North Carolina Press Photographers Association - NC Photojournalism Resources for New Photographers

NORTH CAROLINA PRESS PHOTOGRAPHERS ASSOCIATION
BY-LAWS
Article I
Name:The name of the association shall be: "North Carolina Press Photographers Association, Inc."
Article II
Offices: The principal office of the association shall be at 128 North Forsyth Street, Winston-Salem, North Carolina, or as such other place as may be fixed from time to time by the Board of Directors.
Article III
Membership:
1 - Eligibility of members. Eligibility for membership in this association shall be limited to professional photographers, news photographers and others whose occupations have a direct professional relationship with photojournalism.
2 - Classes of membership. There shall be four classes of membership in this association:
a) Active Members. Photojournalists employed by newspapers, magazines, photo syndicates, wire services, television stations, or news reel studios, any of which operate in North CarolIna, are eligible to become members of this association. Free-lance or self-employed photographers who regularly contribute photographs or film to the news media in North Carolina are also eligible to become active members of this association.
b) Associate Members. Representatives of manutacturers, distributors, or retailers of photographic equipment or materials are eligible to become Associate members of this association. Associate members shall pay full initiation fees and full dues and shall have full voting privileges in the association's activities, but shall not be permitted to hold office in the association.
c) Life Members. Life membership may be awarded to any active member or past member of this association who in the opinion of the other members has given unselfishly of his time and efforts to the association. A life member will not be required to pay dues or fees, but otherwise will have full privileges and duties of an active member. A decision to award a life membership shall require majority approval of the membership of the association during the associations annual meeting.
d) Student Members. To be elIgible for a student membership, the applicant must be at least sixteen years of age and be enrolled in a photographic studies program at a high school, recognized college, university, technical college, or technicai institute, or be working as a photographer on a regular student publication. The applicant must submit a statement from a faculty member or publication advisor to this effect. Student members shall pay dues equal to one-half of the amount paid by Active and Associate members. Student members shall not have a vote in association business, nor shall they be eligible to hold office in the association. A student member may become an Active member by fulfilling the requirements for active membership. This change of status will be
automatic upon presentation of proof of qualification, and will not be subject to vote by the members of the association. Upon the change from Student to Active membership status, the effective member shall be charged additional dues on a pro rata basis for the remainder of the association's current fiscal year.
3 - Change of Membership Status. If a person has been accepted as either an Associate Member or an Active Member, and due to a change in his employment, has become no longer qualified for such designated membership, he shall be reclassified or removed from the association's rolls at the beginning of the calendar year following the change.
4 - Requirements for membership. Application for membership in this association shall be made in writing on an official application form and must be signed by the applicant and endorsed by two Active members of the association The initiation fee of $5.00 must accompany an application for membership. Applications for membership may be approved by majority vote of the Board of Directors of the association present at any meeting of said Board, or by a majority vote of the members attending a meeting of the association at which a quorum is present. Each new member having been approved for membership shall make the following affirmation- " I do hereby promise that I shall obey all rules and regulations set forth in the By-laws of the North Carolina Press Photographers Association, Inc. and I will endeavor to be considerate of all other members. "
5 - Dues. Membership dues of the corporation shall be fixed by the membership and payable at the beginning of each year. If a member joins the corporation during a calendar year, his dues shall be pro-rated by one half of the regular annual fee.
6 - An Applicant for membership who pays his initiation fee of $5.00 together with the annual dues for the balance of the calendar year then in effect at the time he submits his application for membership shall be immediately eligible to participate in the association's clip contest if he is otherwise eligibie for the clip contest.
7 - Termination of Membership. All memberships in this association shall terminate at the end of each calendar year. All members in good standing at the end of the calendar year may continue their memberships by paying the annual dues for the following year. Any member who resigns or is dropped from membership shall, effective on the date of membership termination, forfeit all rights as a member of the Association.
Article IV
Meetings of Members:
1 - Place of Meetings. The Board of Directors shall set a schedule of meetings for the following year at their first meeting following the annual meeting in February.
2 - Regular Annual Meetings. The association shall hold at least one regular meeting during each calendar year during February for the installation of officers for the following year. The association shall hold in addition, regular meetings in the Spring and Summer of each year, unless a majority of the membership agrees to the suspension of one or more of the additional meetings.
3 - Special Meetings. Special meetings of the membership may be called at any time by the President or Board of Directors of the association, or by any member pursuant to the written request of not less than one-third of the membership.
4 - Notice of Meetings. Written or printed notice stating the time, place and purpose of the meeting shall be fumished no less than two weeks prior to the said meeting. The Secretary or other person calling the meeting shall notify each member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the U.S. mail, addressed to the member at his/her address, as it appears on the record of membership of the corporation, wilh postage prepaid.
5 - Not less than ten percent of the membership entitled to vote, represented in person or by written proxy, shall constitute a quorum at meetings of members.
6 - Voting of Members. The vote of a majority of members voting on any matter at a meeting of members at which a quorum is present shall be the act of membership on that matter, unless the vote of a greater number is required by law or by-laws of the association. Voting on all maners shall be by voice vote or by show of hands unless a majority of the members represented shall, prior to the voting on any matter, demand a ballot vote on that particular matter.
7 - Parliamentary Procedure. Robert's Rules of Order. Revised. shall be the parliamentary authority for all maners of procedure at any meeting of the members unless otherwise specified by the by-laws of this association.
Article V
Board of Directors:
1 - General Powers. The business and affairs of the association shall be managed by its Board Of Directors.
2 - Number, Term, and Qualifications. The maximum number of directors constituting the Board of Directors shall be nine. Each director shall hold office until his death, resignation, removal, disqualification, or his successor shall have been elected and quaiified. Directors must be members of the association.
3 - Election of Directors. Except as provided in Section 4 of this Article V, the four officers of the association shall be elected by the members as provided In Section 2 of Article VII, immediate past President of the NCPPA, the current President of the Southern Short Course in News Photography, Inc., the Clip Contest Chairperson, the annual POY Contest Chair, and the Webmaster shall constitute the Board of Directors.
4 - Vacancies. Any vacancy occurring on the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors even though less than a quorum, or by the sole remaining Director. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office, Any directorship to be filled by reason of an increase in the authorized number of directors shall be filled only by election at a regular meeting, or a special meeting of members called for that purpose.
5 - Chairperson of the Board. The current President of the corporation shall act as Chairperson of the Board of Directors. The Chairperson shall preside at all meetings of the Board of Directors and perform such other duties as may be directed by the Board.
Article VI
Meeting of Board of Directors:
1 - Regular Meetings. A Regular meeting of the Board of Directors shall be held immediately following the annual meeting of the members in February.
2 - Special Meetings. Special meetings of the Board of Directors may be called or at the request of the President or any two Directors and held at such time and place as shall be specified in the notice of the meeting.
3 - Notice of Meeting. Regular meetings of the Board of Directors may be held upon written notice by mail of the time, place and purpose as the Chairperson of the Board of Directors deems sufficient. The person or persons calling a special meeting of the Board of Directors shall, at least two days before the meetings, give notice of the time, place, and purpose thereof by any usual means of communication.
4 - Wavier of Notice. Any Director may waive notice of any meeting The attendance by a Director at a meeting shall constitute a wavier of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
5 - Quorum. A majority of the number of Directors fixed by these By-laws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
6 - Manner of Acting. Except as otherwise provided in these By-laws, the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
7 - Informal Action by Directors. Action taken by a majority of the Directors without a meeting is nevertheless board action if a written consent to the action in question is signed by all the Directors then in office, and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken.
Article VII
Offices and Duties:
1 - Offices. The officers of the corporation shall be a President, Vice President, Secretary , and a Treasurer. Each shall serve a term of one year in such office.
2 - Election of Officers. A nomination committee of not less than three or more than five members shall be elected by the membership present at the Spring meeting. This comminee shall present to the membership at the Summer meeting or by mail a proposed slate consisting of at least one nominee for each of the offices of President, Vice President, Secretary, and Treasurer. Nominees must be active members who have indicated a willingness to serve. Additional nominations, if any, shall be accepted from the floor at a Summer meeting of the association prior to November 1, the secretary shall prepare and mail ballots toall voting members of the association. Ballots must be returned to the Secretary by November 15 or be declared void. A plurality of votes cast for each office shall be sufficient for election. In case of a tie vote, the Secretary shall promptly mail new ballots for determining a winner for the particular office or offices, for which the tie vote exists. If a vacancy in any elective office shall occur subsequent to the election but prior to the installation of the officers for the next year, the next highest vote getter shall succeed to the office. In the event there is not another candidate who has received votes for the office, the Board of Directors shall nominate two candidates for the vacant office and submit their names to a vote of the membership which shall be conducted by mail ballot within thirty days. The incumbent office holder shall remain in office until the election is held and the newly elected officer is installed.
3 - Installation of Officers. Newly elected officers shall be installed at the regular annual meeting of members in February and shall assume their duties at the close of that meeting. All officers of this association shall publicly take the following oath at the time of their installation: "I do hereby pledge mysell faithfully to perform to the best of my ability the duties of my office as prescribed in the By-laws of the North Carolina Press Photographers Association, Inc."
4 - If a vacancy shall occur in any office during the year and subsequent to the installation ceremony, the Board of Directors shall convene as soon as possible to name a successor to serve the remainder of the term of the vacated office.
5 - Duties
a) President. The duties of the President shall be to preside at meetings of the association, to serve as chairperson of the Board of Directors, to direct and coordinate the operations and activities of the association,to coordinate the annual POY competition, to keep a copy of correspondence and records prepared by the president in the performance of said duties, to appoint the Clip Contest Chairperson, and committees, and serve as ex officio member of all committees.
b) Vice President. The duties of the Vice President shall be to assist the President in said duties and preside at the meetings in the absence of or at the request of the President, to plan the annual meeting, to be a member of the Board of Directors, and to be responsible for programs In connection with membership meetings.
c) Secretary. The duties of the Secretary shall be to keep a record of the proceedings of the association and to mail a copy of such records to each member of the association in the next newsletter, to be custodian of all records of the association, to send out notices of meetings to all members not less than fourteen days prior to said meeting, to send notices to directors of meetings of the Board Of Directors, to send out ballots for elections and other votes by the association, publish a monthly newsletter of clip contest winners and other information of interest to the membership and to be a member of the Board Of Directors.
d) Treasurer. The duties of the Treasurer shall be to open and maintain bank accounts in the name of the North Carolina Press Photographers Association, Inc. ln such bank or banks as the Board of Directors shall designate, to collect all money payable to the association's bank account, to make prompt payments for all debts incurred by the association, mail statements for annual dues by December 10 of each year, mail a membership card to each member whose dues are paid, mail follow up statements and suspension notices as necessary for delinquent members, keep an up-to-date record of the association's membership based on the payment of the current year's dues, be prepared to give a report of the financial condition of the association at each meeting of members, be bonded at the expense of the association if required by the Board of Directors, and be a member of the Board of Directors.
Article Vlll
Contracts. Checks and Deposits:
1 - Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the association, and such authority may be general or confined to specific instances.
2 - Loans. No loan shall be contracted on behalf of the association and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
3 - Checks and Drafts. All checks, drafts, or other orders for payment of money issued in the name of the association shall be signed by any officer or other individual authorized by the Board of Directors.
Article IX
Educational Activities of the Association:
It is the goal of this association to constantly strive to further the professional education of its membership, and to that end the association shall sponsor and/or support such seminars, clinics, contests, and other activities as the Board of Directors may from time to time deem advisable. The primary educational activities of the association shall be:
1 - Support the Southern Short Course in News Photography, Inc., programs that are heid on an annual basis;
2 - Sponsorship of one or more camera clinics or other continuing education clinics each year;
3 - Sponsorship of a monthly newspaper clip contest for the membership under the rules to be proclaimed by the Board of Directors and under the administration of a Clip Contest Chairperson to be appointed by the President.
4 - Sponsorship of a North Carolina Annual Press Photographers Association Photographer of the Year Contest for the membership, and sponsor a scholarship for the student POY winner.
Article X
Dissolution ot the Association:
Prior to the final dissolution of the association, all debts, obligations, and liabilities of the association shall first be paid. Any money remaining in the name of the association shall be given to a program or programs for education in the field of photojournalism at a colIege, technical colIege, or technical institute or other institution of higher learning within the State of North Carolina as the Board of Directors may select.
Article XI
General Provisions:
1 - The Seal of the Association shall consist of two concentric circles between which is the name of this Association and in the center of which is inscribed Seal not for profit; and such seal, as impressed on the margin hereof, is hereby adopted as the corporate seal of this Association.
2 - Wavier of notice. Whenever notice is required to be given to any member or director under the provisions of the Constitution or By-Laws of this association, a waiver thereof in writing signed by the person or persons entitied to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
3 - Fiscal Year. The fiscal year of the association shall be the same as the calendar year unless otherwise fixed by the Board of Directors.
4 - Amendment of By-Laws. These By-laws may be amended, altered, or repealed and new By-Laws adopted by the affirmation vote of a majority of the members present and voting, either in person or by proxy, at any regular meeting without notice or at any other regular or special meeting of the membership of the association if notice of the proposed amendment, alteration or repeal or proposed new By-law is contained in the notice of said meeting.
CERTIFICATE
This is to certify that the foregoing By-laws of the North Carolina Press Photographers Association Inc. as amended through the annual meeting, are those adopted by resolution of the members of the Association at a meeting held in Chapel Hill, North CarolIna, in January2004, which By-laws are, pursuant to said resolution, incorporated by reference in the minutes of said meetings of members.