Constitution and Bylaws

ARTICLE 1.0 NAME AND PURPOSE

  • 1.1 The name of the Club is the Santa Rosa Photographic Society (“SRPS”).
  • 1.2 The Club is primarily for amateur photographers, but individuals who become professional photographers after joining the Club may remain members and continue to participate in competitions and advance per the Competition Rules.
  • 1.3 The Club’s purpose is to provide educational and competitive meetings designed to further the members’ interest and ability in photography.
  • 1.4 The Articles of Incorporation filed with the California Secretary of State on September 23, 1986 established SRPS as a nonprofit, public benefit corporation whose identification number is 1543395. The Club’s Secretary maintains a copy of the Articles of Incorporation

ARTICLE 2.0 MEMBERSHIP

  • 2.1 Visitors are expected to join the Club after attending three meetings within a twelve-month period.
  • 2.2 Full members have all Club privileges provided their dues are current.
  • 2.3 Associate members have all Club privileges except they are not permitted to enter into competitions or to use the Club’s Website for the display of their photographs.
  • 2.4 Honorary members have the same privileges as full members but they are
    exempt from paying dues. Nominations for honorary membership shall be presented to the Board of Directors for approval. The Board of Directors will submit all approved nominations for honorary membership to the members with notice of the date and manner of voting. A majority of the votes received as of the date specified will approve or reject the granting of honorary membership.

ARTICLE 3.0 GOVERNING DOCUMENTS

  • 3.1 The Constitution and Bylaws are the Club’s foundation.
  • 3.2 The Club’s competitions shall be conducted in accordance with the Competition Rules.
  • 3.3 The Club’s Board of Directors uses the document entitled Management Guidelines to maintain continuity in the daily operation of the Club and the conduct of its Officers and directors.

ARTICLE 4.0 BOARD OF DIRECTORS

  • 4.1 The Club shall be managed and governed by a Board of Directors that consists of the four Officers (see Article 5.0 of these Bylaws), the Past President (see Section 4.1.1 of these Bylaws), and, preferentially, the Competition Chair, the Program Chair, the Field Trips Chair, the New Member & Guests Chair and one at-large position, which shall be filled by the Past President when Section 4.1.1 is in effect. If any of the non-officers are unable to serve as a Director, the open positions may be filled by the head of any ongoing committee of the President’s choice.
    • 4.1.1 A Past President shall serve as a director for the calendar year immediately following the end of his or her term. If, at the conclusion of that year, the current President is elected to continue in office for another term, the Past President’s position on the Board shall become an at-large position.
  • 4.2 The Board of Directors shall meet as often as necessary to transact the business of the Club. Board meetings are open to all Club members but only Board Members may vote.
  • 4.3 A quorum consists of five directors, with at least two being Officers.

ARTICLE 5.0 OFFICERS

  • 5.1 The Officers of the Club are President, Vice President, Secretary, and Treasurer. The Officers’ duties are set forth in the Management Guidelines.
  • 5.2 The Officers shall serve for one calendar year.
  • 5.3 The Board of Directors shall serve as a Nominating Committee. Further nominations are accepted from the floor provided nominees have consented to serve.
  • 5.5 The election of Officers is held at the first regular meeting of the membership in the month of November. Officers shall be elected by a majority of the members present.
  • 5.6 The Vice President shall perform the duties of the President in the absence of the President. In the event the President is unable to complete an elected term, the Vice President shall assume the duties of the President. In the event the Secretary or Treasurer is unable to complete an elected term, the President shall appoint a replacement.
  • 5.7 The President, Vice President, Secretary and Treasurer are authorized to cosign checks or other instruments of withdrawal from any financial institution where Club assets are deposited. All withdrawals require the signature of any two of the four authorized signatories.

ARTICLE 6.0 CHAIRS AND RELATED POSITIONS

  • 6.1 The Board of Directors has established areas of importance that fulfill the Club’s purpose. These areas are generally referred to as competitions, member services, communications, facility management, and food services. The President shall appoint such Officers as may be necessary to accomplish the duties in each of these areas as outlined in the Management Guidelines.
  • 6.2 The Committee Chairs or those in related positions shall serve for a period of one year.
  • 6.3 In the event any individual appointed by the President pursuant to this section, or any individual filling any of the positions outlined in the Management Guidelines, is unable or unwilling to complete the term of office, the President shall select another Club member to complete the remainder of the term.
  • 6.4 To help maintain a quorum, any Committee Chair whose duties include membership on the Board of Directors is encouraged to appoint an alternate in the event the Committee Chair is unable to attend a Board meeting.

ARTICLE 7.0 MEETINGS

  • 7.1 Regular meetings of the Club shall be held twice a month, January through November, at a time and location convenient to the membership. These meetings are intended to provide members with educational programs and competitive opportunities.
  • 7.2 The end of year competition will be held during the month of November, on a date to be announced.
  • 7.3 The annual meeting (the Awards Dinner) shall be held in December on a date to be announced. At this meeting, awards are presented, Officers installed and the President gives a year-end report.

ARTICLE 8.0 DUES AND FISCAL YEAR

  • 8.1 Annual membership dues are set by the Board of Directors.
  • 8.2 The Club’s fiscal year is January 1 through December 31.

ARTICLE 9.0 AMENDMENTS TO GOVERNING DOCUMENTS

  • 9.1 Amendments to the Constitution and Bylaws and to the Competition Rules may be proposed by any member and presented to the Board of Directors for consideration. If approved by the Board of Directors, a copy of the proposed amendment will be provided to every member of the Club together with notice of the date on which the amendment will be discussed and notice of the date and manner of voting.
  • 9.2 Amendments to the Constitution and Bylaws must receive approval from at least two-thirds of the members who cast their votes.
  • 9.3 Amendments to the Competition Rules must receive approval from a majority of the members who cast their votes. The Competition Rules may not contain anything that is contradictory to the Constitution and Bylaws.
  • 9.4 A majority of the members of the Board of Directors may make changes to the Management Guidelines. Any changes made by the Board of Directors may not be contradictory to the provisions of the Constitution and Bylaws or the Competition Rules.
  • 9.5 In the event a member wishes to present a matter to the membership for vote even though the member has been unable to obtain the Board’s approval as set forth in Section 9.1, the member shall proceed as follows: A petition shall be circulated to the membership. Upon obtaining the signatures of 15% of the members, the matter will be presented to the membership for a vote. If the matter involves an amendment to the Constitution and Bylaws, it must be approved by two-thirds of the members who cast their votes in order to be adopted. If the matter involves an amendment to the Competition Rules, it must be approved by a majority of the members who cast their votes in order to be adopted.
  • 9.6 The Board of Directors has the power to make resolutions to cover any deficiency in these Bylaws.

ARTICLE 10.0 MEMBERS RIGHT TO PRIVACY

  • 10.1 Due to increasing concerns over privacy issues, membership rosters shall not be distributed to anyone for external use. Member addresses, phone numbers and e-mail addresses will not appear on the Website, in publicity, or in the newsletter unless specific member permission has been granted. In the event the Club is disbanded, all membership lists shall be destroyed.