter Board of Directors.
Collegiate Members (members of an AMA Student Chapter) do not have voting privileges in the Chapter and may not hold elected office on the Chapter Board of Directors, but may serve in a non-voting appointed role on the Board or as a volunteer of the Chapter. Chapter membership is optional.
Academic Members are voting members of the Chapter and may serve on the Chapter Board of Directors. Chapter membership is optional.
Doctoral Members are voting members of the Chapter and may serve on the Chapter Board of Directors. Chapter membership is optional.
NOTE: All volunteers and voting members of the Board must be an active AMA Phoenix member in good standing with the chapter.
Dues Chapter dues are outlined on the AMA National website.

Article III – Board of Directors

Composition The Board of Directors, hereinafter called the “Board,” shall be composed of a minimum of at least six (6) unique members and is inclusive of Officers, known as the “Executive Committee,” and Directors, known as “Vice Presidents,” or “VPs.”
Officers Officers of the Chapter, known as the “Executive Committee,” shall be elected by membership of the Chapter or by manner of succession. Officers of the Chapter shall be President, President-Elect, Past President, Secretary, Treasurer and any other offices as determined by the Board (example: DEI). The offices of President and President-Elect shall not be held by the same person who holds the office of Secretary or Treasurer (or both). The offices of Secretary and Treasurer may be combined and held by the same person at the discretion of the Board.
Vice Presidents Vice Presidents, or “VPs”, may be appointed by the President and approved by the Board as specified in these Bylaws. The process is as follows: 1. A Board member may nominate a candidate by presenting the candidate’s resume to the Director of Volunteers for verification of qualifications. 2. Qualified candidate resumes are submitted for review by the Board. 3. Board holds a vote with a quorum required to approve a candidate’s appointment.
Terms Terms of members of the Board shall be one year in duration, unless stated otherwise in these Bylaws, and require reapplication and an interview for a consecutive term. Terms coincide with the fiscal year. Elections or appointments shall be made for each successive term. A member of the Board may serve a successive term in the same office if successive terms are allowed for that office. A member of the Board may serve a successive term in the same office for an office that does not allow successive terms only if the member served a partial-year term in that office in the prior year.
Functions These Bylaws in addition to the Board shall define the roles and obligations of each Board member. Board members shall satisfy the following requirements for each respective office
1. Roles & Responsibilities of Officers of the Chapter:

President This Officer shall serve for a one year term. The President-Elect automatically succeeds to the President office in the year following election as President-Elect. Prior to the start of the term, the President shall attend the Leadership Summit training event held by the Association. The President provides leadership and overall direction for the Chapter. The President plans and facilitates monthly board meetings, the Chapter Board Retreat and Mid-Year Retreat. Ensures all Board members are held accountable to perform their responsibilities. Ensures all Chapter communications required by the Association are taking place at the correct time.
President-Elect This Officer shall be elected by membership of the Chapter. The President-Elect shall automatically succeed the President at the end of the term following the election of the President-Elect and then becomes Past-President serving for a total of three years. The President-Elect shall attend the Leadership Summit training event held by the Association. The President-Elect assists the President in Chapter management to learn about the overall operation of the Chapter and to begin planning for Presidency.
Past President This Officer shall serve for a one year term. The President automatically succeeds to the Past President office in the year following their term as President. The Past President assists the President and President-Elect in their Chapter leadership roles, provides historical perspective in the consideration of issues and initiatives and takes on projects as assigned by the President. The Past President will chair the annual election committee to lead election procedures including balloting and submitting results to the Association, and is responsible for the CEA submittal for their year as President.
Secretary This Officer shall be elected by membership of the Chapter. The Secretary takes meeting minutes and maintains Chapter files including roster, correspondence, history, annual reports, Chapter Constitution and Bylaws. Assists the President in the delivery of all Chapter communications required by the Association. The Secretary assists the Past President with the election committee and preparation of Chapter Excellence Awards.
Treasurer This Officer shall be elected by membership of the Chapter. The Treasurer’s responsibilities are to oversee and perform the financial processing, tracking, reporting and collection of all Chapter funds in an effort to monitor and manage the financial performance and health of the Chapter in achieving its financial goals.
Roles & Responsibilities of Vice Presidents:
1. VP of Diversity, Equity, and Inclusion The VP of DEI, shall report to the President, and is responsible for driving and increasing diversity in our speakers, partnerships, board, volunteers, and members at all levels. The VP of DEI will assist the Board with staying on course to ensure diversity and being fair and inclusive to our members and audience.
2. VP of Career Development and Volunteers The VP of Career Development and
  Volunteers shall be responsible for the development and delivery of programs that help build brand awareness, participation and skills-building for AMA Phoenix and the Phoenix marketing community. Providing programming and activities that promote career success for both the employee and the employer shall be the goal. Leading a team of volunteers to provide career focused programs such as career fairs, workshops or job boards and other relevant programs, while collaborating with other Board members shall generate success for the chapter, its members and the marketing community.
3. VP of Collegiate Relations The VP of Collegiate shall be responsible for developing a strategy and program structure for representing AMA Phoenix to the AMA Student Chapters, encouraging volunteer opportunities and membership post-graduation. Collaborating with other Board members to develop programs for mentoring and potential opportunities for internships in the marketing community. Build and lead a team to work with local university student chapter advisors, student chapter presidents, and representatives to coordinate collaborative programs and events.
4. VP of Communications The VP of Communications shall be responsible for developing and executing a comprehensive communications strategy that promotes the organization’s mission and goals with strong leadership capabilities for leading a team of volunteers and overseeing workflows for social media and digital campaigns. Collaborating with other Board members, with the ability to delegate and work cross-functionally while utilizing analytics and data to improve effectiveness will be essential for achieving chapter goals.
5. VP of Membership The VP of Membership shall be responsible for creating a plan to drive member retention and acquisition, while promoting the value and benefits of AMA and AMA Phoenix Chapter membership. Develop opportunities utilizing chapter data, member and prospect list management, and collaboration with other Board members to engage members and connect with prospects. Lead a team of volunteers to develop materials or tactics and follow up on retention activities and leads for acquisition.
6. VP of Programming The VP of Programming shall be responsible for developing and implementing a monthly program strategy that aligns with the AMA chapter charge to provide marketing education while aligning with the chapter’s budget. Providing leadership for a team of volunteers to develop and deliver relevant and timely programming on marketing topics of interest for our members and the marketing community. Collaborating with other Board members to deliver programming events and activities that meet our mission and chapter goals. Leads the Spectrum Committee in partnership with the Spectrum Committee Chair in planning, promoting, and executing the AMA Phoenix Spectrum Awards, a premier event fundraiser that recognizes excellence in marketing.
7. VP of Sponsorship The VP of Sponsorship shall be responsible for the preparation and management of a comprehensive fundraising/sponsorship strategy for the chapter. Provide leadership for a team of volunteers that will execute a plan that includes short and long-term strategies with timelines and tracking to meet the goals established in the chapter’s budget. Collaborate with other Board members in the development and implementation of the plan based on cultivating or soliciting lists of current and past sponsors, potential sponsors, area businesses and corporate support, beginning with members’ business or company affiliation.
Meetings and Voting The Board must hold a minimum of at least six meetings of the Board each fiscal year. Whenever the Board votes on a matter under these Bylaws or otherwise, this section will apply:

Meetings Meetings of the Board are called by the President or a majority vote or petition of the Board. Meetings may be virtual as long as each member of the Board can speak to and hear others.
Quorum A majority of members of the Board forms a quorum; a majority of votes is required to carry a matter where a quorum is present.
Voting Members of the Board may vote without a meeting on any matter where a quorum participates and the votes are submitted in writing. An action taken by such a vote must be memorialized at the next meeting of the Board and entered into those minutes.
Minutes All Board votes will be recorded in minutes and promptly distributed to the membership of the Chapter and the Association. Such minutes will be approved at the next meeting of the Board.

Elections The Board shall set forth the procedures for how candidates are nominated and elected.
1. Election Committee Election committee must be composed of at least four (4) members including but not limited to: the Past President as chairperson of the nominating committee, the President, the President-Elect and member(s) at large – selected by the chairperson of the nominating committee. A voting member of the nominating committee may not be proposed for an office on the slate of candidates to be produced by the committee, with the exception of President-Elect of the Chapter (or President of the Chapter if serving two consecutive terms).
2. Slate The nominating committee must prepare a slate of one or more candidates for each elected position on the Board. Voting members of the Chapter shall be informed in writing that they may recommend candidates to the nominating committee by submitting a petition signed by 2% of the eligible voting members.
3. Ballot Ballots shall be distributed to all eligible voting members of the Chapter via mail or electronic means in a secure and verifiable manner. Members of the Chapter shall have a minimum of two weeks to submit their ballot.
4. Results Candidates shall be elected by a simple majority of the eligible voting members of the Chapter submitting a ballot. Results shall be announced to the membership of the Chapter and the Association by March 1.
Removal A member may be removed from the Board for failure to comply with requirements set forth in the Constitution, Bylaws and policies of the Chapter or Association, or for other conduct detrimental to the best interests of the Chapter or Association. When a vote is held to remove a member from the Board, this section will apply:
1. Notice Each member of the Board shall be provided with at least ten (10) days prior written notice of the removal vote to take place at a duly convened meeting of the Board. Any such notice shall describe the grounds for removal with sufficient specificity so as to give reasonable notice of the alleged conduct.
2. Meeting The member of the Board subject to removal shall have the right to appear at the meeting with counsel of choice and shall have the right to present evidence and to hear evidence in support of the charge(s).
3. Voting Removal requires an affirmative vote of 75% (75 percent) of the members of the Board present in person or virtually at a duly convened meeting of the Board.
4. Results The decision of the Board is final. If the removed member believes that the Board did not follow the appropriate process for removal, the member may file a grievance as prescribed in the Code of Conduct of the Association. The resulting decision for that grievance is final and binding for any involved member.
Resignation A member of the Board may resign at any time by providing written notice to the Board. If a resignation occurs before a Board member’s term has expired, it is recommended the resigning Board member provide a replacement for their position to be approved by the Board.
Vacancies Vacancies among the Board are filled, for the balance of the term of office, by a quorum vote of the Board.
Compensation and Reimbursement Officers do not receive compensation for their services or time, but may be reimbursed for expenses. Any reimbursement of expenses from the Association is conducted in accordance with policies of the Association. Reference the Expense and Reimbursement Policy for guidelines and further instructions.
Conflict of Interest The purpose of the conflict of interest policy is to protect this organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of board members of AMA Phoenix Chapter or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to non-profit and charitable organizations.
1. Definitions
  1. Interested Person Any member of the Board or member of a committee with governing or board-delegated powers who has a direct or indirect financial interest, as defined below, is an interested person.
  2. Financial Interest A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
    1. An ownership or investment interest in any entity with which the organization has a transaction or arrangement;
    2. A compensation arrangement with the organization or with any entity or individual with which the organization has a transaction or arrangement; or
    3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the organization is negotiating a transaction or arrangement. “Compensation” includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Section 3b, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
2. Procedures
  1. Duty To Disclose In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board-delegated powers who are considering the proposed transaction or arrangement.
  2. Determining Whether a Conflict of Interest Exists After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide whether a conflict of interest exists.
  3. Procedures for Addressing the Conflict of Interest
    1. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
    2. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
    3. After exercising due diligence, the governing board or committee shall determine whether the organization can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
    4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
  4. Violations of the Conflict of Interest Policy
    1. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
    2. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines that the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Article IV – Committees

Ad Hoc Committees and/or Task Forces
1. Spectrum Awards AMA Phoenix members organize and execute this event annually. There is no limit on the number of years an individual can serve on this Committee. Committee to be led by the Spectrum Committee Chair and supported by the following chairs: Location, Judges,Entries,Catering , Website, Volunteers, Awards, Emcee, Look and Feel, Theme, Collateral (including program award book). This committee meets once a month between July and December and then weekly from January to May.
2. Additional Ad Hoc Committees and/or Task Forces Throughout the year, additional committees or task forces may be formed by the Board based on need.

Article V – Administration

Books and Records The Chapter shall keep books and records of its financial accounts and meeting minutes. The Chapter shall adhere to any reporting requirements of the Association and shall make those books and records available to the Association at any additional time upon request.
Annual Reports to the Association The Chapter shall submit annual reports as required by the Association by the dates set forth by the Association.
Contracts The President may authorize any Officer, VP, agent or employee to enter into or execute any contract on behalf of the Chapter. However, without such authorization, no person has the power or authority to bind the Chapter under any contract or agreement, to pledge the Chapter’s credit or to render the Chapter liable for any purpose or amount.
Paid Administration The Board may employ a qualified person or persons, who may or may not be a member of the Chapter, to provide staff for the Chapter and exercise such powers and authority as may be delegated by the Board. This may include paid internships if the Board develops such a program. Need 75% (75 percent) of the Board to approve such paid administration. Duties and responsibilities will need to be approved.
Assets of Chapter and Dissolution No member of the Chapter has any right, title or interest in or to the Chapter’s assets. In no event may any assets insure to the benefit of or be distributed to any member, Officer, VP, volunteer or employee of the Chapter.

Upon dissolution, liquidation or other termination of the Chapter, all assets remaining after paying the debts and obligations of the Chapter shall be distributed to the Association for its charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future federal tax code (the “Code”). Should the Association be unable or unwilling to accept such assets, the Chapter shall distribute its remaining assets to one or more organizations exempt under Section 501(c)(3) of the Code. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction in the territory in which the chapter operates, to such organization or organizations as such court shall determine which are organized and operated exclusively for such exempt purposes under Section 501(c)(3) of the Code.
Rules of Order The meetings and proceedings of the Association shall be governed according to ROBERT’S RULES OF ORDER revised, except as otherwise provided.

Updated March 2023

Bylaws

Article I – Identification

Article II – Membership

Article III – Board of Directors

Article IV – Committees

Article V – Administration

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