2026 Governance Update – Member Vote

The Board has undertaken a comprehensive review of the 2016 Bylaws and Policies & Procedures to ensure they:

• Reflect how PPO currently operates

• Align the Bylaws and Policies with one another

• Remove outdated language and structure

• Modernize voting and governance procedures

• Provide clarity for future Boards

Below is a summary of the key changes.

1. Organizational Structure Updates

Board Structure Clarified

• Board size is now defined as 3–6 Directors (instead of legacy trustee language).

• Directors now serve three-year terms.

• Directors must reside in Ohio or maintain a photography business in Ohio.

Officer Structure Modernized

• Officers are elected annually by the Board.

• Officers may serve no more than two consecutive years in the same position, with a possible one-year extension by unanimous Board vote.

• Outdated references to Vice President, Trustees, and Chairman of the Board have been removed.

2. Membership & Voting Modernization

Voting Rights Clarified

• Active and Lifetime members may vote.

• Honorary members do not vote.

• Voting eligibility is determined based on good standing at the close of voting.

Electronic Voting Authorized

• Membership votes may be conducted electronically.

• Members must receive:

  • At least 14 days’ notice

  • A minimum of two notifications before voting closes

This replaces outdated meeting-based voting language and reflects current practices.

3. Ethics & Due Process Improvements

• Ethics review is now handled by a Past President serving as temporary Ethics Chair.

• Clear review and recommendation process established.

• Removal of officers or members requires a two-thirds vote of the Board.

• The Code of Conduct will remain a separate document and will be modernized for clarity.

This ensures fairness, consistency, and separation of review from Board politics.

4. Financial Oversight Protections

The following protections are now codified in the Bylaws:

• PPO must retain a licensed Certified Public Accountant (CPA).

• PPO must maintain Directors & Officers (D&O) liability insurance.

These protections cannot be removed without a membership vote.

Financial management language was also updated to reflect PPO’s event-based financial model rather than a rigid annual operating budget structure.

5. Membership Renewal Clarification

Policies now clearly outline:

• Anniversary-based renewals

• Reminder notices at approximately 14 days, 7 days, and renewal date

• 14-day grace period after renewal

• When a membership is considered lapsed

This reflects current automated practices.

6. Committees Simplified

• PPO will maintain an Event Committee as a standing committee.

• All other committees may be created as needed.

• Committees do not have independent authority unless expressly granted by the Board.

This prevents unnecessary bureaucracy while preserving flexibility.

7. Clean-Up of Outdated Language

The following legacy references were removed:

• “Board of Trustees” terminology

• Vice President and Chairman roles

• Certified Professional designation language

• Procedural language tied to outdated meeting-only voting

The new documents are written to be:

• Clear

• Operationally accurate

• Consistent across Bylaws and Policies

• Adaptable for future Boards

What Did NOT Change

• PPO’s mission and purpose

• The importance of member input in Bylaw amendments

• Board quorum requirements

• Commitment to ethical standards

• Commitment to financial transparency

Why These Changes Matter

These updates:

• Align governance with how PPO actually operates

• Reduce ambiguity for future Boards

• Protect the organization legally and financially

• Modernize voting procedures

• Provide clearer guidance to members