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By-Laws_v170605

PROFESSIONAL PHOTOGRAPHERS OF MICHIGAN CONSTITUTION 

ARTICLE 1 NAME AND DEFINITION 

(A) The name of the Association shall be The Professional Photographers of Michigan, Inc. 
(B) Hereafter all reference to the Professional Photographers of Michigan shall be listed as PPM. 

ARTICLE 2 PURPOSE 

The purpose for which the Association was formed is: 

(A) The Advancement of Photography in all its branches as an Art, Science and Profession.
(B) To improve the technical skill of the individual members. 
(C) To recognize the attainment of professional ability. 
(D) To devise better ways to serve the public through education of the values to be gained by their use of professional photographic services. 
(E) To maintain a code of ethics for Professional Photographers. 
(F) To be an advocate to the public of the value in the use of photography. 
(G) To promote better professional and social relationships and communication among its members. 
(H) To cooperate with government agencies and other groups having to do with the Art or Profession of Photography for the purpose of increasing technical skill and protecting the public from unfair, unethical trade practices. 

ARTICLE 3 MEMBERSHIP 

SECTION 1. Any Professional who subscribes to the Code of Ethics of the PPM and who is actively engaged in any phase of photographic business, and is 18 years of age or older, shall be eligible to become a member of the PPM. Such applicant is subject to the classifications herewith set forth and with the approval of the Board of Directors. 

The Professional Photographers of Michigan shall not discriminate on the basis of race, religion, creed, sex, age or physical disability. The Professional Photographers of Michigan should make every reasonable effort to accommodate persons with physical disabilities it becomes aware of for meetings and seminars. 

Applications for membership shall be made in accordance to the Application Form as approved by the Board of Directors. Such applications shall be presented to the membership chairperson or Treasurer who shall bring it before the board. The application shall then be voted on by the members of the Board of Directors. 

SECTION 2. Individual Membership shall include, but not be limited to, the following classes: ACTIVE, VENDOR, STUDIO AFFILIATE, STUDENT, RETIRED, and HONORARY LIFE MEMBER [HLM]. 

(1) Active Membership: shall consist of persons engaged in the sale of photographic services to the public in accordance and compliance with the laws of the State of Michigan. Privileges shall include the right to vote, hold a position on the PPM Board, and be eligible to be granted Honorary Life Membership. 

(2) Vendor Membership: shall consist of persons who are owners, managers, salespersons or employees of stock houses, dealers, manufacturers or processors of photographic materials or supplies. Privileges shall include the right to vote, be eligible for Retired membership, and to be granted HLM. 

(3) Studio Affiliate Membership: shall consist of persons who are employees of a studio with at least one person who has paid-in-full Premier Active Member status. Privileges shall include the same as an active member. 

(4) Retired Membership: may be granted at the discretion of the Board to any Active or Vendor member of PPM who is 65 years or older, and who is a current member of PPM for a minimum of 5 consecutive years. Retired members may retain active membership in this organization at a reduced dues rate as established by the Board. Privileges shall include the right to vote, and hold office. 

(5) Student membership are persons with current student identification. Student membership may be granted by the Board. Student members must be sponsored by an Active member if under age 18 and must be accompanied by an adult when attending any PPM event. Student membership has no privilege to vote. Student members are not eligible for awards other than Next Generation if they meet the criteria. 

(6) Honorary Life Membership (HLM): HLM may be granted at the sole discretion of the board. The granting of HLM membership shall relieve the person of payment of all dues, present and future. They shall be eligible to attend all PPM events where general meetings are held and shall receive all official PPM communications. HL members may hold office and retain the right to vote. 

(7) Past President Membership (PPM): PPM will be granted the year following serving in the capacity of Past President. PPM members retain Premier Membership in this organization at the Basic Membership rate. Privileges shall include the right to vote, and hold office. 

SECTION 3. No members of this association shall enter into any agreement, of any nature whatsoever, the object of which is to restrain trade, limit production, circumscribe competition, regulate prices, distribute business or perform any act which is contrary to law. 

SECTION 4. All members of this association shall be at liberty, at all times and in every respect, to conduct business as they see fit, provided that in so doing they do not violate the Code of Ethics of the PPM and the laws of their State, Provence, or Municipality. 

SECTION 5. The Board of Directors will evaluate and periodically review membership applications on the basis of position, nature of work and business practices. 

SECTION 6. Any group of photographers from within the state having been organized for at least two (2) years, meeting regularly, and subscribing to purposes compatible with the purposes and Code of Ethics of this corporation may be accepted by the Board of Directors into affiliation with the PPM. 

ARTICLE 4 BOARD OF DIRECTORS 

SECTION 1. The Board of Directors of the Association shall consist of an Executive Board and a number of auxiliary board members as determined by the Executive Board. The Executive Board shall consist of the President, the President Elect, Vice-President, Immediate Past President, and Treasurer. 

SECTION 2. The president shall appoint a Nominating Committee whose chairperson will be the immediate Past President. It will be their duty to present at the fall seminar at least one nominee for each vacancy, plus receive any nominations from the floor. No additional nominations may be made after this General Meeting. 

An information sheet pertaining to the nominees together with a ballot will be mailed or electronically delivered to all voting members not later than three (3) weeks prior to the first general membership meeting of the year. The results of the election will be announced by the President at the Association's first general membership meeting of the year. 

ARTICLE 5 OFFICERS 

SECTION 1. Board positions will be appointed by the incoming president. Appointees will assume their office at the first meeting of the Board following the first general membership meeting of the year. Assignments shall include, but not be limited to, the Treasurer. Assignments shall be for one year. Appointees shall serve until their successors have been elected and installed. The new board members assignments shall be made each year following the election. 

June 5, 2017 3 

SECTION 2. At the first board meeting following the first general membership meeting, the Board of Directors shall elect, from their own body, a vice president who will assume the office for the following term. The new vice president will subsequently become the president elect and then president. These positions are sequential and do not require running for office nor election. 

SECTION 3. The Board of Directors shall have the power to hire a paid executive director. The salary will be determined by the Board of Directors. The Board of Directors shall implement a contract of performance listing expected duties. 

SECTION 4. The Board of Directors shall have the power to remove any member of the board for malfeasance or misfeasance of office by an affirmative vote of two-thirds of the board members. 

The member removed shall have the right of appeal to the Board of Directors as a whole provided written notice of such appeal is filed with the Board within thirty (30) days following notice of his/her removal from the board. 

In the case of any disagreement which cannot be mutually resolved by the parties of this agreement, they agree that the matter shall be submitted to mediation and, if no resolution is reached in mediation, then to legally-binding arbitration. The parties agree that these methods shall be the sole remedy for any controversy or claim, and waive their right to file a lawsuit in any civil court, except to enforce a mediation agreement or an arbitration decision. The parties will each choose a mediator. Those two mediators will select a third person to sit in on the mediation. If arbitration is needed both parties will agree upon a single arbitration service, unless they both agree on another mediator/arbitrator. 

SECTION 5. Any board member who misses three (3) board meetings, in one (1) Membership year during their term of office, at the discretion of the Board, may be removed from the Board of Directors, unless the board member provides evidence of extenuating circumstances justifying their absences. 

In the event of a vacancy caused by death, resignation, removal or failure to appear at the meetings as provided above, the filling of the vacancy shall be by Presidential appointment with approval by the PPM Board of Directors. 

In the event that the Office of President is vacated, the President Elect fills the Office of President, upon acceptance/vote by the Board. 

SECTION 6. The president or a majority number of members of the Board of Directors may call a meeting of the board (with one week's notice in writing). A majority number of members of the board shall be considered a quorum necessary for the transaction of business. The president may call an emergency meeting of the board provided a quorum is present. 

ARTICLE 6 DUTIES OF THE OFFICERS 

The president shall preside at all meetings of the Association as well as all meetings of the Board of Directors. In the absence of the president, the president elect will preside, followed by the vice- president. 

ARTICLE 7 MEETINGS 

This Association shall hold a minimum of two (2) General membership meetings a year. A simple majority of voting members in attendance shall constitute a quorum at a General Membership meeting. The Board of Directors shall hold not less than six (6) board meetings annually. The time and place for both the General Membership Meetings and the board meetings will be selected by the Board of Directors. 

All meetings will follow procedures according to Robert's Rules of Orders. 

ARTICLE 8 DUES 

Dues for each classification of membership shall be fixed by the Board of Directors. Such action is to be taken by a two-thirds affirmative vote of the board. All memberships are to run for one calendar year, beginning January 1st. 

ARTICLE 9 COMMITTEES 

The president shall appoint any committees appropriate to the welfare of the Association. Committees shall meet and serve until they complete the task at hand. 

ARTICLE 10 FINANCIAL REPORTS 

The fiscal year of the Association shall be July 1st through June 30th. It shall be mandatory for the officers of this organization to present each year a financial report, detailing and summarizing the financial activity of the previous fiscal year. Such a printed report shall be distributed to all voting members in good standing. 

ARTICLE 11 BOND AND INSURANCE 

The Treasurer and President shall be bonded in a manner found suitable by the Association for the fulfilling of their duties. The Association shall also carry all appropriate insurance necessary for the operation of this association. These bonds and policies are to be reviewed by the Board of Directors each year. 

ARTICLE 12 GREAT LAKES INSTITUTE OF PHOTOGRAPHY (GLIP) 

SECTION 1. The Director of the Institute shall be appointed by the Board of Directors of the Professional Photographers of Michigan, Inc (PPM). 

SECTION 2. The term of the Director shall be for three years. 

SECTION 3. The Director of the Institute is responsible for overseeing the operation of the Institute and maintaining a working relationship with the PPM Board of Directors and is invited to attend all PPM board meetings. 

SECTION 4. A member of the PPM Board of Directors shall be a liaison member of the GLIP Board of Directors and be responsible to present reports to the PPM Board of Directors. 

ARTICLE 13 AMENDMENTS 

These articles may be repealed, amended or suspended by a two-thirds vote of the voting members represented at any regular meeting of the Association provided a notice of such proposed changes have been sent to the voting members in writing at least thirty (30) days in advance of such a meeting. 

The PPM Board of directors may conduct Association business, including voting, between regularly scheduled meetings by use of electronic communication. 

NOTICES AND ACTIONS WITH THE AID OF ELECTRONIC TRANSMISSION. All notices required to be given by the Association, or permitted to be given by the Association, pursuant to applicable law, the Articles of Incorporation or these Bylaws, and all actions required to be taken by a Board member of The PPM or member of the Association, or permitted to be taken by a Board member of The PPM or member of the Association, pursuant to applicable law, shall be considered effective notwithstanding that they are given or taken with the aid of an “electronic transmission,” as defined in Delaware GCL Section 232(c), as amended. 

ARTICLE 14 DISSOLVEMENT OF THE ASSOCIATION 

In the event that the Association is dissolved, all outstanding debts shall be paid and any remaining balance shall be donated to the Great Lakes Institute of Photography, or if not in existence a charity chosen by the Board. 

 

AMENDMENTS

 

Amended October 2, 1995

The Professional Photographers of Michigan shall not discriminate on the basis of race, religion, creed, sex, age or physical disability. The Professional Photographers of Michigan should make every reasonable effort to accommodate persons with physical disabilities it becomes aware of for meetings and seminars.

 

Amendment October 10, 2011

The PPM Board of directors may conduct Association business, including voting, between regularly scheduled meetings by use of electronic communication except when dealing with issues of By-Law changes.

   

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