Constitution and Bylaws

Adopted June 20, 2017

Revised __________

 

Article I – NAME

The name of the organization will be Maryland Photography Alliance (“Alliance”).

Article II – MISSION STATEMENT

The Maryland Photography Alliance promotes collaboration, cooperation, and sharing resources among member clubs. Through a strong alliance, members will have greater access to enrichment opportunities.

Article III – MEMBERSHIP

Section 1 – New membership requests from clubs may be approved by a majority vote of the then current members of the Alliance present at the meeting.

Section 2 – At the discretion of a majority vote of the then current members of the Alliance present at the meeting, membership may be revoked at any time and for any reason, including if, in the reasonable judgment of the Alliance, a member has acted in a manner contrary to the best interests or safety of the Alliance or other members, or if a member’s account has a balance past due.

Section 3 – Small clubs (“Associate Members”), clubs without regular meeting locations or that don't charge dues, may join at a reduced dues rate, but will have no voting rights until they have paid the equivalent of the full annual dues for the fiscal year.

Article IV – BOARD OF DIRECTORS

Section 1 – All member clubs of the Alliance will assign two individuals to represent their clubs. One member, designated as Primary, will serve as a member (“Director”) of the Board of Directors and must be a member of the Board of his or her club (or an equivalent structure in the club’s organization, such as Principle); this member will have voting rights in the Alliance. The second designated person will be Backup and will stand in for the Primary and carry out such responsibilities as the Primary as required. A Director, no matter how many different functions he or she may serve at a given time, will have only one vote in any given situation.

Section 2 – The Board of Directors (“The Board”), will have the following responsibilities.

A.      The Board will have the authority to fill vacant positions of Officers and Executive Council, except that the Vice President will succeed the President in the event of a vacancy in that office.

B.      The Board will supervise the affairs of the Alliance, coordinate the activities of the various committees, and approve the expenditure of Alliance funds.

C.      The Board will decide the day and hour of its meetings. Regular Board meetings will be scheduled in advance, with at least two (2) weeks’ notification to Board members.

D.     The President, or a minimum of thirty (30) percent of Board members may call a special meeting of the Board with at least one (1) weeks’ notification to Board members.

E.      All Board meetings will be open to any member from all member clubs. These attendees may speak before the Board at designated times specified on the meeting agenda, but will not have a vote in the Alliance’s business.

F.       Minutes of Board meetings will be recorded by the Secretary, or a member of the Alliance designated as an alternate. The Secretary will distribute a draft version of the Minutes to Board members no less than two (2) weeks prior to the next Board meeting. Any proposed changes by Board members will be sent to the Secretary no less than one (1) week before the next Board Meeting; the Secretary will update and resend the Minutes, which will be voted on at the next meeting of the Board. A majority vote is required for the Minutes to become an official record of the Alliance.

G.     The Board may adopt such rules and regulations for its activities, as are necessary, as long as they are not contrary to this Constitution and Bylaws.

Article V – OFFICERS

Section 1 – The Officers of the Alliance will be:

A.      President – will be the presiding officer at official Alliance meetings and direct the affairs of the Alliance.

B.      Vice-President – will stand in for the President, as required, and carry out such responsibilities as assigned by the President.

C.      Secretary – will record the Minutes of Board meetings and process Alliance correspondence as required by the President or Vice President.

D.     Treasurer – will maintain the financial records of the Alliance, chair the Finance Committee, and maintain the master records of paid-up Alliance Members.

Section 2 – The Officers are elected by a majority of the then current members of the Alliance present at the meeting.

Article VI – EXECUTIVE COUNCIL

Section 1 – The Executive Council will consist of five (5) persons – four (4) Officers and one (1) additional person who will be the past president, or someone voted in by the Board to fill the position if the past president cannot serve.

Section 2 – Three (3) Executive Council members – the President, Vice President, and Treasurer – will serve two (2) year terms. The remaining Executive Council members will serve one (1) year terms. In the event of an Executive Council member vacancy, a successor member will be elected by a majority of the then current members of the Alliance present at the meeting and will serve out the remainder of the vacated term.

Section 3 – If a matter arises that requires a decision, before the Board can be assembled for a meeting, the President will poll the members of the Executive Council and act in accordance with the majority vote of the Executive Council. The President will make an effort to contact all members of the Executive Council; however, if some are not available, the vote of no fewer than three (3) Executive Council members will be required. Any decisions made, and a record of the vote, will be reported at the next meeting of the Board.

Section 4 – A majority of the Board may reverse an Executive Council decision.

Article VII – BOARD OF DIRECTORS MEETING

Section 1 – The Board of Directors will meet monthly. Exceptions may be made as determined by a majority of the Executive Council.

Section 2 – Voting procedures require a motion, which the secretary or designate records and repeats aloud, a second to the motion, and a majority vote. The process is recorded in the minutes.

Article VIII – QUORUM

A quorum, for all regular meetings of the Board of Directors, will be fifty (50) percent of the then current number of voting members, three of whom must be members of the Executive Council.

Article IX – FISCAL YEAR

The fiscal year of the Alliance will begin September 1 and extend through the following August 31.

Article X – OPERATING YEAR

The operating year of the Alliance will begin September 1 and extend through the following May 31.

Article XI – DUES AND ASSESSMENTS

Section 1 – Membership Dues will be established by the Board of Directors. Dues will be due and payable by the first regular Board of Directors meeting of each fiscal year.

Section 2 – Any change in dues will become effective at the beginning of the fiscal year following the Board action to effect a change. Final action will not be taken by the Board, except at a Board meeting for which voting Board members have had at least thirty (30) days’ notice.

Section 3 – Members who have not paid their dues by October 1 of the current fiscal year will be reverted to Associate membership level and not allowed to vote. Such members may be reinstated upon full payment of current fiscal year dues.

Section 4 – Special assessments must be approved by seventy-five (75) percent of the voting members.

Section 5 – A member club will become fully vested in the Alliance and will no longer have to pay annual dues when such club has paid dues for five (5) consecutive years.

 

Article XII – COMMITTEES

Section 1 – A committee chair may be any member of any participating club. Chairs are responsible to attend board meetings and report to the board activities of the committee. Committee membership is open to anyone from the participating clubs.

Section 2 – Special Committees: The President may establish Special Committees as required. Special committees will continue to function until the service for which they were appointed is completed, or until discharged by the President. Term of service for appointments to committees will not extend beyond the close of the fiscal year in which the committee was appointed.

Section 3 – Nominations and Elections Committee: The President may establish the Nominations and Elections Committee, and may dissolve it when the service for which they were appointed is completed. This committee will present a slate of candidates for Officers and the at a regular Alliance meeting in April. Following presentation of the slate, the committee will solicit and accept nominations from the floor. Each candidate being considered must state a willingness to serve. The committee will conduct elections during the May Board meeting.

Section 4 – Standing Committees: The President, may, when necessary, establish the following committees and appoint their respective chairpersons. A majority of the is required to confirm the appointment. The tenure of these committees will coincide with the Alliance’s fiscal year.

A.      Finance Committee: The Treasurer will be Chairperson. Other members will include one other member, and at least one other Board member.

a.      This committee will prepare a proposed budget to be submitted to the President prior to the first regular Alliance meeting of the fiscal year.

b.      This committee will perform an audit of the Treasurer’s books of accounts when requested to do so by the Executive Council, and to present it for approval to the President.

c.       It will be the duty of the Finance committee to oversee all expenditures, making certain that such expenditures do not exceed budget allocations. No budget allocation will be exceeded without approval of the Board.

d.      The outgoing treasurer must transfer all records to the incoming treasurer.

e.      The treasurer may make up to $50 purchases, and authorize any club member to make up to $50 purchases, without approval.

B.      Competition Committee: The Chairperson will appoint members to the committee. This committee will be responsible for:

a.      Conducting all intra-Alliance competitions.

b.      Maintaining records of all intra Alliance competitions, including a list of entrants, entries, awards, and scoring.

c.       Determining eligibility of entries, collecting fees, and briefing judges on Alliance competition and judging criteria.

d.      Forwarding the results of all competitions to Board members.

C.      Exhibits Committee: The Chairperson will appoint members to the committee. This committee will make arrangements and be responsible for Alliance exhibits.

D.     Resources Committee: The Chairperson will appoint members to the committee. This committee will make, create, collect, and maintain resources which can be shared with all Alliance members.

E.      Public Relations: The Chairperson will appoint members to the committee. This committee will be responsible for media relations, and maintaining electronic communication mediums such as the Alliance web site and social media.

F.       Events Committee: The Chairperson will appoint members to the committee. This committee will be responsible for the annual Seminar and other events as approved by the Board.

Article XIII – INSTALLATION OF OFFICERS

Officers will be installed at the last Alliance meeting of the Fiscal Operating Year, and will assume office on June 1.

Article XIV – AFFILIATION

The Alliance may affiliate with such photographic, artistic, recreational, or educational organizations as the Board may deem beneficial to the Alliance.

Article XV – AMENDMENTS

Section 1 – This Constitution and Bylaws may be amended by a seventy-five (75) percent vote of the Board.

Section 2 – Amendments may be proposed by any Alliance Board member.

Section 3 – Amendments require 28 days’ notice in writing, and the proposed amendment may not be voted on sooner than the next regular Alliance meeting.

Article XVI – INCORPORATION

At the discretion of the Board, the Alliance may become an incorporated business or non-profit entity

Article XVII – DISTRIBUTION OF ASSETS

No part of retained earnings of the Alliance will be distributed to Alliance members, or member clubs, unless seventy-five (75) percent of the then current members of the Alliance present at the meeting choose to do so.

Article XVIII – EFFECTIVE DATE

This Constitution and Bylaws of the Maryland Photography Alliance, as set forth in the preceding Articles I through XVII, supersede and entirely replace all prior versions and amendments thereof. The effective date of this Constitution and Bylaws will be June 20, 2017.