Indianapolis Professional Photographers Guild

CONSTITUTION and BYLAWS

INDIANAPOLIS PROFESSIONAL PHOTOGRAPHERS GUILD, INC.

ARTICLE I

Name

The name of this corporation shall be THE INDIANAPOLIS PROFESSIONAL PHOTOGRAPHERS GUILD, Inc.

ARTICLE II

Location

The principal office of the association shall be located in the city of Indianapolis, county of Marion, and state of Indiana.

ARTICLE III

Purposes

(A) To create, promote and maintain cordial relations and cooperation, a higher spirit of fraternalism, the exchange of thought and opinion freely, and a high standard of conduct among its members.

(B) To maintain high standards of photography professionally and ethically.

(D) To foster the practical benefits to be derived from personal acquaintanceship and the discussion of subjects related to professional photography.

(E) To maintain amicable relations between members and their employees, and to meet at regular stated times where members of the guild may exchange views, present programs by which to be mutually benefited, and the most advantageous methods of photographic management, advertising and other problems applicable to their particular business may be discussed.

(F) The advancement of professional photography in all of its branches.

ARTICLE IV

Membership

Section 1:

(A) The ACTIVE voting membership of this organization shall consist of individual professional photographers who are ACTIVE Members of the Professional Photographers of America, Inc.

(B) ADDITIONAL ACTIVE voting Members shall be individual professional photographers associated with an ACTIVE Member of this organization and are also ACTIVE or

ADDITIONAL ACTIVE Members of the Professional Photographers of America, Inc.

(C) A professional photographer is hereby defined under this constitution as follows: An individual who is skilled and educated in the field of photography and who is primarily occupied as a photographer. He or she must be available for assignments during normal business hours.

Section 2:

(A) Persons who do not qualify under Section 1 of this article may qualify for an ASSOCIATE Membership.

(B) ASSOCIATE Members are hereby defined under this constitution as follows: An individual who is skilled and educated in the field of photography. This person is primarily occupied as a photographer and is available for assignments during normal business hours but is not an ACTIVE Member of the Professional Photographers of America, Inc.

(C) ADDITIONAL ASSOCIATE Members are hereby defined as: Any employee of a photographic studio, establishment or faculty member of an accredited photographic school whose regular position is other than that of a full-time photographer.

Section 3:

A firm, manufacturer or any organization who has a representative or salesman that has an active interest in the advancement of professional photography may qualify as a SUSTAINING FIRM non-voting ("non-voting" added for clarification) Membership.

Section 4:

An HONORARY Membership, consisting of a paid-up lifetime membership may be bestowed on any member or distinguished professional photographer by reason of his or her outstanding service to the Guild or to professional photography in general.

Section 5:

New applicants' qualifications and classifications must be reviewed by the Board of Directors before being presented to the membership. The names of the new applicants will be announced to the general membership immediately after review by the Board of Directors, and the names will also be run in the next newsletter. All members may review the names, and if they have any concerns about the new member prospect, they should report to a member of the board. If no one has presented any objections to any board member, the applicant will be accepted as a new member at the next monthly meeting.

Section 6:

All questions of the interpretation of the above and the final decision pertaining to the qualifications of any applicant shall rest with the membership of this organization at the discretion of the Board of Directors.

Section 7:

(A) Any member may be expelled or suspended for just cause by a two-thirds majority vote of the ACTIVE and ADDITIONAL ACTIVE members present at the next regular meeting after said charges have been presented to the Board of Directors for review prior to reading at the regular meeting.

(B) All grounds for expulsion or suspension must be in writing, signed by the member presenting said charges and shall include the violation of any by-laws, regulation or rule of this constitution which was violated and must be submitted to any board member for review by the Board of Directors at their next Board of Directors meeting.

(C) Any member so accused shall have furnished to him in writing a full statement of all charges against him, to be presented to him by the membership secretary, and he will be provided adequate opportunity for rebuttal at a hearing by the Board of Directors before recommendation for suspension by the Board of Directors at the next regular meeting.

(D) The foregoing shall not constitute the sole grounds for expulsion or suspension.

ARTICLE V

Application for Membership

Section 1:

(A) All new members must be sponsored by an ACTIVE or ADDITIONAL ACTIVE member in good standing.

(B) All applications for membership in this organization shall be made in writing on an official membership form and shall be submitted to the Membership Secretary along with the first years dues.

Section 2:

All applications will be reviewed by the Board of Directors for correct classifications and membership qualifications as per Article IV, Section 6.

Section 3:

All new members that have been accepted into this organization shall receive from the Membership Secretary a Membership Packet consisting of: Membership Card, Membership Certificate, Membership Roster, IPPG Decal, Membership Forms and an updated copy of the Constitution and Bylaws.

ARTICLE VI

DUES

Section 1:

All dues are payable January 10th of each calendar year.

Section 2:

(A) ACTIVE Membership dues shall be $40.00 per year. ADDITIONAL ACTIVE Membership dues shall be $25.00 per year.

(B) ASSOCIATE Membership dues shall be $40.00 per year. ADDITIONAL ASSOCIATE Membership dues shall be $25.00 per year.

Section 3:

Any member who has not paid their dues by February 1st of the year in which they are due shall stand suspended and after proper notification sent to their last known address shall be dropped from the membership rolls.

Section 4:

(A) Any former member who was dropped for non-payment of dues, and who desires reinstatement in the same year in which he or she was dropped shall not be required to submit a new membership application but will be required to pay the current years dues.

(B) Any former member that was dropped for non-payment of dues, and who desires reinstatement after one year shall be required to pay the current years dues and submit a new membership application.

ARTICLE VII

Meetings

Section 1:

(A) The President will appoint an ACTIVE or ADDITIONAL ACTIVE member to serve as Parliamentarian.

(B) All meetings shall be conducted in accordance with Robert's Rules of Order on Parliamentary Procedure.

Section 2:

All meetings are hereby defined under this constitution as follows:

(a) The General Monthly membership business meeting will be designated as REGULAR MEETING.

(b) The Board of Directors meetings will be designated as BOARD MEETINGS

Section 3:

(A) The regular meetings of the Guild will be held the 1st Tuesday of each month and every month (unless varied by the Board of Directors) at a time and place designated by the Board of Directors and announced in the Guild Newsletter at least 30 days prior to each meeting.

(B) Special Meetings may be called at any time by the President, or by request of the majority of the Board of Directors or the majority of the membership with seven days written notice being mailed to each member.

Section 4:

(A) A quorum for the transaction of business at any meeting of the Guild shall be one-third of the ACTIVE and ADDITIONAL ACTIVE members in good standing.

(B) A two-thirds majority vote of any quorum will be required for ratification, with the exception in the election of officers as stated in Article IX, Section 6 of this constitution.

Section 5:

(A) Each ACTIVE and ADDITIONAL ACTIVE member will have one vote.

(B) Each ACTIVE and ADDITIONAL ACTIVE member may be represented and may vote at any meeting by a proxy appointed in writing and to be delivered to the Recording Secretary prior to the meeting.

(C) Each ACTIVE and ADDITIONAL ACTIVE member may vote by mail provided that the Recording Secretary has received the vote prior to the meeting.

Section 6:

Attendance and discussion privileges shall be extended to all members.

Section 7:

(A) Meetings of the Board of Directors shall be held each and every month at any time and place that is so elected.

(B) Special Board Meetings may be called by the President or by any three Board Members and notices of all such meetings shall be submitted to the Recording Secretary.

Section 8:

Any member of the Board of Directors who fails to attend three consecutive Board Meetings may be dropped from the office by majority vote of the remaining Board Members.

ARTICLE VIII

Officers

Section 1:

(A) The officers of this Guild shall be a President, First Vice-President, Second Vice-President, Recording Secretary, Membership Secretary, Treasurer, and one elected Director.

(B) All of the above officers will serve on the Board of Directors in their respective capacities.

Section 2:

(A) The Board of Directors shall constitute the governing body of this Guild. It shall be vested with full power to carry out the purposes of this Guild set forth in these Articles of Constitution and to do all acts and things which it may deem to be in the best interest of the Guild, subject to ratification by majority vote of the ACTIVE and ADDITIONAL ACTIVE members.

(B) All Board Members shall have one vote on all Board matters with the exception of the immediate Past President (who shall have no vote on Board matters) serving as ex-officio Director.

(D) All proposals accepted by the Board of Directors must be presented to the ACTIVE and ADDITIONAL ACTIVE membership within 60 days of acceptance, at any regular meeting.

Section 3:

(A) All elected officers and directors shall serve a term of (1) one year.

(B) Elected officers or directors may succeed themselves in any given office upon

re-election EXCEPT for the offices of President, First Vice-President and Second Vice-President. Commencing with the election in the year 2000, the current Second Vice-President shall be the automatic nominee for First Vice-President and the current First Vice-President shall become the automatic nominee for President. The current President shall assume the position of Immediate Past President and ex-officio member of the board. The automatic nominees shall then be subject to election by the general membership as stated in Article IX.

Section 4:

(A) To be eligible for election as an officer or director, a member must be an ACTIVE or ADDITIONAL ACTIVE member in good standing. Before any interested person can be nominated and elected as president, he or she must have served one term on the board in any other capacity.

(B) As the guild’s automatic nominee for President, the current First Vice-President shall assume the role of President upon election by the membership.

(C) As the guild’s automatic nominee for First Vice-President, the current Second Vice-President shall assume the role of First Vice-President upon election by the membership.

Section 5:

Any officer who ceases to work as a Professional Photographer or ceases to be directly connected with the photographic activities of his organization shall become ineligible for re-election to the office, but by mutual agreement with the remaining officers he may retain his office for the duration of his elected term.

Section 6:

In the event of the death of any officer or director, or his resignation, impeachment or inability for any reason to continue in office, in event the vacancy is President, First Vice-President or Second Vice-President, the office holder immediately below the vacated office will move up to the vacated office and each office holder and/or director will be elevated to the next position. The office that is then left vacant, or in the case of the Secretary, Treasurer or Director his successor shall be determined by a special election held at the next regular meeting.

Section 7:

Any officer taking office in the above manner shall serve for the duration of the un-expired term for which they were elected.

Section 8:

Any officer who shall willfully fail in his duty as an officer or who shall be guilty of conduct prejudicial to the best interests of the Guild may be impeached.

ARTICLE IX

Election of Officers

Section 1:

(A) The Guild general election of officers and directors shall be determined by direct ballot and will take place during the regular meeting in April of each year.

(B) Notice of such meeting shall be mailed to each member not less than 30 days before the date of said meeting and shall include a list of all eligible nominees prepared by the nominating committee.

Section 2:

All candidates receiving a majority of votes cast at any general election shall be declared the elected nominee and shall be declared elected and assume their respective duties as of May 1st of the same year and shall hold office for a period of one year or until their successors have been duly qualified and elected.

Section 3:

The nominating committee shall consist of three ACTIVE members appointed by the Board of Directors at their first board meeting in January of an election year. The President shall appoint one of the committee to serve as chairman. The nominating committee shall prepare a single slate of nominees from which written consent has been obtained.

Section 4:

In the Guild election year notice of the opening of nominations shall be given to the general membership by publication in the January Guild Newsletter. Such notice shall include the closing date for nominations which shall be March 1st of the same year.

Section 5:

(A) The membership chairman shall send all nominees a letter requesting their signed approval or disapproval, by return mail within five days, for the mentioned nominations. All signed and accepted nominations that have been returned to the nominating chairman shall be published in the March Guild Newsletter.

(B) Nominations may be made from the floor, during a general election, provided the written consent of the nominee has been obtained.

Section 6:

The Guild Recording Secretary shall prepare and mail ballots containing the candidates for office as provided in Article VIII, Section 1 (A) of this Constitution.

Section 7:

Notice of the elected officers shall be printed in the first Guild Newsletter published after the election has taken place.

ARTICLE X

Duties of the Officers

Section 1:

The affairs of this Guild shall be managed by the officers and directors elected by the membership, and their records shall be available for immediate inspection upon written request by any member of this association.

Section 2:

(A) The President shall have general supervision of the Guild

(B) He will call any special meeting he feels necessary and will direct the Recording Secretary to notify the other members.

(D) He will appoint all committees and he must enforce a strict observance of the constitution and by-laws and will supervise all balloting.

(E) He will keep a copy of all correspondence handled by him and all records prepared by him in the performance of his duty.

(F) He will relinquish all records, correspondence material things, etc. to his successor at the termination of his term.

Section 3:

(A) The First Vice President shall preside at all general membership and board meeting in the absence of the President.

(B) The First Vice-President will assist and perform all duties assigned to him by the President.

(D) The First Vice-President shall become the automatic nominee for the office of President for the next general election and anticipate serving the following year as President with all related responsibilities.

(E) The Second Vice-President shall assist and perform all duties assigned by the President or First Vice-President.

(F) The Second Vice-President shall become the automatic nominee for the office of First Vice-President for the next general election and anticipate serving the following year as First

Vice-President with all related responsibilities.

Section 4:

(A) It shall be the duty of the Recording Secretary to keep a roll of the membership of the association and a record of the membership of all committees.

(B) To make or cause to be made a record of all meetings of the association.

(C) He shall be authorized and it shall be his duty to write or cause to be written and preserved, all correspondence of the Guild, except insofar as such correspondence which another officer or any committee functioning with the authorization of the Guild may require.

(D) He shall be custodian of all records of the Guild, except such records as may be essential to the work of any officer in the performance of their duty.

(E) He shall send out notices of all meetings in the Newsletter which he must mail out once a month to the current membership.

(F) He shall cause to be printed and distributed by July 1st a current and updated copy of this Constitution and Bylaws with any and all amendments, along with a list of members names and addresses as of May 31st of the same year and a list of all presiding officers of the Guild.

Section 5:

(A) It shall be the duty of the Membership Secretary to keep a record of all dues paid by members.

(B) To handle all correspondence pertaining to new member applications.

(D) To present to the Board of Directors any and all new membership applications for their review and approval.

(E) To notify any member who is suspended for non-payment of dues.

(F) To notify the Board of Directors of any member who is suspended for non-payment of dues.

Section 6:

(A) It shall be the duty of the Treasurer to collect all monies payable to the Guild. All monies collected by him shall be promptly deposited to the Guild's bank account.

(B) To keep a written record of all dues received.

(D) To have custody of all securities, including bonds and notes, and deposit them in a safe deposit box in the name of THE INDIANAPOLIS PROFESSIONAL PHOTOGRAPHERS GUILD, Inc.

(E) To provide prompt payment of any and all bills, owed by the Guild, from the Guild treasury.

(F) To prepare a yearly financial statement and which copy of same is to be mailed to each member prior to the February meeting of each year.

(G) To keep an accurate record of and promptly send all statements for all monies due the Guild incurred from sponsors or whatever.

(H) To pay money from the treasury to a member or officer only when proof of indebtedness is presented to him in the form of a signed paid receipt, and has been approved by the Board of Directors.

(I) To file any Federal, State or local tax returns as required by law.

ARTICLE XI

Resignations

Section 1:

(A) Resignations of officers shall be made in writing to the Recording Secretary and presented to the Board of Directors for proper action as provided in Article VIII, Section 7.

ARTICLE XII

Guild Insignia

Section 1:

(A) The Guild name and insignia are reserved for the sole and exclusive use of all members in good standing.

(B) All decals, cuts, rubber stamps, membership cards and any other material carrying the name or the insignia of the Guild which are or may be furnished to a member of the Guild are the property of the Guild and as such are furnished to members for their use during such time as their membership is continued in good standing.

(C) If for any reason whatsoever a members affiliation with the Guild is severed at any time the member agrees to immediately desist in the use of the Guild's name or any form of insignia whether obtained directly from the Guild or from other sources.

ARTICLE XIII

Print Competition

Section 1:

(A) Print competitions are restricted to ACTIVE, ADDITIONAL ACTIVE, ASSOCIATE, and ADDITIONAL ASSOCIATE members in good standing.

(B) Traveling awards will be considered the property of the Guild

(D) A current copy of the Official Rules for IPPG Print Competition will be mailed to all members 30 days prior to any given print competition.

ARTICLE XIV

Amendments

Section 1:

This Constitution and Bylaws may be amended from time to time by a two-thirds vote of the ACTIVE and ADDITIONAL ACTIVE membership present at any regular meeting, provided that at least 30 days written notice thereof, containing the proposed amendments, shall have been sent to each member at his last known address.

Section 2:

All amendments to the Constitution and Bylaws shall become effective immediately upon adoption unless otherwise specified.

ARTICLE XV

Code of Ethics

We, having been accepted into the membership of IPPG, do hereby subscribe without reservation to this code of ethics, and do solemnly agree that:

We will endeavor to enhance and ennoble the status of The Photographic Profession by maintaining a dignity of manner in our behavior, in the presentation of our photography and photographic services, in the appearance of our place of business and all forms of public contact.

We will at all times endeavor to produce only those types of photographs and photographic services that will enhance the prestige of our profession, and to apply our best efforts in behalf of the public, and to play our part in raising the general standard of photographic craftsmanship.

WE WILL AT ALL TIMES AVOID UNFAIR COMPETITIVE PRACTICES.

Any member who knowingly vilifies or criticizes the character or capabilities of any member of this Guild, or who attempts to produce the termination or cancellation of any engagement held by another member, by so doing commits an act contrary to the principles of the Guild.

It is expected of any member to report, to the Board of Directors, any violation of the Code of Ethics, for action by the Board of Directors, ACTIVE and ADDITIONAL ACTIVE members. In all matters pertaining to the Code of Ethics, we will recognize the authority of the Guild.

Revised 1/99

revised 1/99