Most things in life are moments of pleasure and a lifetime of embarrassment; photography is a moment of embarrassment and a lifetime of pleasure. ~Tony Benn

Bylaws of the APPI

BYLAWS
of the
Associated Professional Photographers of Illinois
Accepted and Adopted March 28, 1977

This set of Bylaws of the Associated Professional Photographers of Illinois were voted on by the active members of the Association at the annual business meeting held on March 28, 1977, at the Holiday Inn in Decatur, Illinois.

The vote was conducted by ballot given each member at the registration desk. The ballots were then counted at the business meeting and declared a unanimous vote.

Amended March 13, 1978
Amended October 17, 1982
Amended March 21, 1983
Amended October 21, 1985
Amended October 19, 1987
Amended October 16, 1989
Amended March 5, 1990
Amended March 13, 1994
Amended October 26, 1997
Amended October 30, 2000
Amended April 1, 2003
Amended March 17, 2008

BYLAWS
OF
ASSOCIATED PROFESSIONAL PHOTOGRAPHERS OF ILLINOIS

ARTICLE I
NAME OF THE CORPORATION

1.01 The name of this corporation is ASSOCIATED PROFESSIONAL PHOTOGRAPHERS OF ILLINOIS (hereinafter called "Association").

ARTICLE II
PURPOSES

2.01 The purposes of the Association are: To advance photography in all of its branches, both as an art and as a profession, to create, foster and maintain cordial relations and cooperation among members of this organization, to promote the interchange of thought and opinion freely among its members and to engage in any lawful act or activity for which corporations may be organized under the General Not For Profit Corporation Act of Illinois.

2.02 No portion of the net earnings or assets of the Association shall inure to the benefit of or be distributed to any member, individual, officer or director of the Association, directly or indirectly, except as a reasonable compensation for services rendered by such member or individual or cash disbursements made by any such member or individual on behalf of the Association.

ARTICLE III
OFFICES

3.01 The principal office of the Association in Illinois shall be located in Illinois as designated by the Board of Directors. The Association may have such other offices as the Association may require from time to time.

3.02 The registered office of the Association required by the Not-For-Profit Corporation act is to be maintained in Illinois, may be, but need not be, identical with the principal office in Illinois, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE IV
MEMBERSHIP

4.01 MEMBERSHIP IN THE ASSOCIATION. Membership in the Association shall be based on the calendar year, January 1 through December 31. Membership in the Association shall be granted to professional photographers who qualify therefore under the rules and regulations for membership established by the Board of Directors, in one of the classes of membership described below:

  1. PROFESSIONAL ACTIVE MEMBERSHIP - Voting member, eligible for print competition. Available for assignments on a regular basis and either applies 50% of time to photography or derives 50% of earned income from photography. Available to Illinois residents only. There must be at least one Active member from each studio.
  2. ASSOCIATE MEMBERSHIP - Non-voting, eligible for print competition. Available to spouses and employees of Active members only.
  3. PHOTOGRAPHIC ARTIST ACTIVE MEMBERSHIP - Voting member, eligible for print competition. Individuals providing hand-craft services to the photographic professional and those employed as technical representatives with a photographic organization. Available to Illinois residents only.
  4. OUT OF STATE ACTIVE MEMBERSHIP - Voting rights, eligible for print competition, but not State print awards, other than "Best Out-of-State". Same qualifications as Actives, but not a resident of Illinois.
  5. OUT OF STATE ASSOCIATE MEMBERSHIP - Non-voting, eligible for print competition. Available to spouses and employees of Out of State Active members only.
  6. SUSTAINING MEMBERSHIP - Non-voting, not eligible for print competition. Manufacturer, distributor, or representative of photographic equipment, laboratories, publishers and firms providing services to photographers and are contracted for the trade show.
  7. LIFE MEMBERSHIP - Voting member, eligible for print competition. Any member or former member who has been a member of the Associated Professional Photographers of Illinois for 20 years or more and has attained the age of 65 by December 31st prior to convention, and has been approved by the board of directors at their annual January board meeting.
  8. ASSOCIATE LIFE MEMBERSHIP - Non-voting member, eligible for print competition. Any member or former member who has been a member of the Associated Professional Photographers of Illinois for 20 years or more and has attained the age of 65 by December 31st prior to convention, and has been approved by the board of directors at their annual January board meeting
  9. STUDENT MEMBERSHIP – Any person attending, on a full-time basis, an accredited High School or College/University, with verification proven yearly. The classification would be non-voting and eligible for print competition although not eligible for state print awards not deemed "Student".

4.02 VOTING MEMBERS. Only Active, Life, and Out-Of-State Active members in good standing may vote, hold any office or display the Association seal. Active, Life, and Out-of-State Active members shall elect all other directors as provided in these Bylaws.

4.03 CODE OF ETHICS. Each member of this Association shall sign the following Code of Ethics as a part of his or her original membership application and shall as a member of the Association adhere to and honor this Code of Ethics.

"CODE OF ETHICS"
By being accepted into membership in the Associated Professional Photographers of Illinois, I hereby subscribe without reservation to this Code of Ethics and do solemnly agree that:

I will strive to enhance and ennoble the status of the photographic profession by maintaining a dignity of manner in my behavior, and in the presentation of our photography and photographic services.

I will maintain a friendly spirit of cooperation with my fellow professional photographers and assist them whenever possible.

I will not use any competitive practices which have been declared unfair by any governmental agency or authority.

I will share my knowledge with other members of the profession and will encourage others, so that the quality of professional photography may constantly be raised to higher standards.

I recognize the authority of the Associated Professional Photographers of Illinois in the interpretation of the Code of Ethics.

4.04 ANNUAL MEMBERSHIP MEETING. The annual meeting of the membership shall be held at the State Convention each year, beginning with the year 1977, for the purpose of electing directors and officers and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a meeting of the membership as soon thereafter as convenient.

4.05 SPECIAL MEETING. Special meetings of the membership may be called by the President, by the Board of Directors or by any 10 members in good standing of the Association.

4.06 PLACE OF MEETING. The Board of Directors may designate any place, either within or without Illinois, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. A waiver of notice signed by all members may designate any place, either within or without Illinois, as the place for the holding of such a meeting. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Association in Illinois, except as otherwise provided in Section .07 of this Article.

4.07 NOTICE OF MEETING. Written or printed notice stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose or purposes which the meeting is called, shall be delivered not less than five nor more than 40 days before the date of the meeting, either personally or by mail, by or at the direction of the President or the Secretary, or the officer of persons calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the records of the Association with postage thereon prepaid.

4.08 MEETING OF ALL MEMBERS. If all of the voting members shall meet at any time and place, either within or without Illinois, and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice and at such meeting any Association action may be taken.

4.09 CLOSING OF MEMBERSHIP BOOKS. For the purpose of determining membership, for any other purpose, the Board of Directors may provide that the membership books shall be closed for a stated period but not to exceed, in any case, 40 days. If the membership books shall be closed for the purpose of determining members entitled to notice of or to vote at a meeting of the membership, such books shall be closed for at least 10 days. In lieu of closing the membership books, the Board of Directors may fix in advance a date as the record date for any such determination of members, such date, in any case, to be not more than 40 days, and for a meeting of the membership, not less than 10 days, immediately preceding such meeting. If the membership books are not closed and no record date is fixed for the determination of the membership entitled to notice of or to vote at a meeting of members, the date on which notice of the meeting is mailed shall be the record date for such determination of the membership.

4.10 QUORUM. Forty of the Active and Life members of the Association in good standing represented in person, shall constitute a quorum at any meeting of the membership, provided, that if less than forty members are represented at said meeting, a majority of the membership so represented may adjourn the meeting from time to time without further notice. If a quorum is present, the affirmative vote of the majority of the members represented at the meeting shall be the act of the membership, unless a greater number is required by the Illinois Not-For-Profit Corporation Act, the Articles of Incorporation or these Bylaws.

4.11 INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the membership, or any other action which may be taken at a meeting of the membership, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of each class, if any, entitled to vote with respect to the subject matter thereof.

4.12 VOTING BY BALLOT. Voting on any question or in any election may be by voice, unless the presiding officer shall order or any member shall demand that voting be by ballot. If there are any questions which the membership are to vote on and the Board of Directors determines in their sole discretion that a mail ballot is desirable, the Board of Directors shall send to each voting member an explanation of each question] to be voted upon and all mail ballots shall provide that a voting member shall have 30 days from the date of mailing to return a property cast ballot in order to be counted.

ARTICLE V
DIRECTORS

5.01 GENERAL POWERS. The business and affairs of the Association shall be managed by its Board of Directors.

5.02a NUMBER OF DIRECTORS The officers of the Association, the immediate past president, and six elected directors shall constitute the whole board.

5.02b TENURE Directors shall be elected at the annual membership meeting of the association for a three year term, or portion thereof as needed to fill a vacancies. That tenure shall continue until his successor shall have been elected and qualified.

5.02c QUALIFICATION Directors shall be professional photographers and voting members of the association. Each director must maintain an active membership in the Professional Photographers of America.

5.03a ANNUAL BOARD MEETING. An annual meeting of the Board of Directors shall be held without other notice than these Bylaws, immediately after and at the same place as, the annual meeting of the membership. The Board of Directors may provide by resolution, the time and place, either within or without Illinois, for the holding of additional meetings without other notice than such resolution.

5.03b ABSENCE FROM MEETINGS. Any Board Member who is absent two (2) scheduled meetings in one elected year will be removed from their position on the APPI Board of Directors, unless he/she has approval from the executive committee or the President. The President will appoint an APPI member to fill this vacated position for the remainder of the year.

5.04 SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without Illinois, as the place for holding any special meeting of the Board of Directors called by them.

5.05 NOTICE. Notice of any special meeting shall be given at least ten days previous thereto by written notice delivered personally or mailed to each director at his business address. Any director may waive notice of any meeting.

5.06 QUORUM. Six directors elected in accordance with these Bylaws shall constitute a quorum for transaction of business at any meeting of the Board of Directors, provided that if less than six directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

5.07 MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

5.08 VACANCIES. Any vacancy occurring in the Board of Directors may be filled by the Board of Directors until the next held election at an annual meeting or at a special meeting of the membership called for that purpose.

ARTICLE VI
OFFICERS

6.01 NUMBER. The officers of the Association shall be a President, a First Vice-President, a Second Vice-President, a Secretary and a Treasurer, or other officers as may be elected or appointed by the membership at its annual meeting.

6.02 ELECTION AND TERM OF OFFICE. The officers of the Association shall be elected annually by the membership at the annual meeting of members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have been qualified or until his death or until he shall resign.

6.03 VACANCIES. Any vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

6.04 PRESIDENT. The President shall be the principal executive officer of the Association and shall in general supervise all of the affairs of the Association. He shall preside at all meetings of the members and of the Board of Directors. He may sign, with the Secretary or any other proper officer of the Association thereunto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution there of shall be expressly delegated by the Board of Directors or by these Bylaws or some other officer or agent of the Association, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors.

6.05 THE VICE PRESIDENT. In the absence of the President or in the event of his inability or refusal to act, the Vice-Presidents, in the order designated, shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice-Presidents may perform such other duties as from time to time may be assigned to them by the President or the Board of Directors.

6.06 THE SECRETARY. The secretary shall (a) keep the minutes of the membership and of the Board of Directors meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) keep a register of the post office address of each member which shall be furnished by such member; (d) and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

6.07 THE TREASURER. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the Association, receive and give receipts for monies due and payable to the Association from any source whatsoever, and deposit all such monies in the name of the Association in such banks, trust companies, or other depositories as shall be selected, and in general perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

ARTICLE VII
COMMITTEES

7.01 STANDING COMMITTEES. The President, with the approval of the Board, shall appoint the following standing committees to consist of not less than three members each, who shall serve until the next election or until their successors are appointed.

  1. Finance and Auditing (Treasurer, Chairman; President and two Past Presidents)
  2. Publicity
  3. Trade Show
  4. Life Members
  5. Props
  6. Nominating (Immediate Past President, Chairman; the two immediately preceding Past Presidents [who hold active membership]; the current President; and the First Vice-President)
  7. Print Exhibit
  8. Program
  9. Membership
  10. Records (Secretary)
  11. Convention
  12. Historian

7.02 SPECIAL COMMITTEES. The President, with the approval of the Board, may appoint such special committees as may be necessary or desirable.

ARTICLE VIII
DUES AND CONVENTION FEES

8.01 DUES AND CONVENTION FEES. Dues and convention fees shall be set by the Board of Directors. Life and Honorary Members shall pay no dues or convention fees.

ARTICLE IX
CONTRACTS, LOANS, CHECKS AND DEPOSITS

9.01 CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.

9.02 LOANS. No loans shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name unless authorized by a specific resolution of the Board of Directors. Such authority may be general or confined to specific instances. No loans shall be made by the Association to the officers or directors.

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

9.04 DEPOSITS. All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE X
SEAL

10.01 SEAL. The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words "Corporate Seal - Illinois".

ARTICLE XI
DISSOLUTION AND DISPOSITION OF ASSETS

11.01 In the event of the dissolution of the Association, any assets remaining after payment of all claims against the Association shall be distributed by the last Board of Directors to one or more organizations which are qualified as exempt organizations as defined by Section 501 (c) (3) of the Internal Revenue Code, as now defined by said Statute, or as such term may be defined hereafter.

ARTICLE XII
FISCAL YEAR

12.01 FISCAL YEAR. The fiscal year of this Association shall commence on June 1 and end on May 31 of each year.

ARTICLE XIII
AMENDMENTS

13.01 AMENDMENTS. These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted at any meeting of the Active and Life members of the Association by a vote of a quorum of 40 or more Active and Life members present at the meeting, provided such members shall have had at least 10 days prior written notice of any such proposed changes.