Ohio News Photographers Association Inc. Code of Regulations

 

ARTICLE I
Members

Section 1. Membership. The membership of this corporation shall consist of professional news photographers and others whose occupation has a direct professional relationship with photojournalism. Voting rights shall be restricted exclusively to the Active membership of the corporation. Each Active member shall be entitled to one vote on each matter submitted to a vote of the members.

(a) “Photojournalism” is defined as the art of new communication by photographic image through publication, television, or motion picture screen.

(b) A “news photographer” is defined as a person who is actively engaged in the dissemination of the news through the medium of photography.

Section 2. Classes of Membership. There shall be two classes of membership in the corporation — Active and Associate. Each member shall be assigned to a class appropriate to that member’s occupation in photojournalism and membership cards shall be marked accordingly. The classes of membership are:

(a) Active. Any news photographer as defined in Article I, Section 1(b) of this Code of Regulations.

(b) Associate. Any person interested in photography, not necessarily working full time in the field.

Section 3. Life Membership. Life membership shall be extended to any member of the corporation who has been a member in good standing of the corporation for five years or longer upon reaching age sixty-two (62). Dues shall be waived for all life members. Any life member having at anytime attained Active membership in the corporation shall be entitled to one vote on each matter submitted to a vote of the members regardless of his membership class upon attaining life membership.

Section 4. Transfer of Membership. Membership in the corporation is not transferable or assignable.

Section 5. Termination of Membership. If a member is delinquent as provided in Article III, Section 2, one year or more, his membership shall automatically be terminated. Notwithstanding the foregoing, the membership of any member may be terminated at any time for cause after an appropriate hearing by the affirmative vote of two-thirds (2/3) of the members of the Board of Trustees.

Section 6. Resignation. Any member may resign his membership by filing a written resignation with the Treasurer of the corporation, but such resignation shall not relieve the member so resigned of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.

ARTICLE II
Application for Membership

Section 1. Written Application. Application for membership must be made in writing using the official application form of the corporation and mailed to the Treasurer of the corporation. Each application must be accompanied by the first year’s dues.

Section 2. Investigation. Upon receipt of application, the Treasurer will investigate qualifications of the applicant. The Treasurer, having satisfied himself that the applicant qualifies within the provisions of Article I hereof and is of good character, will certify the applicant to membership in the corporation. In those instances where the applicant’s membership eligibility is questionable, the Treasurer will refer the application to the Board of Trustees whose decision concerning membership eligibility shall be final.

ARTICLE III
Dues

Section 1. Annual Dues. The annual dues for membership in the corporation shall be paid during January. Annual rates for all Active members shall be $35.00. Annual rates for all Associate and/or Student members shall be $25.00.

Section 2. Delinquency. A member is delinquent if dues are not paid in full by March 31. Delinquent members shall be dropped from membership in the corporation and shall lose all rights to vote and attend social functions and business meetings. A delinquent member may be reinstated by paying the current year’s dues.

ARTICLE IV
Meetings of Members

Section 1. Places of Meetings. Any meeting of members may be held either within or without the State of Ohio. Special meetings of members shall be held at the place designated by the person or persons calling the meeting.

Section 2. Annual Meetings. An annual meeting of the members shall be held during the winter convention of the corporation at the time and place fixed by the Board of Trustees for the transaction of such business as may come before the meeting.

Section 3. Special Meetings. Special meetings of the members for any purpose or purposes may be called by any member of the Board of Trustees with agreement of time and place by two other Board members; or by ten percent (10%) of the voting members of the corporation.

Section 4. Notice of Meetings and Waiver of Notice. Written or printed notice of any meeting of members stating the time and place thereof and purpose therefor shall be placed in the regular publication of the corporation at least one month preceding such meeting or delivered either personally or by mail to each member at his address as shown by the records of the corporation, not more than sixty (60), nor less than ten (10) days before the time fixed for the meeting. If not placed in the regular publication of the corporation, notice shall be delivered either personally or by mail to each member at such address and within such time as herein above provided. If mailed, the notice of meeting shall be deemed delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid. Meetings may be held at any time or place without notice if all members are present at the meeting or if all those given by the absent members either before or after such meeting. Such assent may be given by the absent members either before or after such meeting. In any event, any member may, either before, at, or after any meeting of the members, waive any or all of the provisions of law or of the Code of Regulations as to notices of such meeting.

Section 5. Quorum. Ten percent (10%) of the voting members shall constitute a quorum at any meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.

ARTICLE V
Board of Trustees

Section 1. General Powers. The property and affairs of the corporation shall be managed and controlled and all corporate powers and authority shall be exercised by or under the authority of its Board of Trustees.

Section 2. Number and Tenure. The number of trustees shall be six (6), consisting of the officers of the corporation and the immediate past President of the corporation if he shall be a voting member of the corporation. Each trustee shall hold office until his successor shall have been elected or until his earlier resignation, removal from office or death.

Section 3. Specific Duties. It shall be the duty of the Board of Trustees to submit to the membership at the annual meeting of the membership the following:

(a) A progress report summarizing the activities and accomplishments of the corporation for the preceding fiscal year.

(b) A complete financial report, including the balance sheet and statement of profit and loss, for the preceding fiscal year.

Section 4. Regular Meetings. A regular annual meeting of the Board of Trustees shall be held immediately after and at the same place as the annual meeting of the members unless a different time and place is fixed by resolution of the Board of Trustees. If for any reason the annual meeting is not held as provided for in this section, then the business which may be transacted thereat may be transacted at any special meeting of the Board of Trustees. The Board of Trustees may provide by resolution the time and place, either within or without the State of Ohio, for holding of additional regular meetings of the Board of Trustees

Section 5. Special Meetings. Special meetings of the Board of Trustees may be called at any time by the Chairman of the Board of any two (2) Trustees. The person or persons who call a special meeting of the Board of Trustees may fix any place, either within or without the State of Ohio, as the place for holding such a special meeting.

Section 6. Notice of Meetings and Waiver of Notice. Written of printed notice of any meeting of the Board of Trustees stating the time and place thereof shall be delivered to each Trustee or sent to him by mail at his address as shown by the corporation, not more the twenty (20) nor less than three (3) days before the time fixed for the meeting. Meetings may be held at any time or place without notice if all members of the Board of Trustees are present at the meeting or if those who are absent assent in writing to the holding of the meeting. Such assent may be given by the absent Trustees either  before, at, or after such meeting. In any event, any Trustees may, either before, at, or after any meeting of the Board of Trustees, waive any and all provisions of law or this Code of Regulations as to notices of such meetings or as to any irregularities in such notices or in the giving thereof, and shall thereby validate the proceedings of such meetings as fully as though all the requirements of the provisions waived had been duly met in their respective cases.

Section 7. Quorum. A majority of the Trustees in office shall constitute a quorum for the transaction of business at any meeting of the Board of Trustees. If a lesser number is present at any meeting, a majority of Trustees present may adjourn the meeting from time to time without further notice.

Section 8. Vacancies. Any vacancy occurring in the Board of Trustees or any trusteeship to be filled by reason of an increase in the number of Trustees shall be filled by appointment by the Board of Trustees from the Active membership of the corporation after an affirmative vote of the majority of the remaining Trustees. A Trustees appointed to fill a vacancy shall serve for the unexpired term of the predecessor in office.

Section 9. Resignation and Removal of Trustees. Any Trustee may resign from the Board of Trustees at any time by giving written notice of such resignation to the Board of Trustees of the corporation. Such resignation shall take effect at the date of receipt of such notice or at any later date as specified therein. Acceptance of such notice shall not be necessary to make it effective. Any Trustee may be removed from office at any time with or without cause by affirmative vote of all remaining Trustees in office.

Section 10. Compensation. The members of the Board of Trustees shall not receive any compensation for their services as Trustees, provided that they may be reimbursed for their actual expenses in attending meetings of the Board of Trustees and other meetings where attendance has been specifically authorized by the Board of Trustees. Nothing herein shall preclude a Trustee for serving the corporation in any other capacity and receive compensation for such services.

ARTICLE VI
Committees

Section 1. Committees of Trustees. The Board of Trustees by resolution adopted by majority of the Trustees in office, may designate one or more committees, each of which shall consist of three (3) or more Trustees, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Trustees in the management of the corporation, provided the designation of  such committees and the delegation thereto of authority shall not operate to relieve the Board of Trustees, or any individual Trustee of any responsibility imposed on it of him by law or this Code of Regulations. Each committee shall serve at the pleasure of the Trustees, shall act only in the intervals between meetings of the Trustees, and shall be subject to the control and direction of the Trustees.

Section 2. Other Committees. Other Committees not having and exercising the authority of the Board of Trustees in the management of the corporation may be designated by a resolution adopted by the majority of the Trustees present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the corporation, and the president of the corporation shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such a member whenever in their judgement the best interests of the corporation shall be served by such removal.

Section 3. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the members of the corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed for such committee, or unless such member shall cease to qualify as a member thereof.

Section 4. Chairman. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.

Section 5. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of original appointments.

Section 6. Quorum. Unless otherwise provided in the resolution of the Board of Trustees designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 7. Rules. Each committee may adopt rules for its own government not inconsistent with these regulations or with rules adopted by the Board of Trustees.

ARTICLE VII
Officers

Section 1. Officers. The officers of the corporation shall be Chairman of the Board of Trustees, President, Vice President, Secretary, and Treasurer and shall be elected from the Active membership of the corporation as provided in Article VIII of this Code of Regulations. No member of the corporation shall hold more than one office in the corporation at any one time.

Section 2. Oath of Office. All officers shall be required to take the following oath:  “I do hereby pledge myself faithfully to perform to the best of my ability, the duties to the  office as prescribed in the Code of Regulations if this corporation.”

Section 3. Chairman of the Board. The Chairman of the Board of Trustees shall preside at all meetings of the Board of Trustees, sign the records of the meetings at which he presides, direct public relations of the corporation in the manner prescribed by the members and keep a copy of all correspondence and records kept by him in the performance of his duties.

Section 4. President. The President shall be the chief executive officer of the corporation and shall exercise general supervision over the business and affairs of the corporation in accordance with the laws of the State of Ohio, the Articles of Incorporation, and this Code of Regulations and subject to the direction and control of the Board of Trustees. The President shall preside at all meetings of the members of the corporation and in the absence or disability of the Chairman of the Board, all meetings of the Board of Trustees of the corporation and sign the records of the meeting at which he presides. The Presidents shall have the power and authority to execute on behalf of the corporation any and all documents, contracts, instruments, or other papers to which the signature of the corporation is to be attached. He shall make an annual report of administration to the members of the corporation and keep a copy of all correspondence and records kept by him in the performance of his duties.

Section 5. Vice President. The Vice President shall have such powers and perform such duties as may be assigned to him from time to time by the President and approved by the Board of Trustees. The Vice President shall act for and perform all duties of the President in his absence or disability. He shall actively promote and solicit memberships in the corporation and keep a copy of all correspondence and records kept by him in the performance of his duties.

Section 6. Secretary. The Secretary shall issue notices and maintain the officials records of all meetings of the members and the Board of Trustees and such records shall be attested by him or such other person as shall have acted as Secretary of such meeting during his absence or disability. The Secretary shall have charge of all records of the corporation except such records as may be essential to the President and Treasurer; sign or attest all approved instruments, papers and documents where required in carrying on the business affairs of the corporation; shall keep a true record of the membership of the corporation; issue election notices and ballots as provided in Article VIII of this Code of Regulations; and keep a copy of all correspondence and records kept by him in the performance of his duties.

Section 7. Treasurer. The Treasurer shall maintain custody of all funds, securities, and properties of the corporation; direct the receipt of all funds and securities and payment of all authorized disbursements; notify the Secretary of any member removed from the membership list pursuant to Article I, Section 2 of this Code of Regulations; direct the administration of all accounting activities of the corporation; furnish an annual financial report to be submitted to the members of the corporation at the annual meeting of members and any additional financial reports of the corporation as required; and keep a copy of all correspondence and records kept by him in the performance of his duties.

Section 8. Bonds of Officers. The Treasurer and any other officers as required by the Board of Trustees shall furnish bond in amount and with such surety as may be required by the Board of Trustees. The premium of any such bond will be paid by the corporation.

ARTICLE VIII
Election of Officers

Section 1. Year of Election. Elections of officers shall take place in the last half of odd-numbered years on a date announced by the President at the next preceding annual meeting and published in the next subsequent issue of the corporate publication. Officers shall take office at the annual meeting of the corporation in even-numbered years or April 1 of such year, whichever time shall be earlier.

Section 2. Nominations. The President shall call for nominations from the floor of the annual meeting of members in the year the election and shall certify such nominations to the Secretary. Additional nominations may be made by petition signed by no less than six (6) Active members in good standing of the corporation and shall be received by the Secretary at least ninety (90) days prior to the election date. All Nominations received after that time shall be declared void. Nominees must be members in good standing of the corporation.

Section 3. Notice and Ballot. Notice of all nominations of members for office in the corporation together with information concerning the background of such nominees as by them submitted shall be published in the corporation publication, defined as website and/or social media channels, at least thirty (30) days prior to the election date of December 1 in an election year. The Secretary shall cause the official election ballot bearing the names of all nominees to be prepared and conducted by electronic ballot to each member on the election date, at their e-mail address as shown on the records of the corporation. Any ballots received by the corporation fourteen (14) days after the election date shall be declared void.”

Section 4. Election Results. Ballots shall be tabulated by the Secretary who shall cause the results of the election to be published in the corporation publication next following the election. All officers shall be elected by a plurality of votes submitted. In the event of any tie, the deciding vote shall be cast by the affirmative vote of two-thirds (2/3) of the Board of Trustees.

ARTICLE IX
Contracts, Checks, Deposits and Funds

Section 1. Contracts. The Board of Trustees may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by this Code of Regulations, to enter into any contract or execute and deliver any instrument in the name of and behalf of the corporation, and such authority may be general or confined to special instances.

Section 2. Checks, Drafts, or Orders for Payment. All checks, drafts, or orders for the payment of money notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall be time to time be determined by resolution of the Board of Trustees. In absence of such determination by the Board of Trustees, such instruments shall be signed by the Treasurer and countersigned by the President or Vice President of the Corporation.

Section 3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Trustees may select.

Section 4. Gifts. The Board of Trustees may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes, or for any special purpose, of the corporation.   ARTICLE X.  Certificates of Membership  The Board of Trustees may provide for the issuance of certificates evidencing membership in the corporation, which shall be in such form as may be determined by the Board of Trustees. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the corporation. If any certificate shall become lost, mutilated, or destroyed, a new certificate may be issued thereof on such terms and conditions as the Board of Trustees may determine.

ARTICLE X
Certificates of Membership

The Board of Trustees may provide for the issuance of certificates evidencing membership in the cor- poration, which shall be in such form as may be determined by the Board of Trustees. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the corporation. If any certificate shall become lost, mutilated, or destroyed, a new certificate may be issued thereof on such terms and conditions as the Board of Trustees may determine.

ARTICLE XI
Fiscal Year

The fiscal year of the corporation shall begin on the 1st day of January and end on the 31st day of December in each year.

ARTICLE XII
Action Without a Meeting

Section 1. Members. Any action which may be authorized or taken as a meeting of the members, including without limitation, any action pursuant to any foregoing provision of the Code of Regulations, may be authorized or taken without a meeting in a writing or writings, signed be a majority of all voting members, except that any action required by law, the Articles of Incorporation or this Code of Regulations to be authorized or taken by a greater proportion or number of members can be taken without a meeting only in a writing or writings signed by such greater proportion or number of members.

Section 2. Trustees and Committees. Any action which may be authorized, or taken at a meeting of the Board of Trustees or of any committee, including without limitation any action pursuant to any foregoing provision of the Code of Regulations, may be authorized or taken without a meeting in a writing or writings signed by all of the Trustees or all of the committee members, as the case may be.

ARTICLE XIII
Indemnification

The corporation may indemnify or agree to indemnify a Trustee, officer, or employee, or a former Trustee, officer, or employee against expenses, judgements, decrees, fines, penalties, or amounts paid in settlement in connection with the defense of any pending or threatened action, suit, or proceeding, criminal or civil, to which he is or may be made a party by reason of being or having been such Trustee, officer, or employee; provided a determination is made

(a) that he was not, and has not been adjudicated to have been, negligent or guilty of misconduct in the performance of his duty to the corporation,

(b) that he acted in good faith in what he reasonably believed to be the best interest of the corporation, and

(c) that, in any matter the subject of a criminal action, suit, proceeding he had no reasonable cause to believe that his conduct was unlawful. Any such determination shall be made, and any action authorizing such indemnity shall be taken by the Board of Trustees of the corporation acting at a meeting at which a quorum of Trustees who are not parties to or threatened with such action, suit, or proceeding is present. Any trustee who is party to or threatened with such action, suit, or proceeding shall not be qualified to vote respecting such determination or action, and if for this reason a quorum of Trustees cannot be obtained for such a vote, such determination shall be made by independent legal counsel in a written opinion, and upon determination by such counsel of fulfillment of the conditions set forth in clauses (a), (b), and (c) of this Section, such indemnity shall be made without further action of the Trustees.  Indemnification under this Section shall not be deemed exclusive of any other rights to which such Trustee, officer, or employee may be entitled under the Articles of Incorporation, this Code of Regulations, any agreement, insurance purchased by the corporation, vote of the members, or as may be permitted by law.

ARTICLE XIV
Amendment of Regulations

These regulations or any of them may be adopted, amended, changed, or repealed only by a writing submitted to all voting members of the corporation and signed by a simple majority of such members. Any votes not received within such time and at such place as is determined by the Board of Trustees and set forth in such writing shall be declared void. Such writing shall be delivered either personally or by mail to each voting member at his address as shown by the records of the corporation not less than thirty (30), nor more than sixty (60) days before the time fixed for return of such writing. If mailed, such writing shall be deemed delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid.