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Bylaws of
The Vermont Professional Photographers
Created March 13, 1994. Last updated February 22, 2015.

Article I
Section 1. The name of the Association shall be the Vermont Professional Photographers, known as VPP.
Section 2. Vermont Professional Photographers is a non-profit association dedicated to photographic education.
Section 3. The principal office of the Association shall be the designated address of the VPP Treasurer

Article II
Section 1. The purpose of the Association is to promote and improve professional photography through education, networking, photographic competition, and the exchange of ideas among its members. The purpose is also to work toward the increased awareness of the public of the importance of professional photography.
Section 2. The goals of this Association shall be to raise the standards of photography, both professionally and ethically; to create, foster, promote and maintain cordial relations and exchange of knowledge among its members.

Article III
Code of Ethics
Section 1. The following is hereby adopted as the Code of Ethics of Vermont Professional Photographers and must be signed by every member.
a. The practice of photography, both as a science and an art, is worthy of the very best thought and endeavor of all who enter it as a profession.
b. A photographer’s name and reputation shall be as sacred to us as our own.
c. No untrue or misleading statements shall be made in any way, in any form of business promotion.
d. It shall be our duty to impart freely of our knowledge so that photography may be raised to higher standards.
e. It shall be our duty individually to strive to serve the public to the very best of our ability in all matters pertaining to photography.

Article IV
Section 1. Professional Membership shall be extended to all photographers of ethical standards, be they business owners or employees, and whose place of business is in Vermont, with the following conditions:
a. Who works in the business of photography either as a business owner or as an employee.
b. If, being a business owner, they have both registered as a photographic business and have a tax number in the state of Vermont.
c. Once accepted as a Professional Member, such status is permanent except as provided in Article X, section 2 d, which describes the power of the Board to expel members or remove officers.
Section 2. Associate Membership shall be extended to those individuals who may not be professionals photographers or receive any pay from the photographic industry, but may simply have an interest in developing their photographic skills or supporting the photography industry. Associate members will pay the dues based on the annual dues schedule in the VPP Policy Manual.
a. Associate members are entitled to attend each workshop presented by the board and volunteer to serve any committee chairperson.
b. Associate members may not attend the convention without paying the convention fee as defined in the VPP Policy Manual
c. Associate members do not have the right to vote or hold any office.
Section 3. Affiliated membership shall be extended to those individuals who are members of other State Associations. An Affiliate Member cannot hold any office, vote, or serve on the Board of Directors.
Section 4. Sustaining Membership shall be extended to any photographic supplier or service organization with an interest in professional photography. The membership will be in one individual’s name. One additional representative of the firm will be permitted to attend the annual convention for each paid membership. The member of record will be permitted to enter the annual print competition under the same rules as an Active Member. Sustaining Members do not have voting rights.
Section 5. Student Membership shall be accorded to any individual who is a full time student at an accredited photography school. A student must have a valid student ID card to qualify.
a. A Student Member cannot hold any office, vote, or serve on the Board of Directors. However, a Student Member may serve on committees, participate in print competitions, earn awards, and attend all seminars and conventions.
Section 6. Honorary Life Membership shall be extended to those individuals who have rendered outstanding services to the Association. They shall be nominated and approved by a majority of the Board of Directors. They shall not be required to pay dues or convention fees and shall enjoy all the privileges of Professional Membership.
Section 7. Only voting members of the Association may be elected officers.
Section 8. Retired Membership may be extended to individuals who have retired and who have been members of the Association for 15 years or more and who are 60 years or older. They shall pay a reduced amount of dues. They shall retain voting privileges but are no longer eligible to serve on the Board of Directors.

Article V
Section 1. The membership dues shall be determined from year to year by the Board of Directors and the annual dues become payable to the Treasurer on January 1 of each year. Members with unpaid dues on February 1st will lose membership, to include all rights and privileges.
Section 2. There shall be sufficient moneys retained in the Treasury for the running of the organization. All excess funds shall be maintained in interest bearing or investment accounts whose location shall be at the discretion of the Board Of Directors.
Section 3. The Board of Directors shall use excess moneys to benefit the general membership and support the purpose and goals of VPP as deemed appropriate by the board.
Section 4. All requests for reimbursement shall be submitted in writing with attached proof of expenses (ie. Receipts, contracts or invoices). Requests will be reviewed and reimbursed within 30 days of the submission, if approved, in accordance with the VPP Policy Manual.
Section 5. In the event that the Association should be dissolved, no residual moneys in the treasury or other accounts administered by the Vermont Professional Photographers will accrue to the officers or past officers of the Association. All moneys remaining under control of the Vermont Professional Photographers after discharge of debt shall be contributed to other, non-profit, photography oriented organizations for the specific purpose of providing scholarships in education for photographers.

Article VI
Section 1. The Board of Directors shall meet as necessary for the purpose of conducting the business of the Association. The time and place of each meeting will be advertised in advance so that members may attend. The president shall be ex-officio and the Chairman of the Board with the power to call additional meetings if necessary. The board shall not conduct business during the membership meeting, other than the annual business meeting.
Section 2. VPP shall hold monthly or bi-monthly meetings (at the discretion of the Board of Directors) with the exception of the month of December and the month of the Annual Convention.
Section 3. These meetings shall be held on the fourth Sunday of the month or other selected dates.
Section 4. These meetings shall be held at locations in the various sections of the state, for the purpose of education, exchange of ideas, and for the betterment of the members of Vermont Professional Photographers.
Section 5. The Annual Business Meeting of VPP will be held during the last regular meeting scheduled to occur preceding the Annual Convention.
Section 6. VPP will hold an Annual Convention each year at a time and place to be selected by the Board of Directors.
Section 7. All meetings of the Board and of the Association will be conducted according to Robert’s Rules of Order, except where superseded by these By-Laws.

Article VII
The Ivan and Bernice Burnham Scholarship Trust Fund
The Board of Directors will yearly determine goals and methods for fund raising for the Ivan and Bernice Burnham Scholarship Trust Fund.

Article VIII
The officers of this Association shall consist of:
1. President
2. Three equal Vice Presidents
3. Secretary
4. Treasurer

Section 1. These officers shall be elected at the annual VPP business meeting and shall take office at the conclusion of the convention following the annual business meeting at which they were elected. They shall hold office for one year or until their successors are elected.
Section 2. The Nominating Committee will consist of three Past Presidents. The most Immediate Past President of the three shall be the chair of the committee.
Section 3. The President shall preside at all meetings of the VPP, appoint all committees with the approval of the Board and be ex-officio member of all committees. He/She shall conscientiously promote the growth and improvement of VPP.
Section 4. The Board of Directors shall consist of:
The Officers of the VPP; two Directors; three past presidents.
a. The Directors shall be members in good standing.
b. The term of Director shall be one year, taking office at the conclusion of the Annual Convention following the Annual Meeting at which he was elected.
c. Each Director is a voting member of the Board.

Article IX
Duties of Officers
Section 1. Section 1 of Article IX moved to Article III, Section 3 on February 22, 2015
Section 2. Each of the three vice presidents, in turn, in the absence of the President, shall perform the duties of the President. The Vice-Presidents shall assume any duties assigned to them by the President.
Section 3. The Secretary shall keep an accurate account of the minutes of all meetings, send notices to members and fulfill all secretarial assignments delegated by the President or required by the office.
Section 4. The Treasurer shall keep an accurate account of finances, send dues notices to members, have charge of accounts due, collect all dues, render monthly statements, pay all bills after authorization by the Board of Directors and keep his/her accounts up-to-date, so that if called upon, can render an accurate statement of the accounts. The Treasurer will act as the official contact person with PP of A.

Article X
Role of the Board of Directors
Section 1. Duties of The Board of Directors
a. The Board of Directors have charge of all the affairs and act for and in the name of the VPP.
b. A majority of the voting members shall constitute a quorum.
c. The President shall be the chairman of the Board with the power to call meetings.
d. The Board shall have the power to remove from office by two-thirds vote any officer or Board member for neglect of duty and to expel any officer, Board member, or VPP member charged with conduct which endangers the welfare, interest, or character of the VPP.
e. The Board of Directors shall have the power to fill vacancies on the Board to serve until the next Annual Meeting and to create such committees as shall be found necessary.
f. Any action of the Board may be overturned by a 2/3 majority vote of the membership eligible to vote. The motion to overturn must be recognized by the President of the Board when the motion is raised at any general meeting. The members must be present to have their vote valid. Voting may be by secret ballot by request from the floor.
Section 2. The duties of each board member, along with all roles that must be filled by the Board of Directors are defined in the VPP Policy Manual.

Article XI
Section 1. Any changes to bylaws of VPP must fulfill the following requirements.
a. The proposal for changes shall be presented to the Board of Directors by the first of January preceding the Annual Business Meeting.
b. The exact wording must be approved by a majority vote of the Board, and then;
c. The exact wording must be published at least 10 days before the Annual Meeting, via electronic method to all members and then;
d. Be approved by a 2/3 majority vote of the voting members present at the Annual Meeting.
e. Voting may be by secret ballot by request from the floor.

Revision Table & History

March 13, 1994 Approved at the Annual Business Meeting
March 19, 1995 Ammended
March 17, 1996 Ammended
March 9, 1997 Ammended
April 6, 2013 Ammended
February 22, 2015 Article II, Sections 1 & 2 amendedArticle III, Section 1 amendedArticle IV, Section 2 amendedArticle IV, Section 9 removed

Article V, Sections 1& 3

Article V, Section 4 added

Article V, Old Section 4 Changed to Section 5

Article VI, Sections 1, 2 & 7 amended

Article VIII, Sections 1 & 2 amended

Article VIII, Sections 3 & 4 added from other articles (see below)

Article IX, Section 1 moved to VIII Section 3

Article IX, Section 5 moved to Policy Manual

Article X, Section 1 moved to VIII Section 4

Article X, Section 2 amended and renamed Section 1

Article X, Section 2 added

Article XI Section 1 amended

Article XI “Order of the Annual Business Meeting” moved to Policy


Revision Table & History Added