Professional Photographers of Orange County
BY-LAWS & RULES
OBJECTS AND PURPOSES
1.0 Objects and Purposes
1.1 The objects and purposes of the Professional Photographers of Orange County (here in after the association)shall be the advancement and promotion of Professional Photography. Theassociation shall accomplish these objects and purposes through the promotion ofeducation, fosteringcooperation among its members, and encouragingthe free exchange of information, assistance, thoughtsand opinion among its membership. This association shall provide the medium through which the membership may pursue any lawful act or activity for which a corporation may be organized under the general corporation laws of the State of California. This Association shall subscribe to a code of ethics, through which professionalism shall be encouraged and maintained.
FISCAL YEAR AND ANNIVERSARY DATE
2.0 Fiscal Year and Anniversary Date
2.1 The fiscal year of the association shall be January 1 through December 31 of each calendar year.
2.2 The anniversary date of all members of the association shall be one year from the date of membership
3.1 The membership of the association shall consist of such individuals, firms, organizations or institutions as may be eligible under the various divisions and classifications as described in this article, and whose membership applications are approved by proper action of the Board of Directors of the association.
3.1.1 Upon receipt of application and paid dues, the Board of Directors will vote on each new applicant.
3.2 Members shall be entitled to such services and privileges as shall be determined for their various divisions and classifications by proper actions of the Board of Directors of the association.
3.3 All potential candidates for membership in the associations must attend a meeting of the Board of Directors of the association for the purposes of introduction and assessment of qualifications for membership.
3.4 Annual membership dues as set by the Board of Directors of this association are due and payable on the members anniversary date. Any member who is more than 30 days past due in his/her renewal will be considered a non-member, and all privileges of membership will be suspended.
3.5 Members who have been suspended because of delinquent dues must reapply for membership before the Board of Directors of the association following new membership criteria as stated in Part D, Section 4.
CLASSIFICATIONS AND QUALIFICATIONS
4.0 Membership Organization
4.1 There shall be four (4)divisions of membership in the association, Professional Active, Honorary, Aspiring and Sustainingin theAssociation.
4.2 There maybe various classifications under each division of membership of this Association.
4.3 Classification shall be established by proper action of the Board of Directors of the association.
5.0.0 Membership Qualifications - Professional Active Division
5.1 Active Membership (professional membership)
5.1.1 An Active Member shall be an individual who is available for photo assignments on a regular business basis, and who satisfies the Federal, State, and local statutes for the operation of a photography business.
5.2 Honorary (Life) Membership
5.2.1 Honorary membership shall be by unanimous action of the Board of Directors, conferred upon an individual for outstanding service to the photographic profession or to the association.
5.2.2 An Honorary membership may be either for a fixed term or for the life of the individual.
5.2.3 Honorary members shall enjoy all privileges of the association, except holding office, and shall be without liability.
5.3.1 An AspiringMember shall be an individual who derives income from some phase of photography, and who is aspiring to qualify for active membership
5.3.2 The AspiringMember has a maximum of two (2) years to meet the requirements of Active membership. At the end of the second year as an AspiringMember, he/she must apply for active membership to the Board of Directorsor he/she will be dropped from theassociation.
5.3.3 AspiringMember shall neitherhave the privilege of voting, nor the right to act as proxy.
5.4 Sustaining Member
5.4.1 Sustaining Member shall be manufacturer, photographic equipment and supplies, publishers of photographic images, distributors/wholesalers of photographic equipment or firms providing services to the photographic profession, e.g. lawyers, law firms, accountants, accounting firms, insurance brokers/agents.
5.4.2 Sustaining Members which comprise legal entities, e.g. corporations, partnerships, limited liability companies shall have the right to designate four (4) responsible individuals to represent the entityin the association.
5.4.3 Sustaining Membersshall neither have the privilege of voting, nor the right to act as proxy.
5.4.4 Sustaining Members who are individuals may also hold an active membership in the association
MEETINGS OF MEMBERS
6.0 Annual Business Meeting
6.1 Annual Business Meeting of the members of the association shall be held at such time and place as may be designated by the Board of Directors of the association.
6.2 Regular Membership Meetings - The regular meetings of the members of the association shall be held at such time and place as may be designated by the Board of Directors of the association.
7.0 Special Meetings
7.1 Special meetings of the members of the association, for any purpose whatsoever, may be called at any time by the President of by the Board of Directors of the association.
7.2 Specialmeetings must be held afterless than five (5) days notice, given by the Secretary to each member of the association, notice shall state the time and place of the meeting and shall contain a general statement of the business proposed to be transacted at such meeting.
8.1 The presence, in person or by proxy, of a simple majority of the Active members at any meeting shall constitute a quorum for the transaction of business.
8.2 Unless otherwise stated, a majority shall constitute 51% of the voting-qualified members.
9.0 Electronic voting.
9.1 Every person entitled to vote shall complete an electronic official ballot provided by the Secretary of the association. All voting members must complete the ballot and return the ballot via email or ground mail within 15 days of receiving the ballot
PART F -
BOARD OF DIRECTORS
10.0 Number of Board Members
10.1 The Board of Directors shall consist of seven (7)members
10.2 Three(3) directors shall be elected on even numbered years and three(3) directors shall be elected on odd numbered years.
10.3 Each director shall serve a two (2) year term of office.
10.4 The immediate past president shall be the seventh member of the Board of Directors without being elected, for the term of the incumbent president. The past president will be a voting member of the board as Chairman of the Board.
10.5 Should the incumbent president be elected for a second term, the Board of Directors shall appoint a Past President as the seventh member and Chairman of the Board
11.1 Active members only shall be eligible to become directors and officers of the association.
11.2 No more than two (2) individuals from the same studio, firm, corporation, partnership or limited liability company may serve as a director or officer of the association concurrently.
11.3 All prospective nominees for director or officer of this Association shall bea member of the association for no less than six (6) months prior to the date of balloting to be considered eligible.
11.4 A nominee that does not meet the requirement of section 12.3 of this article may be considered eligible providing he/she is currently, and has been for a period of one (1) year prior to the date of balloting, a member, in good standing, of either the Professional Photographer of California, Inc. or The Professional Photographers of America, Inc.
12.1 Vacancies occurring in the Board of Directors during the term may be filled by an active member by a majority vote of the remaining members of the Board of Directors.
12.2 Any Board member may resign at any time by giving written notice to the Secretary, or President, or the Board of Directors of the association.
12.3 21.3 Any member of the Board of Directors who is absent from three (3) regular board meetings in a six (6) month period, shall be notified, in writing, advising them of their situation. The recipient of the letter must respond in writing as to their intent to continue or not. An Active member may be appointed by the Board of Directors. Any member thus dismissed shall remain in good standing, providing dues are up to date, but shall be relieved of all official duties on the board.
13.0 Regular Meetings of the Board of Directors
13.1 The regular meeting of the Board of Directors shall be held at such time and place as may be designated by the Board of Directors.
13.2 All such meetings shall be open to the general membership of this Association.
14.0 Special Meetings of the Board of Directors
14.1 Special meetings of the Board of Directors may be called by the President upon not less than twenty-four (24) hours notice
14.2 All specialmeetings of the Board of Directors shall be open to the general membership of the association.
15.1 A Quorum of the directors may adjourn anydirectors meeting.
15.2 In absence of a quorum, the directors present at any Board of Directors meeting must immediately adjourn the meeting, and note the meeting and its adjournment in the corporate minutes.
15.3 If during the meeting enough directors leave creatingless than a quorum, no further business may be conducted, and the meeting must be immediately adjourned with the adjournment noted in the meeting minutes.
16.0 Compensation of Directors
16.1 Directors shall not receive any salary or fees for their service as directors.
17.0 Liability of Directors-
17.1 Each director and officer, whether or not then in office, shall be indemnified by the association against all liabilities, cost and expenses reasonably incurred by or imposed upon him/her in connection with or arising from action, suit or proceeding in which he/she may be involved or to which he/she may be made a party by reason of his/her being or having been a director or officer of the association.
17.2 Such expenses to include the cost of reasonable settlement approved by the Board of Directors (other than amounts paid to the association) made with a view to curtailment of cost of litigation.
17.3 The association shall not, however, indemnify such director or officer with respect to matter as to which he/she shall be finally adjudged in any action, suit or proceeding to have been grossly negligent or acting outside the scope his/her duty as such director or officer.
18.0 Powers of the Board of Directors
18.1 The powers, business and affairs of the association shall be exercised, by or under the authority of the Board of Directors of the association.
18.2 The Board of Directors of the association shall have the following powers:
a. To select and remove all or any officer, agent or employee of this Association, prescribe such powers and duties for them, fix their compensation, and require from them faithful performance of their duties.
b. Toconduct, manage and control the affairs and business of this Association, and to make such rules and regulations as they may deem just and proper.
c. To borrow money and incur indebtedness for the purposes of this Association.
d. To change the principal office for the transaction of the business of this Association, to adopt, make and use an Association Seal, and to prescribe the forms of certificates of membership, and to alter the form of such seal and of such certificates.
e. Toadopt and amend Standing Rules by majority vote of the Board of Directors of the association.
OFFICES AND OFFICERS
19.1 At the discretion of the Board of Directors, the association may also have one (1) or more Additional Vice President(s), one (1) or more Assistant Secretaries, one (1) or more Assistant Treasurer, and such other officer as may be appointed in accordance with the provisions of sections 20.7of this article.
20.1.1 The President of the association shall be the Chief Executive Officer of the association and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the association.
20.1.2 He/She shall preside at all meetings and in the absence of the Chairman of the Board, or if there be none, at all the meetings of the Board of Directors.
20.1.3 He/She shall be ex-officio member of all standing committees, including the executive committee, if any, and shall have the general powers and duties as may be prescribed by the Board of Directors, By-Laws and the Standing Rules of the association.
20.1.4 The President of the association shall be subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such and officer.
20.2 Vice President(s)
20.2.1 The Vice President(s), in order of their ranks as fixed by the Board of Directors, shall perform all the duties of the President of the association when the President in his/her absence.
20.2.2 When acting so, the Vice President(s) shall have all the powers of and be subject to all the restrictions of the President of the association.
20.2.3 The Vice President(s) shall assume the duties of the President only in the event of grave illness, mental incapacity, resignation, death, unavailability via all known forms of communication, or appointment by the President or the Board of Directors of the association.
20.2.4 If the Vice Presidents are not ranked, the Board of Directors of the association shall designate the order in which such Vice Presidents shall assume the duties prescribed for them respectively.
20.2.5 The Vice President(s) shall have such other powers and duties as may be prescribed for them respectively by the Board of Directors, the By-Laws, and the Standing Rules of theassociation.
20.3.1 The Secretary will be responsible for recording the minutes of Board Meetings and handle all correspondence.
20.3.2 TheSecretary shall keep the Seal of the association in safe custody, and will have other such powers and perform such other duties as may be prescribed by the Board of Directors, the By-Laws, and the Standing Rules of the association.
20.4.1 The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the association.
20.4.2 This shall include, but not be limited to, accounts of assets, liabilities, receipts, disbursements, gains and losses.
20.4.3 The books of the account shall at all times be open to inspection of any director(s).
20.4.4 The Treasurer shall deposit all monies and other valuables in the name and to the credit of the association with such depositories as may be designated by the Board of Directors of the association.
20.4.5 The Treasurer shall disburse the funds of the association as may be ordered by the Board of Directors, and shall render to the President and the Directors, whenever they request it, an account of all of his/her transactions as Treasurer of theassociation and of the financial condition of the association, and shall have such powers and perform such other duties as may be prescribed by the Board of Directors, the By-Laws, and the Standing Rules of this association.
20.5 Chairman of the Board/Parliamentarian
20.5.1 The Parliamentarian canbe the Past President/Chairman of the Board and will assist the President in the orderly direction of the meetings, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors, By-Laws, and the Standing Rules of the association. In the event no chairman of the board, a parliamentarian will be appointed by the board of directors and must be a past president and not necessarily the immediate past president.
20.6 Other Officers
20.6.1 The Board of Directors may appoint such other officers as the business of this Association requires.
20.6.2 The Board of Directors may appoint a replacement officer to fill a
Vacancy created in the middle of an officer’s term without a vote by the voting members.
20.6.3 Each shall hold office for such period, have such authority, and perform such duties as are provided for in the By-Laws or may be determined by the Board of Directors and the Standing Rules of the association.
20.6.4 Each replacement officer shall hold office for the remaining term of the office to which he/she has been appointed, and perform such duties as provided for in the By-Laws or may be determined by the Board of Directors and the Standing Rules of the association.
20.7 Appointment of Officers
20.7.1 The officers of the association except such officers as may be appointed in accordance with the provisions of section 20.7shall be chosen annually by the Board of Directors.
20.7.2 Each officer shall hold his/her office until he/she shall resign or shall be removed or otherwise disqualified to serve, or his/her successor shall be elected, qualified, and assumes the office.
21.1 Any officer may be removed from office by a two-thirds (2/3) vote of theBoard of Directors at any time, at any regular or special meeting of the Board.
21.2 Any officer may resign at any time by giving written notice to the Secretary, or President, or the Board of Directors of the association.
21.3 Any member of the Board of Directors who is absent from three (3) regular board meetings in a six (6) month period, shall be notified, in writing, advising them of their situation. The recipient of the letter must respond in writing, within 7 days, as to their intent to continue or not. An Active member may be appointed by the Board of Directors. Any member thus dismissed shall remain in good standing, providing dues are up to date, but shall be relieved of all official duties on the board.
22.1 A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in the By-Laws for regular appointments to such office as prescribed in section 236 and section 20.7 above.
23.0 Nominations and Elections
23.1 The board of directors will appoint a nomination committee. This committee is made up of 3 past presidents.
23.2 The committee will present a nomination slate to Board of Directors at the September meeting of the Board of Directors.
23.3 The slate of nominations will be presented to membership via electronic mail. Additional nominations from the membership will be accepted once the membership has received the slate via electronic mail. Nominations will also be accepted at the October general membership meeting.
23.5 The election ballot will be sent by the secretary of association to general membership no later than October 31st. The general membership will have 15 days to complete the ballot and return it to Secretary of the Association.
23.6 The results of the election will announced via electronic email no later than December 1st.
24.0 Authority to Provide
24.1 The Board of Directors shall have authority to provide certificates of membership or insignia representing membership in the association.
25.0 Transferability of Certificates
25.1 Certificates of membership shall be non-transferable.
26.1 Certificates of membership shall state on their face the name of the member and calendar year for which it is valid and shall be signed by the President and the Secretary.
27.0 Property of Certificates
27.1 Membership certificates shall, at all times, remain the property of the association and shall be returned by the member to whom it was issued upon the resignation, cancellation, or termination of his/her membership.
28.0 Authority to Provide and Use
28.1 The Board of Directors shall provide a suitable seal containing the name of the association, and the words, ‘INCORPORATED 1974, CALIFORNIA’ or other appropriate words.
28.2 Such seal shall be in the charge of the Secretary, to be used as directed by the board of Directors of the association.
29.0 Association Books
29.1 The membership roster, books of account, and the minutes of proceedings of the Board of Directors shall be open to inspection upon the written request of any member, in good standing, at any reasonable time, and for a purpose reasonable related to his/her interests as a member of the association.
29.2 Such inspection may be made in person or by any agent or attorney, whose authority shall appear in writing and personally served upon the President or Secretary of theassociation.
30.0 Checks and Drafts
30.1 All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness, issued in the name of, or payable to, the association, shall be signed or endorsed by such person or persons and in such manner as shall be determined by resolution of the Board of Directors.
31.0 Authority of Officers
31.1 The Board of Directors may authorize any officer or officers, agent or agents, to enter into contract or execute any instrument in the name of and on behalf of the association and such authority may be general or confined to specific instances.
31.2 Unless so authorized, no officer, agent, member, or employee shall have any power or authority to bind the association by any contract or any engagement, or to pledge its credit to render it liable for any purpose or to any amount.
32.0 Custody of the By-Laws
32.1 The Secretary of the association shall retain a copy and have custody of the By-Laws and meeting minutes of the association.
AMENDING THE BY-LAWS
33.0 Amending By-Laws
33.1 New By-Laws may be adopted or the By-Laws may be amended or repealed by a vote 75% of the votes cast bythe Active members of the association.
33.2 Amendments to the By-Laws shall be voted on withinthirty (30) days after electronic notice of changes in the By-Laws has been served on the Active voting-qualified members of the association.
ASSOCIATION EMBLEM OR LOGO
34.0 Official Emblem (Logo)
34.1 The official emblem and all insignia shall be prescribed and approved by the Board of Directors.
35.0 Rights of Display
35.1 Active and Sustaining members in good standing shall have the privilege of displaying the logo of, and the registered name of, The Professional Photographer of Orange County, Inc., and the acronym "PPOC", in or upon their premises, equipment, stationery, advertising matter, or automobiles.
35.2 The emblems and insignia may be displayed only in the size, styles, and forms as authorized by the Board of Directors.
35.3 All reproduction or the emblem and insignia which are supplied to members by the association shall remain at all times the property of the association and shall be considered as having been supplied under lease with privilege use solely while the member remains in good standing, and shall be returned to the association up demand.
35.4 Violators of section 35.2 or 35.3 shall be subject to disciplinary action by the Board of Directors of the association.
36.0 Official Procedure
36.1 “SturgisRules of Order” shall be used as the official rules of procedure.
Revised March 2012