37 W. Broad Street / Suite 480   ▪   Columbus, Ohio 43215   ▪   phone: 614 2286703   ▪   Carol@ppofohio.org

Professional Photographers of Ohio, Inc.

Constitution and ByLaws

Revised March 9, 2009

ARTICLE I - Name, Address and Purpose

Section 1.  The name of the Association shall be PROFESSIONAL PHOTOGRAPHERS OF OHIO, INCORPORATED.

Section 2.  The place in Ohio where its principal office is to be located in the City of Columbus, County of Franklin.

Section 3.  The purpose for which the Association is formed is:

a.   The advancement of Photography in all its branches both as an Art and as a Profession.
b.   To improve the technical skill of the individual members.
c.   To recognize the attainment of professional ability.
d.   To devise ways to better serve the public through education of the values to be gained by their use of professional photographic services.
e.   To protect the public from unethical practices.
f.    To advised the public of the value in the use of photography.
g.   To create better professional and social relationships and discussion among its members.
h.   To cooperate with government agencies and other groups having to do with the Art or Profession of Photography for the purpose of increasing technical skill and protecting the public from unfair, unethical trade practices.
i.    To do any and all things necessary and lawful to carry out the purpose of the Association.

ARTICLE II - Membership

Section 1. 

a.   The membership of this Corporation shall consist of such individuals, firms, partnerships, and institutions as may be eligible under the various classifications described in this Article.
b.   Members will be entitled to such services and privileges as will be decided upon for their respective classification by the Board of Trustees.
c.   Applicants for membership shall endure a three (3) year probationary period before being fully accepted into the Association.
d.   Applicants must be sponsored by two (2) Active members in good standing; or, one (1) Active member in good standing and maintain a reputable website.
e.   All membership applicants must reside in Ohio or have a place of business in Ohio except OutofState membership applicants.

Section 2.  Membership classifications shall be:

a.   Active.  May be extended to firms and individuals engaged in photography or photographic services.  These members shall derive the major portion of their earned income from photography or photographic oriented work.  Vendor’s license required where applicable
b.   Associate.  May be extended to individuals engaged in photography or photographic services who do not derive the major portion of their earned income from photography or photographic oriented work.  Vendor’s license required where applicable.
c.   Student.   May be extended to any individual attending a school as a fulltime student majoring in photography.
d.   Life.   May be awarded by the Board of Trustees to any individual who has maintained membership for the last twenty or more consecutive years in the Professional Photographers of Ohio, Inc. and is now retiring from the profession.  Payment of yearly dues is waived.  Upon reentry into the business world, regular dues payment shall apply until member returns to retirement status.
e.   Honorary.  May be awarded by the Board of Trustees to any individual who has performed some outstanding service to the profession of Photography.
f.    OutofState Full Service.  May be extended to any photographer from any other state, who desires Active Membership of this Association.  This member is entitled to all services and member fee discounts; however, OutofState Full Service members shall not vote, hold office, serve on a committee, or enter PPO competitions or Mid East States Regional Exhibition as a PPO member.  There shall be no probationary period.  Should the member not maintain a membership in their home state, a $25 surcharge will be added to their regular membership fees.
g.   Retired/Inactive.  May be extended to current members who are retiring from the photographic profession or have an interruption in their photographic business profession, but wish to retain a connected with Professional Photographers of Ohio.  Written request shall be required for this classification.  When said member returns to the photographic business world, previous classification and dues will be required.

Section 3.  The right to vote and to hold office shall be a privilege of Active, Associate and Life members only.

a.   Non-Photographic members may not enjoy this privilege.

Section 4.  Dues.

a.   Dues for each classification of membership shall be fixed by the Board.
b.   A membership card shall be provided to each member upon payment of their annual dues.

Section 5.  All members in good standing may participate in all Corporation activities including committee service except those specifically herein reserved for and financed by Certified Professional Photographers of Ohio members, or where specifically restricted by the ByLaws.

Section 6.  A member in good standing shall be one whose dues are current and has no judgment against him/her standing before the Ethics Committee.

Section 7.  It is the duty of each member to notify the PPO office of any change in their membership category.  Failure to do so may result in being referred to the Membership Committee for investigation.

ARTICLE III – Affiliation

Section 1.  Any group of photographers having been organized for at least one year and meeting regularly and subscribing to purposes compatible with the purposes and Code of Conduct of this Corporation may be accepted by the Board of Trustees into Affiliation with this Corporation.

a.   Each Affiliate must have an active membership of 15 or more members, fifty (50) percent of which must be members of the Corporation, or be affiliated with the Professional Photographers of America, Inc.
b.   Each Affiliate shall, in order to maintain its affiliation status, nominate from its board a representative to serve as a Trustee on the Board of Trustees of this Corporation for a period of one year.  Such representative shall be an Active member in good standing of this Corporation.  The nomination of any representative shall be subject to approval of the Board of Trustees.

ARTICLE IV Code of Conduct

Section 1.  The following shall constitute the Code of Conduct for members of this Corporation and each such member shall signify their intention and willingness to abide by the same in the manner hereinafter provided.

Code of Conduct
Upon being accepted into membership in the Professional Photographers of Ohio, Inc. I hereby subscribe without reservation to this Code of Conduct, and do solemnly agree that I will:
1.  Strive at all times to upgrade and improve my knowledge and skill of professional photography, marketing and related areas.
2.  In all dealings with users of photography and general public:
a)   Strive to present all photography and photographic services in surroundings and in a manner, which reflects the highest levels of professionalism;
b)   Deal with all users of photography and the general public with honesty and integrity;
c)   Not use any marketing or competitive practice which violates any Federal Trade Commission, or other Federal or State regulatory agency rule or regulation, and Federal or State statute, or any decision of any Federal or State Court or contractual agreement.
d)   Strive at all times to produce photography and photographic services in accordance with the highest levels of professionalism.
3.   In all dealings with fellow professional photographers and members of this Association, share the knowledge, and skill of professional photography.
4.   Support efforts for and assist in the education of all interested persons and the general public in the Art and Science of Photography.
5.   In all matters relating to the interpretation of this Code, recognize the authority of the Professional Photographers of Ohio, Inc.
IN WITNESS WHEREOF, I hereby append my signature to this the _____________ day of _________________ 20 ___.

Section 2. The Code of Conduct shall be prominently incorporated with and be a formal part of every application to any applicant unless and until the Code of Conduct has been signed.

Section 3.  No application for membership shall be accepted and no services or privileges shall be accorded to any applicant unless and until the Code of Conduct has been signed.

Section 4.  No member of this Corporation shall enter into any agreement of any nature whatsoever, the object of which is to restrain trade, limit production, circumscribe competition, regulate prices, distribute business, or perform any act that is contrary to law.

Section 5.  Every member of this Corporation shall be at liberty at all times, and in every respect and particular, to conduct their business as they see fit, provided that in so doing they do not violate the Code of Conduct or the provisions of Section 4 of this Article.

Section 6.  The violation of any portion of the Code of Conduct or Code of Regulations shall be grounds for the Board of Trustees to terminate or refuse renewal of membership in the Corporation.

ARTICLE V Composition of Districts

Section 1.  The state shall be divided into six Districts.  Each District shall be entitled to not less than one representative on the Board of Trustees to be elected in a manner hereinafter prescribed.  The name, the number, and the counties contained in each District are as follows:

District 1
Allen, Auglaize, Defiance, Fulton, Hancock, Hardin, Henry, Logan, Lucas, Mercer, Ottawa, Paulding, Putnam, Sandusky, Seneca, Shelby, Van Wert, Williams, Wood, Wyandot.

District 2
Ashland, Crawford, Delaware, Erie, Huron, Lorain, Knox, Marion, Morrow, Richland, Union.

District 3
Ashtabula, Cuyahoga, Geauga, Lake, Medina, Mahoning, Portage, Summit, Trumbull.

District 4
Adams, Brown, Butler, Champaign, Clark, Clermont, Clinton, Darke, Fayette, Greene, Hamilton, Highland, Madison, Miami, Montgomery Preble, Warren.

District 5
Fairfield, Franklin, Gallia, Hocking, Jackson, Lawrence, Licking, Perry, Pickaway, Pike, Ross, Scioto, Vinton.

District 6
Athens, Belmont, Carroll, Columbiana, Coshocton, Guernsey, Harrison, Holmes, Jefferson, Meigs, Monroe, Morgan, Muskingum, Noble, Stark, Tuscarawas, Washington, Wayne.

ARTICLE VI Board of Trustees

Section 1.  There shall be a Board of Trustees as hereinafter provided each of whom shall be an Active, Associate or Life member in good standing.

Section 2.  Election of the members of the Board shall be carried out as provided in the following sections (56) and only Active, Associate or Life members in good standing shall be entitled to vote.

Section 3.  Trustees serving on the Board upon the date of the adoption of the Code of Regulations shall continue to serve until the terms for which they were elected shall expire.

At each successive annual meeting, beginning with 1971 two (2) District Trustees and one (1) TrusteeatLarge shall be elected to the Board for terms of three (3) years.  Districts shall be entitled to representation as follows:

In 1971, Districts one (1) and four (4) shall be entitled to one trustee each to be elected for a term of three years.
In 1972, Districts three (3) and six (6) shall be entitled to one trustee each to be elected for a term of three years.
In 1973, Districts two (2) and five (5) shall be entitled to one trustee each to be elected for a term of three years.

Section 4.  In case of a vacancy, any Trustee appointed to fill such vacancy shall hold office for a term, which shall be coincidental with the term of the class in which the vacancy occurred.  Vacancies shall be filled by the President with the approval of a majority of the remaining members of the Board.

Section 5.  District Trustees:  At least thirty (30) days prior to the annual meeting the Board of Trustees shall send to all Active, Associate and Life members in good standing in each District entitled to elect trustees in that year a ballot which shall contain the names of not less than two nominees for Trustee from the members’ District.

Space shall be provided on the ballot for “write in” candidates but all candidates must reside in the District from which they are nominated.  The ballots shall be marked and returned to the Secretary prior to the annual meeting.  The Secretary shall tally the ballots and announce the elected candidate from each of the two eligible Districts at the annual meeting.  The candidate receiving the greatest number of votes in each contest will be elected, whether or not they receive a majority of the votes cast.

Section 6.  Affiliate Representative: Each Affiliate shall, in order to maintain its affiliation status, nominate from its board a representative to serve as a Trustee on the Board of Trustees of this Corporation for a period of one year. Such representative shall be an Active or Associate member in good standing of this Corporation. The nomination of any representative shall be subject to approval of the Board of Trustees.

Section 7.  Trustees at Large:  At the annual meeting, the Board shall offer in nomination the names of not less than two Active, Associate and Life members for the office of TrusteeatLarge for the three (3) year term expiring in that year.  Additional nominations may be made from the floor.  After nominations are closed a ballot shall be cast by the members attending the meeting, and the candidate receiving the largest number of votes shall be declared elected, whether or not they receive a majority of the votes cast.  The Secretary shall tally the ballots and announce the elected candidate at the annual meeting.

Section 8.  In addition to the Trustees elected in the manner aforesaid, up to seven additional Trustees shall be selected by the elected members of the Board of Trustees from the Active, Associate and Life membership.  The appointed Trustees shall serve for terms of one year and until their successors are chosen and qualified.

Section 9.  The immediate Past President shall become Chairman of the Board of Trustees.

Section 10.  Any member of this Corporation serving as an elected Council Member, Officer, or Director of the Professional Photographers of America, Inc., may, during the term of office, serve as a member of the Board of Trustees with full voting privileges.

Section 11.  Any Trustees elected to the position of Officer shall resign their elected Trustee position and remain a Board member as an Officer until such time as they are ineligible (at the discretion of the Board) to serve in that capacity.

Section 12.  The term of office for all Trustees and Officers shall be from thirty (30) days after the annual meeting to thirty (30)days after the next annual meeting.

Section 13.  The Newsletter Editor shall attend Board of Trustees meetings without a vote.

Section 14.  The Certified Professional Photographers Committee Chairperson shall be a member of the Board of Trustees

ARTICLE VII Meetings and Quorum

Section 1.  Meetings of the Board of Trustees shall be held not less than four times each year at a time and place to be determined by the Board.  Special meetings may be called by the President or on the request of two or more members of the Board.

Section 2.  Written notice of the time, place, and purpose of any special meeting shall be given to each Trustee either by personal delivery or by mail, telegram, or cablegram at least five (5) days before the meeting.

Section 3.  Any member of the Board of Trustees who fails to attend three consecutive meetings of the Board may be dropped from office by the decision of a majority of the Board.

Section 4. A majority of the members of the Board of Trustees shall constitute a quorum.

ARTICLE VIII Duties of the Board

Section 1.  It shall be the duty of the Board of Trustees to superintend all activities of the Corporation and it shall be empowered to consider and determine all questions and problems arising between annual meetings.

ARTICLE IX – Officers

Section 1.  Officers of this Corporation shall consist of the Chairperson of the Board (is not elected), President, PresidentElect, VicePresident, Secretary, Treasurer; who shall perform the duties usually required by their office.

a.   These officers shall compose the Executive Committee of the Board of Trustees.  This committee shall act on behalf of the Board of Trustees between meetings of the Board of Trustees, and report to the Board of Trustees at the next regular meeting.

Section 2.  Election of Officers shall be accomplished in the following manner:

a.   The election of District Delegates and DelegateatLarge must take place at the Annual Meeting.
b.   An appropriate nominating committee shall propose candidates from Active and Life members for Officers from the Board.
c.   The outgoing Board members shall vote on the new Officers.
d.   The new Officers and Board members shall be announced at the Annual Convention.
e.   All new Officers shall assume office thirty (30) days after the annual meeting and shall hold office for one year or until their successors assume office.

Section 3.  The Officers of the Corporation shall preside at all meetings of the general membership and the Board of Trustees in the order of their respective offices as set forth in Section 1 of this Article.

ARTICLE X – Meetings

Section 1.  The Corporation shall meet annually at a time and place to be determined by the Board of Trustees.  Special meetings of the membership may be called by the President and/or a majority of the Board of Trustees.  An appropriate written notice shall be sent to Active members at least ten days in advance of the proposed meeting.

ARTICLE XI – Committees

Section 1.  The President of the Corporation, with the approval of the Board, shall appoint such committees, as he/she shall determine necessary to carry out the aims and objects of the Corporation.

Section 2.  There shall be a Certified Professional Photographer Commission (CPP Committee) to oversee and promulgate any and all business as concerns CPP activities and regulations with Board of Trustees approval.

ARTICLE XII – Insignia

Section 1.  The right to use the Seal and other types of insignia and membership identifications of the Corporation shall be restricted as follows:

a.   Membership identification such as the Logo, Seal, use of same on letterhead or advertising material, or any other device which could be interpreted by the public to indicate the user as a skilled photographer approved by the Corporation is restricted to use by only those members who are accorded voting privileges.
b.   All membership identification and insignia and right to use such shall remain the property of the Corporation and shall be furnished to a member for use only during such time as their membership is in good standing.
c.   If for any reason whatsoever membership status with the Corporation is revoked or severed, the member agrees, as a condition of membership, to immediately desist in the use and display of such insignia, or of the Corporation’s name, or of other material which in any way could be interpreted by the public as evidence as membership in the Corporation or approval or endorsement of the individual or firm he/she is associated with by the Corporation.

ARTICLE XIII – Amendments

The Code of Regulations may be modified, altered, amended, or repealed by twothirds vote of the Active and Certified Professional members of this Corporation present at any regular or special meeting; provided, however, that such proposed amendment shall be supplied in printed form to all members eligible to vote at least thirty (30) days prior to the meeting.

ARTICLE XIV Expenditure of Funds

No member, employee, or agent of the Trustees of this Association shall enter into any agreement or obligation for this Association, financial or otherwise, or expend any Association Funds in excess of the adopted budget without prior approval of the Board of Trustees.

ARTICLE XV Reserve Fund

This Association shall establish and maintain a reserve fund to be known as Professional Photographers of Ohio, Inc. Reserve Fund.

ARTICLE XVI 

Section 1.   Roberts Rules of Order shall be used to govern procedure of all meetings.

Section 2. Indemnification. Every member of the Board of Trustees, the Executive Board, officer, member of a committee, or employee of the Association shall be indemnified by the Association against all expenses and liabilities, including counsel fees, reasonably incurred by, or imposed them in connection with any proceeding to which they may be made a party, or in which they may become involved by reason of their being of having been a member of the Board of Trustees, the Executive Board, officer, member of a committee or employee of the Association or any settlement thereof, whether or not they are Board of Trustees, the Executive Board, officer, member of a committee, or employee at the time such expenses are incurred, except in cases wherein the committee or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of their duties.  The forgoing right to indemnification shall be in addition to and not exclusive of all other rights to which such members of the Board of Trustees, the Executive Board, officer, member of a committee or an employee be entitled

Section 3 Dissolution.  Upon execution of Article VII, Section 1 special meetings and Article VII, Section 2 written notification of the full paid membership at a meeting thirty days past, the full membership, following discussion may determine the Professional Photographers of Ohio, Inc. dissolved with a 2/3 majority vote.  Following the affirmative vote of dissolution, the members of the Association must comply with the seven requirements listed below to complete the dissolution process.

a.   All outstanding contracts must be terminated per said contract.
b.   All Association outstanding bills be paid in full
c.   A financial statement be prepared for the membership and the IRS
d.   Any regulation by the Ohio Secretary of State’s office in terminating an association to be followed.
e.   A permanent home for the Association’s records to be found.
f.    All office equipment and inventory be donated to a nonprofit or sold.
g.   All accounts to be closed with remaining monies either being donated to a nonprofit or divided among the paid Professional Photographers of Ohio, Inc. membership at the time of dissolution.