CONSTITUTION

Adopted April 20, 1969

Amended 7/16/73; 8/11/75; 4/984; 5/4/93; 3/20/95; 3/24/97; 3/15/99; 2/25/12; 2/19/17, 03/01/2018

ARTICLE I

NAME

This organization is incorporated as a non-stock corporation under the provision of Chapter 2 of Title 13.1 of the Code of Virginia and shall be known as Virginia Professional Photographers' Association, hereafter referred to as the Association.

ARTICLE II

OBJECTIVES

The objectives of this Association shall be:

            1. To raise the standards of professional imagemaking.

            2. To demonstrate integrity in all business practices.

            3. To provide continuing education opportunities for our members.

            4. To promote a spirit of cooperation among all members.

            5. To motivate all Virginia imagemakers to aspire to membership in this Association.

            6. To foster goodwill in the community.

            7. To influence consumers to select members of the association for photographic work.

ARTICLE III

MEMBERSHIP

Section 1. There shall be various classifications of membership as determined by the Board of Directors.

Section 2. Any person eligible for membership may apply as provided in the Policy Manual.

ARTICLE IV

OFFICERS

Section 1. The Officers of the Association shall be a Chairman of the Board, President, First Vice-President, Second Vice-President, Recording Secretary, Executive Treasurer and Executive Secretary. All officers and members of the Board of Directors must be Professional, Life or Retired Members in good standing of the Association. This does not preclude the hiring of professional assistance.

Section 2. Term of office shall be for one year or until successors to the office are duly elected.

ARTICLE V

BOARD OF DIRECTORS

Section 1. The Board of Directors shall consist of the officers of the Association as listed above plus the Governor of each District, the Image Salon Chairman, the Web Master, the Social Media Manager, and the Evemt Coordinator, all in good standing of this Association.

Section 2. Any PPA Officer who is a member of the Association and who is not currently serving on the Board shall be an ex-officio member of the Board of Directors.

Section 3. Should any District not be organized, the President shall appoint a member within that District to serve on the Board.

Section 4. The Board of Directors will administer the affairs of the Association.

ARTICLE VI

VACANCIES

Section 1. If the office of President, for any reason, shall become temporarily vacant, the duties shall be assumed by the First Vice-President.

Section 2. If the office of the Chairman of the Board shall become vacant, it shall be filled by appointment by the members of the Board of Directors from the existing Past Presidents, but for no longer than the remainder of the current term.

Section 3.  If any office other than that of President or Chairman of the Board shall become temporarily vacant, it shall be filled by appointment made by the President but for no longer than the remainder of the current term.

ARTICLE VII

ETHICS COMMITTEE

Section 1. There shall be an Ethics Committee appointed by the Board of Directors.

Section 2. The Ethics Committee will consist of one representative from each district who is a member in good standing.

Section 3. Members of the Ethics Committee will be appointed for two-year terms with only two district representatives scheduled for appointment in any one year. (Odd years Northern and Tidewater, even years Capital and Blue Ridge.)

Section 4. The Ethics Committee will be charged with reviewing and enforcing the Code of Conduct of the Association and with hearing any complaints brought to its attention.

Section 5. The Ethics Committee will make recommendation to the Board of Directors for any action deemed necessary.

ARTICLE VIII

DISTRICTS

Section 1. The Association shall be subdivided into four Districts: Blue Ridge, Capital, Northern Virginia and Tidewater according to geographical boundaries set forth by the Board of Directors.

Section 2. The affairs of each District shall be conducted by the officers for the benefit of their members.

Section 3. The officers for each District shall be Governor, Lieutenant Governor, Secretary and Treasurer.

Section 4. Term of office shall be for one year or until successors to the office are duly elected.

Section 5. District officers must be Professional, Life or Retired Members of this Association.

Section 6. If the office of District Governor, for any reason, shall become temporarily vacant, the duties shall be assumed by the Lt. Governor.

Section 7. If any office other than that of Governor shall become temporarily vacant, it shall be filled by appointment made by the Governor but for no longer than the remainder of the current term

ARTICLE IX

MEETINGS

Section 1. There shall be an Annual Meeting of the Association during which there shall be an election of officers.

Section 2. Special meetings may be called by the President or in the manner set forth in the Policy Manual.

ARTICLE X

AMENDMENTS

Section 1. This Constitution and these By-Laws may be amended at any membership meeting of the Association upon affirmative vote of the majority of the members present, provided (a) notice of the intention and (b) notice of the nature and purpose of proposed amendments shall have been given to all members at least thirty days in advance of the meeting.

Section 2. This Constitution and these By-Laws may be amended by a mail ballot when the Board of Directors deems advisable.

Section 3. All amendments to this Constitution and By-Laws shall, unless otherwise specified, become effective immediately upon passage.

Section 4. Amendments to the Constitution and By-Laws may be proposed to the Board of Directors by any Professional, Life or Retired member or by any District.

ARTICLE XI

QUORUM

Section 1. A quorum of the membership at any Annual or Special Meeting shall consist of at least one-fourth of the voting members of the Association.

Section 2. A quorum of the Board of Directors at any meeting for the transaction of official business shall consist of at least one half of the Board's membership.

ARTICLE XII

FISCAL YEAR

            The fiscal year of the Association shall be January 1 – December 31st.

ARTICLE XIII

APPROVAL OF CONSTITUTION AND BY-LAWS

            This Constitution and these By-Laws were officially adopted by the initial Board of Directors of the Association at an organizational meeting held April 20, 1969 following the incorporation of this Association on January 29, 1969 as prescribed by the Code of Virginia.


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