P. P. A. R. I.

BYLAWS

Article 1.               Meetings 

Section 1.              There shall be an Annual Convention and five General meetings of this association.  The time and location of all General meetings will be determined by the  Executive Council and published with adequate notice in the official Bulletin of the  association.  

Section 2.              All meetings of the Association and its Board of Directors will be conducted by Robert’s Rules of   Order, except where superseded by the Bylaws and Constitution.  

Section 3.                A quorum of the Board of Directors shall consist of seven members.  

Section 4.              A quorum of the Membership shall consist of 33 percent of paid membership of the Association. 

Section 5.              The election of the Board of Directors shall take place at a duly warned meeting during the Annual Convention of the Association.  A majority of the Quorum is sufficient to elect. 

Section 6.              Reports from the Board of Directors will received annually at a duly warned meeting during the Annual Convention. 

Section 7.              The Board of Directors shall meet monthly and shall conduct all business at hand each  month. 

Section 8.              An emergency meeting of the Board of Directors may be called by  the Secretary when requested by the President or any six members of the Board of Directors.  Such an emergency meeting must be announced in writing to all members of the Board of Directors at least 5 days in advance.  

Article 2.                Officers and Duties  

Section 1.               The officers of the Association shall consist of a President, a First Vice President, a Second Vice President, a Secretary, and a Treasurer.  The term of office shall be two years from the date of election or until replaced by a successor

Section 2.              The newly elected Board of Directors will be installed at the Annual Awards Banquet following their election.

Section 3.              The President shall preside at all meetings of the Association and the Board of Directors; appoint committees with the approval of the Board of Directors;  and perform such other duties as ordinarily pertain to the office.  The President is ex-officio a member of all committee of the Association with the exception of the Nominating Committee.  

Section 4.              The First Vice President shall perform the duties of the President during the President’s absence, and shall be the Annual Convention Chairperson.  The First Vice President may request  and with the approval of the Board of Directors be granted a convention chairperson.  

Section 5.              The Second Vice President shall perform the duties of the President during the absence of the President and the First Vice President.  The Second Vice President is charged with solicitation of ads for and publishing of the Annual Convention program booklet. 

Section 6.              The Secretary.  It shall be the duty of the Secretary to keep the records of membership, record the attendance at meetings, send out the notices of meetings of the club, board, and committees, and to record and preserve the minutes of such meetings.  

Section 7.              The Treasurer.  It shall be the duty of the Treasurer to have custody of all funds, accounting  for the same to the association annually and at any other time upon demand by the Board of Directors and to perform such duties as pertain to the office.  Upon the Treasurer’s leaving from office, all funds, books of accounts, and all other club property shall be turned over to the President or the incoming Treasurer.  All disbursements are to be by checks signed by the Treasurer.

 

Section 8.              The Directors shall serve as Chairs of  Committee or any capacity that the President and Officers shall direct.  In the event of vacancy of an officer’s position, an interim replacement will be nominated from among the Directors by the Officers and elected by the Board of Directors.  A Director position may be filled on an interim basis by a two-thirds vote of a quorum of the Board of Directors.  

Article 3.                The Board of Directors

Section 1.              The Board of Directors shall be composed of all Officers named under Article 2, Section 1, the Directors, and the Immediate Past President. 

Section 2.              The Board of Directors shall have full power to carry out all the business of the Association.  

Section 3.              The Board of Directors shall have the power to take actions of an emergency nature when time is of the essence.  Such actions may be agreed upon by a telephone poll of the Board of Directors.  All such polls and decisions will be recorded in the official minutes of the Association.  

Section 4.              At all Board of Directors meetings, no member shall have more than one vote.  There shall be no proxy or absentee votes. 

Section 5.                When requested by any voting member, Board of Directors balloting shall be in writing.  

Section 6.              The Directors of the Board of Director shall consist of six members in good standing.  Of these six members one shall be a Service Member in good standing.  Directors will serve a two year term of office from date of election or until replaced by a successor.  

Article 4.                Operating Committees

Section 1.  The President will appoint the following operating committees with the recommendations of the First and Second Vice Presidents and with the approval of the Board of Directors.  The chair of each committee will be a member of the Board of Directors.  Operating committees will be appointed at the first regularly called meeting of the Board of  Directors after the Annual Convention.                               

A.  Print Committee, Annual Convention and General Meeting.

B.  Program Committee

C.  Membership

D.  Newsletter

E.  Ways & Means  

Section 2.  Other committees may be appointed from time to time by the President, with approval of the Board of Directors, for specific and limited tasks. 

Section 3.  All committee members, with the exception of the Budget and Nominating Committees, serve at the pleasure of the President

Article 5.                Violations of the Code of Conduct 

A policy to deal with reports of violations of the Code of Conduct will be established by the Board of Directors.

Article 6.                Removal From Office 

Section 1.  The Board of Directors shall have the power to remove from office by a two-thirds vote of the Board of Directors as a whole any officer or Board member for neglect of duty.  

Section 2.   The Board of Directors shall have the power to expel by a two-thirds majority vote of the  Board of Directors as a whole any officer, Board Member, or organization member charged with conduct which endangers or which may endanger the welfare, interest, or character of the organization.  A policy to deal with reports of violations of the Code of Conduct will be established by the Board of Directors.  

Section 3.  If the complaint is against the President, then the duties of the President will be handled by the First Vice President until the complaint is resolved.  

Article 7.                Changes to Bylaws and Constitution 

All changes to these and future Bylaws and Constitution shall originate with a duly appointed  Bylaws Committee, and must be present to the General Membership in writing at least 30 days prior to the  Annual Convention.  A majority consisting of two thirds of the Quorum of the membership will be required to approve.  

Article 8.                 Dues and Convention Fees 

Section 1.  The Board of Directors shall determine the amount of annual dues and convention registration fees upon recommendation of the Budget Committee.  

Section 2.   Honorary and Lifetime Members shall not be required to pay dues or convention registration fees.  

Section 3.  Annual dues for active membership shall be due and payable no later than September 15^th.  It shall be the duty of the Treasurer to notify all members 60 days in advance of their financial obligation.                

Article 9.                The Nominating Committee 

Section 1.  The Nominating Committee will consist of the Immediate Past President and two Active or Lifetime members to be selected by the Board of Directors.  The Immediate Past President will be the chairperson of the Nominating Committee.  

Section 2. The complete list of nominations shall be presented and published to the membership 30 days preceding the election meeting.

 

Section 3.  Additional nominations may be made by the membership.  These nominations must be in writing and signed by at least ten  Active Members.  Any additional nominations must be received by the Chairperson of the Nominating Committee at least 48 hours before the Election Meeting.  

Article 10.                The Budget Committee

Section 1.  The Budget Committee shall consist of the Immediate Past President, President, First Vice President, Second Vice President, Secretary, and the Treasurer.  

Section 2.  The Budget Committee shall submit a complete budget for the coming year at the July Board Meeting of the Board of Directors.  When approved by the Board of Directors, such a budget shall govern the Association expenditures for the year, and no expenditures beyond this budget shall be made without prior approval of the Board of Directors.

Article 11.                The Advisory Board 

The Advisory Board of this Association will act in an advisory capacity only and shall consist of the Immediate Past President, and two other Past Presidents in good standing to be appointed by the newly elected President.  

Article 12.                 Dispersal of Association Funds 

In the event the Association should be dissolved, no residual moneys in the treasury or in other accounts administered by the Professional Photographers Association of Rhode Island will accrue to the officers or past officers of the Association.  All moneys remaining under the control of the Professional Photographers Association of Rhode Island after discharge of debt shall be contributed to other nonprofit, photography oriented organizations for the specific purpose of providing scholarships in education for photographers.

Article 13.                Antitrust Policy 

Section 1.  It is the policy of this Association to comply with all federal, state, and local trade regulations and antitrust laws.  Any activities of the Association or Association related actions of its staff, officers, directors, or members which violate these regulations and laws are detrimental to the interests  of the Association and are contrary to Association Policy. 

Section 2.  Officers, directors, members, or employees who participate in conduct which the Board by a 2/3 majority vote, determines to be contrary to the Association’s antitrust compliance policy shall be subject to disciplinary measures, up to an including termination of membership or employment.

CONSTITUTION 

Article 1.                Name 

The name of the Association shall be “Professional Photographers Association of Rhode Island: (PPARI). 

Article 2.                 Purpose 

PPARI is a nonprofit association dedicated to advance photography in all of its branches, both as an art and as a profession; to educate, to create, foster, promote and maintain cordial relations, cooperation and  interchange of thought and opinion freely among its members; to foster the practical benefits to be derived from personal acquaintances  and the discussion of subjects having to do with photography.  

Article 3.                Code of Conduct 

Section 1.  I, having been accepted into membership in the Professional Photographers Association of Rhode Island, do hereby subscribe without reservation to this Code of Conduct, and do solemnly agree that:

A.  I will endeavor to enhance and enable the status of the photographic profession by maintaining a dignity of manner in my behavior, in the presentation of my photography and photographic services, in the appearance of my studio or place of business, and all other forms of public contact.  

B.  I will observe the highest standards of honesty in all my transactions, avoiding false titles, confusing or inaccurate technical terms or description and misleading terms or claims.

C. I will at all times endeavor to produce only those types of photographs and photographic services that will enhance the prestige of my profession, to apply my best efforts in behalf of the public, and play my part in raising the general standard of photographic craftsmanship.

D. I will show a friendly spirit of cooperation with my fellow photographers and assist when ever possible should they be in trouble or difficulty.

E. I will at all times avoid the use of unfair competitive practices. 

F. I will assist and give my knowledge to the members of my profession and will encourage them individually and collectively, so that the quality of photography may constantly be raised to higher standards. 

G.  In all matters relating to the interpretation of the code, I will recognize the authority of PPARI.

H.  I have read and accepted the attached Constitution and Bylaws of the PPARI.  In witness thereof I hereunto append my signature to this ________day ________of 200__.  

Section 2.   The Code of Conduct shall be prominently incorporated with and shall be a formal part of every application for Active and Associate Membership and shall be signed by hand, in ink, by each applicant, such signature to be in addition to the customary writing or printing of the applicant’s name on the application form. 

Section 3.  An application for Active or Associate Membership shall not be accepted nor services or privileges accorded to any applicant unless or until the Code of Conduct has been signed.  

Section 4. All original applications for Active or Associate Membership, together with their accompanying signed copies of the Code of Conduct, shall be retained in a permanent alphabetical file by the Secretary of the Association. 

ARTICLE 4.                MEMBERSHIP 

The membership of this Association shall consist of the following classes.  All classes have voting privileges unless noted otherwise. 

Section 1.   Active Membership shall be extended to all professional persons of ethical standards, be they studio owners or employees, and whose place of business is in Rhode Island or any of the neighboring New England states, who has a portion of their income derived by the profession of photography. 

Section 2.  Student Membership shall be accorded to any individual who is a full time student at an accredited school.  A student  member cannot hold office or serve on the Board of Directors.  However, a Student Member may serve on committees, participate in print competition, earn student awards, and attend all seminars and conventions. 

Section 3.  Service Membership will be extended to any individual offering services to the photographic profession, or a recognized dealer in photographic equipment or supplies.  A Service Member may not hold the offices of President, 1^st Vice President, 2^nd Vice President, Secretary, or Treasurer, but  may be elected to the Board of Directors, and will have the same voting powers as any member of the Board of Directors. A Service Member may not serve on the Board of Directors for more than one (two year consecutive term; but that Service Member may be reelected to the Board after an interruption of a full term.

Section 4.  Honorary membership will be extended to distinguished persons who by reason of their outstanding services to the Association or photography, the Association wishes to reward.  Honorary members shall be nominated by the President and confirmed by the Board of Directors.  Honorary members shall enjoy all the privileges of active membership, except the right to vote or hold any office.

Section 5.  Lifetime membership shall be extended to any member who by reason of their outstanding  and dedicated services to the Association wishes to reward.  Lifetime members shall be approved by  the Board of Directors at the suggestion of any member of the Association.  Lifetime members shall enjoy all the privileges of active membership.