Constitution and Bylaws

Adopted June 20, 2017

Revised 12/17/2024

Approved 12/17/2024

Article I – NAME

The name of the organization is Maryland Photography Alliance Inc (“Alliance”).

Article II – MISSION STATEMENT

The Maryland Photography Alliance Inc promotes education, collaboration, cooperation, and sharing resources among member clubs. Through a strong alliance, members have greater access to photography education and enrichment opportunities.

Article III – MEMBERSHIP

Any person, no matter where he or she is located, who is interested in photography may participate in the programs and activities of the Alliance. Only photography clubs that primarily meet in, or are headquartered in, the state of Maryland, can become “Members” of the Alliance. Members receive special benefits such as, but not limited to, discounts and priority purchase on ticket sales.

Section 1 – New membership requests from clubs require approval by a majority vote of the current members of the Alliance present at a regular Directors meeting.

Section 2 – At the discretion of a majority vote of the then current members of the Alliance present at the meeting, membership may be revoked at any time and for any reason, including if, in the reasonable judgment of the Alliance, a member has acted in a manner contrary to the best interests or safety of the Alliance or other members, or if a member’s account has a balance past due.

Section 3 – Membership in the Alliance as an “Associate” is available at a reduced-dues rate, but Associate clubs have no voting rights or revenue-share opportunities until they have paid the equivalent of the full initial membership fee and agree to the annual dues.

Article IV – BOARD OF DIRECTORS

Section 1 – For each member club of the Alliance, the club’s leadership assigns up to two club members to represent the club. One member, designated as Primary, serves as a member (“Director”) of the Board of Directors; this member has voting rights in the Alliance. The second designated person is Backup and stands in for the Primary and carries out such responsibilities as the Primary as required. A Director has only one vote in any given situation.

Section 2 – The Board of Directors (“Board”), have the following responsibilities.

A.      The Board has the authority to nominate and fill vacant positions of Officers and Executive Council, except that the Vice President will succeed the President in the event of a vacancy in that office.

B.      The Board supervises the affairs of the Alliance, coordinates the activities of the various committees, and approves spending Alliance funds.

C.      The Board decides the day and hour of its meetings. Regular Board meetings are scheduled in advance, with at least two (2) weeks of notice to Board members.

D.     The President, or a minimum of thirty (30) percent of Board members may call a special meeting of the Board with at least one (1) week of notice to Board members.

E.      All Board meetings are open to any member from all member clubs. These attendees may speak before the Board at designated times specified on the meeting agenda but will not have a vote in the Alliance’s business.

F.       Minutes of Board meetings are recorded by the Secretary, or a member of the Alliance designated as an alternate. The Secretary distributes a draft version of the Minutes to Board members no less than two (2) weeks prior to the next Board meeting. Any proposed changes by Board members will be sent to the Secretary no less than one (1) week before the next Board Meeting; the Secretary may update and resend the Minutes, which will be voted on at the next meeting of the Board. A majority vote is required for the Minutes to become an official record of the Alliance.

G.     The Board may adopt such rules and regulations for its activities, as are necessary, if they are not contrary to this Constitution and Bylaws.

Article V – OFFICERS

Section 1 – The Officers of the Alliance are nominated by the Board and the Executive Committee. Officers do not have to be club members. The positions are:

A.      President – is the presiding officer at official Alliance meetings and directs the affairs of the Alliance.

B.      Vice-President – stands in for the President, as required, and carries out such responsibilities as assigned by the President.

C.      Secretary – records the Minutes of Board meetings and processes Alliance correspondence as required by the President or Vice President.

D.     Treasurer – maintains the financial records of the Alliance, chair the Finance Committee, and maintains the master records of paid-up Alliance Members.

Section 2 – The Officers are elected by a majority of the then current Alliance Directors present at the meeting. Elected Officers will vote on all MPA matters.

Section 3 – Officers may make purchases up to $50 per transaction without prior approval and may authorize other Executive Directors to make purchases up to $50 per transaction without prior approval. All purchase receipts are made available to the Executive Council within five business days of purchase.

Article VI – EXECUTIVE COUNCIL

Section 1 – The Executive Council consists of seven (7) persons – four (4) Officers and three (3) additional persons, one who will be the past president, or some Board Member voted in by the Board to fill the position if the past president cannot serve. These positions are Members at Large. Members at Large must be club members.

Members at Large will:

a.       Attend scheduled Executive Council and Board meetings.

b.      Provide, in a timely manner, perspective on matters brought before the Executive Council and the Board.

c.       Vote on MPA matters called to a formal vote at Executive Council and Board meetings.

d.      Serve on at least one MPA committee.

e.       Act as an Ambassador of MPA.

Section 2 – Three (3) Executive Council members – the President, Vice President, and Treasurer – serve two (2) year terms. The remaining Executive Council members serve one (1) year terms. In the event of an Executive Council member vacancy, a successor member will be elected by a majority of the then current members of the Alliance present at the next available Directors meeting and will serve out the remainder of the vacated term.

Section 3 – If a matter arises that requires a decision before the Board can be assembled for a meeting, the President will poll the members of the Executive Council and act in accordance with the majority vote of the Executive Council. The President will try to contact all members of the Executive Council; however, if some are not available, the vote of no fewer than three (3) Executive Council members will be required. Any decisions made, and a record of the vote, will be reported at the next meeting of the Board.

Section 4 – A majority of the Board may reverse an Executive Council decision.

Article VII – BOARD OF DIRECTORS MEETING

Section 1 – The Board of Directors meets monthly during the “Operating Year.”

Section 2 – Voting procedures require a motion, which the secretary or designate records and repeats aloud, a second to the motion, and a majority vote. The process is recorded in the minutes.

Article VIII – QUORUM

A quorum, for all regular meetings of the Board of Directors, is fifty (50) percent – rounded down - of the then current number of voting Directors, three of whom must be members of the Executive Council.

Article IX – FISCAL YEAR

The fiscal year of the Alliance begins September 1 and extends through the following August 31.

Article X – OPERATING YEAR

The operating year of the Alliance begins September 1 and extends through the following August 31.

Article XI – DUES AND ASSESSMENTS

Section 1 – Membership Dues and Initial Membership Fees are established on an annual basis by a majority vote by the Board of Directors. Dues are due and payable by the first regular Board of Directors meeting of each fiscal year.

Section 2 – Any change in Membership Dues or Initial Membership Fees becomes effective at the beginning of the fiscal year following the Board action to effect a change. Final action is not taken by the Board, except at a Board meeting for which voting Board members have had at least thirty (30) days’ notice.

Section 3 – Members who have not paid their dues by October 1 of the current fiscal year are reverted to Associate-membership level and not allowed to vote. Such members may be reinstated upon full payment of current fiscal year dues.

Section 4 – Special assessments must be approved by seventy-five (75) percent of the voting Directors.

Article XII – COMMITTEES

Section 1 – A committee chair must be any member of a member club. Chairs are responsible to attend board meetings and report to the board activities of the committee. Committee membership is open to anyone from a member club.

Section 2 – Special Committees: The President may establish Special Committees as required. Special committees continue to function until the service for which they were appointed is completed, or until discharged by the President.

Section 3 – Nominations and Elections Committee: The President may establish the Nominations and Elections Committee and may dissolve it when the service for which the committee was appointed is completed. This committee presents, following the rules in Articles V & VI, a slate of candidates for the Executive Council at a regular Alliance meeting in April. Following presentation of the slate, the committee will solicit and accept nominations from the floor. Each candidate being considered must state a willingness to serve. The committee conducts elections during the May Board meeting.

Section 4 – Standing Committees: The President may, when necessary, establish the following committees and appoint their respective chairpersons. The tenure of these committees coincides with the Alliance’s fiscal year.

A.      Finance Committee: The Treasurer is Chairperson. Other members include one other member, and at least one other Board member.

a.      This committee annually prepares a proposed budget to be submitted to the President prior to the first regular Alliance meeting of the fiscal year.

b.      This committee annually performs an audit of the Treasurer’s books of accounts and presents it for approval to the President.

c.       It is the duty of the Finance committee to oversee all expenditures, making certain that such expenditures do not exceed budget allocations. No budget allocation may be exceeded without approval of the Board.

d.      The outgoing treasurer must transfer all records to the incoming treasurer.

B.      Competition Committee: The Chairperson appoints members to the committee. This committee is responsible for:

a.      Conducting all intra-Alliance competitions.

b.      Maintaining records of all intra Alliance competitions, including a list of entrants, entries, awards, and scoring.

c.       Determining eligibility of entries, collecting fees, and briefing judges about Alliance competition and judging criteria.

d.      Forwarding the results of all competitions to Board members.

C.      Exhibits Committee: The Chairperson appoints members to the committee. This committee makes arrangements and is responsible for Alliance exhibits.

D.     Resources Committee: The Chairperson appoints members to the committee. This committee makes, creates, collects, and maintains resources that can be shared with all Alliance members.

E.      Public Relations: The Chairperson appoint members to the committee. This committee is responsible for maintaining electronic communication mediums such as the Alliance web site and social media.

Article XIII – INSTALLATION OF OFFICERS

Officers are installed at the last Alliance meeting of the Fiscal Operating Year and assume office on September 1.

Article XIV – AFFILIATION

The Alliance may affiliate with such photographic, artistic, recreational, or educational organizations as the Board may deem beneficial to the Alliance.

Article XV – AMENDMENTS

Section 1 – This Constitution and Bylaws may be amended by a seventy-five (75) percent – rounded down - vote of the Board of Directors present at a regular Directors meeting.

Section 2 – Amendments may be proposed by any Alliance Board member.

Section 3 – Amendments require 28 days’ notice in writing, and the proposed amendment may not be voted on sooner than the next regular Alliance meeting.

Article XVI – INCORPORATION

At the discretion of the Board, the Alliance became a non-profit entity on 11/22/2022.

Article XVII – DISTRIBUTION OF ASSETS

Upon dissolution of the Alliance, remaining assets must be used exclusively for section 501(c)(3) exempt purposes.

Article XVIII – EFFECTIVE DATE

This Constitution and Bylaws of the Maryland Photography Alliance, as set forth in the preceding Articles I through XVII, supersede and entirely replace all prior versions and amendments thereof. The effective date of this Constitution and Bylaws will be 12/17/20204