Proposed Bylaws Changes
From time to time it becomes necessary to take a step back and reevaluate who we are at PPLAC. PPLAC began nearly 70 years ago strictly as an association of Professional Photographers. If you have read some of the Bylaws and the Code of Ethics that we are all required to sign, you will have noticed a strong bias towards business and professional practices. The Board has recognized that during the intervening years, PPLAC membership has become primarily a mix of photography enthusiasts rather than an exclusive organization of professional photographer businesspersons. That is not to say we don't value our professional members. We do and PPLAC is a better organization as a result of their membership. But it is also true that we have a great many members, be they professionals, amateurs or beginners, who share a common love for the art of photography and we want everyone to feel they have a place in PPLAC.
With this in mind, the 2021 Board has decided to propose a Bylaw change reflecting the current membership and PPLAC's future direction.
By law, any change to the Bylaws must be posted and reviewable by the membership for thirty days after which time a ballot will be sent out (via email) to each member for a vote to approve or disapprove the changes. Below are the Bylaws in their entirety with the proposed changes in YELLOW (Article III) so you may find them easily. You can compare the changes with the existing Bylaws that are posted under the Membership tab above.
Amended and Restated
PROFESSIONAL PHOTOGRAPHERS of LOS ANGELES COUNTY
III OBJECTIVES (Objectives will be removed and replaced with the Code of Ethics and Statement of Inclusion)
III CODE OF ETHICS and STATEMENT OF INCLUSION
IV OFFICERS AND DIRECTORS
V INSTALLATION AND AWARDS BANQUET
VI CALENDAR YEAR
VIII EXPULSION OF MEMBERS
XI USE OF THE CORPORATE NAME, EMBLEM AND LOGOTYPE
XII LIABILITY & INDEMNIFICATION OF OFFICERS & DIRECTORS
XIII CORPORATE RECORDS AND REPORTS – INSPECTION
XIV CORPORATE SEAL
XVII PARLIAMENTARY AUTHORITY CERTIFICATION
Amended and Restated
PROFESSIONAL PHOTOGRAPHERS of LOS ANGELES COUNTY
The name of this nonprofit corporation shall be PROFESSIONAL PHOTOGRAPHERS of LOS ANGELES COUNTY (aka. PPLAC).
SECTION 1. PPLAC shall be a Chapter member of Professional Photographers of America, Inc. (aka. PPA).
SECTION 2. PPLAC shall be an affiliate of Professional Photographers of California (aka. PPC).
MEMBERSHIP CODE OF ETHICS and STATEMENT OF INCLUSION:
All applications for membership must include a signed “Code of Ethics” as follows:
Code of Ethics: PPLAC members are expected to represent themselves in a respectful manner by adhering to the highest levels of integrity in all relationships with fellow members, colleagues, clients, and the public.
Statement of Inclusion: PPLAC believes that the photography community prospers when we work together. We support all photographers and reject discrimination based on age, race, disability, ethnicity, religion, or sexual orientation and expression. We recognize and embrace our similarities and differences, encourage opportunities to learn from our members, and cultivate inclusive communication and multicultural skills for the betterment of the photography community.
I have read and agree to the Code of Ethics printed on the attached page and promise to abide by these principles with clients and fellow photographers. Documented failure to follow the tenets of the Code of Ethics will result in the immediate termination of my membership.
OFFICERS AND DIRECTORS:
SECTION 1. Board of Directors
The Board of Directors shall consist of the Officers, Directors and a Parliamentarian who are members of PPLAC with Professional Active membership privileges in good standing, with each having one vote.
SECTION 2. Officers
The Officers of PPLAC shall be: President, 1st Vice President, 2nd Vice President, Secretary and Treasurer
SECTION 3. Directors
There shall be no less than four (4) and not more than eight (8) Directors.
SECTION 4. Parliamentarian
The immediate Past President (or another Past President) shall serve as Parliamentarian.
SECTION 5. Duties of Officers
The President shall be the Chief Executive Officer of PPLAC and shall, subject to the control of the Board of Directors as a whole, have general supervision, direction and control of the business affairs of PPLAC. The President shall preside at all meetings of the Board of Directors and at all meetings of the membership, and attend all PPC Executive Board meetings, or designate a member of the Board of Directors to serve in the President’s place. In addition, the President shall have other powers and perform other duties as may be described from time to time by the Board of Directors.
B. 1st Vice President
The 1st President shall in the absence, death, disability or refusal of the President or his/her designate to act, perform all of the duties and have all of the power of the President’s powers. In addition, the 1st Vice President shall serve as assistant to the President and shall have such other powers and perform other duties as may be prescribed from time to time by the Board of Directors.
C. 2nd Vice President
The 2nd Vice President shall serve as assistant to the President and shall have such other powers and perform other duties as may be prescribed from time to time by the Board of Directors.
The Treasurer shall be responsible for keeping correct accounts of the properties and business transactions of PPLAC. The Treasurer shall supervise the deposit of all monies and valuables in the name and to the credit of PPLAC in such depository as may be designated by the Board of Directors. Treasurer shall disburse the funds of PPLAC as may be directed by the Board of Directors. Treasurer shall render to the President and to the Board of Directors, at regular board meetings and whenever they request, an accounting of the transactions and the general financial conditions of PPLAC. In addition, the Treasurer shall have such other duties as may from time to time be prescribed by the Board of Directors. Furthermore, if required by the Board of Directors, shall post bond, at the expense of PPLAC.
The Secretary shall attend all meetings of the Board of Directors and all meetings of the general membership, or designate an alternate to serve, and shall be responsible for the recording of all minutes and voting results in the PPLAC Minutes Book(s). Secretary shall provide copies of all minutes to members of the Board of Directors prior to the next regularly scheduled board meeting. The Secretary may have other duties and powers as defined by the Board of Directors as the need arises.
The Parliamentarian maintains order at all PPLAC Board of Directors and Annual Membership meetings. Rules on “point of order” when needed using the Bylaws and Standing Rules of PPLAC or when applicable the rules as contained in Robert’s Rules of Order.
SECTION 6. Powers of Officers and Directors:
Subject to any limitation in the Articles of Incorporation or in the general non-profit corporation law of the State of California, the Officers and Directors of PPLAC shall exercise all corporate powers. Without limitation thereon, it is hereby expressly declared that they have the following specific powers, among others, to wit:
A. To select, hire or remove any of the subordinate officers, agents and employees, (if any) of PPLAC, prescribe such powers or duties for them as may not be inconsistent with the law, or with the Articles of Incorporation or the Bylaws of PPLAC, the Bylaws of PPA or the Bylaws of PPC and to fix their compensation, if any.
B. To conduct, manage and control the affairs and business of PPLAC and to make such rules and regulations thereof not inconsistent with the laws of California, the Articles of Incorporation, the Bylaws of PPLAC, the Bylaws of PPA or the Bylaws of PPC, as they deem best.
C. To change the principle offices of the corporation from one location to another within the County of Los Angeles; to designate any place within the State of California for holding of any Board of Directors or membership meetings, and to adopt a corporate seal.
D. To adopt such rules and regulations as may be necessary or convenient, provided they do not conflict with the general non-profit corporation laws of the State of California, the Articles of Incorporation, the Bylaws of PPLAC, the Bylaws of PPA or the Bylaws of PPC.
SECTION 7. Regular Meeting of the Board of Directors
A. Regular meetings of the Board of Directors shall be held at least once monthly, at such places and time as may be designated by the President or the Board of Directors. A notice will be given to the Officers and Directors seven (7) days in advance, giving the time and place of the regular or special meetings of the Board of Directors. Special meetings of the Board of Directors, for any purpose, may be called at any time by the President, or in case of absence, disability or refusal to act, by any three (3) Officers.
B. All members of PPLAC shall be granted an opportunity to appear at any regular meeting of the Board of Directors. A request to address the Board of Directors shall be made to the Secretary prior to any regular meeting of the Board of Directors at which the member desires to appear.
SECTION 8. Quorum
Fifty (50%) of the Directors (4 Directors: 2 must be present, 5 or 6 Directors: 3 must be present, 7 or 8 Directors: 4 must be present) and three officers shall be necessary to constitute a quorum for the transactions of business, except to adjourn as hereinafter provided. Every act of a majority vote of the Board of Directors present at a meeting held at which a quorum is present shall be regarded as the act of the Board of Directors.
SECTION 9. Adjournment
Meetings of the Board of Directors’ can be adjourned when the quorum no longer exists by a majority of members left in attendance.
SECTION 10. Resignation
Any member of the Board of Directors may tender their resignation in writing to the Secretary, provided that no such resignation shall be effective until it has been accepted by a quorum of the remaining members of the Board of Directors. Any member of the Board of Directors who is absent, without prior excuse from two consecutive regularly scheduled meetings of the Board of Directors, shall be considered as having resigned from the Board of Directors.
SECTION 11. Removal of Officers and Directors
Any Officer or Director may be removed from office by a two thirds (2/3) vote of the Board of Directors for such cause as may be determined by said Board of Directors to be contrary to the best interest of PPLAC and/or the PPLAC Code of Ethics; provided that written charges alleging such cause shall be filled with the Board of Directors, and a copy thereof furnished to the Officer or Director charged, at least ten (10) calendar days prior to the meeting at which such charges are to be considered; and that the Officer or Director so charged shall be granted the opportunity to be heard fully before such action may be taken. The meeting will be restricted to Officers, Directors and the Parliamentarian only.
SECTION 12. Removal of appointed positions
Any member that has been appointed to a position may be removed from that position by a two-thirds (2/3) vote of the Board of Directors for such cause as may be determined to be contrary to the best interest of PPLAC and/or the PPLAC Code of Ethics.
INSTALLATION AND AWARDS BANQUET:
The new Officers and Directors each year will be presented to the membership and officially installed at the Installation and Awards Banquet Meeting which will be held in January or February. At this time the annual image competition awards will be made by the Chairperson of the Image Competition Committee, and the outgoing President will award such citations and Honorary membership as have been approved by the Board of Directors during the previous year.
For the purpose of terms of office, accounting and any record keeping the calendar year, January 1, through December 31, shall be used.
SECTION 1 Committees
The President shall, at the first Board Meeting after taking office, appoint all committees and Committee Chairpersons subject to the approval of the Board of Directors. The President shall be ex-officio member of all committees.
B. Standing Committees
1. Open House/Board Installation/Annual Awards Committee
2. Budget committee (Treasurer to be Chairperson).
3. Bulletin Editor and Committee
4. Membership Committee
5. Nomination Committee (five (5) members).
6. Public Relations Committee
7. Digital Photographic Competition Committee
8. Program Committee
9. Drawing (Door Prize) Committee
10. Seminar Committee
11. Studio Visitation Committee
12. Telephone/email Committee
13. Video Tape Library committee
14. Hospitality Committee
C. The President shall have discretionary power to appoint such other committees and committee chairpersons as may be necessary to the proper functioning of PPLAC, subject to the approval of the Board of Directors.
Committee Chairpersons, who are not elected members of the Board of Directors, shall be ex-officio members of the Board of Directors, without a vote.
EXPULSION OF MEMBERS:
Any member may be expelled from PPLAC by a two-thirds (2/3) vote of the Board of Directors, for any violation of the Code of Ethics, or any behavior contrary to the best interest of the Corporation; provided that written charges alleging such cause shall be filed with the Board of Directors and a copy thereof furnished to the member at least ten (10) calendar days prior to the meeting of the Board of Directors at which time such charges are to be considered and that the member so charged shall be granted the opportunity to be heard fully before such action is taken.
Any member may resign from PPLAC by directing a letter of resignation to the Secretary. The resignation shall become effective upon acceptance by the Board of Directors.
The principal offices for the transaction of business of PPLAC shall be at such place or places within Los Angeles County as may be from time to time designated by resolution of the Board of Directors.
USE OF THE CORPORATION NAME AND EMBLEM OR LOGOTYPE
SECTION 1. Use of the Corporation Name:
A: Only Officers, directors, committee chairpersons, newsletter editor, employees and members, with Professional Active privileges, may use the PPLAC name, stationary or logo to identify themselves as members in good standing with their PPLAC office or title.
B. Officers, Directors, Committee Chairpersons, Newsletter Editor, employees and members may not publish or distribute any statement, article, letter, advertising or promotion using a PPLAC by-line without the approval of the Board of Directors.
C. Anyone failing to comply with the tenets of this article shall be fully responsible in the event of any suit derived thereby, or for any liability or claim of damages. Also, such unlawful actions may make the individuals subject to censure, recall proceedings, dismissal, or loss of membership.
SECTION 2. Emblem or Logotype
The official emblem or logotype, seal and all insignia of PPLAC shall be prescribed and approved by the Board of Directors.
SECTION 3. Display
PPLAC members, with Professional Active privileges, in good standing shall have the privilege of displaying the PPLAC insignia, emblems and logotype in or upon their premises, equipment, stationary, advertising matter and automobiles, subject to the following stipulation: except with written authorization from the Board of Directors, the insignia, emblems and logotype may be displayed only in the style and forms as authorized.
SECTION 4. Responsibility
All reproduction of all emblem or logotype which are supplied to members by PPLAC shall remain at all times the property of PPLAC, and shall be considered as having been supplied under lease with privilege of use solely while the member remains in good standing, and shall be returned to PPLAC upon demand or be destroyed when not returnable, should a member voluntarily terminate membership, violate the provisions of the Code of Ethics, or be expelled for any cause whatsoever.
LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS:
SECTION 1. Liability
Except as otherwise provided by law, no member of PPLAC shall be personally liable for any of its debts, obligations and/or acts.
SECTION 2. Indemnification
Each member of the Board of Directors and each Officer of PPLAC whether or not then in office, (and his/her heirs, executors) shall be and hereby are indemnified by PPLAC against any and all cost and expense (including, but not limited to, counsel fees) responsibly incurred by or imposed upon him/her in connection with or resulting from any action, suit or proceeding, to which he/she may be made party by reason of being, or having been, a member of the Board of Directors or an officer or employee of PPLAC, including cost and expenses paid in connection with the settlement or compromise of any such action, suit or proceeding; provided, however, that nothing herein contained shall protect or be deemed to protect any such member of the Board of Directors or Officer of PPLAC against liability to PPLAC or to its membership due to bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office. The foregoing right of indemnification shall not be exclusive of other rights to which any member of the Board of Directors or Officer of this corporation may be entitled as a matter of law.
CORPORATE RECORDS AND REPORTS – INSPECTION:
SECTION 1. Records
PPLAC shall maintain adequate and correct accounts, books and records of its business and properties. All such books, records and accounts shall be kept at its principal place of business in the County of Los Angeles, State of California as from time to time fixed by the Board of Directors.
SECTION 2. Inspection of Books and Records
All books and records provided for in Section 3003 of the Corporations Code of California shall be open to inspection of the membership from time to time and in a manner provided in said Section 3003, and by the Directors as provided in Section 3004 of the Corporations Code.
SECTION 3. Certification and Inspection of PPLAC Bylaws
The original or a copy of the PPLAC Bylaws, as amended or otherwise altered to date, certified by the Secretary, shall be open to inspection by all members and Directors of PPLAC as provided by the Corporation Code of California.
SECTION 4. Checks, Drafts, Etceteras
All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness, issued in the name of or payable to Professional Photographers of Los Angeles County shall be signed or endorsed by two (2) Officers in such a manner as shall be determined from time to time by resolution of the Board of Directors. These shall be kept as a record for a minimum of five (5) years.
SECTION 5. Contracts, Etceteras – How Executed
The Board of Directors, except as in these Bylaws otherwise provided, may authorize any Officer or Officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of PPLAC. Such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no Officer, Agent or employee shall have the power or authority to bind PPLAC by any contract or engagement, or to pledge its credit, or to render it liable for any purpose or to any amount. Record of such contracts or instruments shall be kept for a minimum of five (5) years,
The Corporate seal shall be circular in form, and shall have inscribed thereon the name of the corporation, the date of its incorporation and the word “California”
Amendments to the Bylaws will be submitted in writing or by secure electronic voting software systems via members e-mail addresses, as deemed needed by the current board of directors at a scheduled meeting of the Board of Directors. Following the approval by the Board of Directors, the amendments shall be published in the newsletter for two (2) consecutive months. Voting by ballot will be at the next General Meeting of the membership following the second date of publication. Absentee ballots must be provided and must be received by mail in a sealed envelope that has been signed on the back of the envelope by a PPLAC member or by e-mail, with Professional Active privileges in good standing. Ballots must be received no later than two (2) calendar days prior to the General Meeting that the amendment(s) are voted on.
SECTION 1. Vote Necessary
Should three-fourths (3/4) of the PPLAC members, with Professional Active privileges, of this corporation by secret ballot, vote to dissolve this corporation, then in that case the corporation shall be forthwith dissolved.
SECTION 2. Liquidation and Dissolution of Assets
In case of dissolution, as above provided, the net assets of this corporation shall be liquidated by the Treasurer or such other person as may be designated by the Board of Directors, and the funds from such liquidation shall be distributed to a nonprofit institution, school, or corporation in the field of photography. The final Board of Directors of PPLAC shall elect and approve the institution to which said disbursement is to be made.
The rules contained in the current edition of Robert’s Rules of Order, newly revised, shall govern PPLAC in all cases in which they are applicable and in which they are not inconsistent with the Bylaws and Standing Rules or orders that PPLAC may adopt.
These Bylaws were approved at the December 5, 2016 meeting of the Board of Directors of Professional Photographers of Los Angeles County.
As no changes nor amendments are proposed, these ByLaws are not subject for an approval vote by members at large to be voted on during the year beginning January 1, 2020.