Professional Photographers Association of New Mexico, Inc.

BE IT ENACTED as By-Laws of the Professional Photographers Association of New Mexico, Inc. as follows:

Name and Main Office
The name of this organization shall be the Professional Photographers Association of New Mexico, Inc. and the main office of the association shall be in the City of Portales, County of Roosevelt, State of New Mexico, or any other place as the Directors may from time to time determine.

To advance photography in all its branches both as an art and a profession; to promote, foster, and maintain cordial relations, cooperation and interchange of thought and opinion freely among its members; to educate its general membership as to the many benefits to be derived from competitors helping each other improve their work; to oppose violations and infringements of the rights of professional photographers as individuals; to raise the standing of the profession in the eyes of the public; to cooperate with all agencies, departments, or organizations, either governmental or private, having to do with any phase of the profession of photography to act as a clearing house for funds collected from its members and other sources for promoting professional photography. All such purposes shall be achieved according to law. No part of the assets or earnings, if any, of this corporation shall ensure or be payable to or for the benefit of any private shareholder, or individual.

Sec. 1. Membership classifications, applications, and approval shall be in accordance with Board of Directors policy.
Sec. 2. 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.
Sec. 3. The Board of Directors shall establish the amount and manner of payment of dues, fees, and other charges.
Sec. 4. The Board of Directors, upon receipt of an application, will consider Life Membership and relief from payment of dues and registration fees, for members who have met the requirements for Life Membership as provided by the Executive Council Policy Manual.
Sec. 5. Spouses of Professional members may have the option of paying Professional membership in order to participate in print competition and/or voting; otherwise they are exempt from paying dues.
Sec. 6. Active and Associate members shall enjoy all rights and privileges of the association, including the right to hold office, entering of prints in competition, voting on all matters, and other rights as may be or become available. Life members have all rights as Professional members. Student members may not hold office or vote.
Sec. 7. The Board of Directors may require as a condition of membership that all Active and Associate members sign and subscribe to a “Code of Ethics”, the wording and form of such document to be prescribed by the Board.

Sec. 1. The elected officers of this Association shall be a President, a Vice-President, a Treasurer, and a Secretary.
Sec. 2. The above-named officers shall be elected at a business meeting to be held annually and such officers so elected shall take office July 1 or until a successor to office shall have been elected.
Sec. 3. In the case of death, resignation, or the inability to fulfill an elected office of the Association and upon the recommendation of the Executive Board, the Board of Directors shall have the authority to fill such a vacancy as they deem necessary to enable this Association to function until the next annual election.
Sec. 4. The duties of the president shall be: to preside at all meetings of the Executive Council, and at all general business meetings of the Association; to designate the time and place of special meetings of the Board with the approval of the Executive Council; to direct the activities of the association in a manner prescribed by the Board; to review all bills and accounts presented for payment; to act as a member exofficio of all committees; and to perform the duties generally imposed upon a like officer of similar associations.
Sec. 5. The Vice-President shall perform the duties of the President during the President’s absence or inability to serve and, in case of vacancy in the office of President caused by death or resignation, the Vice-President shall succeed to the office of President for the unexpired term.
Sec. 6. The Treasurer shall perform all duties customarily the responsibility of such office. He shall keep a record of the income and disbursements and shall be the custodian of the operating funds of the Association; and shall, with the approval of the Executive Council render to the Board of Directors a report showing the financial conditions of the Association within sixty days after the close of any convention or seminar. Within ninety (90) days after the end of the fiscal year, he shall submit to the Board of Directors, with approval of the Executive Council, a report relating to the Association’s financial operations during the said fiscal year. If the Board so directs, the Treasurer may be required to post a bond, the cost of which shall be borne by the Association. He shall also be required to keep a complete up-to-date record of all properties owned by the Association.
Sec. 7. The Treasurer shall succeed to the office of the President in the case of death or the resignation of both the President and the Vice-President and in such event will fill out the unexpired term.
Sec. 8. The Secretary shall perform all duties customarily the responsibility of such office in similar organizations. He shall keep a record of minutes of all proceedings at Board meetings and General Business Meetings of the Association. He shall take care of all correspondence necessary to the operation of the Association and shall perform other secretarial duties as the President directs.
Sec. 9. The Secretary shall succeed to the office of the President in the event of the death, resignation, inability to serve of the President, Vice-President, and Treasurer, and in such event will fill out the unexpired term.

The Executive Council
Sec. 1. The Executive Council shall be composed of the President, the Vice-President, the Treasurer, the Secretary, the Immediate Past President, and two councilmen-at-large appointed by the President, subject to approval of the elected officers. These councilmen-at-large shall have held office for one year, or until a replacement shall have been appointed.
Sec. 2. The Executive Council shall be chaired by the President and, in his absence, by the Vice-President. A quorum of the Executive Council shall be four members. The secretary shall act as the Secretary to the Executive Council and shall keep all official meeting minutes and issue all meeting notices. In the absence of the Secretary, the President shall appoint a meeting secretary. The Executive Council shall be called to meeting by the President; or shall be called to meeting when three or more Executive Council members jointly petition for a called meeting of the Executive Council.
Sec. 3. The Executive Council shall be empowered and responsible to administer the routine business matters and affairs of the corporation, and to implement the policies and resolutions adopted by the Board of Directors. The Executive Council may present any proposals or recommendations to the Board of Directors that it deems appropriate.
Sec. 4. The Executive Council shall serve as the Corporation’s Finance Committee. It shall review and approve the budgets, books, and accounts of the corporation, and present financial reports to the Board of Directors.
Sec. 5. The Vice-President shall prepare, and present to the Executive Council, a proposed budget for his term as President. The Executive Council shall review, revise, and /or approve the proposed budget and recommend its adoption to the Board of Directors.
Sec. 6. The Executive Council, by delegation of one or more elected officers, shall have the authority to make binding contracts, agreements, and commitments regarding convention and seminar arrangements including hotel facilities and programming, and to make financial commitments for same, which commitments or contracts shall mature subsequent to their current term of office.
Sec. 7. The Executive Council shall have the authority to appoint or hire such paid employee(s) as it may deem necessary or expedient for the operation of the corporation, on a contract, temporary, part-time, or full-time basis. Such employee(s) shall have such title, duties, tenure, and compensation as may be mutually agreed upon, and such employment, except in that of a strictly temporary nature, shall be subject to confirmation by the Board of Directors.
Sec. 8. All members of the Executive Council are, and are hereby defined as, officers of the Corporation.
Sec. 9. Members of the Executive Council may be reimbursed for travel and expenses incurred in the attendance of official meetings or in pursuit of their official duties.

Board of Directors
Sec. 1. There shall be a Board of Directors which shall be the governing body of the Association, composed as outlined in subsequent sections.
Sec. 2. The Executive Council shall be on the Board of Directors.
Sec. 2a. New Mexico representatives on the National Council of the Professional Photographers of America shall be a non-voting member on the Board of Directors.
Sec. 3. Two, At Large Directors may also be appointed to serve on the Board of Directors.
Sec. 4. Vacancies caused by resignation, death or inability to serve, shall be filled by PPANM Presidential appointment, subject to confirmation by the Executive Council.
Sec. 5. The Board of Directors shall be chaired by the Immediate Past President, who shall retain the power of voting.
Sec. 6. The annual meeting of the Board of Directors shall be held at the same time and place of the annual membership meeting. Special meetings of the Board of Directors may be called by the President or by any five directors pursuant to formal notice provided to each director not less than fourteen (14) days prior to the special meeting.
Sec. 7. A majority of the Board shall constitute a quorum for the transaction of business.
Sec. 8. The Board of Directors, by a two-thirds majority vote at any regular or called meeting where a quorum is present, may enact, revise, amend or rescind any resolution it deems necessary for the orderly direction and conduction of the corporation’s business. Such resolutions shall have the force of law in the corporate operation.
Sec. 9. All officers of this Association and members of the Board shall serve without compensation.
Sec. 10. All members of the Board of Directors, except honorary members, who shall attend a special meeting of said Board, except those meetings held at any convention or seminar, may be reimbursed for transportation to and from all meetings, and be allowed Per Diem expenses at a rate to be set by the Board.

Annual Meeting, Conventions and Seminars
Sec. 1. A convention shall be held every year (unless state or national conditions preclude such an event) at a time and place to be determined by the Executive Council. Weekend meetings or seminars may be held or cosponsored at the discretion of the Executive Council or Board of Directors. One convention or seminar each year shall be designated as the PPANM annual membership meeting. Notice of such annual meeting shall be provided to the membership.
Sec. 2. The attendance at any annual meeting shall constitute a quorum.

Sec. 1. The President of this Association shall appoint a nominating committee, whose duty it shall be to study qualifications of members to hold office. The committee should have as its chairman the Immediate Past President of the Association, and shall consist of not less than three Active or Life members, including the chairman of the committee. This committee shall recommend from the Active Membership the name of a Member to hold each office of President, Vice-President, the office of Treasurer, and the office of Secretary. The Chairman of the committee shall make the committee’s report of recommendations to the general membership at the business meeting or the annual meeting, and he shall close his report by making a motion that the report of the nominating committee be accepted and that all names contained in the report be placed in nomination for office.
Sec. 2. The National Award, sponsored by the PP of A, may be given annually to a person who has made outstanding contributions to professional photography in New Mexico. A committee to choose the recipient may be composed of at least three of the most recent prior recipients, with the most recent recipient serving as chairman.

Other Provisions
Sec. 1. The Association shall be affiliated with the Professional Photographers of America, Inc., and shall lend full support and shall encourage attendance at the annual convention of the PP of A, Inc., in every way possible; and nominations for the National Council as prescribed.
Sec.2. The fiscal year of the corporation shall be established by the Board of Directors.
Sec. 3. In all matters of parliamentary procedure not otherwise directed in these articles, The Standard Code of Parliamentary Procedure shall be the parliamentary authority of this Association.
Sec. 4. Copies of these by-laws shall be available to the membership.

Sec. 1. Proposed amendments to this constitution shall be made in writing to the President and/ or Executive Council prior to any meeting of the Board of Directors. Upon review by the Board, the proposed amendments shall be presented to the next general membership meeting, with or without recommendation.
Sec. 2. Proposed amendments may be adopted by a two-thirds majority vote at any general member-ship meeting of the corporation, or by a two-thirds majority of the returned ballots when taken by mail. Whenever a mail vote is taken to amend this constitution, ballots are required to be returned, and the entire amendment shall be included with the mail ballot.