Michiana Professional Photographers, INC.   Main Page

By– Laws

 

(Amended 3/02)
(Amended 06/07)

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.
     (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 Director.
            (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 .
(C )  The Executive Director 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 Director the President of the Association shall fulfill the duties of the Executive Director..

            (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 1:
    (A) Active Member; A professional photographer is hereby defined under these by-laws as follows: An individual who owns, co-owns, manages, is an employee of a photographic studio or firm available for assignments on a regular business basis.  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.
           (A) The Officers of this Association shall be President, Vice President, Recording Secretary, Treasurer-serving minimum of two years and Membership Director-serving minimum of two 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.
    (D) On an office opening the Treasurer and Membership director have the first option to move to the vacant office once they’ve served their two year term. They can renew their office (membership director and Treasurer) up to eight (8) years. 

 

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.

The Recording Secretary shall make, or cause to be made, a record of all meetings deemed necessary by the Association.
  

 Section 6. 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.
         (D) The Treasurer shall provide a back up accounting program to the Executive Director after each Board meeting.
        

Section 7  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.
 Section  1.    Executive Director

         (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
         (D) The Board shall report to the Exective Director all meeting minutes, treasurer reports and back-up copy of accounting program.
 
    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 Web-Master
        (A) The Web-Master shall be appointed by the Board of Directors yearly.
The Web-Master will be paid in a manner of form mutually agreed to by the Board of Directors and  Web-Master

 Section 4     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.