PROFESSIONAL PHOTOGRAPHERS OF MICHIGAN CONSTITUTION
ARTICLE 1 NAME AND DEFINITION
(A) The name of the Association shall be The Professional Photographers of Michigan, Inc.
(B) Hereafter all reference to the Professional Photographers of Michigan shall be listed as PPM.
(C) Hereafter all reference to Professional Photographers shall include Silver and Electronic Imaging.
ARTICLE 2 PURPOSE
The purpose for which the Association was formed is:
(A) The Advancement of Photography in all its branches as an Art, Science and Profession.
(B) To improve the technical skill of the individual members.
(C) To recognize the attainment of professional ability.
(D) To devise better ways to serve the public through education of the values to be gained by their use of professional photographic services.
(E) To maintain a code of ethics for Professional Photographers.
(F) To be an advocate to the public of the value in the use of photography.
(G) To promote better professional and social relationships and communication among its members.
(H) To cooperate with government agencies and other groups having to do with the Art or Profession of Photography for the purpose of increasing technical skill and protecting the public from unfair, unethical trade practices.
ARTICLE 3 MEMBERSHIP
SECTION 1. Any Professional who subscribes to the Code of Ethics of the PPM and who is actively engaged in any phase of photographic business, and is 18 years of age or older, shall be eligible to become a member of the PPM. Such applicant is subject to the classifications herewith set forth and with the approval of the Board of Directors.
SECTION 2. Individual Membership shall include, but not be limited to, the following classes: ACTIVE, ALLIED, STUDENT, RETIRE, and HONORARY LIFE MEMBERS [HLM].
(1) Active Membership shall consist of persons engaged in the sale of photographic services to the public in accordance and compliance with the laws of the State of Michigan. Privileges shall include the right to vote, hold a position on the PPM Board, and be eligible to be granted life membership.
(2) Allied Membership: shall consist of persons who are owners, managers, salespersons or employees of stock houses, dealers, manufacturers or processors of photographic materials or supplies. Privileges shall include the right to vote, be eligible for Retired membership, and to be granted HLM.
(3) Retired Membership may be granted at the discretion of the board to any Active or Allied member of PPM who is 65 years or older, who has been a member of PPM for a minimum of 5 consecutive years may retain active membership in this organization at a reduced dues rate as established by the board. Privileges shall include the right to vote and be eligibility for HLM.
(4) Student members are persons with current student identification from any accredited post- secondary school. Student membership may be granted by the Board for no more than 2 years.
Student membership has no privilege to vote.
(5) HLM Membership: May be granted at the sole discretion of the board.
The granting of HLM membership shall relieve the person of payment of all dues, present and future. They shall be eligible to attend all PPM events where general meetings are held and shall receive all official PPM communications. HLM members do not receive the privilege to vote.
SECTION 3. No members of this association shall enter into any agreement, of any nature whatsoever, the object of which is to restrain trade, limit production, circumscribe competition, regulate prices, distribute business or perform any act which is contrary to law.
SECTION 4. All members of this association shall be at liberty, at all times and in every respect, to conduct business as they see fit, provided that in so doing they do not violate the Code of Ethics of the PPM and the laws of their State, Provence, or Municipality.
SECTION 5. The Board of Directors will evaluate and periodically review membership applications on the basis of position, nature of work and business practices.
SECTION 6. Any group of photographers from within the state having been organized for at least two (2) years, meeting regularly, recognized by the PP of A and subscribing to purposes compatible with the purposes and Code of Ethics of this corporation may, be accepted by the Board of Directors into affiliation with the PPM
(A) Each Affiliate must have an active membership of 15 or more members- fifty (50%) percent of which must be members of the PPM or be affiliated with the P.P.A.
(B) If a new affiliate group is formed and meets the criteria ( as set forth) for an affiliate group, a board member from the new affiliate group is to be added to the PPM Board of Directors at the start of the new term of the Board of Directors.
ARTICLE 4 BOARD OF DIRECTORS
SECTION 1. The Board of Directors of the Association shall consist of 10 members, each of which must have been an association member with three (3) years of continuous membership. The immediate Past President shall also serve on the Board with full voting rights.
SECTION 2. Each Affiliate shall nominate from its membership a representative to serve as a Board member of the PPM for a period of three (3) years. This person will not have to stand for election by the general membership. Such a representative shall be an active member and in good standing with the PPM. At the end of this persons term (unless this person has been slotted for the office of vice-president), the affiliate will be asked to nominate the same representative or a different person for the next three (3) year term. If the affiliate does not nominate a person the Board of Directors will open the position to a vote by the membership for a member at large.
Above and beyond the Affiliate Representatives, the remainder of the board will be elected by the membership for positions at large.
SECTION 3. The president shall appoint a Nominating Committee whose chairperson will be the immediate Past President. It will be their duty to present at the fall seminar at least one nominee for each vacancy, plus receive any nominations from the floor. No additional nominations may be made after this General Meeting.
An information sheet pertaining to the nominees together with a ballot and return envelope will be mailed to all voting members not later than 3 weeks prior to the Annual Convention. The ballots will then be returned directly to the PPM executive director with whom they will remain until opened by three members of the Board of Directors who will tabulate the ballots. The results of the election will be announced by the President at the Annual Convention.
ARTICLE 5 OFFICERS
SECTION 1. The board chairpersons will be appointed by the incoming president; they will assume office at the first meeting of the board following the State Convention. These assignments shall include, but not be limited to, the Treasurer. Assignments shall be for one year. Appointees shall serve until their successors have been elected and installed. The new board members position assignments must be made each year before the officers are elected.
SECTION 2. At the first meeting following the State Convention, the Board of Directors shall elect, from their own, a vice president who will assume office following the first Board of Directors meeting the following term. At this time this person will be vice president, and then assume the office of president elect and then president, and will not be required to run for office.
SECTION 3. The Board of Directors shall have the power to hire a paid executive director. The salary will be determined by the Board of Directors. The Board of Directors shall implement a contract of performance listing expected duties.
SECTION 4. The Board of Directors shall have the power to remove any member of the board for malfeasance or misfeasance of office by an affirmative vote of two-thirds of the board members.
The member removed shall have the right of appeal to the Board of Directors as a whole provided written notice of such appeal is filed with the Board within 30 days following notice of his/her removal from the board.
ARTICLE 5 OFFICERS
In the case of any disagreement which cannot be mutually resolved by the parties of this agreement, they agree that the matter shall be submitted to mediation and, if no resolution is reached in mediation, then to legally-binding arbitration. The parties agree that these methods shall be the sole remedy for any controversy or claim, and waive their right to file a lawsuit in any civil court, except to enforce a mediation agreement or an arbitration decision. The parties will each choose a mediator. Those two mediators will select a third person to sit in on the mediation. If arbitration is needed both parties will agree upon a single arbitration service and will follow the ACCS Rules of Procedure, unless they both agree on another mediator/arbitrator.
SECTION 5. Any board member who misses three (3) board meetings in one (1) Membership year during their term of office shall automatically cease to be a member of the Board of Directors.
In the event of a vacancy caused by death, resignation, removal or failure to appear at the meetings as provided above, the filling of the vacancy shall be by Presidential appointment, unless the vacancy is held by an affiliate representative. An at large board replacement appointment shall be made by the current PPM President and will run until the end of the replaced Board members elected term. If an Affiliate fails to appoint a replacement Board member that position will be appointed by the current PPM President to run until the next scheduled general election.
SECTION 6. The president or seven (7) members of the Board of Directors may call a meeting of the board (with one week’s notice in writing). Seven (7) members of the board shall be considered a quorum necessary for the transaction of business. The president may call an emergency meeting of the board provided a quorum is present.
ARTICLE 6 DUTIES OF THE OFFICERS
The president shall preside at all meetings of the Association as well as all meetings of the Board of Directors. In the absence of the president, the president elect will preside, followed by the vice-president.
ARTICLE 7 MEETINGS
This Association shall hold a minimum of two (2) General membership meetings a year. Twenty-five (25) voting members will constitute a quorum at a General Membership Meeting. The Board of Directors shall hold not less than six (6) board meetings annually. The time and place for both the General Membership Meetings and the board meetings will be selected by the Board of Directors.
All meetings will follow procedures according to Robert’s Rules of Orders.
ARTICLE 8 DUES
Dues for each classification of membership shall be fixed by the Board of Directors. Such action to be taken by a two-thirds affirmative vote of the board. All memberships are to run for one calendar year, beginning January 1st.
ARTICLE 9 APPLICATION FOR MEMBERSHIP
Applications for membership shall be made in accordance to the Application Form as approved by the Board of Directors. Such applications shall be presented to the executive director or membership chairman who shall bring it before the board. The application shall then be voted on by the members of the Board of Directors.
ARTICLE 10 COMMITTEES
The president shall appoint any committees appropriate to the welfare of the Association. Each committee shall run concurrently with the term of the appointing president.
ARTICLE 11 FINANCIAL REPORTS
The fiscal year of the Association shall be July 1st through June 30th. It shall be mandatory for the officers of this organization to publish each year an outside accounting firm’s year end financial report detailing and summarizing the financial activity of the previous fiscal year. Such a printed report shall be published to all voting members in good standing.
ARTICLE 12 BOND AND INSURANCE
The Executive Director and Treasurer shall be bonded in a manner found suitable by the Association for the fulfilling of their duties. The Association shall also carry all appropriate insurance necessary for the operation of this association. These bonds and policies are to be reviewed by the Board of Directors each year.
ARTICLE 13 AMENDMENTS
These articles may be repealed, amended or suspended by a two-thirds vote of the voting members represented at any regular meeting of the Association provided a notice of such proposed changes have been sent to the voting members in writing at least fourteen (14) days in advance of such a meeting.
ARTICLE 14 DISSOLVEMENT OF THE ASSOCIATION
In the event that the Association is dissolved, all outstanding debts shall be paid and any remaining balance shall be donated to the Great Lakes Institute of Photography, or if not in existence a charity chosen by the board.
Amended October 2, 1995
The Professional Photographers of Michigan shall not discriminate on the basis of race, religion, creed, sex, age or physical disability. The Professional Photographers of Michigan should make every reasonable effort to accommodate persons with physical disabilities it becomes aware of for meetings and seminars.
Amendment October 10, 2011
The PPM Board of directors may conduct Association business, including voting, between regularly scheduled meetings by use of electronic communication except when dealing with issues of By-Law changes.