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Bylaws 2018 Proposed


NON-PROFIT CORPORATE BYLAWS

ARTICLE I

NAME

1.01   Name

The name of this corporation shall be Lehigh Valley Photography Club. The business of the corporation may also be conducted as Lehigh Valley Photo Club, LVPC, LV Photography Club, and LV Photo Club. In these bylaws it is referred to as club.

ARTICLE II

PURPOSES AND POWERS

2.01 Purposes

Lehigh Valley Photography Club’s purpose is to improve members’ photographic skills and understanding, and broaden members’ interests in photography through the exchange of photographic knowledge, training, and photography-related experiences. Club activities are to facilitate socialization with other photographic artists and to promote the photographic arts in the Lehigh Valley community.

2.02 Powers  

The corporation shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect its non-profit purposes, for which the corporation is organized.

2.03 Nonprofit Status and Exempt Activities Limitation

(a) Nonprofit Legal Status. Lehigh Valley Photography Club is a Pennsylvania non-profit corporation, recognized as tax exempt under Section 501(c)(7) of the Internal Revenue Code of 1986.

(b) Exempt Activities Limitation. Notwithstanding any other provision of these Bylaws, no officer, member, affiliate, or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(7) of the Internal Revenue Code as it now exists or may be amended. No part of the net earnings of the corporation shall inure to the benefit of or be distributable to any director, officer, member, or other private person, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation and these Bylaws.

(c) Distribution Upon Dissolution. Upon the winding up and dissolution of the corporation, after paying or adequately providing for the payment of the debts, obligations and liabilities of the corporation, the remaining assets of this corporation shall be distributed to one or more exempt purposes within the meaning of a nonprofit under Section 501(c)(7) or 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

The organization(s) to receive the assets of the Lehigh Valley Photography Club hereunder shall be an arts or cultural entity operating to the benefit of people within the Lehigh Valley. It shall be selected in the discretion of a majority of the board of directors, and if its officers cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the Lehigh Valley Photography Club, by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located within the Commonwealth of Pennsylvania.

ARTICLE III

MEMBERSHIP

3.01 Eligibility for Membership

Application for voting membership shall be open to any person interested in photography, learning and practicing photography, desiring to participate in club activities and social events, and who support the purpose statement in Article II. Members must be 12 or older. Membership will be reviewed and granted after completion and receipt of a membership application and annual dues. The board of directors has sole ability to decline membership.

3.02 Annual Dues

Member dues will be set on an annual calendar basis. Dues will also be prorated on a semi-annual basis starting in July. The board of directors shall have the authority to increase or decrease dues on an annual basis. The board may also authorize membership specials in the interest of attracting new members. Continued membership is contingent upon being up-to-date on membership dues.

3.03 Rights of Members

Each member shall be eligible to nominate and vote for officers at the Annual Meeting.

3.04 Resignation and Termination

Any member may resign at any time. Membership can be terminated by a majority vote of the board of directors. Termination can be for reasons including inappropriate behavior at activities or in communications, or for misuse of resources or property belonging to the club, affiliates, hosts of activities, or others. Resignation or termination shall not relieve a member of unpaid dues, returning or replacing any property belonging to the club, or other charges previously accrued. The Lehigh Valley Photography Club is not required to reimburse dues for individuals who have resigned or terminated membership.

3.05 Non-Voting Affiliates

The board of directors may approve classes of non-voting affiliates with rights, privileges, and obligations established by the board. Affiliates may be individuals, businesses, and other organizations that seek to support the mission of the corporation. The board shall have authority to admit any individual or organization as an affiliate, to recognize representatives of affiliates, and to make determinations as to affiliates’ rights, privileges, and obligations.

3.06 Affiliate Fees

Any fees for affiliates shall be determined by the board of directors.

ARTICLE IV

MEETINGS OF MEMBERS

4.01 Regular Meetings

The program year runs from September until June of the following year. Regular club member meetings during the program year shall be monthly unless modified by the board of directors.

4.02 Annual Meetings

An annual meeting of the members shall take place once a year at the June member meeting unless the date is modified by the board of directors and communicated to members by email at least two weeks in advance providing the revised date, time, and place of the annual meeting. At the annual meeting, the members shall elect officers and conduct any other business the board of directors has decided to include. All election and other items for vote shall be decided by a simple majority. Votes will be limited to members of those present at the meeting in which the vote takes place. The board of directors may decide to allow alternative voting methods such as by mail or digital technology. Any changes to the voting method shall be communicated to members by email at least two weeks in advance of the start of alternative voting methods. In the case of alternative voting methods being used, all election and other items for vote shall be decided by a simple majority of those votes placed whether in person or receipt vote of the alternative method.

 

ARTICLE V

BOARD OF DIRECTORS

5.01 Number of Officers

Lehigh Valley Photography Club shall have a board of directors consisting of at least 4 and no more than 15 officers. Within these limits, the board may increase or decrease the number of officers serving on the board.

5.02 Powers

All corporate powers shall be exercised by or under the authority of the board and the affairs of the Lehigh Valley Photography Club shall be managed under the direction of the board, except as otherwise provided by law.

5.03 Terms

(a) All officers shall be elected to serve a one-year term, however the term may be extended until a successor has been elected.

(b) Officers may serve terms in succession.

(c) The term of office shall be considered to begin July 1 and end June 30 of the second year in office, unless the term is extended until such time as a successor has been elected.

5.04 Qualifications and Election of Officers

In order to be eligible to serve as an officer on the board of directors, the individual must be 18 years of age and a member of the Lehigh Valley Photography Club. The board of directors will collect and consider candidates from club membership to fill officer positions. In addition, any member can nominate a candidate at the annual meeting, providing the nominee is willing.

5.05 Resignation

Any officer may resign at any time by giving written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Any resignation shall take effect at the date of the receipt of the notice or at any later time specified in the notice, unless otherwise specified in the notice. The acceptance of the resignation shall not be necessary to make it effective.

5.06 Removal of Officers

An officer may be removed by majority vote of the board of directors then in office, if:

(a) the officer is absent and unexcused from two or more meetings of the board of directors in a twelve-month period. The president is empowered to excuse officers from attendance for a reason deemed adequate by the president. The president shall not have the power to excuse him/herself from the board meeting attendance and in that case, the board vice president shall excuse the president. Or:

(b) for cause or no cause, if before any meeting of the board at which a vote on removal will be made the officer in question is given electronic or written notification of the board’s intention to discuss her/his case and is given the opportunity to be heard at a meeting of the board.

5.07 Vacancies

The board of directors may fill vacancies due to the resignation, death, or removal of an officer or may appoint new officers to fill a previously unfilled board position, subject to the maximum number of officers under these Bylaws.

Vacancies in the board of directors shall be filled by Presidential appointment, subject to approval of the board of directors for the balance of the term of the officer being replaced. Vacancy of the President’s office shall be filled by advancement of the Vice President.

5.08 Board of Directors Meetings

(a) Regular Meetings. The board of directors shall have a minimum of three (3) regular meetings each calendar year at times and places determined by majority vote of the board. Board meetings shall be held upon four (4) days’ notice.

(b) Special Meetings. Special meetings of the board may be called by the president, vice president, secretary, treasurer, or any two (2) other officers of the board of directors. A special meeting must be preceded by at least 2 days’ notice to each officer of the date, time, and place, but not the purpose, of the meeting.

(c) Waiver of Notice. Any officer may waive notice of any meeting, in accordance with Pennsylvania law.

5.09 Manner of Acting

(a) Quorum. A majority of the officers in office immediately before a meeting shall constitute a quorum for the transaction of business at that meeting of the board. No business shall be considered by the board at any meeting at which a quorum is not present.

(b) Majority Vote. Except as otherwise required by law or by the articles of incorporation, the act of the majority of the officers present at a meeting at which a quorum is present shall be the act of the board.

(c) Hung Board Decisions. On the occasion that officers of the board are unable to make a decision based on a tied number of votes, the president or treasurer in the order of presence shall have the power to swing the vote based on his/her discretion.

(d) Participation. Except as required otherwise by law, the Articles of Incorporation, or these Bylaws, officers may participate in a regular or special meeting through the use of any means of communication by which all officers participating may simultaneously hear each other during the meeting, including in person, via digital technology, or by telephonic conferencing.

5.10 Compensation for Board Service

Officers shall receive no compensation for carrying out their duties as officers. The board may adopt policies providing for reasonable reimbursement of officers for expenses incurred in conjunction with carrying out board responsibilities, such as travel expenses to attend board meetings.

5.11 Compensation for Professional Services by Officers

Officers are not restricted from being remunerated for professional services provided to the corporation. Such remuneration shall be reasonable and fair to the corporation and must be reviewed and approved in accordance with the board Conflict of Interest policy and state law.

5.12 Informal Action by the Board of Officers

Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be agreed by the consensus of a quorum. For purposes of this section an email transmission from an email address on record constitutes a valid writing. The intent of this provision is to allow the board of directors to use email to approve actions, as long as a quorum of board members gives consent.

5.13 Conflicts of Interest

Officers shall disclose any potential conflicts of interest when the board of directors is contemplating any transaction or arrangement which may present a conflict. Conflicts of interest may be actual, potential or perceived and that they may relate to financial or nonfinancial interests.

ARTICLE VI

COMMITTEES

6.01 Committees

The board of directors may, by the resolution adopted by a majority of the officers then in office, designate one or more standing committees to serve at the pleasure of the board. Any committee, to the extent provided in the resolution of the board, shall report to the board and have all the authority of the board, except that no committee, regardless of board resolution, may:

(a) take any final action on matters which also requires board members’ approval or approval of a majority of all members;

(b) fill vacancies on the board of directors of in any committee which has the authority of the board;

(c) amend or repeal Bylaws or adopt new Bylaws;

(d) amend or repeal any resolution of the board of directors which by its express terms is not so amendable or repealable;

(e) appoint any other committees of the board of directors or the members of these committees;

(f) expend corporate funds to support a nominee for officer; or

(g) approve any transaction

6.02 Special Committees

Special committees are appointed by the president as needs arise to carry out specified tasks. Special committees will not fall within the assigned functions of standing committees. A minimum of one officer will participate on any special committee.

6.03 Meetings and Action of Committees

Meetings and action of the committees shall be governed by and held and taken in accordance with, the provisions of Article V of these Bylaws concerning meetings of the officers, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the board of directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee.  Special meetings of the committee may also be called by resolution of the board of directors.

ARTICLE VII

OFFICERS

7.01 Board Officers

The officers of the corporation shall consist of:  president, vice-president, secretary, and treasurer that constitute the directors, and such other non-director officers as the board may determine. Each board officer shall have the authority and shall perform the duties set forth in these Bylaws or by resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers. One person may hold two or more board offices, but no board officer may act in more than one capacity where action of two or more officers is required.

7.02 Term of Office

Each officer shall serve a one-year term of office.

7.03 President

The president shall be the chief volunteer officer of the corporation. The president shall lead the board of directors in performing its duties and responsibilities, including, if present, presiding at all meetings of the board of directors, and shall perform all other duties incident to the office or properly required by the board of directors. The president will work closely with the treasurer on financial issues and will take responsibility for treasurer activities when the treasurer cannot.

7.04 Vice President

In the absence or disability of the president, the ranking vice-president or vice-president designated by the board of directors shall perform the duties of the president. When so acting, the vice-president shall have all the powers of and be subject to all the restrictions upon the president. The vice-president shall have such other powers and perform such other duties prescribed for them by the board of directors or the president.

7.05 Secretary

The secretary shall keep or cause to be kept, minutes of all business meetings including board of directors and the annual meeting. The secretary shall cause notice to be given of all meetings of officers and committees as required by the Bylaws. The secretary shall have such other powers and perform such other duties as may be prescribed by the board of directors or the president. The secretary may appoint, with approval of the board, an officer to assist in performance of all or part of the duties of the secretary.

7.06 Treasurer

The treasurer shall be the lead director for oversight of the financial condition and affairs of the corporation. The treasurer shall oversee and keep the board informed of the financial condition of the corporation and of audit or financial review results. In conjunction with other directors or officers, the treasurer shall oversee budget preparation and shall ensure that appropriate financial reports, including an account of major transactions and the financial condition of the corporation, are made available to the board of directors on a timely basis or as may be required by the board of directors. The treasurer shall perform all duties properly required by the board of directors or the president.

7.07 Non-Director Officers

The board of directors may designate additional officer positions of the corporation and may appoint and assign duties to other non-director officers of the corporation.

ARTICLE VIII

OPERATIONS

8.01 Fiscal Year

The fiscal year of the corporation shall be from January 1 to December 31 of each year.

8.02 Contracts and other Writings

Except as otherwise provided by resolution of the board or board policy, all contracts, deeds, leases, mortgages, grants, and other agreements of the corporation shall be executed on its behalf by the president or other persons to whom the corporation has delegated authority to execute such documents in accordance with policies approved by the board.

8.03 Checks, Drafts

All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents, of the corporation and in such manner as shall from time to time be determined by resolution of the board.

8.04 Deposits

All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depository as the board or a designated committee of the board may select.

8.05 Loans

No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the board. Such authority may be general or confined to specific instances.

8.06 Books and Records

The corporation shall keep correct and complete books and records of account.  In addition, the corporation shall keep a copy of the corporation’s Articles of Incorporation and Bylaws as amended to date.

8.07 Procedures

The board may also stipulate the processes and management practices of the corporation.

8.08 Nondiscrimination Policy

The officers, members, and persons served by this corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, and sexual orientation. It is the policy of Lehigh Valley Photography Club not to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran’s status, political service or affiliation, color, religion, or national origin.

ARTICLE IX

CODES OF ETHICS

9.01 Purpose

Lehigh Valley Photography Club requires and encourages officers and members to observe and practice high standards of business and personal ethics in the conduct of their duties and responsibilities. The employees and representatives of the corporation must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations.

ARTICLE X

AMENDMENT

10.01 Bylaw Amendment

These Bylaws may be amended, altered, repealed, or restated, to the extent allowed by law, by a vote of the majority of the board of directors then in office at a meeting of the Board.

 

CERTIFICATE OF ADOPTION OF BYLAWS

I do hereby certify that the above stated Bylaws of Lehigh Valley Photography Club were approved by the Lehigh Valley Photography Club’s board of directors on __________________ and constitute a complete copy of the Bylaws of the corporation.

 

Secretary             __________________________

Date                      __________________________

 



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