PPSNF Bylaws

ARTICLE I. NAME AND DEFINITION
Section 1. The name of this organization shall be the Professional Photographers Society of North Florida, Inc. D. B. A. Jacksonville Professional Photographers Group (JPPG). (Referred to in this document as JPPG).

Section 2. The official address of this organization shall be that of the President or other such address as designated by the board.

Section 3. The fiscal year shall be from January 1 through December 31.

ARTICLE II. PURPOSE
Section 1. The objects and purposes of this organization shall be as follows:
a) To dedicate itself to scientific learning, research and instruction in connection with the art, science and profession of photography.
b) To educate the members and inform the public as to its standards, both professional and ethical.
c) To create, foster, promote and maintain cordial and ethical relationships among its members and with the community it serves in order to advance photography in all its branches and to promote all things, which may be of practical benefit to the profession.
d) To improve the economic condition of professional photographers.

Section 2. Such elevation of standards and ethics shall be accomplished by the issuing of newsletters, directories and other publications and by conducting regular monthly educational meetings, special seminars or clinics and short courses and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Laws of the State of Florida.

ARTICLE III. MEMBERSHIP AND DUES
Section1. Persons applying for membership shall submit a membership application, a current copy of their State of Florida Tax ID (if required), in their studio’s name,  and payment in full (or based on our payment plan) for the appropriate dues to the Membership Chairman. The Membership Chairman shall forward one copy of the application with the dues to the treasurer and a second copy to the website/newsletter editor who will publish the applicant's name, business name, business address, and membership category.

Section 2. The membership of the organization shall consist of eight (8) classes: PROFESSIONAL, PROFESSIONAL PARTNERS, STUDIO MEMBERSHIP, SERVICE FIRM, STUDENT, ASPIRING PROFESSIONAL, NON-LOCAL and LIFE MEMBER.

a) PROFESSIONAL MEMBERSHIPS shall be extended to professional photographers serving North Florida (greater Jacksonville area residents doing business in the following counties: Duval, Nassau, St. John's, Flagler, Putnam, Clay, Baker and Bradford) who are proprietors, partners, officers of a corporation, managers in an established photographic business, firm or studio and managers in photographic departments within an industrial trade establishment, who earns income from photographic services to his or her community or company. State of Florida Sales Tax Certificate is required for this category of membership (owner/partner/company certificate) and re-filed each year for renewed membership status. PROFESSIONAL membership is also extended to an employee of any of these executive categories, provided he or she is an employee of that establishment. If for any reason an applicant is denied membership, he or she may reapply in not less than ninety (90) days. This category entitles the member to advertise that he or she is a member of JPPG.

b) In the PARTNERS class, both individuals are PROFESSIONAL members with all the rights and privileges as designated in Section 2a.

c) STUDIO MEMBERSHIP shall be extended to the owner or manager of the studio plus their spouse and/or full- or part-time personnel with a maximum of three people with all the rights and privileges as designated in Section 2a. Each additional person will bear a surcharge and must be EMPLOYED BY THE STUDIO.

d) A SERVICE FIRM MEMBERSHIP shall apply to the owner or manager PLUS such executive personnel as may be serving the area within the association's boundaries. Up to three (3) members per firm are permitted in this class (under the registration fee), each additional member will bear a surcharge and must be EMPLOYED BY A PROFESSIONAL MEMBER., but will be ineligible for the Marjorie Sharp and Photographer of the Year Awards. This class entitles the firm to advertise that it "SUPPORTS" the JPPG and can submit handouts for approval that once approved would be distributed to the members at the monthly meetings.

e) STUDENT MEMBERSHIP applies to any individual who is a full-time student of any recognized secondary school or college and who can provide a valid student identification. Such members shall enjoy all the rights and privileges of Active Members, including print entries, but will be ineligible for the Marjorie Sharp and Photographer of the Year Awards. Prints thus submitted must be the sole efforts of the student and not have been made under the guidance of an instructor. This membership category shall not be extended to an individual for more than three (3) years without board review.

f) ASPIRING PROFESSIONAL MEMBERSHIP applies to any any individual who wants to join our group and participate but has not yet started selling photography services or started their business. This membership class is ineligible for the Marjorie Sharp and
Photographer of the Year Awards.

g) NON-LOCAL MEMBERSHIP applies to any individual who does not reside or do business in the following counties: Duval, Nassau, St. John’s, Flagler, Putnam, Clay, Baker and Bradford. This membership class is ineligible for the Marjorie Sharp and Photographer of the Year Awards.

h) LIFE MEMBERSHIP shall be limited to such individuals whom the Society considers to have performed outstanding services to photography in general and to this organization in particular. The Board of Directors shall recommend and shall vote on such members. Life members may hold office, vote, and enjoy all the privileges accorded active Member but shall be exempt from dues.

Section 3. Dues
a) Dues will be payable 1 January of each year. Failure to remit by 1 March shall be cause for cancellation of membership.
b) The membership Chairman shall bill each member and collect the dues, then forward the dues to the treasurer.
c) Dues for new members will be prorated for the remaining months in the year, but not less than 3 months. New members applying after 1 October will be charged for the remaining dues of the current year plus full dues for the next year.
d) A GUEST FEE, the amount to be determined by the Board for each meeting, $20.00 will be collected at each meeting from non-members. The board shall also determine if the Guest Fee can be applied toward the dues for non-members who submit an application that night. Visiting Dignitaries and Guest Speakers are exempt from Guest Fees. Non-members, when invited by a member, may attend one meeting without charge per year.
e) Past presidents pay half of the current membership amounts and board members may have a reduction in membership dues as determined by the board.

ARTICLE IV. MEMBERSHIP CODE OF CONDUCT
Section 1. The following shall constitute the Code of Conduct for all classes of membership of this organization, and each member shall signify his or her intention and willingness to abide by the same in the manner provided here in after. The member, having been accepted into membership in the JPPG, does hereby subscribe without reservation to this Code of Conduct and does solemnly agree that:
a) He or she shall at all times avoid the use of unfair competitive practices as determined by any court of competent jurisdiction, the Federal Antitrust laws and related statutes.
b) He or she shall endeavor to enhance and ennoble the status of the photographic profession by maintaining a dignity of manner in his or her behavior in the presentation of his or her photography and photographic services, in the appearance of his or her establishment or place of business and in all other forms of public contact.
c) He or she shall observe the highest standard of honesty in all his or her transactions, avoiding the use of false titles, confusing or inaccurate technical terms or descriptions and misleading terms and claims.
d) He or she shall show a friendly spirit of cooperation with his or her fellow professional photographers and assist them whenever possible should they be in trouble or difficulty.
e) He or she shall assist and give his or her knowledge to the members of his or her profession and shall encourage them individually and collectively, so that the quality of photography may constantly be raised to higher standards.

Section 2. Complaints of violations of the Code of conduct or abuse of the organization's emblem or name may be filed with any Board Member. This Board Member shall submit the complaint and all supporting evidence to the Board of Directors by the next board meeting.
a) The Board of Directors will determine depending on the nature of the complaint if it should be handled by the Board, or sent to an Ethics Committee, assembled as needed.
b) If the evidence indicates, in the opinion of either the Board of Directors or the Ethics Committee, that it is a first violation, the chairman of the committee shall communicate in writing with the accused member, who may, upon suitable explanation, apology and written assurance that the offense will not be repeated, be retained as a member in good standing.
c) If a second complaint, accompanied by evidence of a second violation is received against the same member, and after following the procedures above, the Board of Directors may revoke membership.

ARTICLE V. OFFICERS
Section 1. The elected officers of this organization shall consist of a President, a First Vice-President, a Second Vice-President, a Secretary, and a Treasurer. They shall be Professional Members in good standing. The President must have been on the board of directors the past year.

Section 2. Nomination of Officers shall take place in September, election in October and installation of officers at the regular meeting in November and take office in January.

Section 3. The Books of the office of Treasurer shall be audited annually, such auditor to be selected by the President and at such a time as to be ready for the audited report for the annual meeting in November. The auditor may be a member of the Society but not a member of the Board.

ARTICLE VI. DUTIES OF OFFICERS
Section 1. PRESIDENT He or she shall preside at all meetings of this organization. He or she shall appoint and be an ex-officio member of all committees. He or she shall be responsible for all books, reports and minutes being properly filed as required by law.

Section 2. FIRST VICE-PRESIDENT He or she shall, in the absence of the President, assume all duties as noted in Section 1. In addition, he or she shall also be the Program Chairman, who with his or her committee, is to be responsible for securing all talent, scheduling speakers and programs, securing necessary merits and props for the talent and in general performing all services necessary for the presentation of meeting programs.

Section 3. SECOND VICE-PRESIDENT He or she in the absence of the President and First Vice-President shall assume all duties as noted in Section 1. In addition, he or she shall also be the Membership Chairman, being responsible for all functions of that committee as noted in Article 3, Sections 1 through 2g. This committee shall act as host at all meetings, welcoming and introducing new members and constantly seeking new professional photographers to join this organization.

Section 4. SECRETARY He or she shall record and file all minutes of all meetings of this organization, handles all appropriate correspondence, both incoming and outgoing. He or she shall maintain all records, a copy of all newsletters and shall turn over to his or her successor all this information at the termination of the term of office. The history and development record of this organization shall be his or her responsibility through the above documents.

Section 5. Treasurer He or she shall collect all dues of this organization and other such moneys as available, depositing it in any approved banking institution in the name of the Society. All checks for payment must be signed by the treasurer or any other officer with consideration for the location and convenience of the current banking establishment. Regardless, the cosigner must be an officer. The treasurer shall keep proper financial records and make a report at each meeting as well as an annual report.

Section 6. All officers and board members shall forward copies of correspondence written on stationary of this organization to the Secretary. Copies of letters having anything to do with policy of this Society or which could involve it in any way shall be cleared with the President and thereafter filed with the Secretary.

Section 7. No officer or board member shall for reason of his or her office is entitled to receive a salary for such duties as herein noted in these by-laws. At the Board's discretion, they may hire and fix the salary of any employees necessary in the conduct of the business of this organization.

ARTICLE VII. BOARD OF DIRECTORS
Section 1. The Board of Directors shall consist of all Officers, the Immediate past President, up to four (4) elected Board Members and up to 4 (four) appointed Board Members as deemed necessary by the Board.  Appointed Members shall consist of EDUCATION CHAIRMAN, (responsible for all areas of education involving the guild. Any special seminars, mini seminars, teaching seminars apart from the regular monthly meetings etc.)  COMMUNICATION CHAIRMAN, (responsible for the prolog, JPPG Web and any other communications concerning JPPG.  Delegate and Membership Services. Members of the Board must be aware that sensitive subjects may be discussed and must be held strictly confidential and not discussed outside of the monthly Board Meeting.

Section 2.
a) Members of the Board of Directors must be Professional or Honorary Life members in good standing.
b) A majority of the Board of Directors shall constitute a quorum.
c) No officer or member of this organization shall make any commitment in the name of the JPPG without authorized approval of the Board.
d) The Board shall hold meetings at intervals not to exceed ninety (90) days.
e) The Board shall have charge of all the affairs and act for and in the name of the Society, all in accordance with the by-laws.
f) The Board, by a two-thirds (2/3's) vote of the full Board, have the right to recommend the removal from office and/or cancellation of membership in JPPG. Such officer, director or member in any category may be removed from membership for neglect of duty or misconduct, which may endanger the welfare, interest, or character of this organization. The Secretary shall also notify the offending member of the pending action and explain the reason for it. A two-thirds (2/3's) majority vote of all members present at any regular Board meeting is required for this action.
g) Absence. Any Chair Officer or Director absent from a meeting shall send a communication in advance to the President or Secretary stating the reason for the absence. The Board in attendance shall decide in each instance whether or not such absence is excusable. In the event there are three (3) absences on the part of these Board Members, the elected position may be declared vacant. Should there be any vacancy in the Chair Officers or on the Board of Directors, an election shall be held at the next monthly Board meeting to fill such a vacancy for the unexpired term. Before the election, Chair officers may advance their positions and whatever position is vacant will be filled for the unexpired term.

ARTICLE VIII. ELECTIONS
Section 1. The president shall appoint a nominating committee made up of at least one (1) Past President, during the month of August, whose obligation shall be to present a complete slate of officers and board members for the following year. This report of the nominating committee shall be given at the September general meeting. All nominees' names and business affiliation shall be published in the Newsletter or on the Web for final vote at the October regular meeting where the Sergeant at Arms will entertain further nominations from the floor. All nominations made from the floor and those presented by the nominating committee must carry with them the consent of the persons so nominated.

Section 2. Election shall be by secret ballot except if there is no contention to the nominating committee's report. In either case a majority vote of those Active and Life members present shall elect.

Section 3. At all votes by ballot, the presiding officer shall, prior to the balloting, appoint a committee of three (3) who shall act as "Inspectors of Election" whose assignment shall be to distribute the ballots, collect and count the resulting figures and present in writing the results of the election. This certificate of results shall be made a part of the minutes of that meeting, and no "Inspector" shall be a candidate for office.

Section 4. All other votes at all other meetings shall be via voice. If a majority so requires, any question may be voted upon by ballot at any general or special meeting following the procedure in section 3.

ARTICLE IX. GENERAL MEETINGS
Section 1. The Society and its' Board shall meet monthly, the time, date and place determined by the Board. Special meeting may be called by the President or by a petition of thirty percent (30%) of the voting members, the time and place to be announced in the monthly Newsletter.

Section 2. The order of business for the general meeting shall be the announcements, introduction of guests or new members, and the presentation of the announced program, not necessarily in that order and not necessarily all the above.

Section 3. The time, place, and date of all Board meetings shall be announced. Business of this organization shall take place at the Board meetings. Non Board Active members shall submit to the presiding officer such information as they deem necessary to be brought before the Board so same may be made a part of the agenda of that meeting, such information to be submitted to the presiding officer at least one (1) week before the regular board meeting in writing. The presiding officer may, at his or her discretion, bring such information before the general meeting as may be of universal interest to the membership in addition to announcements as noted in Section 2. Active members, potential board members and committee members may be invited to attend board meetings.

Section 4. All meetings shall be governed by Robert's Rules of Order unless otherwise covered in these by-laws.

Section 5. Fifteen percent (15%) of Active members shall constitute a quorum and shall be necessary to conduct the business of this organization. If this number is not present the meeting shall be reconvened within two (2) weeks, the Secretary giving due notice to all members. A quorum as noted above shall be required at this reconvened meeting.

ARTICLE X. STANDING COMMITTEES
Section 1. The functioning of this organization shall be the responsibility of the following Standing Committees in conjunction with the Officers and Board of Directors: PROGRAM, MEMBERSHIP, PROPERTIES, FINANCE, SALON, PUBLICATION, ENTERTAINMENT, PUBLIC RELATIONS, SERGEANT OF ARMS and other committees the President and Board deems necessary. The Nominating Committee, which functions for only a part of the year, shall be appointed each year as outlined in Article VIII Section 1.

Section 2. The President with the approval of the Board shall at his or her discretion appoint these committees, the only requirement being that only Professional Members be chairmen.

ARTICLE XI. AMENDMENTS
Section 1. This Constitution and by-laws may be amended provided the following procedure has been adhered to:
a) The amendment has been presented in writing and signed by three (3) Active members.
b) It has been published in the Newsletter or on the Web following its presentation.
c) There shall be an interval of thirty (30) days following its presentation.
d) It will then be accepted or rejected by a 2/3's majority vote of all Active and Honorary Life members present at any regular meeting hereafter.