Notice of Annual Meeting for the Membership of TPPA

This notice is to provide the TPPA Membership the required 30 day notice of a TPPA General Membership Meeting scheduled for August 31, 2021 at 7PM Central via webinar.  This meeting will include a vote on a proposed bylaws change for TPPA and the election of officers for 2022.

Notice of Proposed Bylaws Change

This notice is to provide the TPPA Membership the required 30 day notice of a proposed bylaws change for TPPA.  These proposed bylaws will be voted on during the TPPA General Membership Meeting scheduled for August 31, 2021 at 7PM Central via webinar.

A Bylaws Action Team was appointed to review our current bylaws and to suggest changes  that would better serve the membership of TPPA.  The Action Team presented their proposal with their findings and the following Proposed Bylaws Changes:

To make the by-laws more concise the Executive Council of the Texas Professional Photographers Association has determined that a rewrite of the Association by-laws is needed to better serve the association and it’s membership.  The new proposed by-Laws will:

  • Move appropriate verbiage and subsections into the procedures manual.
  • Rename, modify and expand the process for selecting the current Councilors at Large positions, resulting in a more consistent leadership chain.
  • To shift the responsibility of policy development and visioning power from the Board of Directors to the Executive Council.
  • Eliminate the inconsistent governing body of the  Board of Directors,
  • Use more common sense language when conducting association business.
  • Clean up the spelling and grammatical errors

Current Bylaws

BY-LAWS
Texas Professional
Photographers Association, Inc.

BE IT ENACTED as By-Laws of the Texas Professional Photographers Association, Inc. as follows:

ARTICLE I
Name and Main Office
The name of this organization shall be the Texas Professional Photographers Association, Inc. and the main office of the association shall be in the City of Grand Prairie, County of Dallas, State of Texas, or any other place as the Directors may from time to time determine.

ARTICLE II
Purposes
To advance photography in all its branches both as an art and a profession; to promote, foster, and maintain cordial relations, cooperation and interchange of thought and opinion freely among its members; to educate its general membership as to the many benefits to be derived from competitors helping each other improve their work; to oppose violations and infringements of the rights of professional photographers as individuals; to raise the standing of the profession in the eyes of the public; to cooperate with all agencies, departments, or organizations, either governmental or private, having to do with any phase of the profession of photography to act as a clearing house for funds collected from its members and other sources for promoting professional photography, maintaining and publishing a magazine for the Association for communicating with its members and promulgating technical information for educational purposes. All such purposes shall be achieved according to law. No part of the assets or earnings, if any, of this corporation shall ensure or be payable to or for the benefit of any private shareholder, or individual.

ARTICLE III
Membership
Sec. 1. Membership in this organization shall be open to all persons who derive income from professional photography and allied services, and certain other persons as described in the following sections, and agrees to abide by the Code of Ethics Applications for membership in this association will not be accepted from any person who is less than eighteen (18) years of age, with the exception of students, as covered under Article III, Section 5. (6) (9)

Sec. 2. There shall be seven types of membership classifications as follows:
Professional; Active; Life; Student; Honorary; Service; and Staff Associate. (9)

Sec. 3. Professional membership shall be extended to an individual who conforms to applicable laws as pertain to a business establishment; and to employees of other Professional members as described above and to in-plant photographers employed by a firm whose main purpose is not selling photographs. (9)

Sec. 4. Active membership shall be extended to individuals engaged in an occupation other than photography. (9)

Sec. 5. Student membership may be extended to full-time students preparing for a career in photography in a college, or approved vocational or technical school. Students must present proper credentials regarding school, course and instructor.

Sec. 6. Upon completion of his/her term as President, Life Membership shall automatically be extended to the outgoing President and his/ her spouse as individuals. All Life Members and their current spouses shall enjoy all the privileges of Professional Membership. (9)

Sec. 7. Service memberships shall be extended to all manufacturers of photographic wholesalers or stock houses, and manufacturers of photographic frames, mounts or other related items.

Sec. 7a. Staff Associate members shall be those individuals who are employed by Professional members or manufacturers and suppliers of service and supplies to the photographic industry. (9)

Sec. 8. The Board of Directors, upon receipt of an application and affidavit, shall bestow Honorary membership and relief from payment of dues and registration fees on members retired from the active business of photography who have been dues-paying members for 25 years. The Board of Directors may at its discretion waive the 25 year requirement.

Sec. 9. Spouses of Professional members may have the option of paying Professional membership in order to participate in print competition and/or voting; otherwise they are exempt from paying dues. (9)

Sec. 10. Professional and Active members shall enjoy all rights and privileges of the association, including the right to hold office, entering of prints in competition, voting on all matters, receiving of magazine, and other rights as may be or become available. Life members have all rights as Professional members. Student members may not hold office or vote. These members will receive the magazine. (9)(10)

Sec. 11. The Board of Directors may require as a condition of membership that all Professional and Active members sign and subscribe to a “Code of Ethics”, the wording and form of such document to be prescribed by the Board. (2) (4) (9)

ARTICLE IV
Membership Dues
Sec. 1. The Executive Council shall have the authority to establish the amount of annual dues.

Sec. 2. Life and Honorary Members, and their spouses, as individuals, shall not be required to pay dues or convention registration fees, but other members of their business organizations shall continue to pay dues as their classification requires.

Sec. 3. Annual Dues shall be payable in advance or for a period of 12 months, and shall run from initial payment date. Statements for annual dues shall be mailed or emailed to members no later than 30 days from expiration. (6) (9)

Sec. 4. Any member failing to remit his dues within sixty days after they have become due and payable shall be removed from the current membership list. (9)

ARTICLE V
Officers
Sec. 1. The elected officers of this Association shall be a President, a Vice-President, a Treasurer, and a Secretary.

Sec. 2. The above named officers shall be elected at a business meeting to be held annually and such officers so elected shall take office January 1 or until a successor to office shall have been elected. (9)

Sec. 3. In the case of death, resignation, or the inability to fulfill an elected office of the Association and upon the recommendation of the Executive Board, the Board of Directors shall have the authority to fill such a vacancy as they deem necessary to enable this Association to function until the next annual election.

Sec. 4. The duties of the president shall be: to preside at all meetings of the Executive Council, and at all general business meetings of the Association; to designate the time and place of special meetings of the Board with the approval of the Executive Council; to direct the activities of the association in a manner prescribed by the Board; to review all bills and accounts presented for payment; to act as a member exofficio of all committees; and to perform the duties generally imposed upon a like officer of similar associations.

Sec. 5. The Vice-President shall perform the duties of the President during the President’s absence or inability to serve and, in case of vacancy in the office of President caused by death or resignation, the Vice-President shall succeed to the office of President for the unexpired term. The Vice-President shall have complete responsibility for the photographic salon at the convention and/or all other TPPA print competitions under rules to be prescribed by the Executive Council. He shall choose the print juries as he shall deem necessary.

Sec. 6. The Treasurer shall perform all duties customarily the responsibility of such office. He shall keep a record of the income and disbursements and shall be the custodian of the operating funds of the Association; and shall, with the approval of the Executive Council render to the Board of Directors a report showing the financial conditions of the Association within sixty days after the close of any convention or seminar. Within ninety (90) days after the end of the fiscal year, he shall submit to the Board of Directors, with approval of the Executive Council, a complete audit or report relating to the Association’s financial operations during the said fiscal year. If the Board so directs, the Treasurer may be required to post a bond, the cost of which shall be borne by the Association. He shall also be required to keep a complete up-to-date record of all properties owned by the Association.

Sec. 7. The Treasurer shall succeed to the office of the President in the case of death or the resignation of both the President and the Vice-President and in such event will fill out the unexpired term.

Sec. 8. The Secretary shall perform all duties customarily the responsibility of such office in similar organizations. He shall keep a record of minutes of all proceedings at Board meetings and General Business Meetings of the Association. He shall take care of all correspondence necessary to the operation of the Association, and shall perform other secretarial duties as the President directs.

Sec. 9. The Secretary shall succeed to the office of the President in the event of the death, resignation, inability to serve of the President, Vice-President, and Treasurer, and in such event will fill out the unexpired term.

Sec. 10. The Officers of this Association and the Immediate Past President shall not be required to pay membership dues nor Convention Registration fees, and their expenses at official meetings of this
Association shall be reimbursed.

ARTICLE VI
The Executive Council
Sec. 1. The Executive Council shall be com-posed of the President, the Vice-President, the Treasurer, the Secretary, the Immediate Past President, and two councilmen-at-large appointed by the President, subject to approval of the elected officers. These councilmen-at-large shall have held office for one year, or until a replacement shall have been appointed.

Sec. 2. The Executive Council shall be chaired by the President and, in his absence, by the Vice-President. A quorum of the Executive Council shall be four members. The secretary shall act as the Secretary to the Executive Council and shall keep all official meeting minutes and issue all meeting notices. In the absence of the Secretary, the President shall appoint a meeting secretary. The Executive Council shall be called to meeting by the President; or shall be called to meeting when three or more Executive Council members jointly petition for a called meeting of the Executive Council.

Sec. 3. The Executive Council shall be empowered and responsible to administer the routine business matters and affairs of the corporation, and to implement the policies and resolutions adopted by the Board of Directors. The Executive Council may present any proposals or recommendations to the Board of Directors that it deems appropriate.

Sec. 4. The Executive Council shall serve as the Corporation’s Finance Committee. It shall audit and approve the budgets, books, and ac-counts of the corporation, and present financial reports to the Board of Directors.

Sec. 5. The Vice-President shall prepare, and present to the Executive Council, a proposed budget for his term as President. The Executive Council shall review, revise, and /or approve the proposed budget and recommend its adoption to the Board of Directors.

Sec. 6. The Executive Council, by delegation of one or more elected officers, shall have the authority to make binding contracts, agreements, and commitments regarding convention and seminar arrangements including hotel facilities and programming, and to make financial commitments for same, which commitments or contracts shall mature subsequent to their current term of office.

Sec. 7. The Executive Council shall have the authority to appoint or hire such paid employee(s) as it may deem necessary or expedient for the operation of the corporation, on a contract, temporary, part-time, or full-time basis. Such employee(s) shall have such title, duties, tenure, and compensation as may be mutually agreed upon, and such employment, except in that of a strictly temporary nature, shall be subject to confirmation by the Board of Directors.

Sec. 8. All members of the Executive Council are, and are hereby defined as, officers of the Corporation.

Sec. 9. Members of the Executive Council shall be reimbursed for travel and expenses incurred in the attendance of official meetings or in pursuit of their official duties.

ARTICLE VII
Board of Directors
Sec. 1. There shall be a Board of Directors which shall be the governing body of the Association, composed as outlined in subsequent sections. (1)

Sec. 2. The Executive Council shall be on the Board of Directors.

Sec. 2a. Texas representatives on the National Council of the Professional Photographers of America shall be on the Board of Directors.

Sec. 3. All local or regional Guilds within the State of Texas which are affiliated with the PPofA and include members of this corporation, may nominate one member to the Board of Directors, except that those Guilds with at least 25 Professional Active or Life Members in the TPPA in the previous fiscal year may nominate two members. To qualify for more than one member, Guilds must submit their membership list to the TPPA treasurer with their nomination for verification. All Guilds must submit names of their director nominees to the TPPA president no later than Feb. 1. (5) If director nominees are not made by that date, the director shall be appointed by the TPPA president. Director nominees must be members in good standing of both their local Guild and of the TPPA at the time of their selection, and their qualification is subject to review by the Executive Council.

Sec. 4. The TPPA President may appoint up to five (5) Directors-at-Large. Vacancies caused by resignation, death or inability to serve, shall be filled by TPPA Presidential appointment, subject to confirmation by the Executive Council. (1)

Sec. 5. The Board of Directors shall be chaired by the Immediate Past President, who shall retain the power of voting.

Sec. 6. The annual meeting of the Board of Directors shall be held at the same time and place of the annual membership meeting. Special meetings of the Board of Directors may be called by the President or by any five directors pursuant to formal notice mailed to each director not less than fourteen (14) days prior to the special meeting.

Sec. 7. A majority of the Board shall constitute a quorum for the transaction of business. Proxy votes will be allowed with written notice from the Director or the President of the local association, to the Chairman of the Board or the President of TPPA. (6)

Sec. 8. The Board of Directors, by a two-thirds majority vote at any regular or called meeting where a quorum is present, may enact, revise, amend or rescind any resolution it deems necessary for the orderly direction and conduction of the corporation’s business. Such resolutions shall have the force of law in the corporate operation.

Sec. 9. All officers of this Association and members of the Board shall serve without compensation.

Sec. 10. All members of the Board of Directors, except honorary members, who shall attend a special meeting of said Board, except those meetings held at any convention or seminar, shall be reimbursed for transportation to and from all meetings, and be allowed Per Diem expenses at a rate to be set by the Board.

ARTICLE VIII
Annual Meeting, Conventions and Seminars
Sec. 1. A convention shall be held every year (unless state or national conditions preclude such an event) at a time and place to be determined by the Executive Council. Weekend meetings or seminars may be held or cosponsored at the discretion of the Executive Council or Board of Directors. One convention or seminar each year shall be designated as the TPPA annual membership meeting. Notice of such annual meeting shall be provided to the membership. (9)

Sec. 2. The attendance at any annual meeting shall constitute a quorum.

ARTICLE IX
Committees
Sec. 1. All past Presidents shall become members of the Past President’s Council, said council being an official body of this Association, to meet at least once a year to act as a continuing force, to study, recommend, and advise the Board of Directors, but shall not retain the privilege of voting on matters before the Board. The Immediate Past President shall be Chairman of the Council.

Sec. 2. The President of this Association shall appoint a nominating committee, whose duty it shall be to study qualifications of members to hold office. The committee should have as its chairman the Immediate Past President of the Association, and shall consist of not less than three Active or Life members, including the chairman of the committee. This committee shall recommend from the Active Membership the name of a Member to hold each office of President, Vice-President, the office of Treasurer, and the office of Secretary. The Chairman of the committee shall make the committee’s report of recommendations to the general membership at the business meeting or the annual meeting, and he shall close his report by making a motion that the report of the nominating committee be accepted and that all names contained in the report be placed in nomination for office.

Sec. 2a. It shall also be the duty of the nominating committee to select nominees for the position of Texas Directors to the Board of Directors of the Southwestern Photographers Association, Inc. There shall be one Director represented in Southwest PPA. Elected Director shall serve for a period of five years, with terms beginning January 1 following election. The nominating committee will first present the name of the nominee to the Board of Directors for approval before making the nomination to the general membership. In case of resignation of a Director, or his inability to complete the elected term, a replacement Director will be appointed by the Executive Council to complete the term.

Sec. 3. The National Award, sponsored by the PP of A, may be given annually to a person who has made outstanding contributions to professional photography in Texas. A committee to choose the recipient shall be composed of at least three of the most recent prior recipients, with the most recent recipient serving as chairman.

ARTICLE X
Other Provisions
Sec. 1. The Association shall be affiliated with the Professional Photographers of America, Inc., and shall lend full support and shall encourage attendance at the annual convention of the PP of A, Inc., in every way possible; and authorize representation to the SWPPA Board of Directors as provided in the joint agreements, and nominations for the National Council as prescribed.

Sec.2. The fiscal year of the corporation shall be from January 1 to the next December 31. (9)

Sec. 3. In all matters of parliamentary procedure not otherwise directed in these articles, “Roberts Rules of Order” shall apply.

Sec. 4. Copies of these by-laws shall be available to the membership.

ARTICLE XI
Amendments
Sec. 1. Proposed amendments to this constitution shall be made in writing to the President and/ or Executive Council prior to any meeting of the Board of Directors. Upon review by the Board, the proposed amendments shall be presented to the next general membership meeting, with or without recommendation.

Sec. 2. Proposed amendments may be adopted by a two-thirds majority vote at any general member-ship meeting of the corporation, or by a two-thirds majority of the returned ballots when taken by mail. Whenever a mail vote is taken to amend this constitution, ballots are required to be returned, and the entire amendment shall be included with the mail ballot.

(1) Amended Feb. 28, 1977
(2) Amended Feb. 22, 1981
(3) Amended Feb. 27, 1983
(4) Amended March 10, 1986
(5) Amended June 30, 1986
(6) Amended Feb. 5, 1990
(7) Amended June 29, 1992
(8) Amended June 8, 1993
(9) Amended June 28, 2016
(10) Amended September 30, 2017

CODE OF ETHICS

Upon being accepted into membership in the Texas Professional Photographers Association, Inc., an applicant will subscribe without reservation to this Code of Ethics, will solemnly agree to:

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

(2) Observe the highest standard of honesty in all transaction, 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, to apply the best efforts toward providing the best possible photographic services and to raise 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, and 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 the Code in accordance with the statutes of the United States and the State of Texas in the decision of courts and governmental agencies of competent jurisdiction.

Proposed Bylaws

PLEASE NOTE:  REVISED 7/28/21

BE IT ENACTED as By-Laws of the Texas Professional Photographers Association, Inc. as follows:

ARTICLE I

Name and Main Office

1.1    The name of this organization shall be the Texas Professional Photographers Association, Inc. (TPPA). The main office of the Association shall be in the State of Texas or any other place as the Directors may from time to time determine.

ARTICLE II

Purposes

2.1    The Texas Professional Photographers Association, Inc, a non-profit profit Association, exists to:

  • advance photography in all its branches both as an art and a profession,
  • promote, foster, and maintain cordial relations, cooperation, and interchange of thought and opinion freely among its members,
  • educate its membership as to the many benefits to be derived from competitors helping each other improve their work,
  • oppose violations and infringements of the rights of professional photographers as individuals,
  • raise the standing of the profession in the eyes of the public,
  • cooperate with all agencies, departments, or organizations, either governmental or private, having to do with any phase of the profession of photography, and
  • act as a clearinghouse for funds collected from its members and other sources for promoting professional photography, maintaining and publishing a magazine for the Association for communicating with its members, and promulgating technical information for educational purposes.

2.2    All such purposes shall be achieved according to law.

2.3    No part of the assets or earnings, if any, of this corporation shall enure or be payable to or for the benefit of any private shareholder or individual.

ARTICLE III

Membership

3.1       Membership classifications, applications, and approval shall be in accordance with Board of Directors’ policy.

3.2       The Board of Directors may discipline, suspend, or terminate any membership and revoke any TPPA honors or distinctions for violation of this Association’s Code of Ethics or for other just cause.

3.3       The Code of Ethics shall be determined by the Board of Directors.

3.3.1    Each member is expected to abide by the Association’s Code of Ethics.

3.4       The Board of Directors shall establish the amount and manner of payment of dues, fees, and other charges.

ARTICLE IV

Board of Directors

4.1    The Board of Directors of this Association shall be:

4.1.1    The President, who shall serve as the Chief Elected Officer of this Association.

4.1.2    The Vice President, who shall also serve in place of the President if necessary.

4.1.3    The Treasurer, who shall serve as the Financial Officer of this Association.

4.1.4    The Secretary, who shall perform all duties customarily the responsibility of such office.

4.1.5      The Chairperson of the Board who is the immediate Past President.

4.1.6    Three  additional directors.

4.1.6.1    Two shall be elected by the Membership.

4.1.6.2    One shall be appointed by the Vice President, with the approval of the Board.

4.2    The Nominating Committee shall nominate the slate of candidates for the Board of Directors.

4.3       The Board of Directors shall have supervision, control, and direction of the affairs of the Association and its executive office, and shall determine policies within the limits of the laws of the State of Texas, the Articles of Incorporation, and these By-Laws.

4.4     Elected positions include President, Vice President, Treasurer, Secretary, and two Directors, to serve with the Chairman of the Board.

4.5    Elected positions may only be filled by current members of the Association.

4.6    Elections to fill these positions shall be held at the Association’s Annual Meeting.

4.7    Vacancies on the Board of Directors will be filled by appointment of the President with approval of the Board of Directors.

4.8    All Director positions shall be for a term of one calendar year.

ARTICLE V

Recall

5.1       Any elected or appointed official of this Association may be recalled by a majority vote of the appointing, governing, or electing authority, provided that proper precautions for the protection of these officials and their interests are observed.

5.2      (Thirty) 30 day notice and a petition signed by (twenty) 20 percent of the electing
authority must be provided before a recall vote.

ARTICLE VI

Committees

6.1       In accordance with its policies, the Board of Directors may establish such committees and action teams as it deems appropriate.

6.2       The President of this Association shall appoint a nominating committee each year, whose duty it shall be to study qualifications of members to hold office.

6.2.1    The committee will have as its chairman the immediate Past President of the Association and shall consist of not less than three eligible members in good standing or Life members, including the chairman of the committee.

6.2.2    This committee shall recommend the candidates for each office of President, Vice-President, Treasurer, Secretary, and two elected Director positions.

6.2.3    All candidates must be current Members of the Association.

6.2.4    The Chairman of the committee shall make the committee’s report of recommendations to the Membership at the business meeting or the annual meeting, and shall close this report by making a motion that the report of the nominating committee be accepted and that all names contained in the report be placed in nomination for office.

6.3       The National Award, sponsored by the Professional Photographers of America, Inc. (PPA), may be given annually to a person who has made outstanding contributions to professional photography in Texas. The President shall appoint a committee each year to choose the recipient, composed of not less than three of the most recent prior recipients, with the most recent recipient serving as Chairman.

ARTICLE VII

Annual Meeting, Conventions, and Seminars

7.1       Conventions, seminars and meetings may be held or cosponsored at the discretion of the Board of Directors.

7.1.1    The Board of Directors shall facilitate the TPPA Annual Membership Meeting.

7.1.2    A minimum of thirty (30) days notice of such annual meetings shall be provided to the Membership either via physical or electronic means.

7.1.3   These meetings may be held in person, online or a combination of both, at the discretion of the Board of Directors.

7.2       The attendance at any annual meeting shall constitute a quorum.

ARTICLE VIII

Other Provisions

8.1       The Association shall be affiliated with the PPA and shall lend full support to and shall encourage attendance at the annual convention of the PPA in every way possible; and make nominations for the National Council as prescribed.

8.2       The fiscal year shall be established by the Board of Directors.

8.3       The Standard Code of Parliamentary Procedure shall be the parliamentary authority of this Association, except where otherwise provided in the By-Laws.

8.3.1        Copies of these By-laws shall be available to the Membership.

ARTICLE IX

Notices And Actions With The Aid Of Electronic Transmission

9.1    All notices required to be given by the Association, or permitted to be given by the Association, pursuant to applicable law, the Articles of Incorporation, or these By-Laws, and all actions required to be taken by an Officer, Director, or member of the Association, or permitted to be taken by an Officer, Director, or member of the Association, pursuant to applicable law, shall be considered effective notwithstanding that they are given or taken with the aid of an “electronic transmission”.

ARTICLE X

Indemnification Of Officers, Directors, Employees, And Other Agents

10.1    The Association shall have the power to indemnify an Officer, Director, employee, or other agent of the Association under the circumstances and conditions permitted by law, against all expenses and liability, including legal fees, incurred by or imposed upon such person in connection with any action against such Officer, Director, employee, or agent of the Association, or any settlement whether they were an Officer, Director, employee, or agent at the time such expenses and liability were incurred, except in such cases where the Officer, Director, employee or agent is adjudged guilty of willful misfeasance or malfeasance in the performance of their duties. The right of indemnification shall be in addition to and not exclusive of all other rights to which such person may be entitled. The Association shall have the power to purchase insurance for any or all of its Officers, Directors, employees or agents against any liability asserted against or incurred by such person in such capacity or arising out of the Officers, Director’s, employee’s or agent’s status as such, and such insurance may extend beyond the person’s rights under these provisions.

ARTICLE XI

Dissolution

11.1    Upon dissolution of the Association, the Board of Directors shall, after making provision for payment of all liabilities of the Association, dispose of all of the Association’s assets exclusively for the purpose(s) of the Association, or to such other organization or organizations exempt under Section 501(c) of the Internal Revenue Code of 1986 as it may be amended from time to time, as the Board of Directors shall determine.

ARTICLE XII

Amendments

12.1     Amendments to the By-Laws may be proposed by The Board of Directors,  Association committee, or by petition of five members, and must be received by the Association executive office.

12.2     Proposed amendments may be adopted by a two-thirds majority vote of the Members present at any Membership meeting of the Association.

12.3    All amendments to Bylaws shall become effective immediately upon passage, unless otherwise specified.