ARTICLE I
Name
The name of this corporation shall be:
PROFESSIONAL PHOTOGRAPHERS ASSOCIATION OF NEW MEXICO, INC.
ARTICLE II
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, 1st Vice-President and attested by the Secretary or Executive Secretary and shall bear the official seal of the Association.
Section 2. Class of Membership: There shall be six classes of members. Active Members, Associate Members, Sustaining Members, Student Members, Retired 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. Resident 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 members 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. Resident 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) Retired Membership: The following persons who have formerly been active members of the Association for 20 years and in the field for photography a minimum of 35 years may submit their resume to the Executive Committee for the retired status membership. Retired members may not serve on the Board of Directors or hold office.
(f) 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 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, retired 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.
ARTICLE III
Dues and Assessments
Section 1: All applications for active, associate, sustaining and student membership shall be accompanied by one year’s annual dues.
Section 2: 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. Retired and Life members shall have annual dues waived.
Section 3: 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, retired or life member.
ARTICLE IV
Directors
Section 1. Number: The affairs of the Corporation shall be controlled, managed and governed by the Board of Directors consisting of the President, 1st Vice-President, 2nd Vice-President, Secretary, Treasurer, Assistant Treasurer, Executive Secretary, Director at Large and eleven elected members as hereinafter provided.
Section 2. Term of Office: District and Regional Directors shall be elected for a term of one year. At the annual meeting of the members, the members of each district and region, as herein provided, shall elect a director to serve a one year term. The Board of Directors shall have the authority to fill vacancies occurring upon the Board by reason of death, resignation, removal from the state, failure of a district or region to elect a director or removal from office for a violation of the Board’s Policies and Procedures Manual upon a 2/3 vote of the Board of Directors, that if reasonable, possible replacement directors shall be chosen from the district or Region where a vacancy has occurred.
Section 3. Election of District Directors: For the purpose of district directors, the state shall be divided into seven districts, to-wit:
(a) District 1: Consists of the following counties in the state of New Mexico: San Juan, Rio Arriba, Los Alamos, McKinley, Valencia, Catron, Soccoro, Torrence and Cibola.
(b) District 2: Consists of the following counties in the state of New Mexico: Santa Fe and Sandoval.
(c) District 3: Consists of the following counties in the state of New Mexico: Toas, Colfax, Union, Mora, Harding, San Migual, Guadalupe, Quay, DeBaca and Curry.
(d) District 4: Consists of the following counties in the state of New Mexico: Grant, Sierra, Otero, Lincoln, Hildalgo and Dona Ana.
(e) District 5: Consists of the following counties in the state of New Mexico: Chaves, Roosevelt, Eddy and Lea.
(f) District 6: Consists of the following counties in the state of New Mexico: The portion of Bernalillo County which lies North of I-40.
(g) District 7: Consists of the following counties in the state of New Mexico: The portion of Bernalillo County which lies South of I-40.
A District Director’s place of business must be within the district; representing only one district for his or her term of office.
Section 4. Election of Regional Directors: For the purpose of the election of Regional Directors, the state of New Mexico shall be divided into four regions, to-wit:
(a) Region 1: Region 1 shall consist of that part of the state of New Mexico which lies North of I-40 and West of I-25.
(b) Region 2: Region 2 shall consist of that part of the state of New Mexico which lies North of I-40 and East of I-25.
(c) Region 3: Region 3 shall consist of that part of the state of New Mexico which lies South of I-40 and East of I-25.
(d) Region 4: Region 4 shall consist of that part of the state of New Mexico which lies South of I-40 and West of I-25.
A Regional Director’s place of business must be within this region; representing only one region for his or her term of office. A Regional Director shall have served on the Board of Directors for a minimum of 3 years prior to election.
Section 5. Directors: The members of each district and region shall at each annual meeting, elect from the members residing in their district or region a member to the Board of Directors to serve a one year term.
Unless the immediate past President of the Association has been reelected to the Board, from his or her district or region, he or she shall be deemed automatically elected as the Director at Large for the ensuing year. If the immediate past President of the Association has been relocated to the Board from his or her district or region, the Board of Directors, at its regular meeting held immediately following the adjournment of the annual meeting shall elect the Director at Large for the ensuing year.
Section 6. Organization Meeting: At the regular meeting of the Board of Directors its members shall by electing, from among the Directors, the Offices of the Corporation to serve until the following regular annual meeting of the Board.
Section 7. Notice of Meeting: Written notice of the time and place of meetings of the Board shall be given to each member of the Board either personally or by mail, addressed to his or her last known address, at least five days prior to the day of the meeting; provided however, that a Director may wave the giving of the five day notice herein required.
Section 9. Quorum: Ten Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as an act of the Board of Directors.
Section 10. Policies and Procedures Manual: The Board of Directors shall maintain, as a means of effectively organizing the affairs of the corporation, a Policies and Procedures Manual. Adoption of, additions to and changes in the manual shall be done 2/3 vote of the Board of Directors at a duly called meeting where Directors and Officers have been made aware of the consideration prior to the meeting. Any changes in the manual shall not be effective until the following June 1st.
ARTICLE V
Officers
Section 1. Principle Officers: The principle officers of the corporation shall be a President, 1st Vice-President, 2nd Vice-President, Secretary, Treasurer, Assistant Treasurer, and Executive Secretary.
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 generally 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 preside at all meetings of the members and the Board of Directors. He or she shall have supervising control over the business of the Corporation and shall generally manage and direct its affairs. He or she shall be ex-officio, be a member of each special committee of the Corporation.
(b) 1st Vice-President: In the absence or inability to act, of the president, the 1st Vice-President shall perform the duties of the President and shall perform such duties as the Board may, from time to time prescribe.
(c) 2nd Vice-President: 2nd Vice-President shall assist the President and the 1st Vice-President in a timely and efficient performances of their duties. Shall preside at the meeting in the absence of the President and the 1st Vice-President. Shall assist the 1st Vice-President in his or her capacity as Convention Chairperson during the annual Convention, and shall perform such other duties as the Board, from time to time, prescribe.
(d) Secretary: The Secretary shall have charge of keeping the records, books and papers of the Corporation and shall also attend to such duties as the Board of Directors may, from time to time, prescribe. The Secretary of the Corporation shall act as Secretary of all meetings of the Board of Directors, or in his or her absence, the officer presiding at the meeting, may appoint any Director to act as Secretary of such meeting.
(e) Treasurer: The Treasurer shall have, under the direction of the Board of Directors, custody and charge of the funds of the Corporation and shall keep accurate books of account showing the receipt and expenditures of money of money of the Corporation. He or she shall deposit the funds of the Corporation in such bank or banks as may be selected by the Board of Directors. Shall collect all monies due the Corporation, and shall pay such bills as may have been approved for payment in such manner as the Board of Directors may, from time to time, prescribe. Shall furnish a yearly financial statement to the Board of Directors, he or she, shall give bond for faithful performance of his or her duties.
(f) Assistant Treasurer: The Assistant Treasurer shall assist the Treasurer in his or her duties. Help Treasurer with the Registration Desk during the hours the desk is open at the annual convention. Assist the Treasurer in preparing financial conditions for each Board of Directors meeting and Annual Convention. Shall perform such duties as the Board of Directors may, from time to time, prescribe.
(g) Executive Secretary: The Executive Secretary shall assume the position as follows:
(1) This is a salaried position consisting of a minimum of $20.00 per month plus IRS approved mileage to and from conventions, while in attendance, plus the total amount of all reasonable expenses at the Association functions with the Board of Directors approval.
(2) The Executive Secretary shall file State Corporate papers, attend all meetings of the Corporation; investigate insurance liabilities; conduct correspondence for the Corporation and affiliate; maintain current mailing lists; retain the old file records; is authorized, with Board of Directors approval, to verify and/or correct record and keep by-laws up to date; shall be in possession of official minutes of meetings, furnished by the Secretary, The Executive Secretary has the power to vote.
Section 4. Term of Office: The Officers of the Corporation shall be elected for a term of one year. The term shall run from June 1st until May 31st. The President of the Corporation shall be elected for only one term and may not succeed himself or herself in office. An officer may be removed from office for a violation of the Board’s Policies and Procedures Manual upon a 2/3 vote of the Board of Directors.
ARTICLE VI
Executive Committee
Section 1. Composition: There shall be an Executive Committee of the Board of Directors composed of the President, 1st Vice President, 2nd Vice President, Secretary, Treasurer, Assistant Treasurer, Executive Secretary and Director at Large.
Section 2. Function: The function of the Executive Committee shall be to aid and assist the Officers in the Corporation in the exercise of their duties; to call special meetings of the Board of Directors; advise the President on special committee appointments; 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.
ARTICLE VII
Other Committees
Section 1. Appointment: The President shall appoint all other committees upon the advise of the Executive Committee and subject to confirmation by the Board of Directors.
Section 2. Authority of Committees: It shall be the function of committees to investigate and make recommendations and also to carry out such assignments of the duties as are specifically referred to any given committee by the President.
Section 3. Committee Meetings: Meeting of Committees may be called at any time by the President or by the Chairman of such committee.
ARTICLE VIII
Meetings
Section 1. Annual Meetings: There shall be a regular Annual meeting of the membership of the Association, one each year, at the time and place designated by the Board of Directors, such meeting to be held either in February, March or April of each year.
Section 2. 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.
Section 4. Quorum: A quorum at any meeting of the members shall consist of a majority of the members of the Association present at such meeting. Except as to matters of the election of directors, 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
(c) Reading and disposal of any unapproved minutes
(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, approved and countersigned by the Executive Secretary or, in case of emergency, the President.
ARTICLE X
Seal
The Corporation Seal of this Association shall bear the name of the Association and the word “Seal”
ARTICLE XI
Contracts
No Officer, Director or Members shall enter into any binding contract without the approval of the Executive Committee, i.e., Hotel, Program Talent, Print Judges, trade Show, Seminars, etc. shall sign a contract with the Association as to expenses to be paid, date and time of activities to be performed for the Association. Contracts to be countersigned by the respective Officer or Committee Chairperson.
ARTICLE XII
Amendments
These by-laws may be amended, repealed, or altered in whole, or in part, by 2/3 vote of the entire active and associate membership in good standing at any regular meeting, or by vote at any special meeting such proposed action has been announced in call and notice of such special meetings.
ARTICLE XIII
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, 1989; July 23, 1989; February 15, 1993; and November 16, 1997 and that said by-laws are in force and effect as of November 16, 1997.