PRESS PHOTOGRAPHERS ASSOCIATION OF GREATER LOS ANGELES
ARTICLE I — Name
1. This organization shall be known as the PRESS PHOTOGRAPHERS ASSOCIATION OF GREATER LOS ANGELES (PPAGLA) a California Corporation.
ARTICLE II — Objectives and Dedication of Assets
Press Photographers Association of Greater Los Angeles (PPAGLA) promotes press photography, and advocates for industry integrity and positive relationships when covering a vast array of news and feature stories.
This corporation’s assets are irrevocably dedicated to public benefit purposes. No part of the net earnings, properties, or assets of the corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or to any director or officer of the corporation. On liquidation or dissolution, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of the corporation shall be distributed to a nonprofit fund, foundation or corporation that is organized and operated exclusively for charitable purposes and that has established its exempt status under Internal Revenue Code section 501(c)(3).
ARTICLE III — Membership eligibility
1. Membership. All persons employed as full time staff photographers on daily and
weekly newspapers, national wirephoto services, national news and sports magazines, television photojournalists, and independent photographers whose work is published regularly, and whose income is primarily derived in the above mentioned publications and services, who are assigned to the greater Los Angeles area, or its environs, shall be eligible for membership as determined by the Board of Directors. The environs of greater Los Angeles shall be defined as being within the boundaries of any county which falls within 100 miles of Los Angeles City Hall.
2. No person shall be eligible for membership unless such person has been employed in the greater Los Angeles area, or its environs in the before mentioned classifications for a minimum of one year prior to filing of the application and who is now so employed.
3. Or, provided that the applicant has worked in other cities in said classification for one preceding year, and who is now so employed in the greater Los Angeles area or its environments, and has been so employed for a minimum of six months.
4. An Associate Member shall be a major contributor such as a professional instructor who is a supporter of the arts and communications / journalism / photo-journalists; professional photography vendors, professional photography organizations, public information officers for any public safety agencies, public relation specialists, news publications, television reporters and content producers. An Associate Member is a non-voting, non-office holding member of the PPAGLA. The application for an Associate Membership will be reviewed by the membership committee and if approved will be placed before the Board of Directors for final approval.
5. Student associate membership: He/she is a non-voting, dues paying, non-office holding member of the Press Photographers Association of Greater Los Angeles, who will be entered into the organization for no longer than one year and at the end of such year will be reviewed by the Board of Directors for re-membership. A student associate member shall be a full-time college or university student who is studying photojournalism or is practicing news photography for school or other publications or services. An applicant for student associate membership shall be required to submit a portfolio of published work along with a letter of recommendation from the applicant' primary photography instructor reflecting a grade point average of 2.5 or better in photo related subjects and an overall average of no less than 2.0 for all college work, based on the 4.0 grading system.
Application for student associate membership will be reviewed by the membership committee and if approved, will be placed before the Board of Directors where a three-fourths vote of
those present would be necessary for membership. Student associate members will pay an initiation fee and dues as imposed by the Board of Directors. A special year-end contest, only open to them, will be held for student associate members.
ARTICLE IV — Board of Directors
1. This organization shall be governed by a Board of Directors consisting of 13 active members. The President shall serve a two-year term, regardless of how many years remain on his current term as a Director. All other Directors will serve two years.
2. The Board of Directors shall include at least two (2) members from each of the following groups:
(a) television news, (b) independent, (c) stills, metropolitan (metropolitan shall be any paper with circulation more than 200,000; this classification shall also include wire service members), and (d) stills, suburban.
3. The Board of Directors shall elect a president, vice-president, secretary, treasurer, and any other office deemed necessary from among members of the Board at their first meeting after the election. The outgoing president shall preside at this meeting until his successor is elected. In an emergency, the Board of Directors shall have the right to vary Article IV in the distribution of Directors to meet such an emergency.
4. The Board of Directors shall determine that any member who is nominated for the position of president meet the following minimum qualifications: the nominee will have been a member of the Association for a minimum of three years, and have served on the Board of Directors a minimum of one full year.
5. The Board of Directors shall be employed to represent the membership in all corporate matters in addition to any other business.
6. Subject to their fiduciary responsibilities and standards of conduct for directors including, but not limited to, the duty of care, the duty of loyalty, the duty of inquiry and other duties imposed by law, the directors shall not be personally liable for the debts, liabilities or other obligations of the corporation.
ARTICLE V — Dues and membership criteria
1. Dues. It shall be within the powers of the Board of Directors to impose initiation fees, dues and special levies upon its members, and to use funds derived from these and other sources for the interests and obligations of the Association and its members.
2. Application for membership: any applicant for membership must obtain one
sponsorship signature and one professional recommendation signature. The sponsorship signature must be that of a member of good standing of PPAGLA. The professional recommendation signature may be that of a member in good standing or the applicant’s editor, publisher, news director or any other person deemed acceptable by the Board of Directors. The applicant's name shall be presented to the membership chairman for investigation. The membership chairman will make his recommendation and findings to the Board of Directors at the next regular meeting. The Board of Directors will then vote and a minimum of seven votes is required to elect the applicant to membership.
3. An applicant who has been rejected for membership may file another application after six months have elapsed.
4. Any member of this Association who has not paid his annual dues buy March 1 of the year in which they are due shall be expelled from the organization.
5. Members may be suspended by the Board of Directors for activity contrary to the best interests of the Association and its membership as specified in Article VIII, as applies to removal of officers.
6. Members who change job classification or geographic area will maintain full membership as long as they fulfill dues requirements each year.
7. Members who have retired prior to January 1, 1993 will be exempt from paying dues but will retain all rights and privileges of membership. Past presidents who have served prior to January 1, 1989 will be exempt from paying dues but will retain all rights and privileges of membership.
Members have retired or past Presidents who have served after the above mentioned dates will be subject to dues at a reduced rate as imposed by the Board of Directors.
ARTICLE VI — Duties of Officers
1. President: The President shall preside at all PPAGLA meetings, enforce strict observance of the by-laws, and shall be directly responsible, while presiding, for conducting any meetings in a fair, open and democratic manner.
2. The President shall have the power to appoint any committees to carry out the functions of the Association. One member of each committee shall be a member of the Board of Directors. The president, as an ex-officio member of all committees, has the power to vote in all matters.
3. The President shall prepare a statement for Just One More, Jr. containing a summary of the organization's internal operations and accomplishments.
4. The President shall have the power to fill any vacancy in the Board of Directors by appointment from the rolls of members in good standing.
5. Vice-President: the vice-president shall serve as a member of the Board of Directors and in the absence of, or temporary disability of the president shall perform all the president's duties.
6. In case of death, removal, resignation, or permanent disability of the President, the Vice- President shall succeed to the office of President for the unexpired term.
7. In the event of such succession, the Secretary shall succeed to the Vice-Presidency. In this event, a new Secretary will be elected from the members of the Board of Directors.
8. Secretary: the secretary shall keep a roll of the membership. He shall make a record of
the proceedings of all meetings and present the same at the following meeting. He shall write and preserve all communications for the Association. He shall notify members of any meetings. He shall keep a master copy of the organization's corporate records.
9. Treasurer: the Treasurer shall receive and deposit for safekeeping all funds collected or otherwise accruing to the Association.
10. He shall issue receipts for monies received, keep records of all monies handled by him,
and make all books and records available for the Board of Directors, and for regular audits by a certified public accountant.
11. The Treasurer shall present a written report of the financial condition of the Association at the expiration of his term in office. He shall turn over to his successor all books, funds, and properties of every description belonging to the organization, in proper order, belonging to the Association.
12. In the absence of the Treasurer, the Vice-President shall assume the treasurer's duties. 13. Disbursements: The President and Treasurer shall sign all checks.
14. The President and Treasurer shall be bonded in an amount not to exceed $25,000.
15. Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, and subject to any limitations of the articles of incorporation or bylaws of this corporation, the activities and affairs of this corporation shall be managed and all corporate powers shall be exercised, by or under the direction of the Board of Directors.
Without prejudice to the general powers set forth in Article VI, Section 15 of these bylaws, but subject to the same limitations, the Board of Directors shall also have the power to do the following:
A) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation or by these bylaws.
B) Appoint and remove, at the pleasure of the Board, all corporate officers, agents and employees; prescribe power and duties for them as are consistent with the law, the articles of incorporation and these bylaws; fix their compensation; supervise their performance; and require from them security for faithful service.
C) Change the principal office or the principal business office in California from one location to another; cause the corporation to be qualified to conduct its activities in any
other state, territory, dependency, or country; and conduct its activities in or outside California.
D) Borrow money and incur indebtedness on the corporation’s behalf and cause to be executed and delivered for the corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.
E) Authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Except for matters pertaining to the ordinary and necessary operation of the business of the corporation and as otherwise provided in Section 5214 of the California Corporations Code, unless so authorized by the Board, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
F) Accept on behalf of the corporation any contribution, gift, bequest, or devise for the charitable or public purposes of this corporation.
G) Adopt, use and, at will, alter a corporate seal.
16. No more than 49 percent of the persons serving on the Board may be “interested persons.” An interested person is (a) any person compensated by the corporation for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; and (b) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law or father-in-law of such person. However, any violation of this paragraph shall not affect the validity or enforceability of transactions entered into by the corporation.
ARTICLE VII — Impeachment of Directors
1. Any Director may be removed from office by the Board of Directors, on a two-thirds vote, or b y the majority vote of the membership for:
a. Failure to conduct office in a fair and proper manner.
b. Neglect of duty. (Any director who has two unexplained or unexcused absences shall be in neglect of duty.)
c. Violation of the by-laws, pledges and decisions of this organization.
e. Activity contrary to the best interests of the Association and its members.
f. Any other causes which in the opinion of the majority of its members justifies removal.
2. Impeachment charges must be made in writing, signed by at least three members and filed with the President. In the event charges are directed at the President, they shall be filed with the next highest officer of the Board of Directors.
3. Immediately upon receipt of such impeachment petition, the Board of Directors shall suspend from office the officer or director involved until action has been taken on the impeachment charges, and the matter resolved.
4. Filing of such impeachment charges shall obligate the Board of Directors to conduct, within 30 days, a meeting and a vote on, and resolve, the impeachment charges. A 2/3 vote of the board members shall be necessary to expel a Director or any member.
5. No appeal can be made from such expulsion. After one year, the expelled member can reapply for membership in the Association.
ARTICLE VIII — Board Meetings
1. There shall be no less than eight meetings of the board of directors yearly, to be called by
the President or upon petition of any four board members.
2. Special meetings of the Board of Directors or of the general membership may be called at the discretion of the President or upon petition of any four Directors.
3. Any member of this organization is welcome to attend a board meeting as an observer.ARTICLE IX — Board Nominations & Elections
1. Nominations: In addition to the slate set forth by the nominating committee, any group of four or more members may submit one or more nominees.
2. Elections: The President shall appoint a ballot committee chairman who shall be charged with the duty of mailing to each member in good standing of the Association a ballot as follows:
a: One complete ballot and instruction sheet.
b. One self-addressed/stamped envelope. The chairman of the ballot committee shall
be responsible for the counting of the ballots.
3. Nomination, election and installation dates. Nominations for the Board of Directors shall be held at the September and October board meetings. Ballots shall be tabulated and nominees declared elected at the December board meeting and installed at the annual installation dinner.
4. Any director may be removed with or without cause by a vote of two-thirds (2/3) of the members of the entire Board of Directors at a special meeting called for that purpose or at a regular meeting, provided that notice of that meeting and of the removal questions are given in advance. Any director who has missed two consecutive Board meetings without prior notice of planned absence will be automatically removed from the Board without Board resolution unless (a) the director requests a leave of absence for a limited period of time and the leave is approved by the directors at a regular or special meeting (if such leave is granted, the number of Board members will be reduced by one in determining whether a quorum is or is not present), (b) the director suffers from an illness or disability that prevents him or her from attending meetings and the Board by resolution waives the automatic removal procedure of this subsection; or (c) the Board by resolution of the majority of Board members must agree before a director who has missed two meetings may be reinstated.
5. REGULAR MEETINGS -- The Board of Directors by resolution may establish a schedule of regular meetings of the Board of Directors.
6. SPECIAL MEETINGS -- Special meetings of the Board of Directors may be called by the Chair of the Board, the Executive Director, the Vice Chair, the Secretary, or by any two directors, and such meetings shall be held at the place designated by the person or persons calling the meeting and in the absence of such designation, at the principal office of the corporation.
7. NOTICE OF SPECIAL MEETINGS -- Notice of the time and place of special meetings shall be given to each director by (a) personal delivery of written notice; (b) first-class mail, postage prepaid; (c) telephone, including a voice messaging system or other system or technology designed to record and communicate messages, either directly to the director or to a person at the director’s office who would reasonably be expected to communicate that notice promptly to the direct; (c) facsimile; (e) electronic mail; or (f) other electronic means. All such notices shall be given or sent to the director’s address or telephone number as shown on the Corporation’s records.
Notices sent by first-class mail shall be deposited in the United States mails at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone, or electronic mail shall be delivered, telephoned, or sent, respectively, at least forty-eight (48) hours before the time set for the meeting.
The notice shall state the time of the meeting and the place, if the place is other than the corporation’s principal office. The purpose of the special meeting must be specified in the notice.
8. QUORUM -- A majority of the duly elected directors constitutes a quorum of the Board of Directors for the transaction of business except as hereinafter provided.
Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be an act of the Board, subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without limitation, those provisions relating to:
(a) approval of contracts or transactions in which a director has a direct or indirect material financial interest, (b) approval of certain transactions between corporations having common directorships, (c) creation of and appointments to committees of the Board, and (d) indemnification of directors.
A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of some directors from that meeting, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.
Except as otherwise provided in these bylaws or in the Articles of Incorporation of this corporation, or by law, no business shall be considered by the Board at any meeting at which a quorum is not present and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.
9. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETING -- The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as above described, is present and provided that either before or after the meeting each director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof.
All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting need not be given to any director who attends the meeting and who, before or at the beginning of the meeting, does not protest the lack of notice to him or her.
10. ADJOURNMENT -- A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.
11. ACTION WITHOUT A MEETING -- Any action that the Board is required or permitted to take may be taken without a meeting if all Board members consent in writing to the action; provided, however, that the consent of any director who has a material financial interest in a transaction to which the corporation is a party and who is an “interested director” as defined in Corporations Code Section 5233 shall not be required for approval of that transaction. Such action by written consent shall have the same force and effect as any other validly approved action of the Board. All such consents shall be filed with the minutes of the proceedings of the Board.
Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of disinterested directors of the Board of Directors without a meeting and that the bylaws of this corporation authorize the directors to so act, and such statement shall be prima facie evidence of such authority.
ARTICLE X—Self Perpetuating funds
1. At no time shall the principle of any fund described in this article be allowed to fall below the original investment or the amount stated in this article, whichever is greater. The Board of Directors may, at their discretion, increase the minimum deposit in any fund described herein without a vote of the membership of the Association but they may not decrease the minimum deposit, once established, without an affirmative vote of the membership.
2. At no time shall the principle of any fund described in this article be lent, assigned, or used in any way except as a deposit in a low risk investment such as a pass book savings account, certificate of deposit or other account insured by the Federal Deposit Insurance Corporation.
3. Accrued interest may, at the discretion of the Board of Directors, be used for the advancement of news photography as seen fit, in the name of the fund.4. No donation shall come under the authority of this article unless the amount exceeds $999.99. At the discretion of the Board of Directors, several donations may be consolidated until their combined value meets the minimum as required by this article. At such time the donations will come under the authority of this article.
a. Don Brinn Memorial Fund, $3,600.00 or more.
b. Otto Rothchild Memorial Fund, $1,000 or more.
c. The Watson Family Fund $1,000 or more.
d. The Stan Troutman Fund $10,000 or more
e. The Bill Knight Fund $5,000
ARTICLE XI— Parliamentary Procedures
1. In all questions of parliamentary procedure not covered by these by-laws, Robert's Rules of Order shall prevail. The masculine shall represent the feminine.