Professional Photographers of San Antonio, Inc.
BE IT ENACTED as By-Laws of the Professional Photographers of San Antonio, Inc. as follows:
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 from time to time determine.
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; and promulgating technical information for educational purposes. All such purposes shall be achieved per 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.
Sec. 1. Membership in this organization shall be open to all persons residing or operating a business within the State of Texas who derive income from professional photography and allied services, and certain other persons as described in the following sections. Applications for membership in this association will not be accepted from any person who is less than eighteen (18) years of age, except for students, as covered under Article III, Section 5.
Sec. 2. There shall be seven types of membership classifications as follows: Professional Active, Associate, Aspiring, Life, Student, Honorary, and Vendor. Other membership classifications may be added by the Board of Directors as needed to advance the purposes of the organization.
Sec. 3. Professional Active membership shall be extended to individuals holding
a Texas Limited Tax Permit, and are engaged in photography for professional business and sale of photographic products.
Sec. 4. Associate membership shall be extended to individuals not holding a Texas Limited Tax Permit, engaged in an occupation other than photography. Sec. 5. Student membership may 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.
Upon completion of his/her term as President, Honorary Membership shall automatically be extended to the outgoing President. All Honorary Members shall enjoy all the privileges of Active Membership.
Sec. 7. Vendor memberships shall be extended to all manufacturers of photographic wholesalers or stock houses, and manufacturers of photographic frames, mounts, suppliers of service and supplies to the photographic industry, or other related items.
Sec. 8. Aspiring members shall be those individuals who are interested in photography as an art or learning photography as a career.
Sec. 9. Life membership and relief from payment of dues on members who have given exceptional support to the Guild over an extended period of years, not less than 25 years. The Board of Directors may at it's discretion waive the 25 year requirement.
Sec. 10. Professional Active members shall enjoy all rights and privileges of the association, including the right to hold office, entering of prints in competition, voting on all matters, and other rights as may be or become available. Life and Honorary members have all rights as Professional Active members. Vendor, Associate, Aspiring and Student members may not hold office or vote, but may enter print competitions.
Sec. 11. The Board of Directors may require as a condition of membership that all members sign and subscribe to a “Code of Ethics”, the wording and form of such document to be prescribed by the Board.
Sec. 1. The Board of Directors shall have the authority to establish the amount of annual dues.
Sec. 2. Life and Honorary Members shall not be required to pay dues, but other members of their business organizations shall continue to pay dues as their classification requires.
Sec. 3. Annual Dues shall be payable in advance for a period of 12 months, and shall commence from date of payment.
Sec. 4. Any member failing to remit his dues within a time period prescribed by the Board 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. The President will progress to the office of Chairman of the Board. The Board may establish other officers, either elected or appointed, as it deems necessary to carry out the business of the Association.
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 following election or January 1, whichever is later, and shall hold office for one year 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 and upon the recommendation of the Board of Directors, the Board 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; 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, the Vice-President shall succeed to the office of President for the unexpired term. The Vice-President shall have complete responsibility arranging speakers for the business meetings. Only members with three years of board service are eligible to run for the position of Vice President.
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 monthly. Within ninety (90) days after the end of the fiscal year, he shall submit to the Board 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.
Sec. 7. The Treasurer shall succeed to the office of the Vice-President in the event of a vacancy in the office of Vice-President, until such time as a replacement is elected through a special election.
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.
Sec. 9. The Secretary shall succeed to the office of the Treasurer in the event of a vacancy in the office until such time as a replacement is elected through a special election.
Sec. 10. The officers of this Association shall not be required to pay annual membership dues while serving their term is office.
Board of Directors
Sec. 1. There shall be a Board of Directors which shall be the governing body of the Association, composed as outlined in subsequent sections.
Sec. 2. Special meetings of the Board of Directors may be called by the President or by any five directors pursuant to formal notice provided to each director not less than fourteen (14) days prior to the special meeting.
Sec. 3. A majority of the Board shall constitute a quorum for the transaction of business. Proxy votes will be allowed with written notice to the Chairman of the Board or the President of PPSA.
Sec. 4. 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. 5. All officers of this Association and members of the Board shall serve without compensation.
Meetings, Conventions and Seminars
Sec. 1. Meeting may be held as designated by the Board of Directors. Structure of meeting will be determined by the Board of Directors but must include approval of minutes and a financial report. Meetings may be scheduled no less than 14 days in advance.
Sec. 2. Weekend meetings or seminars may be held or cosponsored 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.
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.
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 corporation 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. Copies of these by-laws shall be available to the membership.
Sec. 1. Proposed amendments to these Bylaws shall be made in writing to the President and/or 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.
CODE OF ETHICS
Upon being accepted into membership in the San Antonio Professional Photographers Association, Inc., an applicant will subscribe without reservation to this Code of Ethics, will solemnly agree to:
(1) Endeavor to maintain a dignity of manner in behavior, in the presentation of photography and photographic services, in appearance and that of the studio or place of business, and in all other forms of public contact.
(2) Observe the highest standard of honesty in all transaction, avoiding the use of false, confusing, inaccurate and misleading terms, descriptions and claims.
(3) At all times endeavor to produce photographs of a quality equal or superior to the samples displayed, to apply the best efforts toward providing the best possible photographic services and to raise the general standard of photographic craftsmanship.
(4) Show a friendly spirit of cooperation to fellow professional photographers and assist whenever possible should they be in trouble or difficulty.
(5) At all times avoid the use of unfair competitive practices as determined by any court of competent jurisdiction, the Federal antitrust laws, and related statutes. (6) Assist fellow photographers and share knowledge with them and encourage them individually and collectively to achieve and maintain the highest standards of quality.
(7) Recognize the authority of this Association in all matters relating to the interpretation of the Code in accordance with the statutes of the United States and the State of Texas in the decision of courts and governmental agencies of competent jurisdiction.