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bylaws |
Article 1 – Name The name of this association shall be the Detroit Professional Photographers Association. (DPPA). It shall be a nonprofit corporation organized and existing under the laws of the State of Michigan. Article 2 – Purpose The purpose of this association shall be to promote: A. Professional photography both as an art and profession B. The business and educational welfare of all its members C. Good fellowship and cooperation among all its members D. High ethical standard among all its members Article 3 – Membership Section 3.1 - The Board of Directors shall establish various classifications of membership. Section 3.2 - The Board of Directors shall establish the methods for membership application, the dues amount, and manner of payment of dues. Section 3.3 - The Board of Directors shall establish the method by which prospective members are approved. Section 3.4 - The Board of Directors shall establish the method by which members may be disciplined, suspended or terminated or by which former members may be reinstated. Section 3.5 - Membership in this Association is not transferable or assignable. Section 3.6 - The Board of Directors shall establish the policy regarding the use of the Seal, Logo, and other types of insignias and membership identification owned by this Association. Section 3.7 - The annual membership of all members shall be for twelve (12) months, and will follow the fiscal year of the association. Article 4 – Board of Directors Section 4.1 - The Board of Directors shall consist of eleven (11) members who shall be elected from the general membership each to a term of three (3) years. Section 4.2 - Election of Directors shall be by vote prior to the Annual General Membership Meeting, and the nominee/s who receives the majority of the votes cast shall be declared elected. A Nominee for Director must be a member in good standing and must have recommendations from a minimum of three other members in good standing. Members may apply for open board positions at the beginning of each calendar year. A general membership election is only required when there are more nominees than there are open positions. Those nominees would be elected by acclimation. In all other conditions, the board may appoint directors (see Section 4.8). Section 4.3 - The Officers of this Association shall be a President, Vice-President, Immediate Past President, Secretary, and Treasurer. The President will preside as the Chairman of the Board of Directors. The specific duties and responsibilities of each officer and director shall be defined in board policy. A Nominee for officer must first be a duly elected director. The President is required to be a member of Professional Photographers of America (PPA). Section 4.4 - At the first Board meeting of the fiscal year, the position of Vice President shall be elected by the Board of Directors from the current board members for a three year term. The Secretary and Treasurer shall be appointed to three (3) year terms by the Board of Directors in those years where the current term is due to expire, or if the position is vacated prior to the expiration of the previous term. Section 4.5 - In order to promote continuity of leadership of the Association, the nominee to the Office of Vice President shall commit to three years of service to the Association and when elected, shall serve as Vice-President, then progress to the Office of President, and then to the Office of Immediate Past President in consecutive annual terms without further election. Thereby the offices of President and Immediate Past President shall not be filled by election unless vacated. Section 4.6 - Term of Office: Officers and Directors shall be affirmed at the Annual Award Meeting or as soon thereafter as possible. The term of the Officers and Directors shall begin on August 1 of their election year, and end on July 31 of their last year. Section 4.7 - In order to promote board continuity, two of the Director positions with three-year terms will be elected each year, such that there is overlap between previous and newly elected board members. Section 4.8 - Officer or Director Vacancies that arise shall be filled by the Board for the remainder of that term. If the Vice-President or President resigns or chooses not to progress to the Presidency or Immediate Past President Office, the positions shall be filled by the Board. Section 4.9 - Any board member may be recalled from their position on the board by a 2/3 vote of the full board. Section 4.10 - The Board of Directors may establish term limits by policy. Section 4.11 - Any member of the board who shall miss three (3) consecutive board meetings (unless prevented by illness or cause beyond his control which the board so finds) shall automatically cease to be a director of the board. This action may be reviewed by the full board. Article 5 – Committees Section 5.1 - The Executive Committee shall consist of the five Officers and may act on behalf of the Association between Board meetings, subject to the policies of the Board of Directors. Actions of the Executive Committee shall be reported to the full board at its next meeting. Section 5.2 - Standing Committees and special committees shall be created by the Board of Directors as deemed appropriate. Such committees shall have such power and responsibility as established by the Board of Directors. The President shall be an ex-officio member of all committees, without vote. Section 5.3 - All other committee governance shall be established by Board policy. Section 5.4 - The Committees shall bring their recommendations to the Board. The Board may approve or disapprove the recommendation. The Board may also return the recommendation to committee for further work. Article 6 – Meetings Section 6.1 - The annual membership meeting shall take place in June so that newly elected directors will be in place for their positions to begin at the start of the fiscal year. Section 6.2 - Meeting governance shall be defined in Board policy, including the monthly Board meetings and General Membership Meetings. Section 6.3 - Special Membership Meetings may be called as needed by the Board, upon prior notice. Section 6.4 - The business of the Association is to be conducted at the regularly scheduled board meetings and/or the regularly scheduled general membership meetings of the association which may be held in person or by appropriate technology. All Board business shall be recorded by meeting minutes taken by the Secretary.
Article 7 – Fiscal Year The fiscal year of the association shall be from August 1 to July 31. Article 8 – Rules of Order In all question of parliamentary practice not covered by the Bylaws Robert’s Rules of Order shall prevail. Article 9 – Amendments Section 9.1 - The Bylaws may be altered or amended at any general or special membership meeting provided such a change or amendment be submitted by the Board of Directors to the secretary in writing and then presented to the membership or mailed or sent by electronic means to the voting members at least ten (10) days prior to the meeting. Voting may be done online or in person at the meeting at the discretion of the Board of Directors. Revisions to the bylaws must be approved by a 2/3 majority vote of the voting membership. Section 9.2 - It shall be understood that any or all references to “he”, “his”, “chairmen”, and “himself”, be recognized to also refer to “her”, “hers”, “chairwomen”, and “herself”. Amended 6-15-2021 |
