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By-Laws

1

By-Laws

Professional Photographers of Idaho, Inc.

ARTICLE 1 - NAME

Section 1.

The name of the association shall be Professional Photographers of Idaho, Inc.

Section 2.

The principal office of the association shall be in the place of residence of the President. The

association may have such other offices and may from time to time be designated by the Board of

Directors.

ARTICLE II – OBJECTS

Section 1. Purposes:

The object and purpose of this association shall be to develop, improve, promote and advance the

photographic industry and the photographic profession; to develop, improve and promote good relations

with the consuming public; to create, foster, promote and maintain cordial relations, cooperation and

interchange of thought, opinion, and information among its members; to oppose the violation and

infringement of rights of professional photographers in their products; to encourage sound business

methods and practices, having to do with the activities of the association and the members thereof; to

work for the fair treatment of the photographic industry by governmental agencies; and to stimulate

trade and promote the general interests of the members of the association.

Section 2. Limitations:

No rules, regulations, or by-laws shall be adopted by this association which shall seek in any manner to

stifle competition, limit production, restrain trade or pool profits.

Section 3.

No coercive measure of any kind shall be used to induce any person, firm corporation, or organization,

to become a member of this association; nor shall there be any attempt to discriminate against any

person, firm, corporation, or organization who is not a member of this association.

Section 4.

In furtherance of these purposes and objects, but not in limitation thereof, the association shall have

power;

1 To collect and disseminate statistics and other information.

2 To conduct trade promotion activities, including advertising and publicity.

3 To advance lawful and fair trade practices, customs, and usage.

4 To foster and promote sound and equitable employment relations policies.

5 To further training and education of those connected with or desirous of becoming affiliated with

the industry.

6 To secure and present the views of the members to other organizations, the government and the

public.

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ARTICLE III – MEMBERSHIP

Section 1. Admission and Qualification:

A. Membership in this association shall be available to any person, firm, corporation, or organization

actively interested in the professional photography industry. Applications for membership shall be

accepted by the President or executive manager if accompanied by the proper dues, and a signed

code of ethics. Acceptance into this association is subject to review by the Board of Directors with

recommendation to approve or reject the candidate for membership. Membership applicants may

participate in the association activities as temporary members until they are officially accepted or

rejected.

B. Code of Ethics:

To be read as follows:

I, having applied for membership in the Professional Photographers of Idaho, Inc., do hereby

subscribe without reservation to this Code of Ethics, and to solemnly agree that:

1. I will constantly strive to raise the quality of photography to a higher level.

2. I will encourage, assist and give my technical knowledge to all members of our profession,

individually and collectively.

3. I will at all times avoid the use of unfair competitive practice.

4. I will apply my best efforts to produce only those types of photographs and photographic

services that will enhance the prestige of the profession.

5. I will endeavor to enhance and ennoble the status of the photographic profession by

maintaining a dignity of manner in my behavior in the presentation of my photography and

photographic services and in all other forms of public contact.

6. I will maintain the highest standard of honesty in all my transactions by not using false titles,

confusing or inaccurate technical terms or descriptions, and misleading terms or claims.

7. In all matters relating to the interpretations of this Code, I will recognize the authority of the

Professional Photographers of Idaho, Inc.

In witness whereof I hereunto append my signature:

Section 2. Classification of Membership:

A. Active Members: An active member shall be a person, in good standing, who strives to be a

professional photographer, or photographic artist, or who is the owner or manager of a professional

photography business, or who is the supervisor of the photography department of a business firm,

or a person designated by such a firm. Only active members shall have the right to vote and hold

elective office in this association.

B. Associate Members: An associate member shall be a person who is an employee or a spouse of

either an active or sustaining member. Associate members shall be entitled to all the privileges of

membership except voting, receipt of scholarship and holding elective office in this association.

C. Sustaining Members: A sustaining member shall be a person or firm who manufactures or

distributes photographic equipment, material, or merchandise, or offers a service to professional

photographers, or the official representative of such firms. Sustaining members shall be entitled to

all the privileges of membership except voting and holding elective office in this association, and

the receiving of scholarship.

D. Student Members: A student member shall be a person who is enrolled in an accredited

photographic class in high school, college, or trade school, or who is interested in learning the trade

of professional photography, and who is recommended for membership by either an active,

associated or sustaining member of this association in good standing. Student members shall be

entitled to all the privileges of membership except voting, receipt of scholarship and holding elective

office in this association.

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Section 3. Dues and Fees:

Each of the classifications of membership shall pay annually, dues for membership.

A. The annual dues of the membership shall be determined by the Board of Directors.

B. Annual dues shall be due on the first day of January. Notice of the amount to be paid by each

member shall be mailed by the treasurer or executive manager to each member during the month

of December.

C. Attendance at all convention activities will be limited to those wearing registration name badges.

Convention fee(s) shall be determined by the Board of Directors and shall be due and payable prior

to, or at the time of registration at the convention. This fee is a separate charge from annual

membership dues.

D. Dues and participation fees may be adjusted from time to time by the Board of Directors, as

necessary.

Section 4. Termination of Membership

Membership in this association shall be terminated in any one of the following ways:

A. By non-payment of dues, after notification by the treasurer, with February 15th as the final deadline

annually.

B. By resignation, in writing, to the Board of Directors. However, the resignation shall not become

effective until thirty days from the time it is received by the Board of Directors.

C. By a two-thirds majority vote of the Board of Directors for just cause.

1. Except for the termination of membership because of non-payment of dues, there shall be no

expulsion until after the member complained against has been advised of the nature of the

complaint made against him, or her, and has been given reasonable opportunity for a hearing

before the Board of Directors.

D. Reports of Code of Ethics violations shall be made in writing by any member of this association to

the President or executive manager. All members of the Board of Directors will be informed of the

alleged violation and the matter will be considered immediately, or presentation of arguments for

and/or against the accused in addition to their recommendations will be presented to the next board

meeting.

ARTICLE IV – GOVERNMENT

Section 1.

The government of this organization shall be vested in a Board of Directors consisting of 9 (nine) members, of

which none are employed at the same business or firm. Each even numbered year, 4 (four) directors shall be

elected for a term of two years, and each odd numbered year, 5 (five) directors shall be elected for a term of two

years.

Section 2. Election of the Board

The Board of Directors, at its last regular board meeting prior to the Annual Business Meeting, shall nominate

members in good standing, who have been active members for at least two consecutive years, for the office of

director. The president shall, at the annual business meeting; present the list of nominees selected by the board,

to the membership; and then shall call for nominations from the floor. Any member in good standing may then

nominate any active member, in good standing, as a nominee for the Board of Directors of this organization.

However, all such intention to nominate from the floor must be submitted to the board, no less than twenty-four

hours before the annual business meeting, for the sole purpose of determining if such potential nominee is

interested in being nominated and if the nominee is an active member of this organization, has been a member

for two consecutive years, and is in good standing. The voting shall be by secret ballot, administered and

counted by a ballot committee composed of at least two members of the current board and at least one general

member of the organization, none of who are involved in the current election. These candidates elected to the

Board of Directors of this organization by a majority vote of the active members present at the annual business

meeting shall take office on the day following the annual convention to serve their prescribed terms.

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In the case of a tie during the elections for the Board of Directors or any executive board position, the tie will be

broken by single draw of the cards. This shall be witnessed by the current president, secretary, members of the

ballot committee and the candidates involved in the tie. A standard poker deck of cards will be shuffled at least 3

times. Each candidate involved in the tie will then draw one card. The candidate holding the high card will be

determined the winner. The high card is defined the same as in the rules to 5 card draw poker. The outcome of

the single draw of cards will be deemed the tiebreaker and will be final.

Section 3. Election of Officers

There shall be elected from the members elected to the Board of Directors, a president, vice president, who shall

be president-elect, secretary and treasurer. The Board of Directors at its last regular board meeting prior to the

annual board meeting, shall nominate the candidates for the above named executive offices for a term of one

year subject to the following qualifications: The candidate for the office of president must have served at least

two years on the Board of Directors of this organization. The candidates for the remaining offices must have

served at least one year on the Board of Directors of this organization. The president shall, at the annual Board

of Directors meeting, which shall be held during the annual convention after the annual business meeting,

present the list of nominees for the offices, selected by the Board of Directors, to the members of the board and

board-elect, and then call for nominations from the floor. Any board members, in good standing, may nominate

any board member, in good standing for any office, subject to the qualifications of the office. The voting shall be

by secret ballot. Those candidates elected as officers of the Board of Directors of this organization shall take

office at the conclusion of the annual convention and shall hold office until the conclusion of the annual

convention the following year.

Section 4. Power and Responsibility of the Board

The Board of Directors of this organization shall have plenary power to govern the affairs and direct the business

of the organization. Incident to and not in limitation of such powers, the Board of Directors shall have the care,

custody, and control of the corporate property; and shall have the power to mortgage, encumber, lease, sell, and

convey real or personal property of the organization (unless such property has been received as a gift or devise

for some special purpose, and is so received, it shall be used of applied only for such purpose).

A. The Board of Directors shall have the power to fix the dues of the members, no change shall be

made in either mode or amount of payment without the approval of no less than a majority of the

voting membership, such approval to be granted at a regular or special meeting of this

organization. The Board of Directors shall annually make a report to the members of their

transactions, of the conditions of the organization, and all property, real and personal, held or

owned by the organization.

B. The Board of Directors shall hold at least four board meetings per year, usually at the quarterlies

and annual association meetings. Additional and special meetings may be called by the president

when deemed necessary.

C. The Board of Directors shall have the power to adopt an organization seal and change it at its

pleasure; to recommend the adoption, amendment, or repeal the Bylaws; and to appoint such

additional officers and committees, as it may deem appropriate to manage the affairs of this

organization.

D. The Board of Directors shall have the power to decide and pass upon all admission to membership,

and to provide for the issuance of certification and to take such action as it may deem necessary in

the payment of their dues.

E. The Board of Directors, at the last regular Board meeting prior to the annual business meeting,

shall act as a nominating committee for the candidates for directors and officers; and shall have the

right to fill such vacancies among the officers and/or Board of Directors, and may have the option of

retaining an Executive Secretary, or Manager, to assist in the performance of its duties; and fix the

salary and authorize the expenditures of any paid employee of the organization.

F. The Board of Directors shall plan an annual convention and other meetings as deemed necessary

by the board. They shall secure and promote speakers, demonstrations, and programs to further

the objects and purposes of this organization.

G. The Board of Directors shall have the power to fill by appointment, any vacancies (on the Board of

Directors created by resignation, death, or removal from office). The directors so appointed must

be eligible for office and agree to complete the unexpired term of office.

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Section 5. Quorum

A quorum is required for the Board of Directors to be empowered to transact organization business. A quorum

will be considered to be established when, at a regularly called meeting of the Board of Directors there is a

simple majority present, at least one of whom shall be an officer.

Section 6. Dismissal from Office

Any member of the Board of Directors can be removed from office, by majority vote of the Board of Directors, for

failure to attend, in person or by proxy, 50% of the organization’s regularly scheduled board of directors

meetings, absence from two consecutive meetings, for malfeasance in office or for unethical conduct in office or

profession. (A proxy for a board member at a meeting of the board, may be another member of the Board of

Directors, or any voting member, in good standing, of this organization.

Section 7. Executive Committee

The leadership of the Board of Directors of this organization shall be vested in an executive committee, which

consists of the president, vice president, secretary, and treasurer. The duties of the executive committee shall

be as follows:

A. President: It is the duty of the President to preside at all meetings of the Board of Directors as

chairman of the Board. The President shall act as the presiding officer at all meetings of the

organization, and shall be deemed on ex-officio member of all committees standing or appointed.

The President shall have the right to appoint committees, and delegate presiding authority. In fiscal

affairs the President shall, along with the treasurer and other duly authorized officers an employees

of this organization, be authorized to sign warrants, checks, and disburse funds of the organization

to meet duly authorized obligations.

B. Vice President: The Vice President shall act in the stead of the president in the absence, or

disability of the president; and shall aid the organization.

C. Secretary: The secretary shall keep the minutes of all meetings of the Board of Directors and the

annual and quarterly meetings of the organization, and shall be responsible for official

correspondence of the organization. The secretary may delegate to any employee of the

organization such of the detailed duties of the office, as the secretary may deem advisable.

D. Treasurer: The treasurer shall be the fiscal officer of the organization. The treasurer shall keep an

accurate record of the income and disbursement of funds, prepare financial statements, make

checks for the authorized obligations of the organization, and shall supervise the collection of dues

and other matters pertaining to the financial affairs of the organization. The treasurer shall have

the financial records audited by a committee of three appointed by the Board of Directors at the end

of each fiscal year, and shall have such audit available to the Board of Directors within the following

thirty days. The treasurer may delegate to any employee of the organization any of the detailed

duties of the treasurer’s office as it may be deemed advisable. All checks drawn on the funds of

this organization shall be signed by the president, the vice president, the treasurer, or any

employee assigned by the Board of Directors.

E. Executive Manager: An Executive Manager may be secured from the active membership to keep

permanent association records, coordinate correspondence, and keep an official roster of

membership, serve as registrar of new members, coordinate all printed material and mailings,

provide an address for all official mailings of the association, serve as ex-officio member of all

committees and meetings and may perform the duties of treasurer if so directed by the Board of

Directors. This office is optional and to be filled as needed and as determined by the Board of

Directors.

Section 8. Fiscal Year

The fiscal year of the organization shall begin the first day of January each year and end the thirty-first day of

December the following year.

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Section 9. Ex-officio Members of the Board

Ex-Officio members of the Board of Directors of this organization shall consist of the following:

A. The immediate past-president of this organization, who shall sit as advisor to the Board of

Directors.

B. All past presidents of the organization.

C. Any elected National Council persons to the Professional Photographers of American, Inc.

These persons are encouraged to attend meetings of the Board of Directors at their own discretion, but their

presence shall not be counted when determining a quorum as they do not have voting power concerning board

action.

Section 10. Committees; Standing and Special

A. Executive Committee: The executive committee of this organization shall be the president, vice

president, secretary and treasurer.

B. Nominating Committee: The Board of Directors of this organization shall serve as the nominating

committee.

C. Finance Committee: The treasurer of this organization shall serve as Chairman of the finance

committee and the committee shall consist of the Executive Committee of this organization and the

Executive Manager, if any. It shall be the responsibility of the committee to prepare and present

the budget for the organization and perform whatever other functions, pertaining to the financial

affairs of the organization, shall be assigned to it by the president or the Board of Directors.

D. Convention Committee: The annual convention of this organization shall be administered by a

Convention Committee.

1. The chairman of the Convention committee shall be appointed by the board. The Convention

chairman shall be a member of the Board, and must have served at least one full year as a

member of the Board.

2. The committee shall be composed of the Board of Directors, and/or members of the

organization, as may be selected by the convention chairman.

E. Other Committees:

1. Special or continuing committees shall be appointed by the president of the Board of Directors, as

deemed necessary.

2. The chairman and members of such committees shall be appointed from the Board of Directors

and/or the membership of this organization.

F. Committee Limitations: No committee shall have the authority to bind the organization, or incur any

indebtedness or obligation against the organization, unless especially authorized by the Board of

Directors.

ARTICLE V – MEETINGS

Section 1. Annual Business Meetings:

There shall be an annual business meeting of the membership of this association held during the annual convention.

The date for such annual business meeting shall be selected by the Board of Directors, and the membership shall be

notified of said meeting at least thirty (30) days in advance.

Section 2.

The order of business at meetings shall be as follows:

A. Call to order

B. Reading of minutes of previous meeting

C. Receiving communications

D. Reports of officers

E. Reports of Committees:

1. Standing committees

2. Special committees

F. Unfinished Business

G. New business

H. Election of Directors or officers

I. Adjournment

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Section 3.

The order of business may be altered or suspended at any meeting by a majority vote of the members present. The

usual parliamentary rules as laid down in “Robert’s Rules of Order” shall govern all deliberations, when not in conflict

with these bylaws.

ARTICLE VI – CONVENTIONS

Section 1.

Conventions shall be held annually for the purpose of exchanging ideas relating to the advancement of the

photography business and the profession as an art. The officers of this association shall be responsible for planning

the programming to benefit all divisions of the membership. Final decisions as to convention programming, dates,

location and budget are subject to the approval of the Board of Directors.

Section 2.

Convention fees shall be established as necessary each year.

ARTICLE VII – PRINT COMPETITION

Section 1.

A print competition will be held at least annually. Methods of judging, print rules and awards to be offered are to be

recommended by the Print Chairman and his/her committee, but must be approved by a majority vote of the Board of

Directors.

ARTICLE VIII – AWARDS AND CREDIT SYSTEM

Section 1.

Exceptional ability in photography and outstanding service to this association and to the photographic industry

may be recognized by the awarding of degrees, merits and special awards. Credits to be awarded shall be

determined and set by a majority vote of the Board of Directors.

Section 2.

The board shall appoint a Fellowship chairperson to administer the program, promote participation, and present

awards and achievements once each year. A Fellowship degree program for photography and photographic

service shall provide encouragement; strengthen involvement, leadership and

participation of members of this association. The Fellowship Program is only a Professional

Photographers of Idaho, Inc. program and will affect only its members.

ARTICLES IX – LOGO

Section 1.

The Professional Photographers of Idaho, Inc. Logo is the sole property of this association and may only be used

by Professional Active Members in good standing as outlined in these by-laws. Its use must be discontinued and

surrendered to this association upon the request of the Board of Directors.

ARTICLE X – LIMITATION

Section 1.

In the event of dissolution of this association, the assets shall be distributed to a charity or charities as

determined by the association at that time.

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ARTICLE XI – AMENDMENTS TO BY-LAWS

Section 1.

The By-laws of this association may be adopted, amended, or repealed by an affirmative vote of two-thirds of the

active members of this association in attendance at any meeting of the association; provided written notice of the

proposed action has been given each member at his last known address at least fifteen (15) days in advance of

such meeting.

ARTICLE XII – SEPARABILITY

Section 1.

In the event any part or provision of these by-laws is determined invalid for any reason, all other and remaining

provisions shall be valid and in full force effect.

Revised at Business Meeting, Annual Convention 2003, Boise

Revised at Business Meeting, Annual Convention 2017, Boise