PREAMBLE
CODE OF CONDUCT
We the members of the PROFESSIONAL PHOTOGRAPHERS OF LOUISIANA, INC., by joining in association be hereby subscribe without reservation to the following Code of Conduct, approved by Professional Photographers of America, Inc., and the Trade Practice Rules (as amended) for the Portrait Photographic Industry as promulgated by the Federal Trade Commission, and in consideration of mutual covenants do solemnly agree and pledge to each other that:
1. We will endeavor to enhance and ennoble the status of the photographic profession by maintaining a dignity of manner in our behavior in the presentation of our photography and photographic services, in the appearances of our studio or place of business, and in all other form of public contact.
2. We will observe the highest standard of honesty in all our transactions, avoiding the use of false titles, confusing or inaccurate technical terms or descriptions, and misleading terms or claims.
3. We will at all times endeavor to produce only those types of photographs and photographic services that will enhance the prestige of the profession; to apply our best efforts in behalf of the public; and to play our part in raising the general standard of photographic craftsmanship.
4. We will show a friendly spirit of cooperation with our fellow professional photographers and assist them whenever possible should they be in trouble or difficulty.
5. We will at all times avoid the use of unfair competitive practices.
6. We will assist and give our knowledge to the members of our profession, and will encourage them individually and collectively, so that the quality of photography may constantly be raised to higher standards.
7. We, as a member of this association, will not enter into any agreement of any nature whatsoever, the object of which is to restrain trade, limit production or competition, regulate prices, distribute business, or perform any act that is contrary to law.
8. We, as members of this association, shall be at liberty at all times to conduct business as we see fit, providing that in doing so we do not violate the provisions of this Code of Conduct.
9. In all matters realting to the interpretation of this Code, or any amendments thereto, we will recognize the authority of the Professional Photographers of Louisiana, Inc.
ARTICLE I
A – MEMBERSHIP
There shall be ten classes of membership as follows:
Active, Life, Honorary Life, Associate, Sustaining, Non-Resident, Life, Senior, Student, Limited Associated, Limited Affiliate. The respective qualifications and privileges of each class of membership shall be as stipulated in the Articles of Incorporation and these By-Laws.
a) Active Membership – see Articles of Incorporation, Article IX (a). To be Active, at least 50% of a members income must be derived from professional photography.
b) Honorary Life Membership – see Articles of Incorporation, Article IX (b). Honorary Life members do not pay dues or convention fees.
c) Associate Memberships – see Articles of Incorporation, Article IX (c).
d) Sustaining Membership – see Articles of Incorporation, Article IX (d).
e) Non-Resident Membership – see Articles of Incorporation, Article IX (e).
f) Life Membership – Life membership may be extended to all Past Presidents of this Association. Life Members shall enjoy all the privileges of Active Membership. They shall pay membership dues only if they wish to run for office, such dues must be paid prior to balloting, and shall be paid each year while serving if elected. (Only past presidents before 1997 are eligible).
g) Senior Membership – The Board of Directors, upon receipt of an affidavit, may bestow Senior Membership and relief from payment of dues and registration fees on members retired from the active business of photography who have been dues-paying members for 25 years. In the event of forced retirement due to illness or inability to work the board may waive the 25 year requirement.
h) Student Membership – Student membership shall be limited to individuals residing in the State of Louisiana who are currently enrolled in an institution of higher learning, pursuing either a major or minor in the field(s) of communications, art and/or photography. Student 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 by-laws or rules as adopted by the Board of Directors.
I) Limited Associate Membership – For Louisiana residents under the age of 18 aspiring to become professional photographers and working under the guidance of an Active Member. A Limited Associate Member shall have no voting rights nor right to hold office, but may attend regular meetings. These members may also enter prints in specially designated categories of print competition as approved by the Board of Directors.
j) A Limited Affiliate shall be an individual who does not own a studio and whose main source of income is not derived from photography, but is active in photography to some extent and has all appropriate state, parish and city license. He may attend public functions of the association such as conventions, seminars, and social events, but can not enter print competition unitl the fourth year of his Limited Affiliate ship. Affiliates can not use the name of the association or its seal in any way, shape, or form; particularly in any promotions or advertising. Such use of the association’s name or seal will automatically terminate his affiliation in the association.
k) Aspiring Membership – The Aspiring member category is open to individuals who are aspiring to pursue the business of professional photography as a career. This category of membership does not require the presentation of a business license. Membership as an aspiring member is limited to a period of two years, after which time the member must upgrade to Active or Limited Affiliate membership, the Aspiring member must show proof of possession of all licenses required to operate a legal business within the State of Louisiana. An Aspiring member may attend public functions of the association such as conventions, seminars and social events. Aspiring members are invited to participate in the PPLA annual print judging for scoring and educational purposes but is not eligible for any awards. Aspiring members cannot use the association’s name or seal in any way, shape, or form; particularly in any promotions or advertising. Any such use of the association’s name or seal will automatically terminate their membership in the association. Aspiring members are eligible to work on committees and towards the achievement of their state service degree, however, print competition scores earned during the period of Aspiring membership are not applicable towards the Fellowship program. Aspiring members may not hold office and have no voting rights.
B – CODE OF CONDUCT
The Board of Directors may require, as a condition of membership, all members sign and subscribe to a “Code of Ethics”, the wording and form of such document to be prescribed by the Board.
ARTICLE II
DISTRICTS
The State shall be divided into four Districts by Parishes. The Districts shall be as follows:
District 1: Parishes of Caddo, Bossier, Claiborne, Bienville, Red River and DeSota, Union, Morehouse, W. Carroll, E. Carroll, Madison, Tensas, Franklin, Richland, Caldwell, Quachita, Jackson, Webster and Linclon.
District 2: Parishes of Sabine, Natchitoches, Winn, LaSalle, Catahoula, Concordia, Avoyelles, Rapides, Grant, Vernon and St. Landry, Beauregarde, Allen, Evangeline, Acadia, Jefferson Davis, Calcasieu, Cameron, Vermillion, Lafayette, St. Martin, Iberia, St. Mary, Assumption, St. James, St. John the Baptist, St. Charles, Lafourche and Terrebone.
District 3: Parishes of Pointe Coupee, W. Feliciana, E. Feliciana, St. Helena, Tangipahoa, Washington, St. Tammany, Livingston, Ascension, E. Baton Rouge, W. Baton Rouge and Iberville.
District 4: Parishes of Jefferson, Orleans, St. Bernard, and Plaquemines.
ARTICLE III
DIRECTORS
Directors of the Association, two from each district, shall be elected by majority vote by the most current means of electronic communication or email from among Active members of the Association as provided below. Directors shall serve two year terms.
The two Directors in each District shall be elected in alternating calendar years. One Director to be elected in odd numbered calendar years, while the other to be elected in even numbered calendar years. Candidates for Director shall be either active members who have been active members for at least two years, or Honorary Life members as defined in Article IX(b) of the Articles of Incorporation.
The form of the ballot shall be determined by the Board of Directors. The Executive Director shall conduct the election. Any member wishing to see the ballots has until 15 days following the election to do so.
ARTICLE IV
BOARD OF DIRECTORS
There shall be a Board of Directors which shall be the governing body of the Association, composed of all Officers and Directors as outlined in subsequent sections.
A Sustaining Member may serve as an Advisor to the Board. The Sustaining Member Advisor shall be elected by the Sustaining Members for a two year term in even numbered calendar years. This Advisor shall serve as a liason between the Sustaining Membership and the Association, and shall be invited to attend meetings of the Board of Directors, either in person, or by electronic communication.
The property, affairs and business of the Corporation shall be vested in the Board of Directors. They shall have authority to engage assistanc; determine compensation; admit, suspend or expel members; and to do those things necessary and desirable to conduct the business of the Corporation.
Officers of the Association shall be elected by the Board of Directors as directed in the Articles and Bylaws.
The Board of Directors may meet once during the Spring and twice during the Fall. Special meetings may be called by the President or by any three Board members pursuant to formal notice, including agenda, mailed to each director not less than ten days prior to the special meeting.
A Director, failing to attend three consecutive meetings, without justifiable reason, shall be considered as having resigned from the Board of Directors.
A simple majority of the Board of Directors shall constitute a quorum. The Board, by a two-third majority vote at any regular or called meeting where a quorum is present, may enact, revise, amend or rescind and resolution it deems necessary for the orderly direction and conduct of the Corporation’s business. Such resolutions shall have the force of law in corporate operation.
An Advisory Council Representative shall be elected by the Past Presidents Advisory Council by mail or electronic mail ballot annually as specified by these By-Laws, and installed as a full voting member of the Board of Directors during the annual convention. The Past Presidents Advisory Council shall be composed of all living PPLA Past Presidents.
ARTICLE V
THE EXECUTIVE COMMITTEE
The Executive Committee shall be composed of the President, the Vice-President, the Secretary and the Immediate Past President.
The Executive Committee shall be chaired by the President; and in his absence, by the Vice-President. A quorum shall be three members. All members shall have one vote and no proxy votes shall be allowed.
The Secretary shall act as the Secretary to the Executive Committee and shall keep all official meeting minutes. The Executive Committee shall be called to meeting by the President; or shall be called to meeting when three or more Executive Committee members jointly petition in writing to the President for a called meeting.
The Executive Committee shall be empowered and responsible to administer the routine business matters and affairs of the Corporation, and to implement the policies and resolutions adopted by the Board of Directors. The Executive Committee may present any proposal or recommendations to the Board of Directors it deems appropriate.
The Executive Committee shall have the authority to appoint or contract such personnel as it may deem necessary or expedient for the operation of the Corporation, on a temporary contract, part-time contract, of full-time contract basis. Such personnel shall have such title, duties and compensation as may be mutually agreed upon, and such retainment, excepting that of a strictly temporary nature, shall be subject to review and confirmation by the Board of Directors.
If an Executive director is retained, this person shall handle all financial matters of the corporation.
The Board of Directors shall designate those persons authorized to sign checks for the Corporation.
The Association shall be governed by an Annual Budget.
The Executive Director shall have the authority to make binding contracts, agreements and commitments regarding convention and seminar arrangements, including hotel facilities and programming, and to make financial commitments for same, which commitments or contracts may mature during their term of office.
The Executive Committee shall propose to the Board of Directors, for its approval, the amount of the Convention and/or Seminar registration fees.
The Executive Committee shall conduct and supervise election of Director as authorized under Article III of these bylaws.
All Actions taken by the Executive Committee shall be reported to and approved by the Board of Directors at its next regular meetings.
ARTICLE VI
OFFICERS
The elected officers of this Association shall be a President, a Vice-President, and a Secretary. They shall be elected as provided in the Articles of Incorporation and By-Laws or as provided by amendments. The Officers shall be members of the Board of Directors with full voting rights.
Election of officers shall take place at the Spring meeting of the current board and shall be elected by the current board during the Spring meeting. The new officers, designated ‘President-elect’, ‘Vice-president-elect’, and ‘Secretary-elect’ shall take office at the second regular meeting of the convention or at the first regular meeting of the coming association year.
In case of death, resignation or the inability to fulfill an elected office or directorship and upon the recommendation of the President, the Executive Committee shall have the authority to fill such vacancy as it deems necessary to enable this Association to function until the next annual election.
The duties of the President shall be: to preside at all meetings of the Board and all general business meetings of the Association; to designate the time and place for special meetings of the Board to direct the activities of the Association in a manner prescribed by the Board; to review all bills and accounts presented for payment; to act as member ex-officio or all committees; and to perform the duties generally imposed upon a like officer of similar associations.
The Vice-President shall perform the duties of the President during the President’s absence or inability to serve, and in case of vacancy in the office of President caused by death or resignation, the Vice-President shall succeed to the office of President for the unexpired term.
The Secretary shall perform all duties customarily the responsibility of such office. He shall keep a record of all proceedings, including the minutes of all meetings of the Board of Directors and Executive Committee and shall furnish a copy of such records to all Officers. He shall be responsible for registration at all seminars and conventions.
The Secretary shall succeed to the office of President in case of a vacancy caused by death or resignation of the President and Vice-President and in such event will fill out the unexpired term.
ARTICLE VII
ANNUAL MEETING, CONVENTIONS AND SEMINARS
The Association shall meet in Annual Conference at least once each year, such time and place to be selected by the Board of Directors. Additional meetings may also be held as directed by the Board of Directors. Written notice of such meetings shall be sent to each member of the Association at least 30 days prior to the meeting. The attendance at any annual meeting shall constitute a quorum.
Special meetings of the Association may be called by the Board of Directors or the President. Notice of any special meeting shall be given ten days in advance with a statement of the time, place and specific purpose of the meeting. Twenty-five percent of the active membership at any special meeting shall constitute a quorum.
ARTICLE VIII
DUES
The Board of Directors shall have the authority to establish the amount and maner or payment of annual dues of all classes of membership.
Honorary Life, Senior Members and their spouses, as individuals, shall not be required to pay dues or convention registration fees, but other members of their business organizations shall continue to pay dues as their classification requires.
Life Members (Past Presidents) as individuals shall not be required to pay membership dues, but shall pay convention and/or seminar fees. Other members of their business shall continue to pay dues and fees as their classification requires.
Annual dues shall be payable in advance for a period of 12 months, due date and effective date to be set by the Executive Committee. Any member failing to remit his dues within three months after they have become due and payable shall be removed from the active membership list.
ARTICLE IX
COMMITTEES
Any committees shall be appointed by the President as the Board of Directors deems necessary to carry on the work of the Association. The President shall be ex-officio member of all committees. The Board of Directors, shall appoint delegates to affiliate organizations.
ARTICLE X
PENALTIES AND SUSPENSIONS
The Board of Directors shall have the power to impose penalties by way of expulsion from the Association, or suspension of membership therein for any cause or action detrimental to the best interest of the photographic profession or the Association. Such suspension or expulsion shall be by two-thirds vote of the membership of the Board of Directors, provided a statement of the charges shall have been mailed by registered mail to the last recorded address of the member against whom action is to be taken, at least fifteen days prior to the meeting at which suspensions or expulsion is to be considered. Such notice is to include the time and place of the meeting of the Board of Directors when the charges are to be presented and the member shall have the opportunity to appear before the Board of Directors to present any defense to such charges before action is taken.
ARTICLE XI
SEAL
The Corporation shall have a seal of such design as the Board of Directors may adopt.
ARTICLE XII
PARLIAMENTARY AUTHORITY
In all matters of parliamentary procedure not otherwise directed in these Articles, the latest edition of “Robert’s Rules of Order” shall apply.
ARTICLE XIII
OTHER PROVISIONS
This Association shall be affiliated with the Professional Photographers of America, Inc., and with the Southwestern Photographers Association, Inc., and shall lend full support to each, and shall encourage attendance at the biannual convention of the SWPA and the Annual Convention of the PP of A., Inc., in every way possible; and authorize representation to the SWPA Board of Directors as provided in the joint agreements, and submit nominations for the National Council as prescribed.
ARTICLE XIV
AMENDMENTS
Amendments to the By-laws of this Corporation may be proposed by submitting in writing to the President and/or Executive Committee not less than 60 days prior to any meeting of the Board of Directors. Upon review by the Board, the proposed amendment, with or without recommendation, shall be submitted to the Active Membership for consideration at least 30 days prior to balloting.
Proposed amendments may be adapted by a two-thirds majority vote of active members present at any general membership meeting of the Corporation; or by a two-thirds majority of the returned ballots when taken by the most current means of electronic communication or email. Whenever the most current means of electronic communication or email vote is taken to amend this Constitution, ballots are required to be returned, and a copy of the entire amendment shall be included with the electronic communication or email ballot.
Written hard copies of all official communication done by electronic means shall be kept as part of official records official records of the association maintained by the Executive Director.
(Revised and approved 2010, Marksville, LA)