(Amended 3/02)
ARTICLE I Name:
The name of this not-for-profit Corporation shall be the MICHIANA
PROFESSIONAL
PHOTOGRAPHERS, INC.
(herein referred to as “Association”)
ARTICLE II Location, Resident Agent, and Fiscal Year
(A) The principal office of this Association shall be located in the
city
or town and state as designated by the Board of Directors.
(B) The Association’s membership records, record of accounts and files
shall be kept and maintained at the Resident location. The Resident
Agent
herein is designated as the Association’s Executive Secretary.
(C ) The Executive Secretary shall be appointed or reappointed by
the Board of Directors no less than thirty (30) days before the end of
the fiscal year each subsequent year In the absence of a Executive
Secretary
the President of the Association shall fulfill the duties of the
Executive
Secretary .
(D)
The fiscal year of the Association shall be designed by the Board of
Directors.
ARTICLE III Purposes
The purpose of this Association shall be to:
(A) Create, promote and maintain cordial relations and cooperation, a
higher
spirit of fraternalism, the exchange of thought
and opinion freely, and high standard of conduct among its
members.
(B) Raise the standards of photography both professionally and
ethically.
( C) Protect
and advance the rights of the professional photographer
(D) Foster
the practical benefits to be derived from personal acquaintance and the
discussion of subjects related to professional photography.
(E)
Maintain
amicable relations between members and their employees and to meet at
regular
stated times where members of this association may exchange views,
present
programs, by which they are mutually benefited, and the most
advantageous
methods of photographic management, advertising, and problems
applicable
to their particular business may be discussed.
(F) Facilitate
the advancement of professional photography in all branches.
Article IV Membership
Section 1 :
(A) Active Member; A professional photographer
is hereby defined under these by-laws as follows: An individual who
owns,
co-owns, manages, or an employee of a photographic studio or firm
available
for assignments on a regular business basis, and either applying 50% of
time to photography or deriving 50% of earned income from photography
and
satisfying federal, state, and local requirements for business.
Section 2:
(A) Additional Active Members: are
thereby
defined under these by-laws as any person associated with an Active
Member
of Michiana Professional Photographers, INC. as set forth in Section I,
item A. the Additional Active Membership shall terminate with
cessation
of Active Membership with which it is associated. Reapplication for
Active
Membership may be instituted with the
payment of dues.
Section 3:
( A) Associate Member: Persons who do not qualify
under Section 1 or 2 of this Article may qualify as an Associate
Member.
Associate Members are hereby defined under these by-laws as any
employee
or jobber of a photographic studio or firm of an Active Member whose
regular
position is other than that of a full-time photographer.
Section 4:
(A) Sustaining Member: A firm,
manufacturer,
service specialists, or any organization who has a representative or
salesperson
that has an active interest in the advancement of Professional
Photography
may qualify as a Sustaining Member.
(B) Sustaining Members cannot submit
photographic
prints for exhibition in competitions that are sponsored by this
Association.
Section 5
(A) Student Member: A Student Member is
defined
as a person preparing for a career in photography and is enrolled on a
full-time basis with an accredited college, university or high school.
The applicant for membership as a Student Member shall submit proof of
enrollment or student I.D. and academic transcript in such college,
university,
or high school
Section 6
(A) Honorary Life Member: An Honorary
Life Member is defined as any person who has been nominated by the
Board
of Directors prior to the annual meeting and approved by two-thirds
majority
vote of the Board of Directors. Honorary Life Members consisting of a
paid-for-life
membership with full voting privileges may be bestowed on any person or
distinguished professional photographer by reason of outstanding
service
to this Association or to the advancement of professional photography
in
general.
Section 7
(A) Interpretation:
All questions of the interpretation of Article IV (Membership) and of
the
final decision pertaining to the qualifications of any applicant shall
rest solely with the Board of
Directors of the Association.
Article V Application for membership
(A) Application for
membership in this Association shall be made in writing on the official
membership form and shall be submitted to the Membership Chairperson
along
with the dues payment.
(B) New members shall
be published in subsequent newsletters. Any objection to a new member
must
be made in writing to the Board of Directors. The Board of Directors
decision
shall be final.
( C) Such objections,
along with the application for membership, shall be reviewed by the
Board
of Directors before the application can be approved. Such application
must
be approved by a majority vote of the Board of Directors.
(D) All members that
have been accepted into this Association shall receive from the
Membership
Director a membership packet.
(E) All Members will
be expected to uphold the M.P.P.I. Code -of- Ethics.
ARTICLE V I Voting Rights
The various classes of members of this Association shall be entitled to
one vote per person:
a. Active Member ——– one (1) vote
b. Additional Active Member ____one (1) vote
c. Honorary Life Member ——– one (1) vote
ARTICLE VII Expulsion/Disciplinary Action
(A) Any member may
be expelled or suspended for conduct inconsistent with the
Association’s
Code of Ethics of these By-laws.
(B) All grounds for
expulsion or suspension must be in writing, signed by the member
presenting said charges and shall include the violation of any By-laws,
regulation, code of ethics or rule of this Association which was
violated.
The written charges must be submitted to any Board Member for review by
the Directors at their next board meeting
( C) Any member
so accused shall be furnished in writing a full statement of all
charges.
The subject member will be provided adequate opportunity for rebuttal
or
voluntary resignation, at a hearing by the Board of Directors before
the
recommendation by the Board at the next regular meeting of the
membership.
Expulsion requires a two-thirds (2/3) majority vote of Active Members
present at the regular meeting after said charges have been presented
by
the Board to the membership for review.
ARTICLE VIII Dues
(A) The
dues of the Association will be set at the discretion or the Board of
Directors.
(B) Annual
Renewal Dues will be payable by the member on or before the first day
of
the new calendar year set forth by the Board of Directors of this
Association.
(C) Any member
that has not renewed their membership within ninety (90) days following
the designated calendar year shall stand suspended and, after proper
notification
sent their last known address, shall be dropped from the membership
rolls.
(D) Any former
member that was dropped for nonpayment of dues and who desires to
rejoin
after one year shall be considered a new member and forfeits
continuation
of membership and charter membership unless otherwise designated by the
Board of Directors for special reasons.
ARTICLE IX Meetings
Section 1. Presiding Officer
(A) The
President shall officiate at all meetings and may appoint an
Active Member to serve as parliamentarian.
(B) The
President may appoint a temporary chair for any meeting.
(C ) All
meetings shall be conducted in accordance with Robert’s Rules
or Order Parliamentary Procedures.
Section 2. Meetings Defined
(A)
Meetings are hereby defined under these By-laws as follows:
(i) The general membership meeting will be designated as a
Regular Meeting
(ii) The Board of Directors meeting will be designated as a Board
Meeting.
(iii) All committee and special meeting will be referred to as
Special Meetings.
Section 3. Time and Location of Meetings
(A) The time and location of the regular meeting of this association
shall
be designated by the Board of Directors, and announced in a meeting
notice
at least fifteen (15) days prior to each meeting.
(B) Special meetings may be called at any time by the President, by the
majority of the membership with seven (7) days written notice being
mailed
to each member.
Section 4. Quorum
(A) A quorum for the transaction of business at any meeting of this
association
shall be two-thirds (2/3) majority of the Active Members present.
(B) 2/3 of the Board members may constitute a quorum .
(C ) A two-thirds (2/3) Majority vote of any quorum will be
required
for ratification of any question with the exception in the election of
officers as stated in Article XII of these by-laws
Section 5. Voting
(A) Each Active, Add. Active and Honorary Life Member will have
one
vote.
(B) Each Active, Add. Active and Honorary Life Member may be
represented
and may vote at any meeting by a proxy appointed in writing and be
delivered
to the Recording Secretary prior to the meeting.
(C) Each Active, Add. Active and Honorary Life Member may vote by mail
provided that the Recording Secretary has received to vote prior to the
meeting.
(D) For an Active, Add. Active and Honorary Life Member to vote by
mail,
the member shall contact in writing the Recording Secretary for a
ballot.
Section 6. Number of Board Meetings
(A) Meetings of the Board of Directors shall be held at the discretion
of the board with a minimum of five 5 meetings in one Association
calendar
year.
(B) Special Board Meetings may be called by the President or by any
three
Board members and notices of all such meetings shall be given to all
Board
members at least seven (7) days prior to the meeting.
(C ) Notice of all Board meetings shall be submitted to the
Recording
Secretary.
(D) Attendance and discussion privileges shall be extended to all
members
at Regular and Special Meetings.
(E) Attendance and/or discussion is limited to Board Members
except
by invitation or request of the Board or an officer of the Association
at the Board meetings.
Section 7. Required Attendance
(A) any member of the Board of Directors who fails to attend two
(2) consecutive Board meetings or three (3) Board meetings in one year
without just cause may be dismissed from the Board after Board action.
ARTICLE X Board of Directors
Section 1: Officers
(
A)
The Officers of this Association shall be President, Vice President,
Recording
Secretary, Treasurer, and Membership Director
(B)
All of the above Board Members will serve on the Board of Directors in
their respective capacities for no more than eight (8) consecutive
years.
Section 2: Powers of the Board of Directors
(A) The Board of
Directors
shall constitute the governing body of this Association. It shall be
vested
with full power to carry out the purpose and needs of this Association
set forth in the by-laws. The Board shall do all acts and things which
it may deem to be in the best interest of the Association, herein not
covered
by these by-laws.
(B) Only the Board shall
have a vote on all board matters. Voting privileges may be extended to
auxiliary members of the Board as the Board may approve from time to
time.
The President shall have the prerogative to vote at his pleasure.
(C ) Actions taken
by the Board shall be presented to the Active Membership within sixty
(60)
day of acceptance, at any regular meeting.
(D) To be eligible for election as a
Board of Director, a member must have been an Active Member in good
standing
for two (2) years prior to their election to the Board.
Section 3: Vacancies
(A) Vacancies of the officer or
director who ceases to work as a
Professional Photographer or ceases to be directly connected with the
Photographic Activities shall become ineligible to continue in office
but
by mutual agreement with the remaining Board of Directors, may remain
in
office for the duration of the fiscal calendar year.
(B) In the event of death, resignation,
expulsion, or inability for any reason of any Officer or Director to
continue
in the office, their successor shall be determined by appointment by
the
Board of Directors to fill a position until the next General Election.
(C ) Any Officer or Director who shall
willfully fail in their duty as a Board of Director shall be guilty of
conduct prejudicial to the best interest of this Association may be
subject
as noted in Article VII to expulsion.
ARTICLE XI Nominating Committee
(A) The Nominating
Committee shall consist of three (3) Active, Add. Active or and/or
Honorary
Life Members with the immediate Past President serving as Chairman and
the Board of Directors selecting the remaining two (2) members of the
committee
(not current board members or seeking office), no less than 120 days
before
the end of the calendar year.
(B) The Nominating Committee
shall prepare a slate of nominees from which written consent has been
obtained.
(C ) The Nominating Committee or Board of
Director shall give notice of the opening of nominations to the general
membership by publication sixty (60) days prior to the election
meeting,
or at the June meeting.
(D) The Nominating Committee
chairperson
shall instruct the Executive Secretary to secure from all nominees by
return
mail within ten (10) days, for the mentioned nominations.
(E) Such notice shall include
the closing date for nominations which shall be the last meeting before
elections.
(F) Nominations may be made from
the floor at the last meeting before the General Elections provided the
written consent of the nominee has been
obtained.
ARTICLE XII Election of Directors
Section 1. General Election
(A) The
Association general election will be held at the last meeting before
the
end of the calendar year and shall be determined by direct ballot.
(B) The
Recording Secretary shall prepare ballots containing the candidates for
office and provide each Active, Add. Active and Honorary Life
Member
one (1) ballot at the designated election meeting except wherein a
valid
proxy has been received.
(C ) Notice
of such meeting shall be mailed to each member not less than fifteen
(15)
days before the date of said meeting and shall include a list of all
eligible
nominees prepared by the Nominating Committee.
Section 2. Election
(A) All
candidates receiving a majority of votes cast for position of Director
to be filled, shall be declared the elected nominees at the end of said
meeting.
(B) All
candidates
elected shall assume their respective duties following the start of the
designated calendar year.
(C ) Notice
of the elected Directors shall be printed in the first meeting notice
following
the General Election.
ARTICLE XIII Duties of the Officers
Section 1. Records of the Board of Directors
(A) The affairs of this Association shall be managed by the Officers and Directors elected by the membership, and their records shall be available for inspection upon written request by any member in good standing to the Board of Directors responded to within a reasonable length of time at a General Meeting. Further duties of responsibilities maybe defined in the Policy Manual.
Section 2. Duties of the President
(A) The President shall have general supervision of this Association and all meetings unless otherwise designated.
Section 3. Duties of the Vice-President
(A) The
Vice-President presides at all general membership and board meetings in
the absence of the President.
(B) The
Vice-President shall assist and perform all duties assigned by the
President.
Section 4. Duties of the Recording Secretary.
(A) The Recording Secretary shall make, or cause to be made, a record of all meetings deemed necessary by the Association.
Section 5. Duties of the Treasurer.
(A) The Treasurer
shall
keep a roll of the membership of the Association simultaneously with
the
Membership Director.
(B) The Treasurer shall notify any member who is
indebted to this Association other than dues statement.
(C ) The Treasurer
shall provide prompt payment of any and all bills owed and payable from
the Association treasury.
Section 6 Duties of the Membership Director
(A) Receive
new
and renewed membership applications, send membership packs.
(B)
maintain
and up date the membership list, report changes to the other board
members
and Newsletter Editor
(C) send
renewal forms in a timely manor
(D)
maintain
videotape library
ARTICLE XIV Appointments
Section 1. Executive Secretary.
(A) The
Executive Secretary shall be appointed by the Board of Directors. The
Executive
Secretary may or may not be a member of this Association.
(B) The
Executive
Secretary shall be paid in a manner or form mutually agreed to by the
Board
of Directors and Executive Secretary.
(C ) In the
absence of an appointed Executive Secretary the President shall perform
said duties
Section 2 Newsletter Editor
(A) The
Newsletter
Editor shall be appointed by the Board of Directors yearly. The
Newsletter
Editor will be paid in a manner or form mutually agreed to by the Board
of Directors and Newsletter Editor
Section 3 Committees
(A) The President is
hereby
authorized and directed to appoint all committees with Board approval.
ARTICLE XV Surety Bonding
(A) The President, Vice-President,
Recording
Secretary, Treasurer, Membership Director and Executive Secretary shall
be required to give a bond in such sum as the Board may direct for the
performance of their duties of office. The cost of such bond shall be
borne
by the Association.
ARTICLE XVI Resignations
(A) Resignations of Directors or
Officers
shall be made in writing to the Recording Secretary or President and
presented
to the Board for proper action.
ARTICLE XVII Print
Competition
Section 1. Awards
(A) Print competition is restricted
to all Active, Additional Active, Honorary Life, Associate, and Student
Members only in good standing.
(B) Traveling awards or Special Honors
(Degrees) are considered the property of this Association
(C ) Any member holding a traveling
award or special Honors Degree must be a member in good standing,
having
current dues paid. Failure to do so will require such awards or honors
to be relinquished to the Association.
ARTICLE XVIII Amendments
(A) These by-laws may be amended from
time to time by vote of acclamation. There shall be notice of the
proposed
changes published in the M.P.P.I. Newsletter. Active, Additional
Active, Honorary Life Members that may be opposed to the amendment have
thirty (30) days to respond to the Board of Directors in writing. If no
letters of opposition are received within thirty (30) days the
amendment
will be put into immediate effect. The Board of Directors will consider
all letters of opposition at the next scheduled board meeting. After
considering
letters of opposition the board will make a final decision on the
amendment.
If the majority of the voting membership opposes the amendment it will
not be approved.
(B) All amendments of these by-laws shall become
effective immediately upon adoption unless otherwise specified.
ARTICLE XIX Professional Conduct
(A) M.P.P.I strictly forbids
sexual
harassment or any conduct unbecoming or offensive. This includes but is
not limited to the following groups of individuals: Board Members,
Members,
spouses, speakers, judges, vendors etc.
(B) M.P.P.I is no way responsible for
the actions of any individuals who violate our sexual harassment
policy.
Any individual who violates this policy shall be dealt with in the same
manor as any other ethics infraction, in accordance with
Article
VII
(C) M.P.P.I endeavors to uphold state and
national statutes concerning professional conduct.
ARTICLE XX Code of Ethics
We having been accepted into the membership of M.P.P.I, do hereby
subscribe without reservation to this Code of Ethics, and do solemnly
agree
that:
We will endeavor to enhance and ennoble the status of the photographic profession by maintaining dignity of manner in our behavior, in the presentation of our photographic services, in the appearance of our place of business, and in all forms of public contact. We refuse to participate in, or condone any form of sexual harassment.
We will at all times endeavor to produce only those types of photographs and photographic services that will enhance the prestige of our profession, and to apply our best efforts in behalf of the public, and to play a part in raising the general standards of photographic craftsmanship.
We will at all times avoid unfair competitive practices. Any
member
who knowingly vilifies or criticizes the character or capabilities of
any
member of this Association, or who attempts to procure the termination
or cancellation of the engagement held by another Member, by so doing
commits
an act contrary to the principles of the Association, and is liable to
suspension or expulsion.
Any member who knowingly alters their standard prices or gives
offers in order to obtain a job held in another member of this
Association
commits an act contrary to principle of the Association.
It is expected of any member to report to the Board any violation of
the Code of Ethics, for action by the Board and Active Members. In all
matters pertaining to the Code of Ethics, we will recognize the
authority
of the Association.