BE IT ENACTED as By-Laws of the Texas Professional Photographers Association, Inc. as follows:
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.
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.
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.
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. The President shall be the immediate past President Elect.
4.1.2 The President Elect, 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.
188.8.131.52 Two shall be elected by the Membership.
184.108.40.206 One shall be appointed by the President Elect, 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 Elect, Treasurer, Secretary, and two Directors, to serve with the Chairman of the Board and President.
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.
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.
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.
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.
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.
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”.
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.
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.
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.