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Bylaws

TAPPA Bylaws

These Bylaws are the hard and fast governing practices of this association and may be changed, updated, revised or amended, only by a two-thirds vote of the PROFESSIONAL or LIFE membership present at any annual or special meeting of TAPPA, as detailed in Article XIII of this document.

ARTICLE I
NAME AND LOCATION

Section 1 The name of this organization shall be TAMPA AREA PROFESSIONAL PHOTOGRAPHERS ASSOCIATION, INC. and may also be referred to in this document as TAPPA or Section. The official address of this organization shall be that of the Secretary or other such address as shall be designated by the Board of Directors.

Section 2 This association is organized as a not-for-profit organization, exclusively charitable and educational, in accordance with the laws and guidelines of the Florida Board of Corporations and the United States Internal Revenue Code governing such organizations.

ARTICLE II
PURPOSE AND OBJECTIVES

Section 1 The objectives of the organization shall be as follows:
A) To create, promote, foster and maintain fellowship and mutual respect and cooperation between all members.
B) To promote the highest in ethical standards in all dealings between all parties related to the photo industry.
C) To promote the education of its members in order to provide the highest quality photographic product available in the industry today.
D) To improve the public’s awareness and appreciation for the art of professional photography.
E) To engage in any lawful activity for which corporations may be organized under the General Corporations Laws of the State of Florida as a Non-Profit Corporation and Section 501(c)(6) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Code.

Section 2 The objectives set forth in these Bylaws will be achieved by the publication and distribution to TAPPA members of Newsletters, Directories, and the conducting of meetings, seminars, and other such educational activities.

ARTICLE III
FLORIDA PROFESSIONAL PHOTOGRAPHERS
AFFILIATE MEMBERSHIP

Section 1 TAPPA intends to maintain Affiliate Section status of the Florida Professional Photographers, Inc. by continuing to fulfill the requirements set forth by the FPP, thereby entitling TAPPA members to all section privileges and duties of membership in the FPP.

ARTICLE IV
PROFESSIONAL PHOTOGRAPHERS OF AMERICA
AFFILIATE MEMBERSHIP

Section 1 TAPPA also intends to maintain Affiliate status in the Professional Photographers of America, Inc. by continuing to fulfill the requirements set forth by the PPA, thereby enabling TAPPA to attract a wider variety of speakers and judges from across the country. 

ARTICLE V
MEMBERSHIP AND DUES

Section 1 Applicants for membership shall provide the Membership Committee with a completed application, a copy of his/her occupational license, and a Florida State Sales Tax ID Number (when applicable). The first year’s dues and initiation fee must accompany any application for membership.

Section 2 Upon receiving an application for membership accompanied with all required documents, the Membership Committee will present the names of those prospective members to the Board of Directors for approval.

Section 3 The annual dues, initiation fees, and any monthly meeting fees shall be determined by the Board of Directors. The amount of annual dues for each classification is indicated in the Rules & Regulations and on the membership application.

Section 4 Membership classifications are as follows:

A) PROFESSIONAL MEMBER: An individual that is a resident of the State of Florida. An individual who owns a legally established business engaged in selling photographic goods or services to the public. An individual who is employed as a photographer by a legally established business. May hold office, vote in TAPPA affairs, and use the TAPPA logo.

B) ASSOCIATE MEMBER: For additional members from the same firm or studio already represented by a PROFESSIONAL TAPPA member. They may not vote, hold office, or display the TAPPA logo, but may enter print competitions. The PROFESSIONAL OR LIFE member’s Sales Tax number and Occupational License are required.

C) MEMBER: For enthusiasts, hobbyists, non-professionals, and newcomers to the profession who are not associated with any PROFESSIONAL OR LIFE member and may just be getting started in the profession. They may not hold office, vote in TAPPA affairs, or display the TAPPA logo, but may enter print competition. No Sales Tax number or Occupational License is necessary.

D) STUDENT MEMBER: An individual that is currently enrolled in photography related courses in the State of Florida and can provide authentic student identification. May not hold office, vote in TAPPA affairs, or use the TAPPA logo, but may enter print competitions.

E) SPOUSE MEMBER: An individual not engaged in professional photography, whose spouse is a TAPPA member. May not hold office, vote in TAPPA affairs, use the TAPPA logo, or enter print competitions.

F) SERVICE MEMBER: Service membership shall be extended to an individual or a partnership, corporation or manufacturer that provides services or sales to professional photographers (digital artists, labs, suppliers, manufacturers, etc.) A Service Member shall be entitled to all activities of the Corporation with the exception of voting rights or holding office. Additional benefits of Service Membership are set by the board and detailed in the SOG.

G) LIFE MEMBER: Life Membership is awarded by the TAPPA Board of Directors. In addition to a waiver of the annual dues, a Life Member receives all rights and privileges of the PROFESSIONAL Membership.

Section 5 Membership in TAPPA may be suspended or terminated upon failure to maintain current dues or for any violations of the Bylaws, Rules & Regulations, and/or the Code of Ethics and Standard Operating Guidelines of TAPPA.

Section 6 The membership year for TAPPA membership is from January 1 to December 31. Any new members joining TAPPA after the first of August will receive a 50% discount off their dues for the remainder of that calendar year. This discount does not apply to the $10 application fee.

Section 7 In the event of uncertainty as to the membership eligibility of an applicant, or of membership classification, the action of the Board shall be conclusive.

ARTICLE VI
MEETINGS

Section 1 Meetings shall be held monthly as designated by the Board of Directors. Typically, meetings will be held on the second Tuesday of each month.

Section 2 Special meetings of members may be called by the President, a majority of the Board of Directors, or not less than one-third of the PROFESSIONAL or LIFE Members.

ARTICLE VII
OFFICERS

Section 1 The elected officers of TAPPA shall consist of a President, Vice President, Secretary, and Treasurer. All officers must be PROFESSIONAL or LIFE Members in good standing as well as PROFESSIONAL members of the FPP and members of the PPA.

Section 2 Nomination and elections of these officers shall take place in accordance with Article X of these Bylaws.

Section 3 Officers and Board Members are required to attend all Board meetings. After four absences in the same calendar year, that seat shall be declared vacant and filled by an interim appointee. This appointee shall be selected by the President with the concurrence of a majority of the Board.

ARTICLE VIII
DUTIES OF OFFICERS

Section 1 PRESIDENT: Must be a PROFESSIONAL or LIFE member of the Florida Professional Photographers (FPP) and an ACTIVE member of the PPA. The President shall serve for a term of one year or until his/her successor is elected. This office is filled by election of the TAPPA Board members. The President shall appoint and be an ex-officio member of all committees. The President presides at all regular and Board meetings and calls special meetings as required. Is responsible for all books, reports, and minutes being properly filed as required by applicable law. Responds to all correspondence pertinent to TAPPA and provides Newsletter Editor & Webmaster with a monthly President’s message. More detailed duties of the President are outlined in the Standard Operating Guide. Three (3) FPP Service Merits are earned for each year of completed service to the section in this office. 

Section 2 VICE PRESIDENT: Must be a PROFESSIONAL or LIFE member of the Florida Professional Photographers (FPP) and an ACTIVE member of PPA. The Vice President shall serve for a term of one year or until his/her successor is elected. The Vice President performs the duties of the President in the President’s absence or inability to serve. This office is filled by election by the TAPPA Board members. The VP chairs the Program Committee; is responsible for the programming of the regular meetings, arranging for speakers, negotiating honorariums, obtaining publicity release information for the newsletter and website, and coordinating locations and other meeting details. Additional duties of the Vice President may be assigned by the President and/or the Board of Directors. Other duties of the Vice President are described in the SOG. Receives one (1) FPP Service Merit for each completed year of service.

Section 3 SECRETARY: Must be a PROFESSIONAL or LIFE member of the Florida Professional Photographers (FPP) and an ACTIVE member of PPA. The Secretary shall serve for a term of one year or until his/her successor is elected. This office is filled by election of the TAPPA Board members. The Secretary maintains all records, documents and minutes of all proceedings of the TAPPA Board of Directors, including a permanent “Minutes of Meetings” record book; handles all incoming and outgoing correspondence of TAPPA; maintains current membership roster. Other duties may be directed by the Board and detailed in the TAPPA SOG. The Secretary receives one (1) FPP Service Merit for each completed year of service.

Section 4 TREASURER: Must be a PROFESSIONAL or LIFE member of the Florida Professional Photographers (FPP) and an ACTIVE member of PPA. The Treasurer shall serve for a term of one year or until his/her successor is elected. This office is filled by election of the TAPPA Board members. The Treasurer serves as custodian of the funds of TAPPA and shall disburse said funds only upon the approval of the Board of Directors, if said disbursement exceeds $100 or reduces the TAPPA checking account to less than $3,000. The Treasurer collects dues from members; keeps a financial journal current and available at all Board meetings for inspection if requested; prepares a treasurer’s report for all Board meetings, to include a summary report, and prepares a balance sheet to be published annually in the official newsletter of TAPPA and available for all members; produces and files all reports as required by law, in a timely manner and works with incoming officers to prepare an annual budget to be approved by the Board of Directors. The Treasurer receives one (1) FPP Service Merit for each completed year of service.

Section 5 All officers will retain copies of all correspondence written on TAPPA stationary; the President and the Secretary shall receive a copy of all such correspondence. Correspondence pertaining to policies of TAPPA or which could involve TAPPA in any way shall be cleared with the President.

Section 6 No officer or member of the Board of Directors shall be entitled to receive any salary for such duties as described in these Bylaws. The Board may hire and fix the salary of any employee(s) necessary to conduct the business of TAPPA. This hiring must be brought to the general membership for approval.

Section 7 FPP Service Merits and points toward TAPPA “Photographer of the Year” will be granted to officers only upon completion of each year’s service to TAPPA. No FPP Service Merits or TAPPA Photographer of the Year points will be given if an officer resigns or is relieved of their office prior to completion of their term. The FPP Merits and TAPPA Photographer of the Year points may be awarded to an officer replacement with the approval of the Board of Directors.

ARTICLE IX
BOARD OF DIRECTORS

Section 1 The Board of Directors shall consist of nine members who shall be elected for a term of three years each. No elected member of the Board shall be elected to serve more than two terms (six years), consecutively. The terms shall be staggered in such a manner that three board positions are voted on each year.

Section 2 All members of the Board of Directors must be PROFESSIONAL OR LIFE TAPPA members in good standing, as well as PROFESSIONAL OR LIFE FPP members. All Officers will also be required to be PPA members. A majority of the Board of Directors shall constitute a quorum. The Board of Directors shall have control and management of the affairs of the association, with authority to engage assistance, fix salaries, admit, suspend, or expel members and to do anything necessary and desirable in the conduct of the business of TAPPA in accordance with the Bylaws and Rules & Regulations.

Section 3 Any Officer or Director unable to attend a Board meeting is required to notify the President at least 24 hours in advance of the Board meeting. After four absences during the same calendar year, that seat shall be declared vacant. Any vacancy on the Board or an Officer position shall be filled with an interim appointee. This appointee shall be selected by the President with the concurrence of a majority of the board.

Section 4 A maximum of two members from any one business establishment shall serve on the Board of Directors of TAPPA at any one time.

Section 5 Each Board member shall have one vote, with the President voting only in the event of a tie.

Section 6 Any confidential information gained by information shared at a TAPPA Board meeting shall remain confidential. No Board member shall use information gained in a Board meeting for personal gain, financial or otherwise.

ARTICLE X
ELECTIONS

Section 1 A Nominating Committee, appointed by the President, shall consist of one Past President, one current Board member, and one PROFESSIONAL OR LIFE member from the general membership. It is the duty of the nominating committee to survey the PROFESSIONAL OR LIFE membership for a qualified member interested in serving on the TAPPA Board. A bio on the nominee shall be published in the official TAPPA newsletter prior to the election, which will be held each October. Nominations from the floor will be entertained by the President at the October meeting. A vote by written ballot will be conducted by the Nominating Committee. The new Board members and Officers will assume their new positions after the December meeting.

ARTICLE XI
CODE OF ETHICS

Section 1 All TAPPA applicants shall read and agree to abide by the Code of Ethics, evidenced by their signature on the application, as it appears on the application form and below.

Section 2 CODE OF ETHICS. Conduct to be subscribed by the members shall be as follows:

1) I will endeavor to enhance and ennoble the status of the photographic profession by maintaining a dignity of manner in my behavior, in the presentation of my photography and photographic services, in the appearance of my studio or place of business and in all other forms of public contact.

2) I will observe the highest standard of honesty in all my transactions, avoiding the use of false titles, confusing or inaccurate technical terms or descriptions and misleading terms or claims.

3) I 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 my best efforts on behalf of the public, and to play my part in raising the general standard of photographic craftsmanship.

4) I will show a friendly spirit of cooperation with my fellow professional photographers and assist them whenever possible should they be in trouble or difficulty.

5) I will assist and give of my knowledge to the members of my profession and will encourage them individually and collectively, so that the quality of photography may constantly be raised to higher standards.

6) In all matters relating to the interpretation of the Code, I will recognize the authority of the Tampa Area Professional Photographers Association, Inc., and agree to hold harmless the Board of Directors in any decision made on behalf of the corporation.

I have read the above Code of Ethics and agree to abide by it, evidenced by my signature in ink this ________________ day of _________________, 20____.

Signature __________________________________________________

ARTICLE XII
RULES OF ORDER

Section 1 In all questions of parliamentary practice not covered by these Bylaws, Roberts Rules of Order shall prevail.

ARTICLE XIII
AMENDMENTS

Section 1 These Bylaws may be amended, revised, or repealed, in whole or part, by a two thirds majority vote of the PROFESSIONAL OR LIFE members present at any annual or special meeting of TAPPA, or by a two thirds majority vote of a constituted quorum when the vote is by written ballot by mail, provided the proposed change is submitted in writing to the last recorded address of each member at least thirty (30) days before the change is to be considered.

ARTICLE XIV
DISSOLUTION OF THE SECTION

Section 1 The dissolution of TAPPA shall be brought before the Board and decided by a unanimous vote. The Board’s decision shall then be put before the membership with the final authority to dissolve decided by a majority of the membership.

Section 2 Upon dissolution of TAPPA, all assets shall be distributed for one or more exempt purposes, including Florida Professional Photographers (FPP), or Professional Photographers of America (PPA), within the meaning of Section 501(c)(6) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the County in which TAPPA is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.