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• Remove outdated language and structure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• Outdated references to Vice President, Trustees, and Chairman of the Board have been removed.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This replaces outdated meeting-based voting language and reflects current practices.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

PROFESSIONAL PHOTOGRAPHERS OF OHIO BYLAWS

ARTICLE I. NAME

The name of this organization shall be Professional Photographers of Ohio (PPO).

ARTICLE II. PURPOSE

The purpose of PPO is to promote education, professionalism, and community among photographers and to support the advancement of the photographic profession.

ARTICLE III. MEMBERSHIP

Section 1. Classes of Membership

The organization shall have the following classes of membership:

• Active

• Lifetime

• Honorary

Eligibility requirements shall be defined in the Policies & Procedures.

Section 2. Voting Rights

Active and Lifetime members in good standing shall have one (1) vote on matters submitted to the membership.

Honorary members shall not have voting rights.

Eligibility to vote shall be determined based on good standing at the close of voting.

ARTICLE IV. BOARD OF DIRECTORS

Section 1. Authority

The affairs of the organization shall be governed by a Board of Directors.

Section 2. Composition

The Board shall consist of no fewer than three (3) and no more than six (6) Directors.

Section 3. Term

Directors shall serve three (3) year terms.

Section 4. Eligibility

To be eligible to serve as a Director, an individual must reside in the State of Ohio or maintain a photography business within the State of Ohio.

Section 5. Quorum

A majority of the seated Directors shall constitute a quorum.

ARTICLE V. OFFICERS

Section 1. Officers

The Officers of the organization shall be:

• President

• Secretary

• Treasurer

Section 2. Election

Officers shall be elected annually by the Board of Directors from among the seated Directors.

Section 3. Term Limits

An individual may serve no more than two (2) consecutive years in the same Officer position.

A third consecutive one-year term may be permitted by unanimous vote of the seated Directors.

ARTICLE VI. REMOVAL AND VACANCIES

Section 1. Removal of Officers

An Officer may be removed from office by a two-thirds (2/3) vote of the seated Directors.

Section 2. Removal of Directors

A Director may be removed by vote of the membership in accordance with the Membership Voting Procedures.

Section 3. Vacancies

Vacancies on the Board may be filled by majority vote of the remaining Directors until the next membership election.

ARTICLE VII. MEETINGS OF THE BOARD

The Board shall meet regularly as needed, but not fewer than four (4) times per year.

At least one (1) meeting per year shall be held in person.

Meetings may be conducted in person, electronically, or in hybrid format.

ARTICLE VIII. MEMBERSHIP VOTING PROCEDURES

For all membership votes:

1. Notice of the matter being voted upon shall be provided at least fourteen (14) days prior to the close of voting.

2. The membership shall be notified no fewer than two (2) times prior to the close of voting.

3. Voting may occur at a meeting or by authorized electronic ballot.

Amendments to these Bylaws shall require a two-thirds (2/3) vote of the Active and Lifetime members in good standing who cast a vote.

ARTICLE IX. DUES

The amount of membership dues shall be determined by the Board of Directors.

Dues may renew automatically unless cancelled by the member.

Changes in dues shall apply prospectively and shall not affect a member’s current paid term.

ARTICLE X. ETHICS

Alleged violations of the Code of Conduct shall be reviewed by a temporary Ethics Chair.

The Ethics Chair shall be a Past President not currently serving on the Board.

If no eligible Past President is available, the Board may appoint an impartial member in good standing.

The Ethics Chair shall review the matter, provide opportunity for response, and submit a written recommendation to the Board.

The Board may take appropriate action, including removal from office or removal from membership by two-thirds (2/3) vote of the seated Directors.

ARTICLE XI. FINANCIAL AND LIABILITY PROTECTIONS

Section 1. Certified Public Accountant

The organization shall retain the services of a licensed Certified Public Accountant (CPA).

Oversight of this engagement shall rest with the Board of Directors.

Section 2. Directors and Officers Insurance

The organization shall maintain Directors and Officers (D&O) liability insurance coverage.

Oversight of this coverage shall rest with the Board of Directors.

ARTICLE XII. AMENDMENTS

These Bylaws may be amended in accordance with Article VIII by a two-thirds (2/3) vote of the Active and Lifetime members in good standing who cast a vote.

PROFESSIONAL PHOTOGRAPHERS OF OHIO POLICIES & PROCEDURES

ARTICLE I. GOVERNANCE FRAMEWORK

These Policies & Procedures are adopted pursuant to the Bylaws and may not conflict with them.

These Policies may be amended by majority vote of the Board of Directors.

ARTICLE II. BOARD OPERATIONS

The Board shall meet regularly as needed, but not fewer than four (4) times per year.

One meeting annually shall be held in person.

Directors shall attend at least three (3) of the four (4) required meetings per year.

Electronic participation and electronic voting are permitted.

ARTICLE III. OFFICER OPERATIONS

Officers shall perform duties assigned in the Bylaws and support execution of Board decisions.

President

Presides at meetings, executes authorized documents, and serves as liaison to the membership.

Secretary

Maintains minutes and official records and ensures required notices are distributed.

Treasurer

Oversees financial records, provides regular reports to the Board, and coordinates with the CPA.

ARTICLE IV. FINANCIAL MANAGEMENT

Financial planning may be event-based or project-based.

The Board shall review projected revenues and expenses for major activities prior to commitment.

Expenditures not previously reviewed shall require Board approval.

The Board shall determine authorized access to financial accounts.

All expenditures shall be documented and recorded.

ARTICLE V. MEMBERSHIP ADMINISTRATION

A member is in good standing when dues are current and the member is not suspended or removed.

Membership renews on the anniversary date of enrollment.

Members receive renewal notices approximately fourteen (14) days, seven (7) days, and on the renewal date.

If unpaid:

• A warning notice shall be issued approximately seven (7) days after renewal.

• Fourteen (14) days after renewal, the membership shall be considered lapsed.

Voting eligibility is determined at the close of voting.

ARTICLE VI. COMMITTEES

Section 1. Event Committee

The organization shall maintain an Event Committee.

The Event Committee operates under the oversight of the Board and shall report regularly to the Board.

Section 2. Additional Committees

The Board may establish additional standing or ad hoc committees as needed.

Committees do not possess independent decision-making authority unless expressly granted by the Board.

ARTICLE VII. ETHICS & CONDUCT

The organization maintains a separate Code of Conduct.

Alleged violations shall be handled in accordance with the Bylaws.

Proceedings shall be treated as confidential to the extent reasonably possible.

ARTICLE VIII. AMENDMENTS TO POLICIES

These Policies may be amended by majority vote of the Board of Directors.

The Bylaws shall control in the event of conflict.

The Board conducted a full review to ensure our governing documents:

• Reflect how PPO actually operates today

• Align the Bylaws and Policies with one another

• Remove outdated language

• Clarify voting and board procedures

• Strengthen financial and liability protections

This is a modernization and alignment effort — not a shift in mission or direction.

Key updates include:

• Clarified board structure and director eligibility (Ohio residency or Ohio-based business)

• Directors serve three-year terms (consistent with past structure)

• Modernized electronic voting procedures

• Formal requirement to retain a CPA

• Formal requirement to maintain Directors & Officers insurance

• Streamlined committee structure

• Clearer ethics review process

A full summary of changes is available above.

• PPO’s mission and purpose

• Member voting rights

• The structure of our events

• Ethical expectations

• Board quorum requirements

The documents were updated as a coordinated package to ensure alignment and consistency. Voting on them together avoids conflicting outcomes and ensures clarity moving forward.

No. The full text of both documents is available directly on this page. Downloadable PDF versions are provided for convenience.

Active and Lifetime members in good standing at the close of voting are eligible to vote.

Good standing is determined based on membership status at the time voting closes.

If the revisions do not receive the required two-thirds approval, the current 2016 governing documents will remain in effect, and the Board will review next steps.

If approved by the membership, the revised Bylaws and Policies will take effect immediately upon certification of the vote unless otherwise stated.

The updates were developed through a working group and reviewed by the Board to ensure accuracy, clarity, and alignment with current operations.

Yes. Members may submit questions to the Board at staff@ppofohio.org, and responses may be added to this FAQ if helpful to the membership.