PPANM By-Laws

PPANM By-Laws

BY-LAWS OF THE PROFESSIONAL PHOTOGRAPHERS ASSOCIATION

OF NEW MEXICO, INC.

ARTICLE I

Name

The name of this corporation shall be:

PROFESSIONAL PHOTOGRAPHERS ASSOCIATION OF NEW MEXICO, INC.

Article II

Standards of Conduct (Code of Ethics)

Section 1.

The following shall constitute the Standards of Conduct for Active and Associate Members of this association and each such member shall signify his or her intention and willingness to abide by the same in the manner hereafter provided.

I having been accepted into membership in the Professional Photographers Association of New Mexico, do hereby subscribe without reservation to this Standards of Conduct, and do solemnly swear and agree that:

1. I will endeavor to enhance and enable the status of the photographic profession by maintaining a dignity of manner in my behavior, in the presentation of my photography and photography services, in the appearance of my studio or place of business, and in all other forms of public contract.

2. I will observe the highest standard of honesty in all my transactions, avoiding the use of false titles, confusing or inaccurate technical terms or descriptions, and misleading terms or claims.

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

4. I will show a friendly spirit of cooperation with my fellow professional photographers and assist them whenever possible should they be in trouble or difficulty.

5. I will at all times avoid the use of unfair competitive practices.

6. I will assist and give freely of my knowledge and talent to members of my profession, and will encourage them individually and collectively, so that the quality of photography may constantly be raised to higher standards.

7. I shall not enter into any agreement of any nature whatsoever, the object of which is to restrain trade, limit production, circumscribe competition, regulate prices, distribute business or perform any act which is contrary to law.

8. In all matters relating to the interpretation of this Code I will recognize the authority of the Professional Photographers Association of New Mexico.

9. In witness whereof I hereby append my signature this ___ day of ____, 20__.

Section 2.

The Standards of Conduct shall be prominently incorporated with and be a formal part of every application for Active or Associate membership and shall be signed by hand, in ink, by each applicant, such signature to be in addition to the printing of the applicant’s name on the application form.

Section 3.

No application for active or associate membership shall be considered and no services or privileges shall be accorded to any applicant unless and until the Standards of Conduct has been signed.

Section 4.

All original applications for Active and Associate memberships, together with their accompanying signed copies of the Standards of Conduct, shall be retained in a permanent alphabetical file in custody of the secretary of the association.

Section 5.

Upon acceptance of an application for Active or Associate membership a copy of the Standards of Conduct shall be sent to such new member which he or she shall be required to sign and display for the public in or upon his or her studio premises or place of business.

Section 6.

Every member of this association shall be at liberty at all times and in every respect and particular, to conduct his or her business as he or she sees fit, provided that in doing so he or she does not violate the Standards of Conduct.

Section 7.

Failure to abide by the Standards of Conduct shall constitute cause for loss of membership, said member to be rescinded upon a majority vote of the Board of Directors after the member has been notified and appropriate time allowed said member for the correction of this breach of conduct.

ARTICLE III

Members

Section 1. Membership: Membership in the Association shall be evidenced by Certificate of Membership executed in the name of the Association and signed by the President or Vice- President and attested by the Secretary and shall bear the official seal of the Association.

Section 2. Class of Membership: There shall be five classes of members. Active Members, Associate Members, Sustaining Members, Student Members and Life Members as hereinafter provided.

(a) Active Membership: The following persons earning a portion of their livelihood in photography shall be eligible to be an active member: Owners, partners, and managers of photographic studios, individual professional photographers, heads of photographic departments in commercial and industrial firms, nonprofessional institutions and departments in Federal, State, and Local governments, those engaged in business for themselves in any of the various branches of photography. Active members are entitled to vote and hold office.

(b) Associate Membership: The following persons shall be eligible to be associate members: Any employee, associate, or family member of a person eligible to be an active member, provided, however, as an associate member in good standing for a period of at least a year shall be eligible to become an active member upon petition to the Executive Committee and subject to their approval. Associate members may vote, but they shall not be eligible to be an officer or a director.

(c) Sustaining Membership: The following shall be eligible to be sustaining members: Any individual, partnership, or corporation engaged in the manufacture, importing, or distribution of wholesale photographic equipment, apparatus, materials, supplies and accessories, publishers of photographic magazines, national trade associations whose activities pertain to the photographic industry. Sustaining members may not vote and may not be officers or directors of the Association.

(d) Student Membership: The following persons shall be eligible to be student members of the Association: Any person currently enrolled in the academic study of photography in an accredited institution. A person desiring student membership shall petition the Executive Committee and is subject to their approval. Student members may not vote and not be an officer or director of the Association.

(e) Life Membership: Life membership shall be bestowed on the individuals who are deemed to meet the following qualifications: meritorious length of service to the Association and to the profession of photography. This individual must strive at all times to support efforts for and assist in the education of all interested persons and the general public in the art and science of the professional photography. Life members maintain full privileges to vote and may serve on the Board of Directors or the Executive Committee.

Section 3. Member in good standing: A member shall be considered in good standing and entitled to vote or otherwise participate in the annual meeting, convention, competitions and other activities of the Association only if his or her current dues or fees and assessments as set forth in the by-laws of the Association have been paid, and he or she is complying with all of the rules and regulations prescribed in the by-laws in effect at the time in question.

Section 4. Voting: Each active, associate and life member shall be entitled to one vote at any meeting of the Association. Members may either vote in person or by written proxy from another member. A written proxy shall not be valid more than 11 months after signing.

Section 5. Application for Membership:

All applications for memberships must be proposed in writing on application forms furnished by the Board of Directors. Each application must include the name, residence and occupational address and telephone numbers of the candidate. All applications must be accompanied by the first year’s dues or balance of dues for the fiscal year as determined by the Board at any given time, along with any required application fees and other materials deemed necessary by the Board. Applications shall be approved or rejected by the executive committee of the Board of Directors at their next regular meeting. An affirmative vote of the executive committee shall be required for acceptance. Applicants shall be notified of the Board’s decision by the presiding officer before the next regularly scheduled meeting of the membership. Applications for membership shall be accepted, reviewed and voted upon by the Board without regard to race, creed, color, sex, age or national origin of the applicant. Should an application be rejected, the dues shall be returned and no further application from the same candidate shall be considered until the next fiscal year. All applications for membership, whether rejected or accepted shall be put on file and kept as a permanent record of the Association.

Section 6. Termination of Membership

The Board of Directors, by affirmative vote of two-thirds (2/3) of all of the members of the board, may suspend or expel a member for cause after an appropriate hearing and may, by a 2/3 vote of the quorum, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed in Article III of these By-Laws

Section 7. Membership Resignation

Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.

Section 8. Membership Reinstatement

Any person, having resigned or forfeited his membership and desiring reinstatement must submit a new Member Application to the Membership Director for Board Approval which will be handled in the same manner as in Article III, Section 4. The application must be accompanied by dues and late charges where applicable.

ARTICLE IV

Dues and Assessments

Section 1. Payment of Dues: Each active, associate, sustaining and student members of the Association shall pay annual dues in the amount determined by the Board of Directors of the Association. Life members shall have annual dues waived. All dues shall be payable in advance of the first day of each calendar year for members. Dues for new members shall be prorated on each one-half (1/2) year. All applications for active, associate, sustaining and student membership shall be accompanied by one year’s annual dues or by pro-rated dues as appropriate.

Section 2. Additional Assessments: In the event the Board of Directors shall be of the opinion additional capital is required for the proper promotion of the objectives of the Association, it may, upon having received the approval of two-thirds of the members either at a regular or special meeting of the members, make a special assessment to secure the necessary funds. Such special assessments shall be made within thirty days after the giving of written notice thereof. Notice may be delivered either in person or by certified mail addressed to the member at his or her known post office address and if such assessments be not paid within such time, such membership shall hereinafter be deemed no longer in good standing and shall be subject to cancellation upon the affirmation vote of the Association either at a regular or special meeting of the Association. No special assessments shall be made against any sustaining or life member.

Section 3. DEFAULTS AND TERMINATION OF MEMBERSHIP

11.03 When any member of any class shall be in arrears in the payment of dues for thirty (30) days, he shall then be notified in writing by the Treasurer of each arrearage. Having been notified, any member failing to then pay his dues within sixty (60) days thereafter, shall be dropped from the membership roll and cannot be reinstated except by making a reinstatement application as set forth in Article II, Section 08 herein. For purposes of these By-Laws, a member shall be deemed to have received notice upon the date that such notice is personally delivered, or if mailed, the same shall be determined “delivered” when deposited in the United States Mail so addressed with postage thereon prepaid.

Article V

Officers and Directors

Section 1: Number: The affairs of the corporation shall be controlled, managed and governed by a board of directors consisting of the president, vice-president, secretary, treasurer, Chairman of the Board and eleven elected members as hereinafter provided. The remainder of the Board of Directors shall be comprised of one Past President Director, four Directors-At-Large and seven District Directors, to be elected from among the general membership as provided herein.

Section 2: Term of Office: Board members shall be elected for a term of one year. Elections shall take place at the annual meeting of the members. Any vacancy in any office because of death, resignation, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term as described herein.

Section 3: ELECTION PROCEDURE

A Nominating Committee, whose sole function shall be to present a slate of nominees for all offices of the Board for approval to present to the general membership, shall be formed. This committee shall be chaired by the Chairman of the Board.

This list shall be presented to all members at the Annual Meeting. At such meeting, additional candidates may also be nominated from the floor. All previously nominated candidates must accept or decline their nomination prior to this meeting.

Candidates for the Officers of the Association shall be presented to the members at this meeting and shall be voted on by the Board of Directors at their annual meeting immediately following the annual members meeting. All other board candidates shall be voted on by the general membership at the annual members meeting.

Section 4: Directors-At-Large: Directors-at-Large shall be elected by the general membership and shall have served at least two terms on the board of directors prior to their election as Directors-At-Large. At least one Director-At-Large shall have his or her place of business outside Bernalillo County.

Section 5: Past President Director: The Past President Director shall be elected by the general membership and shall have served at least one term as President of the Association prior to his or her election as Past President Director.

Section 6: District Directors: For the purpose of District Directors, the state shall be divided by counties as follows:

(a) District 1: New Mexico Counties: San Juan, Rio Arriba, Taos, Colfax and Mora

(b) District 2: New Mexico Counties: McKinley, Cibola, Valencia, Torrance, Catron, and Socorro

(d) District 4: New Mexico Counties: Los Alamos, Sandoval, Santa Fe and San Miguel

(e) District 5: New Mexico Counties: Union, Harding, Quay, Curry, Roosevelt, Guadalupe and De Baca.

(f) District 6: New Mexico Counties: Lea, Chaves, Eddy and Lincoln

(g) District 7: New Mexico Counties: Grant, Hidalgo, Luna, Sierra, Dona Ana and Otero

A District Director’s place of business must be within the district which he or she represents.

Directors may represent only one district during their term of office. The members shall at the annual meeting, elect members having a place of business in the appropriate district to the Board of Directors to serve a one-year term.

Section 7: Notice of Meetings: Written notice of the time and place of meetings of the board shall be given to each member of the Board either personally by mail, or by e-mail, addressed to his or her last known address, at least five days prior to the day of the meeting. Official meetings may be conducted in person or by telephone, when members cannot conveniently physically meet.

Section 8: Quorum: Two-thirds of the filled positions of the Board of Directors shall constitute a quorum for the transaction of association business. Every act or decision made by a majority of the directors present at a meeting in which a quorum is present shall be regarded as an act of the Board of Directors.

Section 9. Absenteeism:

Any Board member who shall absent himself from three (3) consecutive meetings of the Board, unless he shall have previously obtained permission to do so, or shall fail to present at the next regular meeting an excuse for his absence, satisfactory to a majority of the Board members present, shall be considered as having resigned as a member of such Board and shall cease to be a member thereof. Any vacancy so created shall be filled as provided for under Article V, Section 2 herein.

Section 10: Policies and Procedures Manual: The Board of Directors shall maintain a Policies and Procedures Manual as a means of effectively organizing the affairs of the corporation. Adoption of, additions to and changes in the manual shall be made by a 2/3 vote of the Board of Directors at a duly called meeting, where such changes have been provided to the Board of Directors not less than 30 days prior to the meeting when the vote is to take place. Any changes in the manual shall be effective on the June 1st following their approval by the board.

Article VI

Officers

Section 1: Principle Officers: The principle officers of the corporation shall be a President, Vice-President, Secretary and Treasurer.

Section 2: Duties: The Officers of the Corporation shall have all the usual powers and shall perform all the usual duties incident to their respective offices and shall, in addition, perform such duties as shall be assigned to them from time to time by the Board of Directors. Without limiting the generality of the foregoing, the Officers shall have the following duties:

(a) PRESIDENT

The President shall be the chief executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the members and of the Board of Directors. He shall sign, or appoint another proper officer to sign any bank checks, deeds, mortgages, binds, contracts or other instruments which the Board have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws or by statute to some other officer or agent of the corporation; and in general he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time. In addition, he shall, with the approval of the Board, appoint such standing and special committees conducting the affairs of the society and he shall be a member, ex-officio, of all such committees. The president shall also serve as host of the annual convention.

(b) VICE-PRESIDENT

In the absence of the President, at his request, or in the event of his inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting shall have all powers of and be subject to all restrictions upon the President. The Vice-President shall perform such other duties as from time to time may be assigned to him by the President or Board of Directors and will be the Convention Chairperson. In the absence of both President and Vice-President, the senior Officer present shall preside.

(c) SECRETARY

The Secretary shall keep the minutes of the meetings of the members and Board of Directors in one or more books provided for that purpose; give all notices in accordance with the provisions of these By-Laws or as required by law; be custodian of the corporate records and of the seal of the corporation, and affix the seal of the corporation to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; and in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board. The secretary shall be chairman of the annual print competition.

(d) TREASURER

The Treasurer shall have charge and custody of and be responsible for all assets, funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected by the executive committee; and in general perform all the duties incident to the office of Treasurer and such duties as from time to time may be assigned to him by the President or by Board of Directors. He shall keep his financial records ready for inspection by the Board at all times. His financial records shall be audited on an annual basis or as the Board deems necessary. At regular Meeting of the Board, he shall make a general statement of the financial condition of the corporation and shall at the first Board meeting of the year following his term, submit a detailed report showing the financial transactions of the corporation for the preceding year, as well as a list of all corporation assets. All checks shall be signed by the Treasurer, and counter-signed by the Secretary, President or Vice President. He shall collect dues, pay all bills authorized by the Board and preserve proper vouchers of all payments.

Section 3: Term of Office: The Officers of the Corporation shall be elected for a term of one year. The President of the Corporation shall not immediately succeed him- or herself in office. An officer may be removed from office for a violation of the Board’s Policies and Procedures Manual or for a violation of the Standards of Conduct upon a 2/3 vote of the Board of Directors.

Article VII

Executive Committee

Section 1: Composition: There shall be an Executive Committee of the Board of Directors composed of the President, Vice President, Secretary, Treasurer and Chairman of the Board.

Section 2. Function: The function of the Executive committee is to call special meetings of the Board of Directors, to advise the president on special committee appointment; to make recommendations to the board of Directors regarding resolutions and amendments to these by-laws, or to the Corporation Charter; to approve new members; and generally to act in behalf of the Corporation on matters requiring attention at times when the entire Board of Directors cannot be called into session conveniently.

Section 3. Meetings: The Executive Committee shall meet at the call of the President or any two of its members. Official meetings may be conducted in person or by telephone, when members cannot conveniently physically meet.

Article VIII

Meetings

Section 1. Annual Meetings: There shall be a regular annual meeting of the membership of the Association for the purpose of the election of the Board of Directors, one each year, at the time and place designated by the Board of Directors. Such meeting shall take place prior to May 15 of each year. The regular annual meeting of the Board of Directors shall be held immediately following the close of the annual members meeting.

Section 2. Convention: There shall be a regular annual convention for the members of the Association and other participants as deemed appropriate by the Board of Directors, one each year, at the time and place designated by the Board of Directors. Such convention may be held concurrently with the annual meeting or may be held separately. The Vice- President shall serve as chairperson of the convention.

Section 3. Special Meetings: Special meetings of the members may be called at any time upon a majority vote of the Board of Directors or at the written request of at least twenty percent (20%) of the members filed with the secretary, who shall then issue such a call forthwith. Written notice of the meeting must be provided at least 10 days prior to such meetings to the last known address of all members.

Section 4. Quorum: A quorum at any meeting of the members shall consist of a majority of members present at such meeting. A majority of such quorum shall decide any question that may lawfully come before the meeting.

Section 5. Order of Business: The order of business of the members shall be:

(a) Roll Call

(b) Proof of due notice of meeting

(d) Reports of Officers and Committees

(e) Election of Officers

(f) Unfinished Business

(g) New Business

(h) Adjournment

Article IX

Cash and Disbursements

Section 1. Funds: All funds of the Association shall be deposited to the credit of its account with such depository or depositories as may be designed hereafter by the Board of Directors.

Section 2. Disbursements: All disbursements shall be made by check signed by the Treasurer, and counter-signed by the Secretary, President or Vice President.

Article X

Seal

The official Seal of the Association shall bear the name of the Association and the word “Seal.”

Article XI

Contracts

No Officer, Director or Member shall enter into any binding contract without the approval of the Executive Committee. Contracts must be countersigned by the respective Officer or Committee Chairperson.

ARTICLE XII

AMENDMENTS TO THE BY-LAWS

Any alterations, additions or amendments to the By-Laws may be made at a business meeting of the Association by a two-thirds (2/3) vote of the members present, provided that such proposed amendments have been submitted to the Board of Directors and have been made available to each member of the Association at least ten (10) days prior to the meeting at which the same are to be considered.

ARTICLE XIII

Parliamentary Authority

All questions of parliamentary law not specifically addressed in these by-laws shall be decided in accordance with current Robert’s Rules of Order.

Article XIV

Dissolution

In the event this association is to be dissolved, upon a majority vote of the membership present at a general membership meeting, the existing board of directors shall, as their final official action, select a photographic school, institution or association to receive any balance or monies in the PPANM treasury with which to establish photographic grants or scholarship.

This is a true and correct copy of the by-laws of said Corporation adopted February 23, 1960; amended January 17, 1974; February 7, 1981; February 4, 1985; February 24, 2989; July 23, 1989; February 15, 1993; and November 16, 1997, and February 18, 2006, and that said by-laws are in force and effect as of February 18, 2006.