TNPPA Bylaws
BYLAWS for the
TENNESSEE PROFESSIONAL PHOTOGRAPHERS ASSOCIATION
Approved and Amended July 1974, Amended July 1978, July 1981, July 1982, October 1984, July 1985, April 1987, April 1988, March 1994, September 1994, April 1995, April 2001, May 2003, August 2004, August 2006, March 2007, August 2009, August 2014, August 2015, August 2018, August 2019, September 2023.
MISSION STATEMENT
Tennessee Professional Photographers Association, Inc, hereafter known as TNPPA, exists specifically for the benefit of its members. TNPPA provides at least twice-yearly events to further educational opportunities, encourages achievements in business and artistic goals and fosters relationship development.
The Tennessee Professional Photographers Association does not and shall not discriminate based on race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations. We are committed to providing an inclusive and welcoming environment for all members, vendors, presenters, and guests.
ARTICLE I MEMBERSHIP
Section 1
The Classifications of membership shall be: Active, Aspiring, Student, Senior, Out of State, and Honorary Life.
- An Active Member may be any Tennessee resident who is a proprietor, corporation officer, or partner of an established business engaged in the practice of professional photography; or an employee of a business engaged in the practice of professional photography; or any person who is the head of a photographic department used by and for business and professional photographic services, although the principal business of the firm is not photography, and that all Active Members’ businesses engaged in the practice of professional photography shall be within the State of Tennessee, or a Tennessee resident eligible for PPA membership. An Active Member also receives registration to all TNPPA events which includes at least biannual events.
- An Aspiring Member shall be a person who is a resident of Tennessee who is considering the profession of photography. Aspiring members have no voting rights, cannot hold office, cannot use TNPPA logos, cannot have a directory listing. They can submit to competitions but are not eligible for awards. Aspiring members receive registration to all TNPPA events which include the biannual events.
- A Student Member shall be a person pursuing photographic course work and who is able to provide verification of current student status. Student members have no voting rights, cannot hold office, cannot use TNPPA logos, and are not eligible for winning awards. Student members receive registration to all events which include the biannual events.
D. A Senior Member shall be any Member who has retired from the practice of the profession of photography, provided the member shall have been a member of a professional photography organization or PPA Association. They shall have no voting rights.
E. An Out–of-State Member shall be a person who qualifies as an Active Member, except that they reside or have their business in another state. An Out-of-State Member shall have the same rights as Active Members.
- An Honorary Life Member shall be any member so honored by the Board of Directors. An Honorary Life Member who has attended the General Meetings in the last 5 years will have all the rights and privileges of an Active Member.
ARTICLE II APPLICATION FOR MEMBERSHIP
Section 1
An applicant shall complete the online application form and shall make payment for the first year of dues. The application shall include a statement that the applicant has read, understands, and will abide by the Code of Conduct adopted by the Association.
ARTICLE III DIRECTORS
Section 1
The Board of Directors shall consist of the President, President-Elect, Secretary, Treasurer, Chair of the Board (the most immediate Past President) and/or other members-at-large as determined by the Board.
Section 2
Each director shall be elected annually at the general membership meeting. If a director’s office is vacated during the year, the Board will appoint a person to serve as a director pro tem until the next annual general membership meeting.
Section 3
A member who is elected to serve as a director (member-at-large) should serve three consecutive terms as a director before being considered for election as an officer. Special circumstances may dictate that a member is allowed to serve less than three years as a director, due to offices being vacated or other circumstances. Should one or more officer positions become open prior to the new officer elections, it is reasonable that a member-at-large may fill that officer position, and advance up the chairs in order to maintain a smooth transition for the new Board of Directors for the next year. Additionally, the tradition of a member advancing through the chairs of elected offices of this Association may stand as a guideline, but special circumstances may dictate that a member be advanced in the line of offices due to offices being vacated, even if such member has not previously served on the Board.
ARTICLE IV FINANCIAL RESPONSIBILITY
Section 1
Dues
The annual membership dues for the respective classifications of membership shall be recommended by the Board of Directors, provided, however, those dues shall be approved or disapproved by a majority vote of the voting members of the Association attending the annual general membership meeting. In the event the dues proposed by the Board of Directors are rejected by a majority vote of the members attending the annual general membership meeting, the membership may adopt a resolution fixing the dues.
ARTICLE V OFFICERS AND DUTIES
Section 1
The officers of the Association shall have the following duties:
A. Chair: It shall be the duty of the Chair to preside at meetings of the Association, the Board or the Executive Board and to perform such other duties as would ordinarily pertain to this office. The Chair only votes in the event of a tie.
B. President: It shall be the duty of the President to preside at meetings of the Association, the Board or the Executive Board in the absence of the Chair and to perform such duties as would ordinarily pertain to this office. The President signs all legal documents
C. Vice-President: It shall be the duty of the Vice President to preside at meetings of the Association and Executive Board in the absence of the President and to perform such other duties as would ordinarily pertain to this office. The Vice President is President in training.
D. Secretary: It shall be the duty of the Secretary to record the attendance of meetings and preserve the minutes of the meetings, and such other duties as pertain to this office.
E. Treasurer: It shall be the duty of the Treasurer to maintain proper accounting of all Association funds, income and disbursements. Reports of funds shall be available at the Annual Meeting and at any other time upon demand, and to perform such duties as pertain to this office.
Section 2
A. All officers except the President and Chair of the Board shall be elected at the Annual General Membership Meeting by the eligible voting membership.
B. Term of office is for one year.
C. Election shall be by secret ballot unless there is only one candidate for an office. The balloting shall be conducted by the President and two other persons selected by the Board of Directors, provided that such persons shall not be candidates for an office. Each office will be elected individually, the ballots counted and the newly-elected officer’s name announced before the next office is elected. The ballots shall be counted during the meeting in which the election is held, and the count shall be carried on in the presence of the membership prior to the adjournment of the meeting.
D. If an officer’s position is vacated during the year, the Board will appoint a person to serve as officer pro tem for the office until the next Annual General Membership Meeting.
Section 3
Nominations
A. A Nominating Committee shall be appointed by the executive Board to provide qualified candidates for each Office. A ballot of candidates will be provided to the Association at the Annual Meeting.
B. Nominations from the Floor. At the annual meeting prior to election, any eligible voting member may nominate an additional eligible, qualified, voting member for any office. After a second by an eligible voting member, that candidate’s name shall be placed on the ballot.
Section 4
The elected officers and Board members of the Association shall be members in good standing of the Professional Photographers of America, Inc. In the event an elected officer or Board member is not a current member of the PPA, then he or she shall be given ninety (90) days from the time of election to show proof of PPA membership.
Section 5
In the event there is not a quorum (see Article VI, Section 1) present at the Annual General Membership Meeting and no election of officers can take place, then the current officers shall continue on a temporary basis with full voting rights until officers can be duly elected by a called General Membership Meeting of this Association.
ARTICLE VI QUORUM
Section 1
The number of voting members registered and present at a properly noticed state meeting, seminar or Convention constitutes a quorum to transact the business of the Association. Business will be conducted and voted upon by these members present. Any business of the Association may be transacted by a majority vote of the quorum unless otherwise noted in these Bylaws. No meeting shall be held earlier than fifteen (15) days from the date of the call of the business meeting, provided that all members having voting rights shall be notified of the time and place of the meetings by sending such notices to the current email address shown on the official membership roster.
Section 2
Fifty one percent (51%) of the Board of Directors shall constitute a quorum to transact the business of the Board.
Section 3
All business of the Association not specifically covered in these Bylaws shall be subject to Robert’s Rules of Order and/or the Tennessee Professional Photographers Association Standard Operating Guide.
Section 4
No proxy vote will be accepted at any TNPPA Board Meeting, Committee Meeting, or General Membership Meeting.
ARTICLE VII AWARDS
There shall be appropriate awards for members rendering outstanding service to the profession and for quality of imagery. The types of awards made by the Association shall be approved by the Board of Directors.
ARTICLE VIII EMBLEM/LOGO
Section 1
Ownership: The Tennessee Professional Photographers Association emblem/logo shall be the property of the Association, and the Association may revoke its use at any time.
Section 2
Member Use: Only Active members in good standing in this Association have the right to use or display the emblem/logo for a member’s personal/business promotion for marketing or advertising. Only the current official emblem/logo may be used.
Section 3
Association Use: Use of the emblem/logo items used for advertising of the Association is permitted. Only the current official emblem/logo may be used.
ARTICLE IX AMENDMENTS
These Bylaws may be amended from time to time. A proposed amendment shall be presented in writing by the Bylaws Committee to the Board of Directors no less than thirty (30) days prior to the meeting of the Board, where such recommendation may be brought before the Board for action. All recommendations from Bylaws Committee shall be presented to the membership at the general business meeting of the Annual General Membership Meeting, and notice of such proposal to amend the Bylaws shall be given to each voting member, not less than thirty (30) days prior to the Annual General Membership Meeting in writing; and notice shall be provided by email to the current address of each voting member as reflected on the official membership roster. A two-thirds (2/3) vote of the quorum shall be required to amend the Bylaws.
ARTICLE X COMMITTEES
The President, with the advice of the Board, shall appoint all standing committees and such other committees as may be deemed necessary for conducting the affairs of the Association.