Professional Photographers of San Antonio, Inc.

BE IT ENACTED as By-Laws of the Professional Photographers of San Antonio, Inc. as follows:

ARTICLE I

Name and Main Office

The name of this organization shall be the Professional Photographers of San Antonio, Inc. and the main office of the association shall be in the City of San Antonio, County of Bexar, State of Texas, or any other place as the Directors may determine; or, as the affairs of the association may require from time to time.

ARTICLE II

Purposes

To advance photography in all its branches both as an art and a profession; to promote, foster, and maintain cordial relations, cooperation and interchange of thought and opinion freely among its members; to educate its general membership as to the many benefits to be derived from competitors helping each other improve their work; to oppose violations and infringements of the rights of professional photographers as individuals; to raise the standing of the profession in the eyes of the public; to cooperate with all agencies, departments, or organizations, either governmental or private, having to do with any phase of the profession of photography to act as a clearing house for funds collected from its members and other sources for promoting professional photography. All such purposes shall be achieved according to law. No part of the assets or earnings, if any, of this corporation shall ensure or be payable to or for the benefit of any private shareholder, or individual.

ARTICLE III

Membership

Sec. 1. Membership classifications, applications, and approval shall be in accordance with Board of Directors policy.

Sec. 2. The Board of Directors may discipline, suspend, or terminate any membership for violation of this Association's Code of Ethics or for other just cause.

Sec. 3.  The Board of Directors shall establish the amount and manner of payment of dues, fees, and other charges. 

Sec. 4. Professional Active membership shall be extended to any photographer or visual artist, studio owner, or studio manager who has been actively engaged in photography for one (1) or more years, and is dedicated to the elevation of the standards of professional photography. A Professional Active member must derive a portion of their earned income from photography and must have a Texas State Sales Tax Permit, or be employed by an institution that has one. A Professional Active member may vote, hold office, serve on committees, and represent the Association on both state and national levels.

Sec. 5.  Aspiring membership shall be extend to any individual who is interested in photography as an art or learning photography as a profession. An Aspiring member may not vote and is not eligible to hold office. Aspiring members may serve on committees.

Sec. 6.  Associate membership shall be extended to a spouse or non-photographer staff member of any qualified Professional Active or Aspiring member in good standing. An Associate member may not vote or hold office, but may serve on committees..

Sec. 7. Student membership shall be extended to full-time students preparing for a career in photography in a college, or approved vocational or technical school. Students must present proper credentials regarding school, course and instructor. A Student member may not vote or hold office, but may serve on committees.

Sec. 8. Honorary membership may be extended to an individual by unanimous vote of the Board of Directors. An Honorary member may vote, hold office, and serve on committees.

Sec. 9. Life membership may be granted to those individuals who have consistently given exceptional contributions or support to the Association over an extended period of time of not less than 25 years. The Board of Directors may, at its discretion, consider individuals who do not meet the 25 year requirement by unanimous vote. Life membership shall be automatically extended to a member who has completed his term as President of this Association. Life members may vote, hold office, serve on committees, and represent the Association on both state and national levels.. 

Sec. 10. Sustaining/Vendor/Service membership may be extended to an individual or company who supplies products or services to the photographic or visual arts industry. Sustaining/Vendor/Service members may not vote or hold office, but may serve on committees. All Life members shall enjoy all the privileges of Professional Active Membership.

ARTICLE IV

Membership Dues

Sec. 1. The Board of Directors shall have the authority to establish the monetary amount of annual dues and fees.

Sec. 2. Life and Honorary Members shall not be required to pay membership dues.

Sec. 3. Annual Dues shall be payable in advance for a period of 12 months, and shall commence from date of payment.

Sec. 4. Elected and appointed officers of this Association shall not be required to pay membership dues while holding office.

Sec. 5. Any member failing to remit his dues within 30 days after they have become due and payable shall be removed from the active membership list.

ARTICLE V

Officers

Sec. 1. The elected officers of this Association shall be a President, a Vice-President, a Treasurer, and a Secretary.

Sec. 2. The above named officers shall be elected at a business meeting to be held annually and such officers so elected shall take office January 1 or until a successor to office shall have been elected.

Sec. 3. In the case of death, resignation, or the inability to fulfill an elected office of the Association, the Board of Directors shall have the authority to fill such a vacancy as they deem necessary to enable this Association to function until the next annual election.

Sec. 4. The duties of the President shall be: to preside at all meetings of the Board of Directors; to designate the time and place of special meetings of the Board; to direct the activities of the association in a manner prescribed by the Board; to review all bills and accounts presented for payment; to act as a member ex-officio of all committees; and to perform the duties generally imposed upon a like officer of similar associations.

Sec. 5. The Vice-President shall perform the duties of the President during the President’s absence or inability to serve and, in case of vacancy in the office of President caused by death or resignation, the Vice-President shall succeed to the office of President for the unexpired term. Only members in good standing  with two (2)  years of service on the Board of Directors, either elected or appointed, are eligible to be nominated for the position of Vice President. The retiring Vice-President shall advance to the office of President, subject to approval by membership during the annual election.

Sec. 6. The Treasurer shall perform all duties customarily the responsibility of such office. He shall keep a record of the income and disbursements and shall be the custodian of the operating funds of the Association; and shall, with the approval of the Board of Directors render a report showing the financial conditions of the Association. Within ninety (90) days after the end of the fiscal year, he shall submit to the Board of Directors, a complete audit or report relating to the Association’s financial operations during the said fiscal year. If the Board so directs, the Treasurer may be required to post a bond, the cost of which shall be borne by the Association. He shall also be required to keep a complete up-to-date record of all properties owned by the Association. Only members in good standing with at least one (1) year of service as a Director At-Large or having  previously held an elected office are eligible to be nominated for the position of Treasurer.

Sec. 7. The Treasurer shall succeed to the office of the President in the case of death or the resignation of both the President and the Vice-President and in such event will fill out the unexpired term.

Sec. 8. The Secretary shall perform all duties customarily the responsibility of such office in similar organizations. He shall keep a record of minutes of all proceedings at Board meetings and General Business Meetings of the Association. He shall take care of all correspondence necessary to the operation of the Association, and shall perform other secretarial duties as the President directs. Only members in good standing  with at least one (1) year of service as a Director At-Large or having previously held an elected office are eligible to be nominated for the position of Secretary.

Sec. 9. The Secretary shall succeed to the office of the President in the event of the death, resignation, inability to serve of the President, Vice-President, and Treasurer, and in such event will fill out the unexpired term.

Sec. 10. Any elected officer may be removed from office for cause, such as but not limited to, misconduct, incompetence or inability to fulfill the duties of their office. The Board of Directors shall ask said officer to resign and should he fail to resign, he shall be removed by a three quarters vote of the Professional Active members in good standing present and voting at a general membership meeting. The membership shall be notified in writing of such a planned vote at least 72 hours prior to the meeting.

ARTICLE VI

Board of Directors

Sec. 1. There shall be a Board of Directors which shall be the governing body of the Association, composed of the elected officers of this Association,  the Chairman of the Board, the Executive Director, and appointed Directors At-Large. 

Sec. 2. The Board of Directors shall be chaired by the Chairman of the Board (Immediate Past President), who shall retain the power of voting. 

Sec. 3. An Executive Director may be appointed, suspended, or removed to/from the Board of Directors by a majority vote of the Board of Directors.

Sec. 4. Two Directors At-Large may be nominated by the President-elect, and appointed by a majority vote of the elected officers. Directors At-Large shall be a member in good standing and available to serve in any capacity as needed.  An appointed Director At-Large shall take office on January 1.

Sec. 5. Special meetings of the Board of Directors may be called by the President or by any Directors pursuant to formal notice provided to each director not less than 72 hours prior to the special meeting.

Sec. 6. A majority of the Board shall constitute a quorum for the transaction of business. 

Sec. 7. The Board of Directors, by a two-thirds majority vote at any regular or called meeting where a quorum is present, may enact, revise, amend or rescind any resolution it deems necessary for the orderly direction and conduction of the corporation’s business. Such resolutions shall have the force of law in the corporate operation.

Sec. 8. A Director At-Large may be removed from office by a majority vote of the elected officers of this Association upon showing just cause.

Sec. 9. All board positions, including elected Officers, Directors At-Large, the Chairman of the Board and the Executive Director, are elected or appointed to serve a one (1) year term. No Officer, Director At-Large or Chairman of the Board, excluding the Executive Director, shall serve more than three (3) consecutive years in any one capacity. The Executive Director may serve as many consecutive terms as determined or approved by the Board of Directors.

Sec. 11. Each member of the Board of Directors shall attend a minimum of 75% of all Board and General Membership meetings.

Sec. 10. All officers of this Association and members of the Board shall serve without compensation.

ARTICLE VII

Meetings, Conventions and Seminars

Sec. 1. Meetings may be held as designated by the Board of Directors.  Structure of meetings will be determined by the Board of Directors, but must include approval of minutes and a financial report.  General membership meetings may be scheduled no less than 14 days in advance.

Sec. 2. Weekend meetings or seminars may be held or co-sponsored at the discretion of the Board of Directors.  One convention or seminar each year shall be designated as the PPSA annual membership meeting. Notice of such annual meeting shall be provided to the membership.

Sec. 3. The attendance at any meeting scheduled 14 days in advance shall constitute a quorum.

ARTICLE VIII

Committees

Sec. 1.  The President of this Association shall appoint a nominating committee, whose duty it shall be to study qualifications of members to hold office. The committee should have as its Chairman the immediate past President of the Association, and shall consist of not less than three Active or Life members, including the Chairman of the committee. This committee shall recommend from the Active Membership the name of a Member to hold each office of President, Vice-President, the office of Treasurer, and the office of Secretary. The Chairman of the committee shall make the committee’s report of recommendations to the general membership at the business meeting or the annual meeting, and he shall close his report by making a motion that the report of the nominating committee be accepted and that all names contained in the report be placed in nomination for office.

Sec. 2. The President may appoint committees as deemed appropriate. Committees will function on an advisory basis and only within the context of its origination.

ARTICLE IX

Other Provisions

Sec. 1. The Association shall be affiliated with the Professional Photographers of America, Inc., and with the Texas Professional Photographers Association, and shall lend full support to each, and shall encourage attendance at their events in every way possible.

Sec. 2. The fiscal year of the Association shall be from January 1 to the next December 31.

Sec.  3. In all matters of parliamentary procedure not otherwise directed in these articles, “Roberts Rules of Order” shall apply.

Sec. 4. The by-laws of this Association may be review annually.

Sec. 5. Copies of these by-laws shall be available to the membership.

ARTICLE X

Amendments

Sec. 1. Proposed amendments to this constitution shall be made in writing to the President and/ or  any elected officer prior to any meeting of the Board of Directors. Upon review by the Board, the proposed amendments shall be presented to the next general membership meeting, with or without recommendation.

Sec. 2. Proposed amendments may be adopted by a two-thirds majority vote at any general membership meeting of the corporation, or by a two-thirds majority of the returned ballots when taken by mail. Whenever a mail vote is taken to amend this constitution, ballots are required to be returned, and the entire amendment shall be included with the mail ballot.

Sec. 3. All amendments to by-laws shall become effective immediately upon passage, unless otherwise specified.