THE BY-LAWS OF THE PROFESSIONAL PHOTOGRAPHERS OF SOUTHWEST FLORIDA, INC. BY-LAWS. Code of Conduct, Violations of, & Power to Take Disciplinary Action

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1 THE BY-LAWS OF THE PROFESSIONAL PHOTOGRAPHERS OF SOUTHWEST FLORIDA, INC. BY-LAWS INDEX ARTICLE I ARTICLE II ARTICLE III ARTICLE IV ARTICLE V ARTICLE VI ARTICLE VII ARTICLE VIII ARTICLE IX ARTICLE X ARTICLE XI ARTICLE XII Name & Location Objectives Membership Officers Board of Directors Control & Management Meetings Committees Code of Conduct, Violations of, & Power to Take Disciplinary Action Rules of Order Corporate Seal Amendments INDEX R-l Grievance Procedures R-2 Attendance of Non-members RULES AND REGULATIONS ARTICLE I NAME & LOCATION A. NAME & LOCATION - The name of this association shall be the Professional Photographers of Southwest Florida, Incorporated, and the permanent address shall be designated by the Board of Directors. 1. The organization may, after the publishing in the newsletter for two months and by a majority vote of the Active Members, change its name. ARTICLE II OBJECTIVES A. OBJECTIVES - To fulfill its purposes as detailed in the Articles of Incorporation, the Corporation establishes as its objectives: 1. The dedication to [sic scientific] learning, research and instruction in connection with the art, science and profession of photography. 2. The education of its membership. 3. The informing of the public as to the standards of professional photography. 4 The elevation of both professional and ethical standards. 5. The creation, fostering, promotion, and maintenance of cordial relations, cooperation and interchange of thoughts and opinions freely among its members and with the community in order to advance photography in all its branches. 6. The promotion of all things which may be of practical benefit to the profession, which may include: a. Supporting legislation favorable to and the opposition to legislation unfavorable or prejudicial to the interests of professional photographers; b. The fostering of practical benefits derived from personal networking and the discussion of subjects having to do with photography; c. The cooperation with and fostering of other organizations which may be striving to accomplish similar purposes. Page 1 of 8 UPDATED 4/9/13

2 B. PUBLICATIONS The Board of Directors shall be empowered to designate the official publication of the Corporation. Such publication must be one whose circulation encompasses the entire membership. ARTICLE III MEMBERSHIP A. MEMBERSHIP - Membership in this association shall be open to all who subscribe to the Code of Conduct of the Professional Photographers of Southwest Florida, Inc., and who shall be actively engaged in photography, whether as self-employed, employees, or as students in school of photography or retired photographers. The membership of this corporation shall consist of such individuals, firms, partnerships, corporations or institutions as may be eligible as described herein. 1. MEMBERSHIP CATEGORIES There shall be eight (4) categories of membership : a. Active Membership (1) Active Membership shall be extended to individuals who: (a) Are residents of Florida; (b) Are employed in the State of Florida; (c) Are actively engaged in the profession of photography - as photographer and/or digital artist; (d) Derive a substantial portion of their income from such photographic activities, and; (e) Are at least 18 years of age. (2) Active members shall have the right to hold office in the Corporation and vote with respect to its affairs. An applicant for Active Membership must submit a completed application form, which includes: (a) Their signature on the Code of Ethics; (b) A photocopy of the Florida Sales Tax Certificate of the applicant s business; (c) A photocopy of the applicant s city and/or county licenses, and; (d) Applicant may submit (3) 8x10 s of their work. b: Associate Member (1) Associate membership shall be limited to individuals who are: (a) Residents of Florida; (b) Employed in the State of Florida, and; (c) Employed by corporations, partnerships or individuals engaged in the photography profession. (2) Associate members have no voting rights and may not hold office in the Corporation, but are entitled to all other activities and benefits of the Corporation. c: Apprentice Member (1) Apprentice membership shall be limited to individuals who are: (a) Residents of Florida; (b) Employed in the State of Florida, and; (c) Employed by corporations, partnerships or individuals engaged in the photography profession. (2) Apprentice members have no voting rights and may not hold office in the Corporation, but are entitled to all other activities and benefits of the Corporation. d. Advertising Membership Page 2 of 8 UPDATED 4/9/13

3 (1) An Individual Service Member is one who offers service to professional photographers. (2) Service Individuals have no voting rights and may not hold office in the Corporation, but are entitled to all other activities and benefits of the Corporation. e. Honorary Life Membership (1) This membership shall be limited to such individuals who the Board of Directors shall determine have performed outstanding service to photography in general and to The Professional Photographers of Southwest Florida, Inc. in particular, and who are elected to such membership by the Board of Directors. Nominations for Honorary Life Membership must be made at two consecutive Board Meetings before final approval. (2) Honorary Life members shall have the same rights as Active Members. (3) Honorary Life members will not be required to pay dues. 2. ENTITLEMENT & ELIGIBILITY - Members shall be entitled to such services and privileges as shall be decided upon by the Board of Directors, not inconsistent with it s Charter. In the event of uncertainty as to membership eligibility of an applicant, or of membership category, the action of the Board of Directors shall be conclusive. 3. APPROVAL - All applicants names will be published in monthly communications. Members will have 30 days to object to the Board concerning any new applicant, otherwise the membership of the applicant will automatically be accepted upon approval of the Board of Directors. 4. DUES a. The Board of Directors shall determine the manner of payment and the amount of annual dues of all types of memberships. b. The fiscal year shall be determined by the Board of Directors. ARTICLE IV OFFICERS A. OFFICERS - The officers of the Corporation shall be the President, Vice-President, Secretary and Treasurer who shall hold office for a term of one year but shall not exceed two consecutive terms. B. ELECTIONS - A regular meeting of the Board of Directors shall be held immediately following their election for the purpose of electing officers. C. DUTIES OF THE PRESIDENT 1. The President shall preside at all membership meetings. 2. He/she shall by virtue of the office be Chairperson of the Board of Directors. 3. He/she shall present at each annual meeting a annual report of the work of the organization. 4. He/she shall appoint all committees temporary or permanent. 5. He/she shall see that all books, reports and certificates as required by law are properly kept or filed. 6. He/she shall be one of the officers who may sign checks or drafts. 7. He/she shall have such powers as may be reasonably construed as belonging to the chief executive of any organization. 8. He/she may serve as an advisor to the Board of Directors upon completion of his/her term for one year. D. DUTIES OF THE VICE-PRESIDENT 1. The Vice-President shall in the event of the absence or inability of the President to exercise his/her office become acting President of the organization with all rights, privileges and powers as if he/she had been duly elected President. Page 3 of 8 UPDATED 4/9/13

4 2. He/she may serve as program director. 3. He/she may be one of the officers who may sign checks or drafts. E. DUTIES OF THE SECRETARY 1. The Secretary shall keep the minutes and records of the organization in appropriate books. 2. He/she may serve all notices to the membership. 3. He/she shall be the official custodian of the records and seal of the Corporation. 4. He/she shall be one of the officers who may sign checks or drafts in the absence of the President or Vice- President. 5. He/she shall submit to the Board of Directors any communications that shall be addressed to him/her as Secretary of the organization. F. TREASURER 1. The Treasurer shall have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies or securities. 2. He/she must be one of the officers who shall sign checks or drafts. No special fund may be set aside that will make it unnecessary for the Treasurer to sign the checks issued upon it. 3. He/she shall at the end of his/her term render to the Board of Directors a written account of all the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting. 4. He/she shall exercise all duties incident to the office of the Treasurer. NOTE: State merits for serving as an Officer or as a member of the Board of Directors shall be determined by FPP. ARTICLE V BOARD OF DIRECTORS The business of the organization shall be managed by a Board of Directors, consisting of seven members, including the officers of this organization. The positions on the Board in addition to the officers are as follows: A. 2nd VICE PRESIDENT: In the event of the absence or inability of the President or Vice President to exercise his office the 2nd Vice President shall become acting President of the organization with all rights, privileges and powers as if he/she had been duly elected he/she shall also serve as assistant to the Vice President as assistant Program Director. B. SARGENT OF ARMS: He/she shall monitor entry to all meetings and greet guests and Speaker/Judges and offer to assist in set up. C. ADVISOR: He/she shall be available for other officers with excess duties and act as liaison between committees and Board of Directors. ARTICLE VI CONTROL & MANAGEMENT A. AFFAIRS & BUSINESS - The property, affairs, and business of the Corporation shall be vested in a Board of Directors. The members of said Board shall be qualified and duly elected by the membership. B. CONTROL - The Board of Directors shall have control of and manage the affairs of the Corporation, with authority to: 1. Establish and maintain rules and regulations to be known as Rules and Regulations of the Professional Photographers of Southwest Florida, Inc.; 2. Engage assistance; 3. Fix salaries; Page 4 of 8 UPDATED 4/9/13

5 4. And, to do anything necessary and desirable in the conduct of the business of the Corporation in accordance with the by-laws and Rules and Regulations. C. COMPOSITION 1. COMPOSITION -- The Board of Directors shall be composed of seven Active Members of the Corporation who shall be elected by ballot to serve a term of three years. No Director shall be elected to serve more than two consecutive terms. 2. NOMINATING COMMITTEE A nominating committee appointed by the President shall present its nominations for ejection to the Board of Directors for approval. 3. NOMINATIONS - Nominations for the Board of Directors also may be made by active members from the floor at the Annual Meeting of the Corporation. 4. ELECTIONS - The Board of Directors shall be elected in October by the general membership and the officers shall be elected from the Board of Directors. The Directors shall serve for a term of three years and may serve two consecutive full terms. The officers shall serve for a period of one year and not more than two consecutive full terms. Board of Directors term will commence on January 1st and run through December 31st. Elections to the Board of Directors shall be by a majority vote of the active membership. 5. BOARD MEETINGS - The Board of Directors shall meet a minimum of four times per year at a location designated by the President. 6. SPECIAL MEETINGS - The President may, when he/she deems it necessary or the Secretary shall, at the request in writing of the majority of the Board Members, issue a call for a special meeting of the Board of Directors. Five days notice in writing shall be required for such special meetings. 7. QUORUM - A majority of the Board of Directors shall constitute a quorum for the election of officers and all other business or purposes not otherwise provided herein. In the absence of the President, the Vice- President shall preside; in the absence of the President and Vice-President, the Secretary/Treasurer shall preside; otherwise, the members present shall choose a chairman for the meeting. 8. ABSENCE - Any member of the Board of Directors who expects to be absent from a meeting shall send a communication in advance to the President or Secretary stating the reason for their absence, and the President or duly appointed chairperson in attendance shall decide in each instance whether or not such absence is excused. In the event there are three unexcused absences on the part of any member of the Board of Directors, his/her position on the Board shall be declared vacant. 9. VACANCIES - Any vacancies that may occur on the Board of Directors for any reason may be filled by appointment of the Board of Director for the unexpired term. ARTICLE VII MEETINGS A. ANNUAL MEETING - There shall be an Annual Meeting of the Corporation. Written notice of such meetings shall be sent to each member of the Corporation at least 30 days prior to the meeting. B. REGULAR MEETINGS - Regular meetings of this organization shall be held on the third Tuesday of each month, unless otherwise stated in monthly communications. The presence of not less than 25% of the membership shall constitute a quorum and shall be necessary to conduct the business of the organization. C. SPECIAL MEETINGS - Special Meetings of the Corporation may be called by the Board of Directors. Notice of any special meeting shall be given to the members 10 days in advance with a statement of time, place and purpose of the meeting. Page 5 of 8 UPDATED 4/9/13

6 D. QUORUM - Twenty-five percent of the active membership in good standing shall constitute a quorum at any general membership meeting. E. VOTING - Voting shall be by voice vote unless the President or Chairman deems it necessary to vote by raising of hands or ballot. Voting for Board of Directors will always be by ballot. F. FEES & CHARGES - The Board of Directors shall determine the manner of payment and the amount to be paid for regular meetings, registration fees, Banquet tickets, and other service charges as necessary. ARTICLE VIII COMMITTEES A. COMMITTEE APPOINTMENTS - The President shall appoint all committee chairperson and shall do so at the discretion of the Board of Directors. B. GRIEVANCE COMMITTEE - The Grievance Committee is a committee of five. The committee will consist of: 1. One member of the Board of Directors 2. One member of the Ethics Committee. 3. One member for the general membership of SWFPP. 4. Two citizens at large. C. ETHICS COMMITTEE - The Ethics Committee is a committee of five active members. D. HEARING COMMITTEE -- The Hearing Committee shall consist of no more than three members of the Ethics Committee. E. OTHER COMMITTEES - Other committees will be appointed as needed. ARTICLE IX CODE OF CONDUCT, VIOLATIONS OF AND POWER TO TAKE DISCIPLINARY ACTION A. After a hearing as detailed in Section R-1 of the Rules and Regulations the Board of Directors may take disciplinary action against any member for violations of duties of membership as described in the Code of Ethics contained in the Code of Conduct below, or upon a member having pled guilty or having been convicted, adjudged, or otherwise recorded as guilty, or adjudication withheld, by any court of competent jurisdiction, of a felony or misdemeanor involving moral turpitude. The manner of initiating a hearing and the nature of discipline is detailed and defined in Section R-1, Rules and Regulations. B. CODE OF CONDUCT 1. All applicants for membership shall read the Code of Ethics as it appears below, and the applicant agrees to abide by these, as attested to by his/her signature on the Membership Application. 2. CODE OF ETHICS - Conduct to be subscribed by the members shall be as follows: I, as a requirement for admission to and retention of membership and participation in Professional Photographers of Southwest Florida, Inc., agree to strive at all times to upgrade and improve my knowledge and skill of professional photography, marketing and related areas. In my dealings with users of photography and the general public, I will: a. Strive to present all photographic services in surroundings and in a manner which will enhance the prestige of the profession. b. Deal with all users of photography and the public with honesty and integrity. c. I will encourage members of my profession in our pursuit of excellence. Page 6 of 8 UPDATED 4/9/13

7 d. I will show respect and a friendly spirit of cooperation with my fellow professional photographers and assist in time of need. In all matters relating to the interpretation of this Code I will recognize the authority of Professional Photographers of Southwest Florida, Inc., and agree to hold harmless the Board of Directors in any decision made on behalf of the Corporation. ARTICLE X RULES OF ORDER In all questions of parliamentary practice not covered by these by-laws, Roberts Rules of Order shall prevail. ARTICLE XI CORPORATE SEAL The Corporation shall have a seal of such design as adopted by the Board of Directors. The seal shall be kept in the custody of the Secretary. ARTICLE XII AMENDMENTS An active member to the Board of Directors must submit requests for amendments or revisions to the bylaws in writing. The request will be published in the next available newsletter for two consecutive months, and voted upon at the next regular meeting by all voting members present or by proxy. A majority vote will be needed for passage. RULES AND REGULATIONS The following Rules and Regulations are the rules of the Corporation established and amended by the Corporation, its officer, directors and members. The Board of Directors is authorized and empowered in its by-laws to maintain these Rules and Regulations, changing them as times and conditions dictate in the best interests of the Professional Photographers of Southwest Florida, Inc., and the members. R-1 GRIEVANCE PROCEDURES A. DUTIES OF MEMBERSHIP - Members of the Professional Photographers of Southwest Florida, Inc., agree to abide by Code of Ethics and all by-laws. B. POWER TO TAKE DISCIPLINARY ACTION - After a hearing, the grievance committee may take disciplinary action against any member for violating the Code of Ethics and/or by-laws. C. MANNER OF INITIATING A COMPLAINT 1. Any person, member or non-member, having reason to believe that a member of PPSWF is guilty of any conduct subject to disciplinary action, may file a complaint in writing to: President of the Corporation, Chairman of the Ethics Committee, any member of the Board of Directors or Ethics Committee. The complaint shall be dated and signed by the complainant and must state the facts on which the complaint is based. The complaint must be made with 6 months. 2. Any written complaint will be given to the Ethics Committee Chairman within 14 days. (If the complaint is against the Ethics Committee Chairman then the complaint will be given to the President of the Corporation). The Chairman will review the complaint and determine whether to: (1) dismiss the complaint as unworthy of further consideration (2) initiate a committee to investigate in detail all facts presented. At the time the Chairman decides the complaint has merit he must immediately send a copy of the complaint to the party the complaint is filed against and request that the party respond within 14 days with Page 7 of 8 UPDATED 4/9/13

8 their rebuttal. D. HEARING COMMITTEE Shall consist of no more than three members of the Ethics Committee. None of the members shall have any conflict of interest with either party involved in the complaint. If a member may have a conflict then he/she should point this out to the Chairman immediately. The function of this committee is to investigate fully all the facts. Once all the facts presented have been weighed the committee will determine the validity and substance of the complaint. E. BOARD OF DIRECTORS The representative from the Hearing Committee submits to the Board of Directors a summary of their findings. The Board of Directors will determine any disciplinary action against the member. F. GRIEVANCE If the party the complaint is against feels that the outcome was not just he may request in writing to the Board of Directors an appeal. Upon receipt of the request for appeal a grievance committee will be established to review all facts. G. GRIEVANCE COMMITTEE The Grievance Committee is a committee of five. The committee will consist of: 1. one member of the Board of Directors 2. one member of the Ethics Committee 3. one member from the active membership of PPSWF 4. two citizens at large After hearing all facts on the case the Grievance Committee will decide if the Hearing Committee s recommendations were warranted. If the Grievance Committee feels that the recommendations were not warranted, then they will give their decision as to appropriate action. The Grievance Committees decision will be final. H. NATURE OF DISCIPLINE - Disciplinary action may consist of one of the following: 1. Letter of Censure to member, with copy in file. 2. Suspension of membership for a period of time not to exceed one year. 3. Expulsion from membership. 4. Any discipline imposed may be suspended and member placed on probation for a period not to exceed one year. At any time if an agreement can be reached where all parties are happy then the process can stop. I. COMPLAINTS AGAINST NON-MEMBERS - Complaints filed against non-members will be handled on an individual case. An attempt should be made to meet with the individual and advise them of the complaint and see IF it can be resolved on an informal basis. Copies of all complaints should be kept on file. R-2 ATTENDANCE OF NON-MEMBERS A. PHOTOGRAPHERS/ DIGITAL ARTISTS To encourage membership, photographers/ digital artists will be allowed to attend up to two monthly meetings before they must join. B. SPOUSE/FRIEND/RELATIVE - These individuals will be allowed to attend unlimited monthly meetings strictly as a social event as guest of members at the membership rate. Page 8 of 8 UPDATED 4/9/13