Bylaws of the American Marketing Association
South Florida Chapter

Revision Month: January 15, 2026

PREAMBLE

These Bylaws govern the activities of the American Marketing Association South Florida Chapter (hereinafter referred to as the “Chapter”) and are established in conjunction with the Constitution and Bylaws of the American Marketing Association (AMA).

The Chapter operates as an affiliated chapter of the AMA and is subject to the provisions of the AMA Constitution and Bylaws.

These Bylaws are designed to ensure effective governance, maintain alignment with AMA national policies, and establish a framework for selective leadership that signifies a high level of professional distinction.

ARTICLE I: NAME AND PURPOSE

Section 1: Name

The name of this organization shall be the American Marketing Association South Florida Chapter.

Section 2: Purpose

The purposes of the Chapter are to operate exclusively for educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, consistent with the mission of the AMA. The Chapter’s principal roles are:

Connecting. The Chapter serves as a conduit to foster knowledge sharing among marketing professionals in the South Florida region. It provides a platform for networking, collaboration, and the exchange of ideas among practitioners, academics, and students in the field of marketing.

Informing. The Chapter provides members with access to resources, professional development opportunities, and educational content that advances their marketing expertise. This includes workshops, seminars, conferences, and access to cutting-edge research and industry insights.

Advancing. The Chapter promotes and supports marketing best practices and thought leadership within the South Florida region. It seeks to elevate the standards of the marketing profession and contribute to the broader body of marketing knowledge. In all its activities, the Chapter shall adhere to the non-profit, educational, and non-discriminatory principles outlined in the AMA Constitution.

The Chapter shall not discriminate in membership or leadership opportunities on the basis of race, religion, gender, age, national origin, disability, veteran status, or sexual orientation.

ARTICLE II: MEMBERSHIP

Section 1: Eligibility

Membership in the Chapter is open to any individual who is a member in good standing of the American Marketing Association. All Chapter members must maintain their AMA national membership. Membership in the Chapter is contingent upon continued AMA membership.

Section 2: Membership Categories

The membership categories of the Chapter shall be consistent with the voting and non-voting categories established by the AMA national bylaws. Voting members of the Chapter shall be those individuals who hold “Member” grade (or higher) status with the AMA. Student members and other non-voting categories as defined by AMA shall have the privileges specified by AMA national policy but shall not have voting rights in Chapter elections or business matters.

Section 3: Chapter Dues

Chapter dues shall be established by the Chapter’s Board of Directors and shall be collected by the AMA Support Center in accordance with AMA national policy. These dues are in addition to the national AMA membership dues. Any revision to chapter dues rates must first be approved by the Board of Directors and communicated to the membership with appropriate notice.

Section 4: Rights and Responsibilities

All members in good standing shall have the right to participate in Chapter activities, attend meetings, and receive communications from the Chapter. Voting members shall have the additional right to vote in Chapter elections and on matters requiring member approval. Members are expected to uphold the AMA Code of Ethics and contribute positively to the Chapter’s mission.

ARTICLE III: BOARD OF DIRECTORS

Section 1: Function and Composition

The business, property, and affairs of the Chapter shall be managed by its Board of Directors (hereinafter referred to as the “Board”). The Board is responsible for the strategic direction, fiscal management, and overall governance of the Chapter. The Board shall ensure that the Chapter operates in accordance with these Bylaws, the AMA Constitution and Bylaws, and all applicable laws and regulations.

Section 2: Selective Membership of the Board

Membership on the Board of Directors is a distinction reserved for individuals who have demonstrated outstanding achievements and significant contributions to the marketing profession. This selective process is designed to ensure the highest level of leadership, expertise, and professional distinction for the Chapter. The Chapter recognizes that Board membership represents a level of professional accomplishment that goes beyond ordinary membership.

To uphold the prestige and quality of the Chapter’s leadership, Board membership shall require that candidates have attained outstanding achievements in the field of marketing, as judged by recognized experts in the field. Board membership shall not be granted based solely on:

• Years of experience in the marketing field
• Level of education or academic credentials alone
• Payment of dues or fees
• Employment in a particular position or organization

Rather, Board membership shall be based on a comprehensive evaluation of the candidate’s contributions, impact, and recognition within the marketing profession.

Section 3: Criteria for Board Candidacy

To be considered for a position on the Board of Directors, a candidate must be a voting member of the Chapter in good standing and must demonstrate a record of outstanding achievement in the field of marketing.

The following criteria shall be considered by the Nominations and Governance Committee in evaluating candidates:

Significant Contributions to the Field. Evidence of contributions that have materially advanced the practice, theory, or education of marketing. This may include the development of innovative marketing strategies, methodologies, or frameworks that have been adopted by others in the profession; contributions to marketing education through teaching, curriculum development, or mentorship; or leadership in marketing initiatives that have had measurable impact on organizations or communities.

Recognized Leadership. A documented history of leadership in marketing-related roles, projects, or initiatives.

This may include serving in executive marketing positions, leading major marketing campaigns or projects, founding or significantly growing marketing organizations or initiatives, or serving in leadership roles in other professional marketing associations or industry groups.

Professional Recognition and Awards. Receipt of significant awards, honors, or other forms of recognition from national or international marketing organizations, industry associations, or academic institutions.

This may include industry awards for marketing excellence, recognition as a marketing thought leader, selection for prestigious fellowships or honorary positions, or invitations to serve as a keynote speaker or expert panelist at major marketing conferences.

Expertise and Thought Leadership. A demonstrated track record of innovation, expertise, or thought leadership in marketing.

This may include authorship of influential publications, articles, or books on marketing topics; frequent speaking engagements at major industry conferences or events; development of novel marketing methodologies or technologies; or recognition as a subject matter expert by media, industry publications, or peer organizations.

Impact and Influence. Evidence that the candidate’s work has had significant impact on the marketing profession or has influenced the practices of other marketing professionals.

This may include citations of the candidate’s work, adoption of the candidate’s methodologies or frameworks by other organizations, or testimonials from recognized experts attesting to the candidate’s contributions. Candidates are expected to provide documentation and evidence supporting their qualifications in these areas as part of the nomination process.

Section 4: Nomination and Vetting Process

The nomination and vetting process for Board candidates is designed to ensure that all Board members meet the high standards of professional achievement required for this leadership role. The process shall be as follows:

Call for Nominations. The Nominations and Governance Committee shall issue an annual call for nominations for open positions on the Board of Directors. The call shall be distributed to all voting members of the Chapter and shall include a description of the open positions, the criteria for candidacy, and the submission requirements.

Submission of Nomination Portfolio. Each nominee (whether self-nominated or nominated by another member) must submit a comprehensive nomination portfolio to the

Nominations and Governance Committee.

The portfolio shall include:

• A current curriculum vitae or resume
• A statement of interest explaining why the candidate seeks to serve on the Board and

what they hope to contribute

• Detailed documentation of the candidate’s qualifications based on the criteria including specific examples, evidence, and supporting materials
• Letters of recommendation from at least two recognized experts in the marketing field

who can attest to the candidate’s outstanding achievements and contributions

Expert Review and Evaluation. The Nominations and Governance Committee, acting as a panel of recognized experts in the marketing field, shall review and evaluate each nomination portfolio. The committee shall assess whether each nominee’s achievements meet the standard of “outstanding” as required for Board membership. The committee may request additional information from nominees or their references as needed to complete the evaluation.

Preparation of Approved Slate. Following the expert review, the Nominations and Governance Committee shall prepare a slate of approved candidates who have been judged to meet the required criteria for Board membership.

Petition Candidates. In accordance with AMA national policy, voting members may nominate additional candidates by petition. A petition candidate must submit the same nomination portfolio as other candidates and must be supported by signatures from at least 10% of the voting members of the Chapter. Petition candidates shall be subject to the same expert review process by the Nominations and Governance Committee. If the committee determines that a petition candidate meets the criteria for Board membership, that candidate shall be added to the ballot.

Section 5: Election of the Board

The slate of approved candidates shall be presented to the voting members of the Chapter for election, in accordance with the procedures outlined in Article VI. The election shall be conducted in a manner that ensures all voting members have the opportunity to participate and that the results accurately reflect the will of the membership.

Section 6: Composition and Officers

The Board shall consist of the following positions:

Elected Officers:

• President
• President-Elect
• Secretary
• Treasurer

Directors-at-Large: A minimum of three (3) Directors-at-Large, who shall provide additional expertise and perspectives to the Board. All officers and directors must be voting members of the Chapter in good standing and must have been approved through the nomination and vetting process described in Section 4.

Section 7: Terms of Office

The term for all Board members shall be two (2) years, with terms staggered to ensure continuity of leadership. Approximately half of the Board positions shall be elected each year. No Board member may serve more than three (3) consecutive terms in the same position, except that the President-Elect shall automatically succeed to the presidency and this succession shall not count as a separate term for purposes of term limits.

Section 8: Vacancies

If a vacancy occurs on the Board due to resignation, removal, or inability to serve, the Board may appoint a qualified individual to fill the vacancy until the next regular election. Any individual appointed to fill a vacancy must meet the criteria for Board membership and must be approved by a two-thirds vote of the remaining Board members.

Section 9: Removal

A Board member may be removed from office for cause by a two-thirds vote of the Board members present at a meeting called for that purpose, provided that the Board member in question has been given notice and an opportunity to be heard. Cause for removal may include failure to attend meetings, violation of these Bylaws or the AMA Code of Ethics, or conduct detrimental to the Chapter.

ARTICLE IV: OFFICERS

Section 1: Elected Officers

The elected officers of the Chapter shall be a President, a President-Elect, a Secretary, and a Treasurer. These officers must be members of the Board of Directors and must be elected in accordance with the procedures outlined in Article VI.

Section 2: Duties of the President

The President shall be the chief executive officer of the Chapter and shall have general supervision over the affairs and operations of the Chapter. The President’s duties shall include:

• Presiding at all meetings of the Board of Directors and the Chapter membership
• Serving as the principal liaison between the Chapter and the AMA national organization
• Representing the Chapter in communications with other organizations and the public
• Appointing committee chairs and members, subject to Board approval
• Ensuring that the Chapter operates in accordance with these Bylaws and AMA policies
• Providing strategic leadership and vision for the Chapter
• Performing such other duties as may be assigned by the Board or as are customary to the office

Section 3: Duties of the President-Elect

The President-Elect shall perform the duties of the President in the President’s absence or inability to serve. The President-Elect shall automatically succeed to the presidency at the conclusion of the President’s term. The President-Elect’s duties shall include:

• Assisting the President in the management of Chapter affairs
• Leading strategic planning efforts for the Chapter
• Serving as a liaison to key committees and initiatives
• Preparing to assume the responsibilities of the presidency
• Performing such other duties as may be assigned by the President or the Board

Section 4: Duties of the Secretary

The Secretary shall be responsible for maintaining the official records of the Chapter. The Secretary’s duties shall include:

• Recording and maintaining minutes of all Board and Chapter membership meetings
• Maintaining the Chapter’s official records, including these Bylaws, policies, and historical documents
• Ensuring that all required notices are duly given in accordance with these Bylaws and applicable law
• Managing official correspondence on behalf of the Chapter
• Maintaining a current roster of Chapter members and Board members
• Filing any required reports with the AMA or governmental authorities
• Performing such other duties as may be assigned by the President or the Board

Section 5: Duties of the Treasurer

The Treasurer shall be responsible for the financial affairs of the Chapter. The Treasurer’s duties shall include:

• Overseeing the receipt, custody, and disbursement of Chapter funds
• Maintaining accurate financial records and accounts
• Preparing and presenting financial reports to the Board at each Board meeting
• Developing and presenting an annual budget for Board approval
• Ensuring that the Chapter’s financial records are in order and available for inspection
• Coordinating with the AMA Support Center regarding dues collection and financial reporting
• Chairing the Finance Committee
• Ensuring compliance with all financial policies and applicable laws
• Performing such other duties as may be assigned by the President or the Board

Section 6: Succession and Acting Officers

In the event that the President is unable to serve and the President-Elect is also unable to serve, the Board shall designate another Board member to serve as Acting President until the President or President-Elect is able to resume duties or until the next regular election. The Board may similarly designate acting officers for other positions as needed.

ARTICLE V: COMMITTEES

Section 1: Standing Committees

The Board of Directors shall establish standing committees to carry on the work of the Chapter and advance its mission.

The following standing committees shall be maintained:

Nominations and Governance Committee. This committee is responsible for overseeing the nomination and election process for the Board of Directors, as detailed in Article III.

The committee shall be composed of at least three (3) current or former Board members, appointed by the President and approved by the Board, who are recognized as experts in the field of marketing.

The committee’s responsibilities include:

• Issuing the annual call for Board nominations
• Reviewing and evaluating nomination portfolios
• Conducting expert assessments of candidates’ qualifications
• Preparing the slate of approved candidates for Board elections
• Ensuring that the nomination and election process is fair, transparent, and consistent with these Bylaws
• Periodically reviewing these Bylaws and recommending amendments to the Board
• Advising the Board on governance matters and best practices

Finance Committee.

The committee’s responsibilities include:

• Developing the annual budget for Board approval
• Monitoring financial performance against the budget
• Reviewing financial reports and making recommendations to the Board
• Ensuring sound financial practices and internal controls
• Advising on financial policies and procedures
• Overseeing any investments or reserves held by the Chapter

Education and networking events.

The committee’s responsibilities include:

• Developing an annual calendar of events and programs
• Identifying speakers, topics, and formats for Chapter meetings and events
• Coordinating logistics for events, including venues, catering, and technology
• Promoting events to the membership and the broader marketing community
• Evaluating the success of programs and gathering member feedback
• Ensuring that programming aligns with the Chapter’s educational mission

Membership Committee.

This committee shall focus on member recruitment, engagement, and retention. The committee’s responsibilities include:

• Developing strategies to attract new members to the Chapter
• Creating programs and initiatives to engage current members
• Monitoring membership trends and retention rates
• Serving as a point of contact for member inquiries and concerns
• Recognizing and celebrating member achievements
• Fostering a welcoming and inclusive Chapter community

Section 2: Ad Hoc Committees

The President, with the approval of the Board, may appoint ad hoc committees as needed to address specific projects, initiatives, or issues. Ad hoc committees shall be dissolved upon completion of their assigned tasks or at the discretion of the Board.

Section 3: Committee Membership

Committee chairs shall be appointed by the President, subject to Board approval. Committee members may be appointed by the committee chair in consultation with the President. Committee membership is open to all Chapter members in good standing, and committees are encouraged to include diverse perspectives and expertise.

ARTICLE VI: NOMINATIONS AND ELECTIONS

Section 1: Annual Elections

Elections for Board positions shall be held annually in accordance with AMA national policy. The election shall be conducted in sufficient time to allow newly elected Board members to assume their duties at the beginning of the fiscal year.

Section 2: Nomination Process

The nomination process shall be managed by the Nominations and Governance Committee in accordance with Article III, Section 4. The committee shall issue a call for nominations, review nomination portfolios, conduct expert evaluations, and prepare a slate of approved candidates.

Section 3: Ballot Preparation

The Nominations and Governance Committee shall prepare a ballot containing the slate of approved candidates for each open Board position.

The ballot shall include:

• The names of all approved candidates
• A brief summary of each candidate’s qualifications
• Space for write-in candidates for each position
• Instructions for voting

Section 4: Distribution of Ballot

The ballot shall be distributed to all eligible voting members of the Chapter at least thirty (30) days prior to the close of voting. The ballot may be distributed electronically or by other means that ensure all voting members have access. The distribution shall include information about the candidates and the voting process.

Section 5: Voting Process

Voting shall be conducted electronically using a secure voting platform. Each voting member shall be entitled to cast one vote for each open position. Voting shall remain open for a period of at least fourteen (14) days. Members may change their votes during the voting period, with the final vote cast being the one counted.

Section 6: Vote Counting and Results

At the close of the voting period, votes shall be counted by the Nominations and Governance Committee or by an independent third party designated by the Committee. The candidate receiving a plurality of votes cast for each position shall be declared elected. In the event of a tie, the Board shall determine the method for breaking the tie, which may include a run-off election or selection by lot.

Section 7: Announcement of Results

The results of the election shall be announced to the membership within seven (7) days of the close of voting. Newly elected Board members shall assume their duties at the beginning of the next fiscal year or as otherwise specified.

Section 8: Write-In Candidates

Write-in candidates are permitted for any Board position. However, for a write-in candidate to be elected, they must receive a plurality of votes cast for that position, and they must meet the criteria for Board membership as specified in Article III. If a write-in candidate is elected, the Nominations and Governance Committee shall verify that the candidate meets the qualifications for Board membership before the election is certified.

ARTICLE VII: MEETINGS

Section 1: Board of Directors Meetings

The Board of Directors shall meet at least six (6) times per year, or more frequently as determined by the Board. Meetings may be held in person, electronically, or in a hybrid format that allows for both in-person and remote participation.

Notice. Notice of Board meetings shall be provided to all Board members at least seven (7) days in advance, except in the case of emergency meetings, for which notice shall be provided as soon as practicable. Notice shall include the date, time, location (or electronic access information), and agenda for the meeting.

Quorum. A quorum for Board meetings shall consist of a majority of the current Board members. No business may be conducted in the absence of a quorum.

Voting. Each Board member shall have one vote. Decisions shall be made by a majority vote of those present, unless these Bylaws or applicable law require a greater vote. Proxy voting is not permitted.

Minutes. The Secretary shall prepare minutes of all Board meetings, which shall be distributed to Board members and maintained as part of the Chapter’s official records.

Section 2: Chapter Membership Meetings

The Chapter shall hold regular meetings for its members for educational, networking, and business purposes. These meetings may take various formats, including seminars, workshops, panel discussions, networking events, and social gatherings.

Annual Business Meeting. The Chapter shall hold an annual business meeting for the purpose of presenting the annual report, announcing election results, and conducting any other business that may properly come before the membership. Notice of the annual business meeting shall be provided to all members at least thirty (30) days in advance.

Special Meetings. Special meetings of the membership may be called by the President, the Board, or upon written request of at least 10% of the voting members. Notice of special meetings shall be provided to all members at least fourteen (14) days in advance and shall state the purpose of the meeting.

Quorum. For membership meetings, a quorum shall consist of the voting members present. The Chapter recognizes that member attendance at meetings may vary, and business may be conducted with whatever number of voting members are in attendance.

ARTICLE VIII: AMENDMENTS

Section 1: Proposing Amendments

Amendments to these Bylaws may be proposed by:

• A majority vote of the Board of Directors, or
• A written petition signed by at least 10% of the voting members of the Chapter

All proposed amendments shall be submitted in writing to the Board of Directors for consideration.

Section 2: Review and Approval

Proposed amendments shall be reviewed by the Nominations and Governance Committee to ensure consistency with the AMA Constitution and Bylaws and to assess their potential impact on Chapter operations. The Committee shall present its findings and recommendations to the Board.

Section 3: Adoption of Amendments

These Bylaws may be amended by a two-thirds vote of the Board members present at any Board meeting for which proper notice has been given. Notice of a meeting at which Bylaws amendments will be considered shall be provided to all Board members at least fourteen (14) days in advance and shall include the text of the proposed amendments.

Section 4: Consistency with AMA Bylaws

All amendments must be consistent with the AMA Constitution and Bylaws. Any amendment that conflicts with AMA governing documents shall be void. Amendments shall be submitted to the AMA for review and approval as required by AMA policy.

Section 5: Effective Date

Amendments shall become effective immediately upon adoption by the Board, unless the Board specifies a different effective date or unless AMA approval is required, in which case the amendment shall become effective upon receipt of AMA approval.

ARTICLE IX: FINANCIAL ADMINISTRATION

Section 1: Fiscal Year

The fiscal year of the Chapter shall be from July 1 to June 30, consistent with the AMA national fiscal year.

Section 2: Financial Management

The Chapter shall follow sound financial practices and shall maintain accurate and complete financial records. All financial transactions shall be documented and shall be available for inspection by the Board, the AMA, and as required by law.

Section 3: Budget

The Board shall adopt an annual budget for the Chapter prior to the beginning of each fiscal year. The budget shall be prepared by the Treasurer and the Finance Committee and shall be approved by a majority vote of the Board. The Board may amend the budget during the fiscal year as circumstances require.

Section 4: Financial Controls

The Chapter shall maintain appropriate financial controls and segregation of duties to protect Chapter assets. The Board shall establish policies governing financial transactions, including approval requirements for expenditures, authorized signatories for Chapter accounts, and procedures for financial reporting.

Section 5: Financial Independence

The Chapter is responsible for its own financial affairs and shall not incur any debt or liability on behalf of the AMA. The AMA shall not be responsible for any debts or obligations of the Chapter. All Chapter funds and assets are the property of the Chapter, and no member shall have any ownership interest therein.

Section 6: Financial Reporting

The Treasurer shall provide a financial report to the Board at each Board meeting. An annual financial report shall be presented to the membership at the annual business meeting. The Chapter shall provide financial reports to the AMA as required by AMA policy.

Section 7: Audit or Financial Review

The Board may, at its discretion, arrange for an audit or financial review of the Chapter’s financial records by an independent accountant. Such an audit or review shall be conducted at least once every three years or more frequently if required by AMA policy or if circumstances warrant.

ARTICLE X: DISSOLUTION

Section 1: Dissolution Process

The Chapter may be dissolved by a two-thirds vote of the Board of Directors, followed by a vote of the voting members of the Chapter in which at least two-thirds of those voting approve the dissolution. Notice of a meeting to consider dissolution shall be provided to all members at least thirty (30) days in advance.

Section 2: Distribution of Assets

In the event of the dissolution of the Chapter, the Board shall, after paying or making provision for the payment of all liabilities of the Chapter, dispose of all assets of the Chapter as follows: All remaining assets shall be turned over to the American Marketing Association, to be used for purposes consistent with the educational mission of the AMA. If the AMA is unwilling or unable to accept the assets, they shall be distributed to one or more organizations that qualify as tax-exempt under Section 501(c)(3) of the Internal Revenue Code and that have purposes similar to those of the Chapter, as determined by the Board.

Section 3: Records

Upon dissolution, the Chapter shall turn over all official records, including financial records, meeting minutes, and historical documents, to the AMA for preservation in the AMA archives.

Section 4: Notification

The Chapter shall notify the AMA and any relevant governmental authorities of its dissolution in accordance with applicable law and AMA policy.

ARTICLE XI: MISCELLANEOUS PROVISIONS

Section 1: Parliamentary Authority

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Chapter in all cases to which they are applicable and in which they are not inconsistent with these Bylaws, the AMA Constitution and Bylaws, or any special rules of order the Chapter may adopt.

Section 2: Non-Discrimination

The Chapter shall not discriminate on the basis of race, color, religion, gender, national origin, age, disability, veteran status, sexual orientation, or any other characteristic protected by law in its membership, programs, activities, or governance.

Section 3: Compliance with Laws

The Chapter shall comply with all applicable federal, state, and local laws and regulations, including but not limited to tax laws, employment laws, and laws governing non-profit organizations.

Section 4: Indemnification

The Chapter shall indemnify and hold harmless its Board members, officers, and volunteers from any claims, liabilities, or expenses arising out of their service to the Chapter, to the fullest extent permitted by law, provided that the individual acted in good faith and in a manner reasonably believed to be in the best interests of the Chapter.

Section 5: Conflict of Interest

Board members and officers shall disclose any potential conflicts of interest and shall recuse themselves from decisions in which they have a personal financial interest. The Board shall adopt a conflict of interest policy to govern such situations.

Section 6: Document Retention

The Chapter shall maintain its official records, including financial records, meeting minutes, and other important documents, in accordance with applicable law and best practices for non-profit organizations. The Board shall adopt a document retention policy specifying the retention periods for various types of documents.

CERTIFICATION

These Bylaws were adopted by the Board of Directors of the American Marketing
Association South Florida Chapter.