By-Laws

By-Laws of Michigan Triangle Professional Photographers Association

 

Article 1. Name. The name of this association shall be Michigan Triangle Professional Photographers Association.

 

Article 2. Purpose. The purpose of this association shall be to promote the business and educational welfare of the photographers of Michigan and to promote good fellowship and cooperation among the professional photographers of Michigan.

 

Article 3. Membership.

Section 1. Membership in this association is open to all professional photographers and their employees who will subscribe to the Code of Ethics of this Association.  Each applicant is subject to the classifications set forth by the Board of Directors and will submit to the board the MTPPA membership application for approval.

Section 2.  There shall be five (5) classes of membership within the association: Active, Associate, Student, Business Partner, and Retired.

2-1: Active

Active Membership shall consist of the owner and/or employees of a photographic business who are actively engaged and whom receives income from a photographic business. Active membership shall not exceed two (2) members from any one studio.  Each Active member may cast one vote in matters upon which the membership may vote.

2-2: Associate

Associate members must be employed in the photographic business.  No part-owner or corporate officers may hold Associate membership unless the partnership or corporation is represented by an Active membership

 

2-3: Student

Student members are high school or college students at an accredited institute how are photographic enthusiasts who are either deriving income from photographic endeavors or studying photography.   

 

2-4: Business Partner

Business Partner memberships shall consist of business organizations or persons who are engaged in serving the photographic industry.  If a business organization hold one or more business partner memberships, the business organization must designate in writing to the association the name of the person authorized to attend meetings of the association on behalf of the business partner.

 

2-5: Retired

Retired members shall have been Active, Associate, or Business Partner member, who after at least ten(10) years as an Active, Associate, or Business Partner of this Association, has retired from the profession.  This class of membership is also for spouses of retired members.  Retired members will not be required to pay dues to the association.  Retired membership is also subject to the approval of the board of directors.

 

Section 3: Associate, Student, Business and Retired members shall be accorded all the privileges in the association except voting.  Business and Retired members are not eligible to enter prints in competition.

 

Section 4: The board of directors will annually review renewal membership applications on the basis of position, nature of work, and business practices.  Applications for membership shall be made in accordance to the application form as approved by the board of directors.  The names of all new applicants for membership shall be published and provided to each member of the association before final approval/rejection of the application(s).  The membership shall then have ten(10) days to submit comments to the board of directors for their information in considering the applications for membership.

 

Section 5: Applications for membership shall be voted on by the board of directors.  The vote of the board of directors, as to all matters concerning membership, are considered final and are not appealable.

 

Section 6. The board of directors of the association will establish a membership dues schedule for all membership categories.  The schedule of dues must be approved by a majority of affirmative vote of the board.  Memberships shall run for one(1) year beginning on September 1 of each year.  Pro-rata payment may be established by the board for new memberships beginning after January 1.  Dues statements shall be sent in August of each year and are payable at the September meeting of the members.  

 

Section 7.  Only active members have voting privileges. An active member not present at a meeting at which he/she is eligible to vote may vote by proxy.  

 

Article 4. Directors.

 

Section 1. The board of directors of the association shall consist of seven (7) Active or Associate Members of the Association, one (1) Business partner Member, plus the immediate past president who shall serve as an ex-officio member of the board.  

 

Section 2. Except as otherwise provided in Section 6 of this article, the terms of the seven (7) elected members of the board shall be for two years each.  The terms of the Board members shall be staggered so that every year a minimum of two (2) of maximum of three (3) Active and/or Associate members are elected to terms for the following 2 years.  The business partner shall be elected annually.  

 

Section 3. The President shall appoint a nomination committee prior to the regular April meeting of the members, whose duty it shall be to present at the April meeting of the association, at least one nominee for each upcoming vacancy of the Board.  Nominations may also be made from the floor at the April and May meeting of the members.

 

Section 4.  All board member vacancies for the coming year shall be filled by a ballot vote of the members at the May business meeting.  

 

Section 5. At the next monthly board meeting after the election at the May meeting, the new board elect from their own number the officers of the Association.  Newly elected board members shall be eligible for any of the offices.  

 

Section 6. Any member of the board who shall be absent from two(2) consecutive Board meetings, which absences are unexcused by the Board, shall automatically cease to be a board member.  In the event a vacancy on the board is created by the operation of this subsection, or if a vacancy on the Board is created because of death or director resignation, the vacancy shall be filled by a majority vote of the Board.  The term of the director elected pursuant to this section shall be until the next may business meeting of the members, at which time, the members shall elect a person to fill the remainder of the term left open by the vacancy.  

 

Section 7.  The President or five members of the board may call for a meeting of the board by giving written notice of the meeting to each board member at least seven (7) days in advance of the meeting.  Notice shall be deemed to have been sent and received if such notice is placed in the mails of the United States with first class postage prepaid or via email or phone.  Five members of the board shall constitute a quorum for the conduct of business properly before the board.

 

Section 8.  The board of directors is authorized to expend sums necessary to meet expenses of the budget of the Association, as the budget has been submitted to, and approved by the membership at the May meeting of the membership.  Once the amounts allocated in any particular budgetary category have been expended, the board is further authorized to approve and expend such further sums in that category that are, in the boards  discretion, in the best interests of the association to be spent, but not exceeding $500.00.  The expenditure of any amount over the $500.00 amount requires an affirmative vote of a simple majority of the voting membership present at any meeting at which such a vote is taken.  

 

Section 9.  Except as otherwise provided by law, a volunteer director of the corporation is not personally liable to the association or its members for monetary damages for a breach of the directors fiduciary duty.  The Association assumes all liability to any person other than the Association or its members for all acts or omissions of a volunteer director incurred in the good faith performance of his/her duties as a director.  

 

Section 10.  The board shall meet monthly.



Article 5.  Officers.

 

Section 1. The officers of the association shall be seven (7) in number and shall consist of a President, Vice President, Secretary, Membership, Communication-Newsletter, Communication-Website/Social Media, and Treasurer, all of whom shall be elected according to these By-Laws, to serve until their successors are duly elected and qualified.

 

Section 2. The term of the officers of the Association is one (1) year.  An officer may be re-elected indefinitely except the President, who may serve for only two (2) consecutive years in that office.

 

Section 3. It shall be the duty of the President to preside at all meetings of the Board and the Association.  

 

Section 4. The Vice-President shall perform the duties of the President during the President’s absence of inability to serve.  In case of vacancy in the office of the President caused by death or resignation, he/she shall become President of the association for the unexpired term.  As he/she shall schedule all programs for the next program year(one year in advance) and shall present them for approval by the Board.  They shall be responsible for all merits and program arrangements.  

 

Section 5. The secretary shall keep a record of all meetings of the board and of the association.

 

Section 6. The treasurer shall keep a record of all financial transactions of the Association and shall issue all checks for bills payable.  Each month the treasurer shall provide the board with a written financial statement and shall provide the membership with a written financial statement at the regular meetings of the association each September and May.

 

Section 7. One other person besides the Treasurer shall be appointed by the Board as authorized to sign checks on behalf of the association.  



Article 6. Meetings

 

Section 1. The annual meeting of the Association shall occur in May.  

 

Section 2. The members of the Association shall meet the second Monday of each month (the second Tuesday of each month starting January 2016), or as the board deems necessary.  A quorum shall consist of a simple majority of the voting members present at the meeting.

 

Section 3.  All business shall be conducted at the annual meeting or in a board meeting.  No business shall be brought before the membership, except at the annual meeting, unless it shall have first been presented to the board.

 

Article 7. Committee.  

The president shall appoint any special committee he/she deems necessary.

 

Article 8.  Amendments.

These by-laws may be amended, suspended, or repealed by a two-thirds vote of all voting members of the Association at a regularly scheduled meeting, provided that a notice of such proposed change, suspension or repeal shall have been sent to each member in writing at least fourteen (14) days in advance of such meeting.

 

Article 9. Fiscal Year

The Fiscal year of this association shall be from June 1st-May 31st. (Change from Sept 1st, to August 31st)

 

Article 10.  Rules of Order.

In all questions of Parliamentary Practice not covered by these by-laws, Robert's Rules of order shall prevail.

 

Article 11. Code of Ethics

Upon acceptance into membership in the Michigan Triangle Professional Photographers Association, an applicant will subscribe to the following Code of Ethics, and will solemnly:

  1. Endeavor to maintain a dignity of manner in behavior, in the presentation of photography and photographic services, in appearance of self and that of studio or place of business, and in all other forms of public contact.

  2. Observe the highest standard of honesty, in all transactions, 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, and attempt always to provide the best possible photographic services, thereby raising 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, or 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 this Code in accordance with the statutes of the United States, and the State of Michigan, and any decision of any courts and government agencies of competent jurisdiction.