| PSPA By-Laws |
| I. |
Name:
The Section shall be known as The Professional School Photographers Association International (PSPA) and be
operated as a section of Photo Marketing Association International (PMAI). |
| II. |
Purpose:
The object and purpose of the Professional School Photographers Association International are as
follows: |
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1. |
To extend through its
members the aims and ideals set forth in the Code of Professional Responsibility; |
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2. |
To develop dignity,
respect and recognition for the profession to which its members seek and deserve; |
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3. |
To exchange knowledge
between the members for efficient operational procedures; |
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4. |
To develop
merchandising and marketing programs and projects which will build respect for the members, benefits for the
public, and commendable recognition for the organization; |
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5. |
To recognize and
encourage individuals to exhibit those ideals and qualities of leadership commensurate with the great
responsibility which the profession owes to the educators, youth and parents; and |
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6. |
To regulate group
ambitions and ideals by means of cooperation and exchange of ideas as far as possible. |
| III. |
Code of Professional
Responsibility:
Accepting this code of conduct and ethics as their own, each PSPA member pledges to observe the word and
spirit of this code in all of their activities and to conduct their business in accordance with the terms set
forth below.
Article 1. PSPA members pledge to observe the highest standard of honesty in all transactions, avoiding the
use of false titles, confusing or inaccurate technical terms or descriptions and misleading claims. Members
will at all times endeavor to produce only those types of photographs and photographic services that will
enhance the prestige of the profession, to apply their best efforts in behalf of the schools, and to play a
major part in raising the general standard of school photography.
Article 2. PSPA members will assist and share their knowledge with members of the profession, and encourage
fellow members to individually and collectively endeavor to raise the quality of school photography to its
highest standard.
Article 3. Each PSPA member shall endeavor to avoid any practices which are damaging to the public or may
bring discredit to the Professional School Photography profession.
Article 4. Each PSPA member shall not deny equal professional services to any person for reasons of race,
creed, sex or country of national origin. Each PSPA member shall not be party to any plan or agreement to
discriminate against a person or persons on the basis of race, creed, sex, disability, or country of national
origin.
Article 5. Each PSPA member shall carefully at all times present a true and accurate picture in his
advertising and representations to the public. The trade name of the member’s business shall be disclosed,
and the member shall not interfere with the legal rights of other businesses, such as by unlawfully copying
materials or by unfair disparagement of a competitor’s products or services. The member shall impress upon
all persons and firms with whom the member is associated that this standard applies to them as
well. |
| IV. |
Membership
Eligibility:
A. Regular Membership – Any PMAI member corporation partnership, or individual proprietorship substantially
engaged in the production of pictures for the school photographic market is eligible for REGULAR VOTING
membership in this Section. Firms conducting multiple laboratories have two membership options
available: |
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1. |
A regular membership
with voting rights may be established for each separate facility, or, |
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2. |
A regular membership
with voting rights may be established for the “headquarters” facility and a “branch” membership with no
voting rights established for each separate facility. This “branch” membership is available only to
subsidiary laboratory facilities of voting members and cannot be established for any manufacturer, supplier,
or service type subsidiary operations. “Branch” members will be entitled to all Association privileges except
the right to vote. |
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|
B. |
Associate Membership – Any PMAI
member corporation, partnership, or individual primarily engaged in the manufacture, sale or service of
products and equipment for use in the production of pictures for the school photographic market is eligible
for NON-VOTING ASSOCIATE membership in the Section. |
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|
C. |
Life Membership – The president of
the Section, at the completion of his term of office, shall be awarded a NON-VOTING LIFE membership in this
Association. The Life Membership shall not relieve any firm, whether corporation, partnership or individual,
from the payment of dues. |
| V. |
Membership
Acceptance:
Applications for Section membership shall be accepted upon a majority vote of a membership committee
appointed by the Section Board of Directors. |
| VI. |
Forfeiture and
Termination of Membership and Rights: |
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A. |
Any member
discontinuing the operations described in By-Laws Article 3 shall automatically cease to be a member of the
Section. |
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B. |
Membership is also
terminated automatically if the member ceases to be a member of PMAI. |
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C. |
Membership may be
terminated by a vote to expel as provided in the Constitution and By-Laws of Photo Marketing Association
International. (Article VII of the PMAI By-Laws provides for forfeiture of Membership and Rights) |
| VII. |
Board of Directors and
Officers:
The affairs of the Section will be conducted by the Board of Directors consisting of a President, President
Elect, First Vice President, Second Vice President, Secretary (who shall have no vote), Treasurer, and the
two Immediate Past Presidents of the Association. All officers except the Secretary must be owners of, or
serve in executive capacities of, voting member firms. |
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A. |
The President will
preside at meetings of the Section, be responsible for general supervision of the Section and its activities,
and take such action on its behalf and appoint such committees as the President considers
necessary. |
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B. |
The President Elect
shall assist the President or perform the duties of the President in the event of death, prolonged absence,
or otherwise caused disability. Upon completion of his term of office, he shall automatically become
President. |
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C. |
The First Vice
President has similar duties as the President Elect and would also be called upon to assume the functions of
the Presidency if both the President and the President Elect do not serve as President. |
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D. |
The Second Vice
President has similar duties as the First Vice President and would also be called upon to assume the
functions of the Presidency if all of the above do not serve. |
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E. |
The Secretary shall
serve as the Executive Director of the Section, carry on its day-to-day activities, perform those functions
as the Section, through its Board of Directors, may stipulate, and shall keep a record of all meetings of the
Section. The Secretary will be responsible for the care and custody of all Section records. The Secretary
shall notify members and officers of the date and place of meetings to be held, and to pass on to them, when
needed, any other pertinent information concerning the affairs of the Section. The Secretary need not be a
member of the Section. |
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F. |
The Treasurer shall act
in an advisory capacity in all Section financial matters and shall monitor the activity of the Section funds
held in trust by PMAI. |
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G. |
The Immediate Past
President and the Director-At-Large will participate in meetings, have voting privileges, and assist the
President in carrying out his duties. |
| VIII. |
Term of Office:
The Board of Directors and the Officers shall be elected by a majority of the members voting at the annual
meeting of the Section, or by letter ballot, to serve until the next election. The term can be curtailed, or
extended, by a vote of the members should this be considered expedient, and all officers may be elected for
successive terms.
In the event of an officer’s or director’s inability to perform the duties of office for whatever reason, or
in the event an officer or director is no longer associated with or active in the company with which he or
she was associated at the time of nomination to the Board, the position shall be considered vacated. If any
office should become vacant, the Board of Directors will contact the firm for whom the officer was last
engaged to determine if there are any nominations from that firm for a person to complete the term of office
vacated. The Board will consider any suggestions made by that firm and within a period of 30 days, determine
whether to accept the firm’s nomination, name someone else to fill the unexpired term, or retain the person
vacating the position if they remain an active member of PSPA. If the office of President Elect becomes
vacant, it will be filled by the Vice President next in line of succession. |
| IX. |
Nomination of Officers
and Directors:
The President shall appoint a Nominating Committee to produce a slate of persons to be the directors and
officers to be voted on at the annual meeting. Additional nominations may be taken at the meeting, provided
the person nominated has agreed to serve and is otherwise eligible to serve. |
| X. |
Meetings of the Board
of Directors:
The Board of Directors may hold meetings as often and at such times and places as necessary or desirable.
Meetings shall be held when called by the President or any three officers. Meetings may be held by conference
telephone. Notice of meetings of the Board of Directors shall be given, unless waived by attendance or in
writing, not less than four (4) days before the meeting. The unanimous written consent of the Directors to
any action or decision shall be effective in lieu of any meeting. Four (4) Directors eligible to vote shall
constitute a quorum and a majority vote of the voting Directors present is sufficient to approve any action
or decision. |
| XI. |
Powers of the Board of Directors:
The Board of Directors of the Section shall consider and establish the policies and activities of the Section
for the purposes set forth in these By-Laws, and consistent with the Constitution and By-Laws of PMAI. |
| XII. |
Meetings of the
Members:
The annual meeting of the membership shall occur in conjunction with the annual convention of the Section,
and may either precede, coincide with, or follow the convention. The date, time and place of the annual
meeting and any special meetings shall be determined by the Board of Directors. A notice of the annual
meeting or of any special meeting of the Section, shall be sent by the Secretary to all members of the
Association by first-class mail or telegram no less than ten (10), nor more than sixty (60) days prior to the
date of such a meeting. Those members of the Section present shall constitute a quorum at any meeting of the
Section, and a majority of those present and voting shall be authorized to approve or reject
resolutions. |
| XIII. |
Amendments:
The Section By-Laws may be amended or repealed by a majority vote at the regular annual meeting or a special
meeting of the Section, provided that an outline of such proposed amendment, deletions, or additions is
included in the notice of the meeting.
The By-Laws may also be amended, and other decisions by the membership may be made, by written ballot mailed
to the members, provided that a majority of all members cast a vote. Any such vote by letter must be proposed
by the Section’s Board of Directors.
(Indemnification provisions are in Article XXI of the PMAI Constitution.) |
