Revised & Amended 2018

As passed April 29, 2018

 

Article 1

Name

The name of this organization shall be Montana Professional Photographers Association.

 

Article 2

Objective

 

To encourage and foster:

(a) Higher ideals of professional photography

(b) High ethical standards in business and our profession

(c) The advancement of understanding, goodwill and peace through

a state fellowship of business men and women united in professional photography

(d) This organization shall be a nonprofit organization, and no benefits shall inure to the benefit of any

individual member, and in the event of dissolution, any assets remaining shall be delivered to an

organization recognized by the Internal Revenue Service as a nonprofit charitable tax-exempt organization.

 

Article 3

Membership

 

Section 1. Kinds: There may be four kinds of membership: Active, Associate, Aspiring and Student

 

Section 2. Qualifications:

 

Active membership: Men and women of good character and good business reputation; engaged as proprietor,

partner, corporate officer or manager of any worthy state professional photographic business are entitled to vote and hold office.

Associate Membership: Associate members include spouses, employees, and manufacturer representatives.

 

Aspiring Membership: For an individual just entering the profession as a photographer; for first time members only.

Aspiring membership will automatically up-graded to Active Member in two years or if requested, after one year.

 

Student Membership: Students of approved schools in the photography field. The board of directors will be the

deciding factor as to which schools will be approved. This membership will automatically up-graded to Active

Member one year after the individual leaves school or at any time if requested.

 

Section 3. Qualifications:

Associate membership: Members shall have no vote nor be eligible to hold any office in the association. Shall have

no interest in any property of the association, but shall be entitled to attend all meetings and enjoy all other

privileges of the association.

 

Article 4

Duration of membership

 

Section 1. Period: Active or associate membership shall endure for life, unless terminated as hereinafter provided.

 

(a) Nonpayment of dues shall result in automatic suspension of membership. Membership shall be suspended

for nonpayment of dues but can be reinstated by payment of current year's dues plus an additional fee as

determined by the board.

 

(b) All members shall subscribe to and be governed by the Code of Ethics adopted by the Association. The

Code of Ethics shall be a part of the application for membership to this organization.

 

(c) Code of Ethics

I will:

(1) Endeavor to maintain dignity of manner in my behavior, in the presentation of my photography and

photographic services, in my appearance and that of my studio or place of business, and in all other forms

of public contact.

(2) Observe the highest standard of honesty in all my transactions, avoiding the use of false, confusing,

inaccurate and misleading terms, descriptions and claims.

(3) At all times endeavor to produce photographs of quality equal or superior to the samples I display, to

apply my best efforts towards providing the best photographic services and to play my part in raising the

general standard of photographic craftsmanship.

(4) Show a friendly spirit of cooperation to my fellow professional photographers and assist them whenever

possible should they be in trouble or difficulty.

(5) At all times avoid the use of unfair competitive practices and hereby subscribe to the Federal Trade

Commission Rules of Fair Competitive Practices for the professional photographic industry.

(6) Assist my fellow photographers and share my 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.

 

(d) Violation of Code of Ethics

 

In the event of an alleged violation of this section (b), by a member or non-member complainant, the accused

member shall be given written notice of the alleged charges or violations, and a hearing before the Board of

Directors shall be scheduled at which time the complaining and accused member(s) shall be present in person.

At that time said complaining and accused member(s) shall be given the opportunity to present their evidence

relevant to the allegation(s). The Board of Directors shall then determine from the facts presented whether or

not a violation occurred and if suspension or revocation of membership is warranted, and shall notify the

complaining and accused member(s) of their decision in writing. In the event the decision of the Board is to

suspend or revoke the membership, the accused member(s) shall have the right of appeal to the full

membership. This appeal must be made in writing and filed with the Business Manager of MPPA within

twenty days from the date of notification of Board action suspending or revoking the individual's membership.

Failure to file written notice of appeal with the Business Manager of the MPPA within the time prescribed shall

render final the previous action of the Board of Directors.

 

In the event an appeal is timely made, a full hearing shall be convened before the membership of the

Association at which time the evidence for and against the individual shall be presented in person by the

complainant and/or accused. Failure to personally appear by the complainant and/or accused shall negate the

appeal. Upon completion of all evidence in the matter, the membership, by written ballot, shall vote to suspend

or revoke or reinstate the individual. Such vote, by a two-thirds majority vote of the members present, shall be

final and conclusive in the matter.

 

(1) All charges against members violating the Code of Ethics shall be in writing and a copy shall be

furnished the member accused.

(2) Failure to appear personally to answer alleged accusation(s) shall be sufficient grounds to suspend or

revoke membership. Failure to be personally present by the complainant shall be sufficient grounds

for the Board to dismiss the allegation(s) and the matter will be considered closed.

(3) All decisions of the Board and membership appeal shall be in writing.

(4) Notice of hearings shall be in writing and may be given in person or by registered mail at least ten (10)

days prior to the hearing. The signed delivery receipt from the Post Office shall be sufficient proof of

notice having been given. Persons delivering notice by personal delivery shall provide written receipt of

delivery bearing signature of the recipient to the Board of Directors. Copy of said receipt shall be provided

to recipient.

 

Article 5

Territorial Boundaries

 

The territorial boundaries of this organization shall be the State of Montana. Failed approval by majority vote at

the annual membership meeting held April 29, 2018 in Helena, MT.

 

Article 6

Meetings

 

This association shall meet regularly once each year as provided in the By-Laws. This meeting shall hereinafter be

referred to as the annual membership meeting.

 

Article 7

Dues

 

Each active and associate member of this organization shall pay annually such sums as may be set forth by the

association.

 

Article 8

Officers and Directors

 

Section 1. The governing body of this association shall be a Board of Directors to be constituted as the By-Laws of

the association provide.

 

Section 2. The Board shall have general control over all officers and committees and may, for good cause, declare

any office vacant. It shall be the Judicial body to decide action on misconduct of a member. The decision of the

Board in all matters shall be final, subject only to an appeal to the association by a member or members in good

standing. Appeal may be taken from any decision of the Board of Directors to the association. On such appeal, the

decision appealed from shall be reversed only by a two-thirds vote of the members present at a regular meeting to be specified by the Board of Directors, a quorum (51%) being present. Notice of such appeal shall be given by the

Business Manager to all members of the association at least five days in advance of such meeting.

 

Section 3. The officers of this association shall be a President, First Vice-President, Second Vice-President,

Immediate Past-President and five (5) duly elected directors.

 

Section 4. The directors shall be elected annually in the manner prescribed in the By-Laws of this association and

shall hold office for terms as set forth in the By-Laws.

 

Section 5. All bills approved by the Board of Directors shall be paid only by checks or debit card signed by the

Business Manager or Treasurer of MPPA or a designated officer of MPPA.

 

Article 9

Order of business

 

The annual membership meeting shall be presided over by the President unless he/she cannot attend in which case

the First Vice-President will preside. Proper Roberts Rules of Order will be followed at annual membership

meetings with a parliamentarian present, who is a member of the MPPA, designated by the Board of Directors.

 

Open—Roll Call

Reading of Minutes

Treasurer's Report

Report of Committees

Unfinished Business

New Business

Adjournment

 

Article 10

By-Laws Amendments

 

By-Laws may be amended at any regular meeting or special meeting called for that purpose, a quorum (51%) being

present, by a two-thirds vote of all active members present, provided that notice of such proposed amendment shall have been delivered to the Business Manager at least thirty (30) days before the date of the opening of the meeting and mailed and/or emailed to each member at least ten days before such meeting. No amendment or addition to the By-Laws can be made which is not in harmony with the Constitution of the Association.

 

Article 11

Constitution Amendments

 

Amendments to the Constitution shall be made only at an annual membership meeting of this association, a seated

quorum (51%) being present, by a two thirds vote of the membership present at such annual memberhsip meeting.

No proposed amendment shall be acted upon unless a copy of such proposed amendment shall have been delivered

to the Business Manager at least thirty (30) days before the date of the opening of the meeting and said proposed

amendment shall have been mailed and/or emailed to each member at least ten days before such meeting. Any

amendment coming up for consideration at Convention and under an emergency case shall be read by the Business

Manager before the members in attendance not later than the day before the time of voting on such amendment and may, if the directors determine it to be an emergency, be adopted at the annual membership meeting.

 

 

BY-LAWS OF THE MONTANA
PROFESSIONAL PHOTOGRAPHERS ASSOCIATION

Article 1

Election of Officers and Directors

 

Section 1. At the annual membership meeting the presiding officer shall ask for nominations by the nominating

committee, which will consist of the Past Presidents in attendance, for Second Vice-President and any vacancies on

the Board of Directors. The Second Vice-President shall automatically advance to First Vice-President and the First

Vice-President shall become President.  Nominations for Second Vice-President may be made from the floor only after the

nominating committee has made its nomination.  A nominee for Second Vice-President must have served for two (2) years as an active member of the Board of Directors to be eligible for election.  The nominations duly made shall be voted upon by written secret ballot at the annual meeting. The candidate for Second Vice-President receiving the majority of the votes cast shall be declared elected.  Nominations for Directors may be made from the floor only after the nominating committee has made its nominations. The nominations duly made shall be voted upon by written secret ballot at the annual membership meeting. The candidates for directors receiving the highest votes shall be declared elected as directors, and they, together with the retiring President, shall be admitted to office on the Board of Directors. Two directors will be elected for a term of one year, two directors will be elected for a term of two years and one director will be elected for a term of three years.

 

Section 2. The officers and directors, so elected, together with the immediate past president, shall constitute the

Board of Directors and shall meet within one week after the annual membership meeting and assume the duties of

their respective offices. They shall be publicly installed into their respective offices during the annual Awards Banquet.

 

Section 3. The Secretary will be a board member appointed by the president. It shall be the duty of the Secretary to

attend all meetings of the Board and the annual membership meeting. The secretary will keep record of attendance at

meetings and will record and preserve the minutes of such meetings.

 

Section 4. The Board of Directors will appoint a Treasurer. It shall be the duty of the treasurer to maintain and

manage all funds and financial accounts for MPPA in a manner approved by the Board of Directors. This includes

checking, savings and investment accounts. An MPPA past president, approved by the board, will also be on the

signature card of record in case the Treasurer is unavailable or incapacitated. The Treasurer will oversee any firm

hired by the Board of Directors to do bookkeeping and filing of appropriate tax forms. The Treasurer is the contact

person for the IRS. Upon demand all appropriate reports and records must be made available to the Board of

Directors or any MPPA member. The Treasurer shall also perform such other duties pertaining to this office.

 

Section 5. The Board of Directors shall hire a Business Manager for a three-year term renewable annually, to run

concurrent with the fiscal year. Business Manager’s salary and/or expenses to be paid by MPPA as deemed

necessary. It shall be the duty of the Business Manager to attend all meetings of the Board and the annual

membership meeting. Also, to keep the records of membership, send out notices of meetings of the Association,

Board of Directors and Committees, handle printed and written material including mailings as deemed necessary by

the Board. The Business Manager will maintain the association office, store association assets and literature. This

position will also be the affiliate liaison and contact person for PPA (Professional Photographers of America) and the

State of Montana. Upon retirement, resignation or dismissal from office, he/she shall turn over to his/her successor,

or to the association, all association property in his/her possession.

 

Section 6. In the event of a vacancy on the Board of Directors or any office, the remaining members of the Board

will fulfill the duties of the vacated position(s).

 

Section 7. One shall have been an active member for at least two consecutive years to be eligible to serve on the

Board of Directors.

 

Article 2

Duties of officers

 

Section 1. President: It shall be the duty of the President to preside over all meetings of the association and Board

of Directors and to perform such other duties ordinarily pertaining to the office.

 

Section 2. First Vice-President: It shall be the duty of the First Vice-President to preside over meetings of the

association and Board of Directors in the absence of the President and to perform such other duties ordinarily

pertaining to the office.

 

Section 3. Second Vice-President: It shall be the duty of the Second Vice-President to preside over meetings of the

association and Board of Directors in the absence of the President and First Vice-President and to perform such other

duties ordinarily pertaining to the office.

 

Article 3

Meetings

 

Section 1. Annual Membership Meeting: The annual membership meeting of this association shall be held once a

year, at a date to be fixed each year by the Board of Directors, at which time the election of officers and directors to

serve for the ensuing year shall take place.

 

Section 2. Fifty-one percent (51%) of the active membership shall constitute a quorum at the annual membership

meeting of this association.

 

Section 3. A majority of the Board members shall constitute a quorum (51%) of the Board of Directors.

 

Section 4. Any member of the Executive Board or any three Board members may force a Board of Directors

meeting. The executive board shall consist of the President, First Vice President and Second Vice President.

 

Article 4

Dues

Section 1. The amount and due date of all annual dues and fees shall be decided upon annually at a meeting of the

Board of Directors. The membership shall be notified by the best means possible of such dues and due dates. The

board may assess additional fees as deemed necessary.

 

Section 2. Five dollars ($5.00) of the dues collected from active and associate members shall be placed in a special

fund called the MPPA Education Investment Fund. The disbursement of the MPPA Education Investment Fund shall

be done in a manner prescribed by Article 10.

 

Article 5

Method of Voting

 

The business of this organization shall be transacted by voice vote except the election of Officers and Directors,

which shall be by written secret ballot. In the event a clear majority cannot be determined by voice vote, any voting

member may request a show of hands or written vote.

 

Article 6

Committees

 

The President shall, subject to approval of the Board of Directors, appoint the following committees: Membership,

Program, Audit and By-Laws and Constitution. All committee members will be members of the MPPA in good

standing. These committees should be appointed at the first board of directors meeting following the annual

membership meeting in which the president was elected. The president may appoint additional committees as

needed.

 

Article 7

Duties of Committees

 

Section 1. Membership Committee: This committee shall investigate the character, business, social standing and

general eligibility of persons applying for membership in a timely manner and shall report their findings on all

applications to the Board of Directors.

 

Section 2. Program Committee: This committee shall prepare and arrange programs for the annual membership

meeting and additional special meetings. They shall prepare and arrange such social functions as may be directed by

the Board of Directors or President.

 

Section 3. The Audit Committee: This committee consists of three (3) members appointed by the President. A

member of the Board of Directors, an Active member and a Past President shall be named to this committe. An audit

shall be conducted once a year, prior to the annual membership meeting, for the 12 month period running from the

months March to March. The results of this audit shall be given to the President and available to all members.

Section 4. The Constitution and By-Laws Committee: This committee shall consist of three (3) Past-Presidents

and shall meet, at a minimum, once every five (5) years. The By-Laws Committee may meet as deemed necessary

by the Committee or the Board of Directors. Members of this Committee shall be named by the current President.

 

Article 8

MPPA Education Investment Fund

 

Section 1. MPPA Education Investment Fund: This fund is strictly for the purpose of furthering educational

opportunities for MPPA members. It will be a professionally managed and administered fund with guidelines set

forth by a formal investment policy adopted and adhered to by the Board of Directors.

 

Section 2. An advisory committee consisting of three (3) MPPA members in good standing shall oversee the MPPA

Education Investment Fund. These three (3) members shall be the current MPPA President, one active Member for a

term of three years and one MPPA Past President for a term of five years. This committee is responsible for the

fiscal oversight and monetary awards of the MPPA Education Investment Fund, including fund raising proceeds.

Two Committee members will be elected by the general membership at the annual membership meeting. The current

President will assume the third position by virtue of their position. MPPA election and voting policies will apply to

such election.

 

Section 3. Disbursements or awards from the MPPA Education Investment Fund will be at the request of the MPPA

Board of Directors and granted by a majority vote of the Committee. Only qualified requests will be considered.

Qualifying requests may be funded for: Scholarship, Training/ Educational seminars or related expenses for

providing such educational opportunities to MPPA members (travel, lodging, materials, etc.) or any other reason

perceived as educational for MPPA members by the Fund Committee.

 

Section 4. The MPPA Education Investment Fund Committee will have no direct access to the fund. The Board of

Directors may not make disbursements without Committee approval and only then for the amount approved. There

will be no separate financial account (checking, savings or secondary investment account) for the purpose of the

MPPA Education Investment Fund. All disbursements will go directly to the MPPA Treasurer for deposit into the

general MPPA account for distribution.

 

Section 5. Under no circumstances will the MPPA Education Investment Fund principle (including reinvestments)

be withdrawn or used as collateral except to transfer funds to another investing institution. Transfer can only be

made by a majority of Fund Committee members and the MPPA Board of Directors. Disbursements will only be

made from the profits realized from the Investment Fund, or designated cash allocation, set forth by the Investment

Policy.

 

Section 6. The MPPA Education Investment Fund Committee will meet annually. The Committee will give reports

to the membership at the annual membership meeting. The $5.00 portion of MPPA annual dues, indicated in By-

Laws Article 4, Section 2, will be deposited into the fund annually within 30 days after the due date in which annual

dues must be paid.