BYLAWS for the

TENNESSEE PROFESSIONAL

PHOTOGRAPHERS

Approved and Amended July 1974,

Amended July 1978, July 1981, July 1982, October 1984, July 1985,

April 1987, April 1988, March 1994, September 1994, April 1995,

April 2001, May 2003, August 2004, August 2006,

March 2007, August 2009, August 2014, August 2015

Affiliated With:

The Professional Photographers of America

Professional Photographers of Mississippi and Alabama

Local Affiliates:

Memphis Professional Photographic Guild Professional Photographers of East Tennessee Professional Photographers of Middle Tennessee


TENNESSEE PROFESSIONAL PHOTOGRAPHERS ASSOCIATION

CODE OF ETHICS

The corporate Charter of the Tennessee Professional Photographers Association states as its general purpose:

The promotion of one of the fine arts and the support and encouragement of the art of photography, namely, to advance photography in all of its branches, both as an art, and as a profession; to create, foster, promote, and maintain cordial relations and cooperation and interchange of thought and opinion freely among its members; to oppose violation and infringements of the rights of professional photographers of their organizations; to foster the practical benefits to be derived from personal acquaintance and the discussion of subjects having to do with the art of profession of photography; to cooperate with other organizations which may be striving to accomplish similar purposes.

I understand and accept the purpose of this association, and agree to abide by and support the conditions set forth within this association’s corporate purpose.

I cooperate whenever possible with other members and try myself as well as encourage other members individually and collectively to achieve and maintain the highest standards of quality.

I will, at all times, avoid the use of unfair competitive practices as determined by any court of competent jurisdiction, the Federal anti-trust laws and related statues.

I recognize the authority of this association in all matters relating to the interpretation of this code in accordance with the statues of the United States and the State of Tennessee and the decisions of  courts and governmental agencies of competent jurisdiction.


BYLAWS

for the

TENNESSEE PROFESSIONAL PHOTOGRAPHERS ASSOCIATION

ARTICLE I

Membership

Section 1

The        Classifications        of        membership        shall        be:        Active, Aspiring, Student, Senior Active, Out of State Member, and Honorary Life Member.

  1. An  Active  Member  may  be  any Tennessee resident who is a proprietor, corporation officer, or partner of an established place of business engaged in the practice of professional photography; or an employee of a business engaged in the practice of professional photography; or any person who is the head of a photographic department used by and for business and professional photographic services, although the principal business of the firm is not photography, and that all Active Members’ businesses engaged in the practice of professional photography shall be within the State of Tennessee. An Active Member also receives registration to all TNPPA events which may include the Annual Convention and Annual Seminar events (whose names may change). There will be a limit to five Active Members    from any one corporation.

  1.  An Aspiring Member shall be a person who is a resident of Tennessee who is considering the profession of photography. Membership in this  category  is  for  a  maximum  of  two  years  but  can upgrade to Active Membership at any time before two years and individual has never held a membership with TNPPA. At the end of two years, the member must switch to  an  active  membership  as  long  as  they  satisfy  the requirements.   Aspiring members have no voting rights, cannot hold office, cannot use TNPPA logos, and are not eligible for scholarships, and cannot enter salon print competition. Aspiring members receive registration to all TNPPA events which may include the Annual Convention and Annual Seminar.
  2. A Student Member shall be a person pursuing photographic course work and who is able to provide verification of current student status. Student members have no voting rights, cannot hold office, cannot use TNPPA logos, and are not eligible for scholarships, and cannot enter salon image competition. Student members receive registration to all events which may include the Annual Convention and Annual Seminar.

  1. Senior Active Member shall be any Active Member who has retired from the practice of the profession of photography, provided the Active member shall have been a member of the Association for a period of twenty-five (25) years.
  2. An Out–of-State Member shall be a person who qualifies as an Active Member, except that they reside or have their business in another state. An Out-of-State Member shall have no voting or office holding rights.
  3. An Honorary Life Member shall be any member so honored by the Board of Directors. An Honorary Life Member will have all the rights and privileges of an Active Member.


ARTICLE II

Application for Membership

Section 1

The  Board  of  Directors  shall  provide  an  application  for membership form which shall be used by all applicants.

Section 2

An applicant shall complete the online application form and shall make payment for the first year of dues.

The application shall also be accompanied by a certificate of the applicant that he or she has read, understands, and will abide by the Code of Conduct adopted by the Association.

Section 3

An applicant for Senior Active Membership my apply in writing for such membership with the Board of Directors.

Section 4

         All applicants, except as otherwise herein provided, shall be          voted on by the Board of Directors at the next regularly scheduled meeting of the Board after the application has been received by the Directors approves the application the, applicant’s name shall be announced by email to the current membership. After reading the list of persons applying for membership the general membership shall have thirty (30) days to submit in writing to the Board of Directors any objection to the acceptance of any applicant. Any written objection must be submitted to the Chairman of the Board who would then refer the matter to the Ethics Committee for a ruling. The objections must be specific in its charges as to why the applicant should not be accepted for membership. After hearing from the applicant and objecting member(s), the Ethics Committee shall make its recommendations for acceptance or refusal of the applicant to the Board of Directors, who shall then vote to accept or reject the applicant based on the findings of the Ethics Committee and/or any other information received regarding the applicant. The applicant shall receive written notification of his or her acceptance or rejection with no further notification to the membership required.

If no objections are received on any applicant for membership after thirty (30) days of having their names they are officially granted membership in the organization with no further notification to the general membership required.

ARTICLE III

Expulsion

Section 1

Members may be expelled from membership for violating the Code of Conduct or illegally or unethically engaging in the practice of the profession of photography.

Section 2

The procedure for expulsion shall be as follows:

  1. A complaint shall be filed by certified letter to the Chairman detailing the specific section of the Code of Conduct allegedly violated or specifically alleging the illegal or unethical way or manner the member practices photography.

  1. The        Chairman shall notify the President of the complaint and the President shall refer the complaint to the Ethics Committee no later than the commencement of the next annual general membership meeting and the complaint shall be heard in executive session of the Ethics Committee.

  1. The Ethics Committee shall make its recommendation to the Board of Directors.

  1. The Board of Directors shall consider the recommendation of the Ethics Committee and if the Board of Directors determines that there may be probable cause to expel the member, notice of the same shall be given to such member, of and the Board of Directors shall fix a time and place for the Board to hear and determine all the evidence in regard to the matter. Within thirty (30) days of the date of the hearing, the Board of Directors shall cause the Chairman to notify the member of its decision. Such decision of the Board of Directors shall be final and shall not be subject to review.

ARTICLE IV

Directors

Section 1

The Board of Directors shall consist of the President, President-Elect, Secretary, Treasurer, Executive Director, Chairman of the Board (the most immediate Past President) and other members-at-large as determined by the board.

Section 2

Each director (each of the three members-at-large) shall be elected annually at the general membership meeting. Once a person has served three terms as a director, that person may be considered for election as an officer of TNPPA.  If a director’s office is vacated during the year, the Board will appoint a person to serve as a director pro tem until the next annual general membership meeting.

Section 3

A member who is elected to serve as a director (member-at-large) should serve three consecutive terms as a director before being considered for election as an officer.  Special circumstances may dictate that a member is allowed to serve less than three years as a director, due to offices being vacated.  Should one or more Officer positions become open prior to the new Officer elections, it is reasonable that a member-at-large may fill that Officer position, and advance up the chairs in order to maintain a smooth transition for the new Board of Directors for the next year. 

Additionally, the tradition of a member advancing through the chairs of elected offices of this Association may stand as a guideline, but special circumstances may dictate that a member be advanced in the line of offices due to offices being vacated, even if such member has not previously served on the Board.

ARTICLE V

Dues

Section 1

The annual membership dues for the respective classifications of membership shall be recommended by the Board of Directors,

provided, however, those dues shall be approved or disapproved by a majority vote of the members of the Association attending the annual general membership meeting. In the event the dues proposed by the Board of Directors are rejected by a majority vote of the members attending the annual general membership meeting, the membership may adopt a resolution fixing the dues.

ARTICLE VI

Officers and Duties

Section 1

The officers of the Association shall have the following duties:

  1. The President shall direct the activities of the Association, carry out the policies prescribed by the Board of directors, and preside at the Annual Convention.
  2. The President-Elect shall become President in the event the President vacates the office or fails or refuses to serve at any regular meeting of the Board of Directors or preside at the annual general membership meeting. In addition, he shall be chairman of the image Competition Committee and shall perform such duties as may be prescribed by the Board of Directors.

  1. The Secretary shall keep and maintain the minutes of all Board and General Membership meetings and submit them to the members of the Board within two weeks of said meetings. The Secretary will maintain current and historic membership records, and file PPA membership reports.

  1. The Treasurer shall oversee the keeping of accurate records and render such financial reports of receipts and disbursements to the Board of Directors as may be required and shall render an accounting to the members of the general membership meeting. The Treasurer may sign any checks (as needed – See Art. VI, 1F) which are accompanied by vouchers approved by and received from the President and submitted by the Executive Director for signature for any bills and obligations incurred by the Association.

  1. The Chairman of the Board shall be the most immediate Past President and shall preside at all meetings of the Board of Directors.

Section 2

All officers except the President and Chairman of the Board shall be elected at the annual general membership meeting for a period of one year and such election shall be by secret ballot unless there is only one candidate for an office. The balloting shall be conducted by the President and two other persons selected by the Board of Directors, provided that such persons shall not be candidates for an office. Each office will be elected individually, the ballots counted and the newly- elected officer’s name announced before the next office is elected. The ballots shall be counted during the meeting in which the election is held and the count shall be carried on in the presence of the membership prior to the adjournment of the meeting. If an officer’s position is vacated during the year, the Board will appoint a person to serve as officer pro tem for the office until the next annual general membership meeting.

Section 3

The elected officers and Board members of the Association shall be members in good standing of the Professional Photographers of America, Inc. In the event an elected officer or Board member is not a current member of the PPA, then he or she shall be given ninety (90) days from the time of election to show proof of PPA membership.

Section 4

In the event there is not a quorum present at the annual general membership meeting and no election of officers can take place, then the current officers shall continue on a temporary basis with full voting rights until officers can be duly elected by a called general membership meeting of this Association.

ARTICLE VII

Quorum

Section 1

The amount of Active Members registered and present at a properly noticed state meeting, seminar or Convention constitutes a quorum to transact the business of the Association. Business will be conducted and voted upon by these members present. 

Section 2

Fifty one percent (51%)  of  the  Board  of  Directors  shall constitute a quorum to transact the business of the Board.

Section 3

Any business of the Association may be transacted by a majority vote of the quorum.

Section 4

The provisions of this article shall be mandatory except where a meeting is adjourned due to the lack of a quorum, the members in attendance may vote upon and fix another meeting date, stating the place and time of the meeting and at any meeting so called, any business may be transacted by a majority vote of those present, provided that no such meeting shall be held earlier then fifteen (15) days from the date of the call of the meeting, provided that all members having voting rights shall be notified at the time and place of the meetings by sending such notices to the current email address shown on the official membership roster.

Section 5


All business of the Association not specifically covered in these ByLaws shall be subject to Robert’s Rules of Order and/or the Tennessee Professional Photographers Association Standard Operating Guide.

Section 6

No proxy vote will be accepted at any TNPPA Board Meeting, Committee Meeting, or General Membership Meeting.

ARTICLE VIII

Newsletter

The Association may publish a paper or electronic newsletter entitled Ground Glass News for the purpose of communication among the members.

ARTICLE IX

Awards

There shall be appropriate awards for members rendering outstanding service to the profession and for  photographs accepted for display by members at the annual general membership meeting as deemed appropriate. The types of awards made by the Association shall be approved by the Board of Directors.

ARTICLE X

Logos and Identifying Paraphernalia

In the event the Association adopts a logo or identifying paraphernalia, the same shall not be used in advertising or individual certification except by Active Members. However, an Associate Member may use the logo in advertising only in connection with the firm name having an Active Member. A logo or other identifying paraphernalia shall not be issued in any other individual except on the certificate of membership issued to an Active or Senior Active Member and the Classification of membership stated on the certificate must appear on the face of the certificate in the same or larger type as the logo.

ARTICLE XI

Amendments

These ByLaws may be amended from time to time. A proposed amendment shall be presented in writing by the ByLaws Committee for its study and recommendation. All recommendations of the committee shall be presented to the Board of Directors no less than thirty (30) days prior to the meeting of the Board, where such recommendation may be brought before the Board for action. All recommendations from By-Laws Committee shall be presented to the membership at the general business meeting of the annual general membership meeting, and notice of such proposal to amend the By-Laws shall be given to each Active Member, not less than thirty (30 days prior to the annual general membership meeting in writing; and notice shall be provided by email, or other acceptable current method of notification, to the current address of each Active Member as reflected on the official membership roster. A two-thirds (2/3) vote of the quorum shall be required to amend the By- Laws.

ARTICLE XII

Standing Committees

The Association shall have the following standing committees appointed by the President and approved by the Board of Directors as possible:

  1. Committee on Ethics
  2. Committee on Publication
  3. Committee of Budget and Finance
  4. Committee on Awards
  5. Committee on ByLaws
  6. Committee on Nominations – The Nominating Committee shall consist of any Past Presidents of TNPPA who are present at the called meeting of the committee. The Chairperson of the Committee shall be the current President who will report on each nominee’s service or experience as a member of the Board of Directors or as a Chairperson of any committees. The meeting of this Nominating Committee shall be held at the seminar preceding the Annual Convention and General Membership meeting.


Nominations from the floor for any office to be elected will be accepted at the general membership meeting.

  1. Committee on New Membership
  2. Committee on Ways and Means
  3. Committee on Certification
  4. Ron Warwick Memorial Fund Committee – The Ron Warwick Memorial Fund committee may collect monies to be placed in an account for the purpose of providing a specially sponsored speaker each year at the Annual Convention. The maximum amount to be spent each year is $1,000. Although primarily determined by the President for the upcoming Annual Convention, all expenditures shall be subject to the approval of the Board of Directors.