BYLAWS & ETHICS - Georgia Professional Photographers Association

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CODE OF ETHICS

The Georgia Professional Photographers Association is dedicated to the advancement and education of professional photography. Each member of the GPPA subscribes to a Code of Ethics:

To maintain a dignity of manner in behavior, in the presentation of photography and services, in appearance and public contact;

To observe the highest standard of honesty in all transactions, avoiding the use of false, confusing, inaccurate and misleading terms, descriptions and claims;

To show a friendly spirit of cooperation to fellow professional photographers and to assist them whenever possible should they be in trouble or difficulty;

To avoid the use of unfair competitive practices as determined by any court of competent jurisdiction, the Federal antitrust laws and related statutes;

To assist fellow photographers, encourage them and share knowledge with them to achieve and maintain the highest standards of quality; and

To recognize the authority of the Association in all matters relating to the interpretation of the code in accordance with the state statutes and the decisions of courts and governmental agencies of jurisdiction.

GPPA BYLAWS ARTICLE I - OFFICERS

SECTION 1-01 REGISTERED OFFICE AND AGENT

The corporation shall have and continuously maintain a registered office and registered agent in accordance with previous Section 14-2-60(a) of the Georgia Corporation Code.

SECTION 1-02 OTHER OFFICES
The corporation may have offices at such place or places within or without the State of Georgia as the Board of Directors may from time to time appoint or the business of the corporation may require or make desirable.

GPPA BYLAWS ARTICLE II - MEMBERS

(A) MEMBERSHIP

SECTION 2-01 MEMBERSHIP

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

SECTION 2-02 DISCIPLINE, SUSPENSION, AND TERMINATION

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

SECTION 2-03 CODE OF ETHICS

The Code of Ethics shall be determined by the Board of Directors. Each member must abide by the Association’s Code of Ethics.

B. DUES, FEES AND ASSESSMENTS

SECTION 2-04 AMOUNTS

The Board of Directors shall determine the amount and manner of payment of all dues, fees, and assessments to be paid by all classifications of membership.

C. MEETING

SECTION 2-05 PLACE OF MEETINGS

All meetings of the members shall be held at such place as may be fixed from time to time by the Board of Directors.

SECTION 2-06 ANNUAL MEETINGS

An annual meeting of the members shall be held at such time and dates as shall be determined by the Board of Directors with written notice sent to each member at least fifteen (15) days prior to said meeting, for the purpose of electing Directors and transacting such other business as may properly be brought before the meeting. Any changes in bylaws proposed by the Board of Directors shall be included with written notice of meeting.

SECTION 2-07 SPECIAL MEETINGS

Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute of the Articles of Incorporation, may be called by the Chairman of the Board or the President; and shall be called by the Chairman of the Board, the President or the Secretary:
(a) when so directed by the Board of Directors,
(b) at the request in writing of any five (5) or more Directors, or
(c) at the written request of a majority of voting members then entitled to
vote.Such request shall then state the purpose or purposes of the proposed meeting.

SECTION 2-08 NOTICE OF MEETINGS

Except as otherwise required by statute of the Articles of Incorporation, written notice of the time and place of each meeting of the members, whether annual or special, shall be served either personally, by mail, or by electronic methods, upon each member of record entitled to vote at such meetings, not less than fifteen (15) days or more than sixty (60) days before such meeting and shall include any changes in bylaws proposed by the Board of Directors. If mailed, such notice shall be directed to members at the post office address last shown on the records of the corporation. Notice of any special meeting of members shall also state the purpose or purposes for which the meeting is called. Notice of any meeting of members shall not be required to be given to any member who, in person or by his attorney thereunto authorized, either before or after such meeting, shall waive such notice by means of a signed writing. Attendance of a member at a meeting, either in person or by proxy, shall of itself constitute waiver of notice and waiver of any and all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a member attends a meeting solely for the purpose of stating, at the beginning of the meeting, any such objections to the transactions of business. No notice of any adjourned meeting need be given otherwise than by announcement at the meeting at which the adjournment is taken.

SECTION 2-09 QUORUM

A quorum for purposes of annual and special meetings of the members of the Association shall consist of the following:
(a) for the annual meeting, fifty (50) percent of the members eligible to vote attending that meeting (with signed proxies of members registered to attend being counted for purposes of the quorum requirement and for purposes of voting); and
Article II
(b) for any special meeting, twenty-five (25) percent of the total membership of the Association (with signed proxies of members being counted for purposes of the quorum requirement and for purpose of voting).
If however, such quorum shall not be present or represented at any meetings of the members, the members entitled to vote there, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite quorum shall be present. At such adjourned meeting at which a quorum shall be present in person or by proxy, any business may be transacted at the meeting as originally called.

SECTION 2-10 VOTING

At every meeting of the members, including meetings of members for the election of Directors, any member having the right to vote shall be entitled to vote in person or by proxy, but no proxy shall be voted after eleven (11) months from its date, unless said proxy provides a longer period. Each eligible member as of the record date shall have one vote. If a quorum is present, the affirmative vote of the majority of voting members represented at the meeting and entitled to vote on the subject matter shall be the act of the members except as otherwise provided by law, by the Articles of Incorporation, or by these Bylaws.

SECTION 2-11 CONDUCT OF MEETINGS

The President, or in his absence, a person appointed by the Board of Directors, shall preside at meetings of the members. The Secretary of the corporation, or in the Secretary’s absence, any person appointed by the presiding Officer shall act as Secretary for meetings of the members. Meetings shall be governed by the most recent edition of Roberts’ Rules of Order, Revised, except to the extent that these Bylaws are inconsistent therewith.

SECTION 2-12 MEMBER RECORDS

The corporation shall keep a record of the members of the corporation which readily indicates in alphabetical order or by alphabetical index the names of the members entitled to vote, with their addresses. Members shall not be entitled to obtain or inspect a copy of such list.

SECTION 2-13 MEMBERSHIP RECORD DATE

The Board of Directors may fix in advance a date as the record date for any such determination of members, such date to be not more than sixty (60) days, in case of a meeting of members, not less than ten (10) days, prior to the date on which the particular action requiring such determination of members is to be taken.

GPPA BYLAWS ARTICLE III - BOARD OF DIRECTORS

SECTION 3-01 NUMBER AND TERM

The Board of Directors shall consist of not less than three (3) or more than seventeen (17) members who are members of the Association, the precise number to be fixed by resolution of the members from time to time, as follows: up to seventeen (17) Directors and the immediate past President. From these Directors, up to eight may be elected as Area Directors by the Board of Directors.

SECTION 3-02 NOMINATIONS OF DIRECTORS

Not less than ninety (90) days prior to the annual meeting, the president shall appoint a nominating committee consisting of three (3) members, one selected from the Board of Directors whose term of office is not due to expire, two from the membership- at-large. The nominating committee shall insure that there is a minimum of one qualified candidate for each position of Director that needs to be filled. The nominating committee shall present their nominations for said positions to the membership prior to the annual meeting via publication in the official publication of the Association or in a letter containing notice of the meeting. Nominations for the positions of Directors be made from the floor by any member.

SECTION 3-03 VACANCIES

A vacancy on the board of Directors shall exist upon the death, resignation, removal, or incapacity to serve of any Director, or upon the increase in the number of authorized Directors. The remaining Directors shall continue to act, and such vacancies may be filled by a majority vote of the remaining Directors then in office, and if not filled by prior action of the Directors, may be filled by the members at any meeting held during the existence of such vacancy.

SECTION 3-04 PLACE OF MEETINGS

The Board of Directors may hold its meetings at such place or places within or without the State of Georgia as it may from time to time determine.

SECTION 3-05 COMPENSATION OF DIRECTORS

Directors may be allowed such compensation for attendance at regular or special meetings of the Board of Directors and of any special or standing committees thereof as may be from time to time determined by resolution of the Board of Directors.

SECTION 3-06 RESIGNATION

SECTION 3-01 NUMBER AND TERM

SECTION 3-02 NOMINATIONS OF DIRECTORS

SECTION 3-03 VACANCIES

SECTION 3-04 PLACE OF MEETINGS

The Board of Directors may hold its meetings at such place or places within or without the State of Georgia as it may from time to time determine.

SECTION 3-05 COMPENSATION OF DIRECTORS

SECTION 3-06 RESIGNATION

Any Director may resign by giving written notice to the Board of Directors. The resignation shall be effective on receipt, unless the notice specifies a later time for the effective date of such resignation, or if the corporation would be left without the minimum number of duly elected Directors after such resignation, the resignation shall be effective upon the election and qualification of a successor. If the resignation is effective at a future time, a successor may be elected before that time to take office when the resignation becomes effective.

SECTION 3-07 REGULAR MEETINGS

Regular meetings of the Board of Directors may be held at such time and place within or without the State of Georgia as shall from time to time be determined by the President, and written notice of the time and place of such meetings of not less than thirty (30) days shall be given. Notwithstanding the foregoing, the annual regular meeting shall be held without notice. No further notice shall be required in order legally to constitute such regular meeting.

SECTION 3-08 SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by the Chairman of the Board or the President on not less than ten (10) days notice by mail, telegram, cablegram, personal delivery, or electronic delivery to each Director and shall be called by the Chairman of the Board, the President or the Secretary in like manner and on like notice on the written request of any five (5) or more Directors delivered to such officer of the corporation. Any special meeting shall be held at such time and place within or without the State of Georgia as shall be stated in the meeting notice. The purpose of such special meeting shall be stated in the notice.

SECTION 3-09 QUORUM

At all meetings of the Board of Directors, the presence of one half of the authorized numbers, but not less than two Directors, shall be necessary and sufficient to constitute a quorum for the transaction of business. The act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law, by the Articles of Incorporation, or by these Bylaws. In the absence of a quorum, a majority of the Directors present at any meeting may adjourn the meeting from time to time until a quorum be had. Notice of any adjourned meeting need only be given by announcement at the meeting at which the adjournment is taken.

SECTION 3-10 ELECTRONIC PARTICIPATION

Directors may participate in meetings of the Board of Directors through use of conference telephone or similar communications equipment, provided all Directors participating in the meeting can hear one another. Such participation shall constitute personal presence at the meeting, and consequently shall be counted toward the required quorum and in any vote. The definitions as set forth by the Official Code of Georgia Annotated (O.C.G.A.) shall apply.

GPPA BYLAWS ARTICLE IV - COMMITTEES

SECTION 4-01 EXECUTIVE COMMITTEE

The Board of Directors may, by resolution adopted by a majority of the entire Board, designate an Executive Committee of three (3) or more Directors. Each member of the Executive Committee shall hold office until the first meeting of the Board of Directors after the annual meeting of the members following his election or until his successor member of the Executive Committee is elected, or until his death, resignation, or removal, or until he shall cease to be a Director.

SECTION 4-02 EXECUTIVE COMMITTEE – POWERS

During the intervals between the meetings of the Board of Directors, the Executive Committee (if so established) may exercise all powers of the Board of Directors in the management of the business affairs of the corporation, including all powers specifically granted to the Board of Directors by these Bylaws or by the Articles of Incorporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; provided, however, that the Executive Committee shall not have the power to amend or repeal any resolution of the Board of Directors that by its terms shall not be subject to amendment or repeal by the Executive Committee, and the Executive Committee shall not have the authority of the Board of Directors in reference to:

(a) amending the Articles of Incorporation;
(b) adopting a plan of merger or consolidation;
(c) the sale, lease, exchange or other disposition of all or substantially all the
property and assets of the corporation;
(d) removal of any or all of the officers of the corporation; and
(e) a voluntary dissolution of the corporation or a revocation of any such
voluntary dissolution.

SECTION 4-03 EXECUTIVE COMMITTEE – MEETING

The Executive Committee (if so established) shall meet from time to time on call of the Chairman of the Board, the President or of any two members of the Executive Committee. Meetings of the Executive Committee may be held at such place or places, within or without the State of Georgia, as the Executive Committee shall determine or as may be specified or fixed in the respective notices of such meetings. The Executive Committee may fix its own rules of procedure, including provision for notice of it meetings, shall keep a record of its proceedings, and shall report these proceedings to the Board of Directors at the meeting thereof next after such meeting of the Executive Committee. All such proceedings shall be subject to revision or alteration by the Board of Directors except to the extent that action shall have been taken pursuant to or in reliance upon such proceedings prior to any such revision or alteration The Executive Committee shall act by majority vote of its members.

SECTION 4-04 COMMITTEES

The Board of Directors may establish such committees and action teams as it deems appropriate.

SECTION 4-05 DELEGATIONS

Delegations shall be appointed by the President, subject to approval of the Board of Directors, to represent the Association at any convention, meeting, or assembly. Said delegation shall exercise only those powers specifically vested in them by the Board of Directors.

GPPA BYLAWS ARTICLE V - OFFICERS

SECTION 5-01 APPOINTMENT OF OFFICERS

The Board of Directors at its first meeting immediately after each annual meeting of members may elect the following officers: a President, a First Vice President, a Second Vice President, a Treasurer, and a Secretary. The offices of Treasurer and Secretary may be combined. The immediate past President, customarily, shall be the Chairman of the Board and an ex officio Board member, with a vote if necessary to break a tie. The Board of Directors at any time from time to time may appoint other such officers as it shall deem necessary, including one or more Assistant Vice Presidents, one or more Assistant Treasurers, and one or more Assistant Secretaries, who shall hold their offices for such terms as shall be determined by the Board of Directors and perform such duties as shall be determined from time to time by the Board of Directors or the Chairman of the Board.

SECTION 5-02 MULTIPLE OFFICES

No person may hold both the offices of President and Secretary

SECTION 5-03 COMPENSATION

The salaries (if any) of the Officers of the corporation shall be fixed by the Board of Directors, except that the Board of Directors may delegate to any Officer or Officers the power to fix the compensation of any Officer appointed in accordance with Section 5-01 of these Bylaws.

SECTION 5-04 TERM, REMOVAL, RESIGNATION

Each Officer of the corporation shall hold office until a successor is chosen or until his earlier resignation, death, removal, or termination of his Office. Any officer may be removed with or without cause by a majority vote of the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby. Any Officer may resign by giving written notice to the Board of Directors. The resignation shall be effective upon receipt, or at such time as may be specified in such notice.

SECTION 5-05 CHAIRMAN OF THE BOARD

The Chairman of the Board shall be elected by the Board of Directors. Customarily, the immediate past President is elected as the Chairman of the Board, providing he is willing to serve.

SECTION 5-06 PRESIDENT

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

SECTION 5-07 FIRST VICE PRESIDENT

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

SECTION 5-08 SECOND VICE PRESIDENT

The Second Vice President, who shall also serve in place of the First Vice President or the President if necessary.

SECTION 5-09 TREASURER

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

SECTION 5-10 VACANCY IN OFFICERS/BOARD MEMBERS

In case of the absence of any Officer of the corporation, if not provided for herein, the Board of Directors may delegate, for the time being, any or all of the powers or duties of such Officer to any Officer or to any Director.

GPPA BYLAWS ARTICLE V- - REMOVAL OF OFFICERS AND DIRECTORS

SECTION 6-01 GENERAL CAUSES

Any Officer or Director may be removed from office as a result of failure to fulfill the duties of said office or for conduct detrimental to the best interest of professional photography in general and the Association in particular.

SECTION 6-02 CAUSE FOR AUTOMATIC REMOVAL

Any Officer or Director may be automatically removed from office for the following reasons:

(a) Two unexcused absences annually from regularly scheduled Board of Directors meetings; or

(b) Three consecutive absences from regularly scheduled Board of Directors meetings.

SECTION 6-03 PROCEDURE

Except for the above stated automatic removal, an Officer or Director may be removed only in the following manner:

(a) A petition for removal must be signed by three Board of Directors members or ten percent of the active membership stating said charges against said Officer or Director;
(b) The petition must be presented to a regularly scheduled Board of Directors meeting;
(c) In a hearing at that meeting, petitioner shall be heard first. Said Officer or Director shall be heard second, and no rebuttals shall be permitted; and
(d) A vote shall be taken at the next regularly scheduled Board of Directors meeting, and a two-thirds vote of the entire Board of Directors shall be necessary for removal.

GPPA BYLAWS ARTICLE VII - MISCELLANEOUS

SECTION 7-01 FISCAL YEAR

The fiscal year of the corporation shall be fixed from time to time by resolution of the Board of Directors.

SECTION 7-02 APPOINTMENT OF AGENTS

The Chairman of the Board, or the President, shall be authorized and empowered in the name of and as the act and deed of the corporation to name and appoint general and special agents, representatives, and attorneys to represent the corporation in the United States or in any foreign country or countries; to name and appoint attorneys and proxies to vote any shares of stock in any other corporation at any time owned or held of record by the corporation; to prescribe, limit, and define the powers and duties of such agents, representatives, attorneys, and proxies; and to make substitutions, revocation or cancellation in whole or in part of any power or authority conferred on any such agent, representative, attorney, or proxy. All powers of attorney or other instruments under which such agents, representatives, attorneys or proxies so named and appointed shall be signed and executed by the Chairman of the Board, or the President, and the corporate seal shall be affixed thereto.Any substitution, revocation, or cancellation shall be signed in like manner, provided always that any agent, representative, attorney or proxy, when so authorized by the instrument appointing him, may substitute or delegate his powers in whole or in part in whole or in part and revoke and cancel such substitutions or delegations.No special authorization by the Board of Directors shall be necessary with the foregoing, but this Bylaw shall be deemed to constitute full and complete authority to the Officers above designated to do all the acts and things as they deem necessary or incidental thereto or in connection therewith.

SECTION 7-03 REIMBURSEMENT OF PERSONAL EXPENSES

Each Officer and Director of the Corporation shall be required from time to time to bear personally incidental expenses related to his responsibilities as an Officer and Director which unless specifically authorized shall not be subject to reimbursement by the corporation.

SECTION 7-04 BINDING ASSOCIATION

No Officer, Director, or member of the Association shall contract for or incur any debt or enter into any agreement or otherwise obligate the Association except by authorization of the Board of Directors.No member of the Board of Directors or member of the Association assumes any liability for debts incurred by the Association.

GPPA BYLAWS ARTICLE VIII - AMENDMENTS

SECTION 8-01 AMENDMENTS

The Bylaws of the corporation may be altered or amended and new Bylaws may be adopted by a two-thirds vote of the members voting at any annual or special meeting of the members, provided that, if such action is taken at a special meeting of the members, notice of the general nature of the proposed change in the Bylaws shall have been given in the notice of the meeting.

SECTION 8-02 INCONSISTENCY

To the extent of any inconsistency, these Bylaws shall be subject to the Articles of Incorporation, but shall supersede any other governing document, of the corporation.

(This document is recognized as being the official set of bylaws with the most current corrections, revisions, and additions as voted on by the General Membership, October 1, 2017.)