United States of America State of Louisiana
Parish of Orleans
Articles of Incorporation
Of
Professional Photographers of Louisiana, Inc.
BE IT KNOWN, that on this 27th day of January, in the year of our Lord One Thousand Nine Hundred Sixty, and of the independence of the United States of America the One Hundred and Eighty-Fourth,
BEFORE ME, W. M. STEPHENSON, a Notary Public, duly commissioned and qualified, in and for the Parish of Orleans, State of Louisiana, therein residing, and in the presence of the witnesses hereinafter named and undersigned:
PERSONALLY CAME AND APPEARED the several persons whose names are hereunto subscribed, and severally declared unto me, a Notary, in the presence of the undersigned competent witnesses, residing in the parish and state aftersaid, that availing themselves of the provisions of R.S. 12:101-151 to 71, they have united to form and they do by these presents form and organize themselves, as well as all such other persons who may hereafter join or become associated with them or their successors and assigns, into a corporation in pursuance of said law for the objects and purposes and under the covenants, stipulations and agreements and in accordance with the following Articles of Incorporation, to-wit:
ARTICLE I
The name and title of this Corporation shall be: PROFESSIONAL PHOTOGRAPHERS OF LOUISIANA, INC.
ARTICLE II
The registered office and domicile of this Corporation shall, until other designation be made, be located at 807 Hibernia Building, New Orleans, Louisiana.
ARTICLE III
All legal processes or other notices or demands required or permitted to be made on this Corporation may, until other designation be made, be served on either of the following named parties who are hereby designated as the registered agents of this Corporation, for such service of process:
Eugene D. Brierre, 807 Hibernia Building, New Orleans, Louisiana
W. M. Stephenson, 807 Hibernia Building, New Orleans, Louisiana
ARTICLE IV
This Corporation shall exist and continue, and shall have and enjoy corporate existence and succession, for a period of Ninety-Nine years from and after the date of this Act, during which time, it generally, shall possess all the powers, rights, privileges, capacities, and immunities which non-profit corporations are authorized, and may hereafter be authorized, to possess under the Constitution and Laws of this state, and particularly under Title 12, Section 101 et seq., Louisiana Revised Statutes.
ARTICLE V
This Corporation is organized, and it shall be operated, exclusively of the following objects and purposes:
1. To constitute and function as a society dedicated to scientific learning, research, and instruction in connection with the art and science and profession of photography, and to the advancement of such art, science and profession.
2. To create, foster, promote, and maintain the professionalism, civic and social relations, the interchange of thought and opinions and the mutual cooperation by and among its members and affiliated organizations.
3. To encourage the integrity and dignity of behavior, improvement of craftsmanship, service, and public relations, and the maintenance of the higher standards of skill and professional ethics and conduct by its members and the photographic profession.
4. To discourage and oppose unfair and unethical practices in the photographic profession and to protect the rights and interests of the general public.
5. To cooperate with any and all persons and organizations striving to accomplish the purposes and objectives similar to those of this corporation and with all governmental agencies, departments or authorities having to do with the art, science, and profession of photography.
ARTICLE VI
This corporation is a non-profit corporation as defined in Section 101, subsection 8 of Title 12 of the Revised Statutes aforesaid. No part of the net earnings or other assets of this corporation shall immune to the benefit of any private member or individual; and this corporation shall have the power to do any and all things advisable, desirable, or necessary, in the interest of the said profession, which power shall include the power to secure the enactment and enforcement of proper laws for the protection and regulation of the practice of said profession.
ARTICLE VII
The officers of this corporation shall consist of a President, Vice President, and Secretary-Treasurer, and such other officers as the bylaws made from time to time may prescribe, all such officers to be members of the Board of Directors. The officers are to be elected annually at the annual meeting of the Board of Directors and shall serve for one year, or until their successors are duly elected and installed. Failure to elect officers within the prescribed period, shall not dissolve this corporation not impair its corporate existence or management, but the officers then in office shall remain in office until their successors shall have been duly elected and qualified.
ARTICLE VIII
The corporate powers and management of this corporation shall be vested in a Board of Directors consisting of not less than five (5) nor not more than twenty-five (25) members, all of whom must be active or honorary life members, the exact number to be as from time to time provided in the bylaws. In the absence of any contrary provision in the bylaws, the number of directors shall be ten (10). One half of the total number of directors shall be elected annually, and installed at the annual meeting of the corporation, and the term of each director as elected shall be for two years. The bylaws may contain provisions authorizing the Board of Directors to fill vacancies created by death, resignation, or incapacity of a director or officer and may contain further provisions not inconsistent herewith, with respect to the election and appointment of directors and officers. Such bylaws may also provide for the duties and powers of the respective officers . The Corporation may have such committees of its members as may be prescribed by the bylaws or created by the Board of Directors, and each committee shall have such duties and responsibilities as shall be prescribed by such bylaws or by the action of the Board of Directors creating the committee.
Failure to elect directors annually shall not dissolve this corporation not impair its corporate existence or management, but the directors then in office shall remain in office until their successors shall have been duly elected and installed. A majority of the Board of Directors shall constitute a quorum for the election of officers and all other businesses or purpose not otherwise provided herein. In the absence of the president, the vice president may preside, otherwise the members present may choose a chairman for the meeting.
If a quorum is not present at a duly assembled meeting, a majority of those present may adjoin the meeting from time to time, but may not transmit any other business until a quorum is secured. A quorum being present, the affirmative vote of a majority of the directors present shall be necessary to decide any question.
Special meetings of the members of this corporation may be called at such times and places as determined by the Board of Directors or by the President. Meetings of the Board of Directors may be held outside of the State of Louisiana.
ARTICLE IX
This corporation is to be organized on a non-stock basis. There shall be five classes of membership: Active Life, Honorary Life, Associate, Sustaining, and Non-Resident. The respective qualifications and privileges of such classes of membership shall be as follows:
(a) Active Membership shall be limited to individual residents of the State of Louisiana who are actively engaged in the profession of portrait or commercial photography, including movies, either as studio owners, persons owning their own business (individual or in partnership with others), managerial employees of industrial firms, managerial employees of partnerships or individuals, engaged in photography, instructors in photography employed in educational institutions or conducting recognized photographic schools, managerial employees of newspapers, news syndicates, magazine departments, photographic journals, etc., and division or section chiefs in any Federal, State or Local Government photographic department or bureau. Active members shall have the right to hold office in the corporation and to vote in its meetings and with respect to its affairs. All active members shall have equal voting rights.
(b) Honorary Life Members shall be limited to such individuals, residents of the State of Louisiana, who the Board of Directors shall determine have performed outstanding service to photography in general and to Professional Photographers of Louisiana, Inc., in particular and who are elected to such membership by the Board of Directors.
( c) Associate Membership shall be limited to individual residents of the State of Louisiana who are employed by corporations, partnerships or individuals engaged in the profession of portraits of commercial photography (including movies) and who are not managerial employees of or corporation officers; to wives of active members, to students of photography, and such other individuals whose business or profession is, in the judgment of the Board of Directors, related to the art, science or profession of photography, and who do not qualify for any other class of membership. Associate members shall have no voting rights or right to hold office, but may be permitted to participate in the proceedings and activities of the corporation to such extent as may from time to time be permitted by the bylaws or rules adopted by the Board of Directors.
(d) Sustaining Membership shall be limited to individuals, partnerships, or corporations engaged in manufacturing, importing, distributing, wholesaling of photographic equipment, apparatus, materials, supplies, services, and accessories, publishers of photographic magazines, and to trade associations whose activities pertain to the photographic industry. Neither Sustaining Members nor their representatives shall have voting rights or rights to hold office, but they or their representatives may be permitted to participate in the proceedings and activities of the corporation to such extent as may from time to time be permitted by the bylaws or rules adopted by the Board of Directors.
(e) Non-Resident Membership shall be limited to individuals who are actively engaged in the profession of photography outside of the State of Louisiana. Non-Resident Members shall have no voting rights, or the right to hold office, but they may be permitted to participate in the proceedings and activities of the corporation to such extent as may be from time to time permitted by the bylaws or rules adopted by the Board of Directors.
The bylaws may provide for additional classes of membership and membership of any class may be further limited by such qualifications and accorded such privileges., not in consistent herewith, as may be provided by the bylaws. Should the status of a member change to the extent that his membership classification becomes incorrect, his classification shall be changed, and if while a member the status of an individual changes so that he is no longer qualified for membership of any class, then his membership shall cease.
Memberships shall further be contingent upon the payment of such dues as may be established from time to time by the bylaws or under authority therein provided, and such dues shall be deemed to have been paid for in connection with such membership privileges only, and shall not serve to create any vested interest in the corporation or its property. Any member may be fined, suspended, dropped or expelled for non-payment of any sum due the corporation approved by the Board of Directors, in accordance with such regulations and procedures as may be provided in the bylaws or established in a manner authorized by such bylaws.
The members of this corporation shall consist of the undersigned incorporators, who shall become active members by the incorporation, and also those persons who shall be hereafter duly elected to membership in the manner prescribed in the bylaws. The method of admission to membership of persons other than the subscribers and incorporators, and the method of suspension of members and termination of membership shall be prescribed in the bylaws. The bylaws may provide also that in the event of uncertainty as to whether such applicant for membership, is entitled to active membership, or as to whether such applicant is entitled to active membership. Associate membership, sustaining membership, or to non-resident membership, the action of the Board of Directors in resolving such uncertainty shall be conclusive.
Members may resign by written resignation submitted to the Board of Directors, and such resignation shall be effective when accepted by the Board of Directors.
ARTICLE X
Membership dues, as paid in, as well as contribution made, from time to time, to this corporation, for its use in furthering of its object and purposes, may be used promptly in the discretion of the Board of Director, to carry out the objects and purposes of this corporation, or may be employed or invested so that the revenues therefrom may be used to carry out the objects and purposes of this corporation, provided, however, that said investments may be converted thereafter into cash, and the proceeds used, as required, to carry out the objects and purpose of this corporation.
ARTICLE XI
The names of the officers and Board of Directors, and the date of the expiration of their term of offices , are as follows:
John E. Kuhlman, Sr., President 1960 (term as director expires 1961)
David M. Hunt, Vice President 1960
Frank Lotz Miller, Secretary-Treasurer 1960
Bill Alexander, Director 1961
John C. Guillet, Jr., 1961
A. J. Rybiski, Jr., 1960
Mrs. Don D. White, Director 1960
N. R. DeGravelles, Director 1961
David Nelson, Director 1960
F. F. Randon, Jr. 1960
ARTICLE XII
The corporation shall have the power to acquire, purchase, hold, own, deal in and deal with, and to exercise all rights in respect of, call to lease, sell, or otherwise dispose of mortgage, pledge, or otherwise hypothestate, and to turn to account real property, and/or real estate. In connection with the purchase thereof, or exercise of this power, the corporation shall have the power to incur indebtedness for the purchase price of such real property and/or real estate, provided that authority to make such purchase of real property and/or real estate shall be granted by a two-thirds cote of the Board of Directors.
ARTICLE XIII
No member of this corporation shall ever be held liable or responsible for contracts, debts, or defaults of this corporation in any further sum than the unpaid dues, if any, owing by him or her to the organization, nor shall any more informality in in organization have the effect of rendering these Articles of Incorporation null or of exposing the members to any liability other that the above provided.
This done and passed, in my office at 807 Hibernia Building, New Orleans, Louisiana, on the day, month, and year first above written in the presence of John F. Toaley, Jr., and Eugene D. Brierre, competent witnesses, who hereunto sign their names, with m, Notary, and with the subscribers to these Articles of Incorporation, which by the act of signing by the undersigned incorporators, shall act as their election to membership in this corporation. This document signed after due reading of the whole.
Left lower side of original document
Witnesses:
John F. Tooley, Jr (Line unsigned)
Eugene D. Brierre (Line unsigned)
Notary Public (Line unsigned
Right lower side of original document
Original Signatures by:
D. D. White
John E. Kuhlman, Sr.
David M. Hunt
F. Miller
W. Alexander
John C. Guillet, Jr.
A. J. Rybiski Jr.
Mrs. Jo White
N. R. De Gravelles
Fulcran F. Randon, Jr.
Phyllis Moore
Lee Webb
R. William Long
Leon Trice
Hand written on lower left – bottom of last page
A TRUE COPY
W. M. Stephenson
N.P.
C.O.B. 1974 F.O. 139