Bylaws
of
Photographic Society of
Northwest Arkansas
Article I
Bylaws
Section 1: Name- The lawful name of this organization shall be known as:
PHOTOGRAPHIC SOCIETY OF NORTHWEST ARKANSAS.
Section 2: Abbreviation - The
non-legal name and abbreviation shall be PSNWA
Section 3: Nickname- The
organization may also be referred to as a non-legal common name of:
NORTHWEST ARKANSAS PHOTO CLUB.
Section 3: Mission Statement- Photographic Society of Northwest Arkansas
is a Society promoting the education of photography as an Art and Science
throughout Northwest Arkansas.
Article II
Membership
Section 1: General- This Society
shall be a membership organization, individuals may enroll as society
members. Membership is a privilege not
a right, and any membership application may be rejected at the discretion of
the Board Of Directors, barring discrimination based upon an individuals race,
sex, creed or religion.
Section 2: Classes of Members-
(a.) By meeting the requirements
of bylaws and paying the dues prescribed by the Board of Directors:
1.)
Members shall consist of the members of the Board of directors and
legacy founding members.
2.) Founding members shall
consist of the original founding Board, (Patrick
Ward, E. Rick Cash, John Baltz, Catherine Baltz, John Hamilton, Sarah Hamilton,
Mark Abram,, Nakole Neumier, Lucy Overstreet, Michelle Ironside) and
are currently in good standing with the bylaws and Board.
3.) Society members shall
consist of individuals in good standing with requirements of the bylaws and
Board of Directors.
i:) Honorary members are individuals who have
rendered outstanding service to photography and who have been approved for this
recognition by the Board Of Directors.
Ii:) Honorary Fellows are individuals who have been set forth by
the board and approved by simple majority of membership as having given or
proved above normal in action, and are placed worthy of honored status.
Article III
Dues
Section 1: General- Membership
dues shall be established by the Board Of Directors, in form of directive.
Section 2: Payment of dues- Minimum stated dues shall become payable upon application for
membership and thereafter based upon payment plans set forth by the Board Of
Directors. A member whose dues are not
maintained by the set payment schedule shall be considered in not good
standing. A person who is not in good
standing is not entitled to hold elective or appointed office in this Society,
or any operating unit therof.
Section 3: Arrears- A member
whose dues shall remain unpaid more
than one (1) month after the applicable anniversary date shall have the
membership lapsed.
Section 4: Exceptions- No
membership dues shall be required of Honorary Members or Honorary Fellows of
this Society.
Article IV
Duties
Section 1: Duties-
a.) Members shall have full
executive power as established by these bylaws and State and Federal Laws, and
along with Founding members shall maintain power of asset management.
b.) All Society members in good
standing will have a single veto in electron of executive office.
Section 2: Privileges-
a.) Individual Society members in good standing shall have the right to
hold office and to receive the societies bulletin, and shall have such
privileges as may otherwise be established by the Board Of Directors.
b.) Founding Members in good standing shall have the rights of
membership as Society Members, Founding Members shall remain in good standing
if awarded a Honorary status.
Section 3: Relinquishment of claims- All rights, title and interest, whether legal or equitable, of a
member in and to the property of this Society shall cease upon termination of
membership for any reason.
Article V
Membership Meetings
Section 1: Transaction of Business-
The official business of this Society may be transacted by mail or
electronic media.
Section 2: Board Meetings- Board meetings are closed to individuals that are not members or
Founding members. The Board of
Directors Members may ask Society Members or public to attend per meeting as scheduled. Board meetings shall be held a minimum of
one (1) per month and scheduled at least two (2) months prior to meeting time.
Section 3: Society Meetings- General Society meetings will be scheduled a minimum of six (6)
months in advance by the Board of Directors and will be open to all levels of
memberships.
Section 4: Special Meetings-
Special Meetings of the membership may be held by mail or at the call of
and dates and places designated by the Board Of Directors.
Section 5: Quorum-
a.)- A Quorum of any general
society meeting shall consist of not less than (30%) society members.
b.)- A Quorum of mail ballots
for special meetings of the membership shall consist of not less than one-tenth
(1/10) of the membership.
c.) A Quorum of Board of Directors members shall consist of (7) members
not including Founding Members.
Article VI
Officers and Officials
Section 1: General- This
society shall select all officers by popular vote for one (1) term of two (2)
years. All officers shall continue in
office until their successors qualify.
The Chairman and Executive Vice-Chairman shall not be eligible to serve
more than two (2) consecutive terms in the same office.
Section 2: Board Elections-
Thirteen (11) officers serve as the members of the Board of Directors of
Directors, except for the power to amend the Articles of Incorporation and
Bylaws, the Board Of Directors shall have all power and authority.
Section 3: Board Of Directors-
Officers of the society shall be a Chairman, Executive Vice-Chairman,
Secretary/Treasurer, and ten (8) Vice-Chairs of : Development, Publicity,
Publications, Facility, Programs, Competitions, Parliamentarian, and
Membership.
Section 4: Committees- The Board
of Directors may create committees as needed, such as fundraising, facility,
and others as deemed necessary by the Board.
All committee members report directly to the Board position whom the
Committee was organized under. The Board of Directors must ratify all committee
members.
Section 5: Paid Staff-
Management and staff hired by the Board of Directors shall have the
status of Society member, but are unable to place vote.
Section 6: Remuneration- No
elected officer, committee member, or society member shall be compensated for
serving the organization with the exception of reimbursement for necessary
Travel or Society related expenses incurred for official business as
pre-approved by the Board of Directors.
Section 7: Conduct- All officers
and officials of this Society shall conduct themselves and direct the affairs
of office in a manner consistent with the policies and procedures established
in these Bylaws, and shall perform the duties specified therein.
Section 6. Duties of Officers.
(a). The Executive Chairman shall promote the general welfare of this Society, perform all duties customarily pertaining to the office, preside at meetings of this Society, its Board of Directors, and otherwise shall serve, the Board of Directors, the exigencies of the office and the provisions in these Bylaws.
(b). The Executive Vice-Chairman shall succeed the Executive Chairman in the event the Executive Chairman shall become unable to perform his or her duties, and shall otherwise perform the duties delegated by the Executive Chairman, Board of Directors or these Bylaws.
(c). The Secretary/ Treasurer
shall perform the duties inherent in the office, and such other duties as may
be delegated by the Executive Chairman, Board of Directors, Board of Directors
or these Bylaws. The Secretary/ Treasurer shall be responsible for keeping in
permanent form the official minutes of the Board of Directors and Annual and
Special Meetings of the Society Membership. Supervise the preparation of the
annual Society budget, submit the audited annual financial statements for
publication in the Society's bulletin, supervise the annual inventory of the
Society's property, provide monthly financial statements to the Board of
Directors, serve as chairman of the Finance, and Nominating Committees
(e). The respective Chairmen shall have the following duties, in addition to others that may be assigned to them by the Executive Chairman or Board of Directors:
(1). The Membership Chairman shall oversee the operations of recruitment, and ways to enhance the value of Society membership to old and new members.
(2). The Public Relations Chairman shall provide recommendations for improving the Society's public image and visibility.
(3). The Publications Chairman shall supervise adherence to established editorial policies of the Society's Bulletin and recommend changes in these policies or in the journal's format or content as may best serve the needs of the Society.
(4). The Programs Chairman shall be the manager of quality for services provided to Society members by the Society and its constituent parts, shall supervise the work of designated committees, and shall recommend the creation or dissolution of program committees as the Society's needs may warrant to facilitate the continuing education and activities of the Society and community.
(5) The Development Chairman shall be the
manager of acquiring all fund raising, and solicitations of any unearned
finances or assets donated to the society.
Any request for solicitation or donation must first be received and
approved by the development chair. All
donations of assets must be received by the development chair.
(6) The Facility Chairman shall manage the activities and up keep of any facility
rented or owned by the Society. The
chair shall over see a committee that will handle all maintenance and utility
issues, involving facilities. It shall
also be the responsibility of the chair to manage facility bookings and
requests for facility usage.
(7) The Competition Chairman shall manage
photographic competitions, including but not limited to the scheduling of
competitions, rules governing competitions, rewards and display.
(8) The Parliamentarian Chairman will be familiar with Roberts rules of order as
well as the bylaws of this society, and incorporation of this society. The parliamentarian will be the final
source of disputed procedure.
Section 7. Duties of Officials- Officials, Committee members, and staff of this Society, except as otherwise provided in these Bylaws, shall perform such duties as may be delegated by the Chairman or prescribed by the Board of Directors.
Section 8. Reports- All officers shall report to the Board of Directors at each regularly scheduled board meeting. The Operations Manager shall report on a routine basis to the Board of Directors.
Section 9. Vacancies in Offices- Any office or position in this Society, other than that of Executive Chairman, which for any reason shall become permanently or temporarily vacant, may be filled for the un-expired term in the case of a permanent vacancy, or for the duration of any temporary vacancy, by appointment by the Executive Chairman with the approval of the Board of Directors.
Any vacancy occurring for any reason in
the office of Executive Chairman shall be filled by the Executive Vice-Chairman
for the un-expired term, or in the case of a temporary vacancy, for the duration
of the temporary vacancy. If for any reason the Executive Vice-Chairman cannot
serve, the vacancy shall be filled by the Board of Directors by appointment of a member thereof for the
balance of the un-expired term of the office of the Executive Chairman or for
the duration of any temporary vacancy in the office of the Executive
Vice-Chairman.
Article VII
ELECTION OF OFFICERS
Section 1. General- The Board of Directors
shall prescribe rules and regulations governing elections within this Society
in accordance with democratic principles, Roberts Rules of Order in Plain
English, and shall fix the dates thereof and, in cases of contests or protests,
shall render final decisions upon any such contest or protest.
Section 2. Year of Election- To assure continuity
and an even flow of the process, the Board
of Directors shall be elected each odd-numbered year in a special Society
meeting held the final week of January.
Section 3. Nominating Committee- To assure
continuity and an even flow of the process every even year a committee for the
election of Board of Directors, a Nominating Committee of five (5) members
shall be established by the Board of Directors, with two (2) members elected by
ballet, and three (3) members appointed by the Board of Directors. The
Committee shall select its own Chairman, and report to the Secritary/Treasurer.
No member of the Board of Directors shall be a member of the Nominating
Committee.
Section 4. Procedure- At least seven (7)
months prior to the official election date, the Nominating Committee shall
begin preparation an official slate of one or more candidates in good standing
for each office. The Nominating Committee shall have obtained acceptance of
candidacy and agreement to serve if elected from each candidate, and shall certify
the slate of candidates to the Secretary/Treasurer who shall cause such slate
of candidates to be published in the official bulletin of this Society at least
five (3) months before the election.
Section 5. Petition Nominations-
(a). Members in good
standing may submit a written petition nominating any eligible member for any
elective office subject to the following condition: The petition must be signed
by at least three (3) of the Society members in good standing.
(b). All petitions, to be valid, must be
accompanied by a statement in writing from each candidate indicating a
willingness to accept office if elected, and shall have been submitted at least
five (5) months in advance of the official election date. Petitions so
submitted shall be certified to the Secretary/Treasurer who shall, in turn,
cause the names of such candidates to be placed upon the official ballot for
elections and give notification of names of such candidates for Officers to the
Executive Chairman.
Section 6. Uncontested Elections-
In the absence of any nominations by petition, the Secretary/Treasurer of this
Society shall cast the ballot of the entire membership for the official slate
of candidates for Office as certified by the nominating Committee, and they
shall be declared elected.
Section 7. Contested Elections-
(a). Ballots- In the event of a contested
election, the Elections Committee shall cause to be prepared and distributed to
the Society members official ballot forms upon which shall appear the names of
all candidates, the offices for which they have been nominated, and full
instructions for use and return of the ballots. Candidates nominated by
petition shall be so indicated.
(b). Voting- All members andd Society
members of this Society in good standing shall have the right to vote for all
candidates for elective office. A mail ballot shall be considered to be a
Special Meeting and subject to the Quorum requirements specified in these
bylaws. In the event that the number of valid ballots received is less than the
Quorum, the Board of Directors shall make the final decision as provided by
these Bylaws.
(c). Tally and Announcement of Results- The Elections Committee shall appoint four
(4) members, none a candidate for office or holding a office, as official tellers to assist in counting the votes and
recording the tally. A simple majority vote is necessary for election with two
candidates and a plurality vote is necessary for election with three or more
candidates for any elective office. As soon thereafter as practical, the
Elections Committee shall certify to the Board of Directors the results of all
elections. These results shall be published in the official Society bulletin.
Section 8. Installation- Officers of this,
shall assume their duties of office at 12:01 A.M. following the official
election date.
Article VIII
BOARD OF DIRECTORS
Section 1. General- This Society shall be
governed by a Board of Directors, which shall have the powers of establishing
certain policies, procedures, and practices for this Society as set forth in
these Bylaws, and of proposing and ratifying amendments to these Bylaws.
Section 2. Composition- The Board of Directors
shall be composed of the following:
Officers, all Chairmen of the Society and the Operations Manager. Each
retiring Executive Chairman shall be an ex-officio member of the Board of
Directors, without vote, and shall serve in an advisory capacity as requested
by the Board for a period of one (1) year immediately following his or her
retirement.
Section 3. Meetings- The Board of
Directors shall hold at least one (1) meeting monthly, and otherwise shall meet
at the call of the Executive Chairman. The Executive Chairman shall call
special meetings of the Board upon the request of one-third (1/3)
of the members of the Board. All meetings of the Board shall constitute closed
sessions, but shall be open to others by invitation from the Executive Chairman
or Board of Directors.
Section 4. Quorum- Presence of two-thirds
(2/3)
of the membership thereof shall constitute a quorum for any meeting of the
Board of Directors. Any member of the Board unable to attend may vote by mail,
or appropriate electronic means, and such vote shall have full force and
effect.
Section 5. Reports of Meetings- Reports of
meetings of the Board of Directors shall be published, after ratified and
amended at the next Board meeting, in the official Society journal.
Section 6. Minutes- Official minutes of
meetings of the Board of Directors shall be kept at the Society Offices.
Section 7. Board Advisory Committee- The
Board of Directors can establish and appoint a Board Advisory Committee
consisting of the Chairs of the Divisions and the Chairs of Board Appointed
Committees in accordance with rules and procedures adopted by the Board of
Directors.
Article X
COMMITTEES
Section 1.General- Board Appointed
Committees to promote specified activities or functions, and Special Committees
to handle temporary activities, duties or functions of this Society, shall be
created by, and shall be responsible to, the Board of Directors except as otherwise provided in these Bylaws.
Section 2. Personnel- Chairmen of all Board
Appointed Committees, except as otherwise provided in these Bylaws, shall be
appointed by the Board of Directors
for the current term of the Board unless otherwise directed at the time of
their appointment, all chairmen shall select the members of their respective
committees and shall promptly report the names to the Board of Directors for
approval.
Section 3. Organization- Each committee shall
operate on the basis of the Society’s Bylaws and each Board Appointed Committee
shall also operate within the guidelines approved by the Board of Directors.
All committees’ procedures and practices shall conform to and be consistent
with the Bylaws, rules and regulations under which this Society operates.
Operating procedures of the Finance Committee are set forth in part in these
Bylaws
Section 4. Reports- All committees shall
make such written reports of their activities as may be requested by the Board
of Directors or by the Executive Chairman, Executive Vice-Chairman, or
Secretary/Treasurer.
Article XI
HONORS
Section 1. General- For purposes of
assuring proper recognition of outstanding talents in and contributions to all
fields of photography, and of service to the Society, this Society may create,
establish, confer and perpetuate honors.
Section 2. Honors- The honors of this
Society shall be: (a). Honorary Membership, (d). Photographic Recognition,
Proficiency, and (f). Photographic Recognition, Excellence. Recipients of
honors may append to their names these indications of their status: Honorary
Member, Hon. PSNWA; Recognition, Proficiency, PPSNWA; and Recognition,
Excellence, EPSNWA.
The Honorary Membership, unless revoked by the Board of Directors,
shall be permanent. Proficiency and Excellence distinctions may be used only as
long as the individual is a member of the Society.
Section 3. Proposals- Proposals for the
Honorary Membership shall be made to the Board of Directors.
Application for Photographic Recognition distinctions shall be
made to the Executive Vice-Chairman, whom shall be responsible for the Honors
Committee program.
Section 4. Honors Committee- The Honors
Committee shall be broadly representative of the interests and activities of this
Society. It shall consist of eight (5) members in good standing. Members of the
Honors Committee shall be appointed by the Executive Vice-Chairman, with the
approval of the Board of Directors, for one (1) term of two (2) years. The
Honors Committee shall elect its own chairman and vice chairman annually.
Appointments to un-expired terms are made by the Executive Vice-Chairman, with
the approval of the Board of Directors.
Section 5. Procedures- Policies, practices,
rules and regulations governing the awarding of the established honors shall be
prepared by the Honors Committee, subject to review and approval by the Board
of Directors as needed. The Honors Committee shall function subject to the
following:
(a). Upon recommendation of the Honors Committee, a
majority vote of the Board of Directors shall confer Honorary Memberships, in
addition to any other such honors established in these Bylaws.
(b). Honors, except Honorary Memberships, shall
only be conferred on members of this Society.
(C). No member of this Society shall be prevented
from nominating any other member for honors in accordance with prescribed rules
and regulations.
Section 6. Reports and Announcements- The Honors Committee shall report of its
activities to the Board of Directors at least annually. Official announcement
of honors conferred shall be published as soon as practical in the official
Society Bulletin. In connection with conferred Honorary Memberships, official
announcements shall cite the accomplishments of the recipients upon which the
honors are based.
Article XII
PUBLICATIONS
Section 1. Bulletin- This Society shall
publish an official bulletin.
Section 2. Other Publications- The Board of
Directors may authorize the issuance of all other official publications of this
Society.
Section 3. Responsibility- Publications of this
Society, or of any unit thereof, shall be identified as to source and
authority, and each publication, but not each issue of each publication, must
be approved by the Board of Directors prior to distribution.
Article XIII
FISCAL REGULATIONS
Section 1. General- All funds of this
Society shall be held in the name of the Society, and except as may otherwise
be provided shall be deposited in banks, which are members of the Federal
Deposit Insurance Corporation or placed with brokerage firms that are members
of the Securities Investor Protection Corporation. Withdrawals, except as may
otherwise be provided, shall require the signatures of any two (2) of the
following corporate officers: Executive Chairman, Executive Vice-Chairman,
Secretary/Treasurer, Operations Manager.
Important Society documents shall be retained in a safe deposit
box in the name of the Society and subject to access by any two (2) of the
following officers: Executive Chairman, Executive Vice-Chairman,
Secretary/Treasurer.
Section 2. Investments- The Secretary/Treasurer
with the concurrence of the Finance Committee may buy and sell securities
consistent with the best interests of the Society.
Section 3. Insurance- All effort should be
made for maintaining adequate insurance coverage for the Society.
Section 4. Budget- A budget covering
Society operations shall be prepared annually under the direction of the
Secretary/Treasurer. The budget, with the concurrence of the Finance Committee,
shall be submitted for Board of Directors approval at its November meeting
unless otherwise provided. The approved budget shall serve to guide management
decisions throughout the applicable fiscal year.
The approved budget and any approved revisions thereof shall
constitute the limit of authorized spending without the approval of the Finance
Committee and the availability of adequate funds.
No new project can be approved by the Board of Directors unless
adequate funding is available.
Section 5. Audit- The Secretary/Treasurer
upon request from the board shall arrange for the financial records of this
Society and its operating units for annual audit.
Section 6. Fiscal Year- The fiscal year of this
Society and its operating units shall run from January 1 through the following
December 31 except as otherwise established by the Board of Directors.
Section 7. Taxes- The Secretary/Treasurer
shall be responsible for the timely preperation of Federal, State and other
taxes required by law.
Section 8. Logo- Periodic renewal of the
Society’s official logo shall be the responsibility of the Secretary/
Treasurer. The Treasurer, with the Secretary, shall be responsible for ensuring
the logo’s appropriate use by all operating units of the Society.
Section 9. Resident Agents- The Secretary/
Treasurer shall annually request the Board of Directors approval of resident
agents for the Society’s State of incorporation and State of Headquarters
location.
Section 10. Reserves and Restricted Funds- Except
as the Board of Directors may otherwise require, the Secretary/ Treasurer shall
maintain full reserves for all unearned member dues, for any refundable program
deposits and for contingency conference and meeting fees.
The Secretary/ Treasurer shall be responsible for ensuring that
all funds pertaining to restricted accounts established by the Board of
Directors are properly accounted for according to the terms of their approved
governing documents.
Section 11. Appraisals- Annual appraisals shall
be conducted for the Photographic Collection and other assets of this Society.
Section 12. Postal Audit- The Secretary/
Treasurer shall arrange for the annual audits by the U.S. Post Office as
necessary, and shall report the results thereof to the Board of Directors. Any
necessary changes in Headquarters mailing procedures shall be promptly
effected.
Section 13. Operations Manager- The Operations
Manager shall be the supervising staff manager at all Society facilities.
Section 14. Procedures- The Secretary/
Treasurer shall be responsible for establishing appropriate Society accounting
procedures. Such procedures shall be
consistent with generally accepted accounting principles.
Except as may otherwise be provided in governing documents
approved by the Board of Directors, all income allocable to the Society shall
be deposited, and all Society obligations shall be paid by the Secretary/
Treasurer or Operations Manager, under procedures established by the Secretary/
Treasurer and supervised by the Operations Manager. Except for employees, of
which the Operations Manager is one, no non-member of the Society shall be
permitted to handle Society funds.
Section 15. Reports- The Secretary/
Treasurer shall report to the Board of Directors at least annually on major
Society operations and the status of Society investments, financial accounts
and insurance coverage.
Article XIV
SCOPE OF AUTHORITY
Section 1. General- No officer, official,
member or employee of this Society shall commit this Society as a whole to any
policy, agreement, responsibility, project, undertaking or expense without the
approval of the Board of Directors.
Section 2. Publications, Presentations and Programs- Unless
authorized by the Board of Directors, no member, committee, society member, may
edit or issue any publication, presentation or program purporting to represent
this Society.
Section 3. Delegation of Authority- With
the approval of the Board of Directors, an elective officer of this Society may
delegate a duty of his or her office to another officer, official, member or
employee of this Society.
Article XV
RECALL, SUSPENSION AND EXPULSION
Section 1. General- Final authority for the
suspension and expulsion of members of this Society and for the recall of
officers or officials shall rest with the Board of Directors.
Section 2. Petition- Any ten (7) or more
members in good standing may petition the Board of Directors in writing for the
recall of any officer of this Society, or for the recall of any official or for
the suspension or expulsion of any member. Such petition shall be in writing
and all signatures thereon shall be notarized. The petition shall be filed with
the Executive Chairman or Executive Vice-Chairman as appropriate. The petition
shall clearly state the grounds upon which it is based
Section 3. Due Process- Upon receipt by the
Executive Chairman or Executive Vice-Chairman of a proper petition, duly signed
and notarized, for recall, suspension or expulsion that officer shall
immediately notify the Board of Directors and the Board shall forthwith appoint
a committee to investigate the charges and to report within three (3) months
after appointment. The investigating committee shall afford appropriate due
process to the officer or member named in the petition for recall, suspension
or expulsion, and that person shall have not less than sixty (60) days within
which to respond to the petition and to make his or her defense known to the
Committee. The member so charged shall have the right to have an attorney of
his choice represent him or her in the matter, and to be heard fully before the
committee reaches its decision. If the committee reaches a decision adverse to
the member, the member shall have the right to appeal that decision to the full
Board of Directors, and the member will be afforded appropriate due process to
be heard and make defense, either in person or by an attorney of his or her
choosing. After full hearing of the matter, the Board shall make its decision,
but the decision to recall, suspend or expel the officer or member must be made
by a vote of three-fourths (3/4)
of the entire Board of Directors then serving in office. The decision of the
Board shall be final. Petitioners and the member or officer charged shall be
notified of the decision of the Board promptly by the Executive Chairman or Executive
Vice Executive Chairman, as appropriate.
Section 4. Reinstatement- The Board of Directors
shall have the right, upon reconsidering evidence or upon receipt of additional
information, to reinstate any member suspended or expelled or any officer or
official removed from office. A three-fourths (3/4)
vote of the full Board shall be necessary for such reinstatement. The Executive
Chairman or Executive Vice-Chairman as appropriate shall be promptly notified
of any such action, and shall thereupon notify the affected individual.
Article XVI
PARLIAMENTARY PROCEDURE
The rules contained in the current edition of “Robert’s Rules of
Order in Plain English” shall govern all in-person meetings of this Society,
its Board of Directors, and Committee’s, and shall apply in all other cases in
which these rules are applicable and in which they are not inconsistent with
the Bylaws of this Society.
Article XVII
DIRECTIVES
Section 1. Directives- The Board of Directors
shall have the right, to place into action the rules and procedures necessary
for Society management and operations by directive declarations. All directives
most comply with Bylaws, all local, state, and federal laws. Directives require a simple majority of quorum
and must be ratified in a regularly scheduled board meeting or specially called
meeting only if no protest is placed by any board member to the timing of the
specially called meeting. Directives
are posted by date and name directly following the Bylaws but are not part of
the official bylaws. Directives may be
repealed, terminated, and modified by additional directives, but not removed
from record.
Article XVIII
DISSOLUTION
Dissolution of this Society, when such action is taken by the
Board of Directors, shall be carried out in accordance with the laws of the
State of Arkansas in which the Society is incorporated. After paying or making
provision for the payment of all Society obligations, and subject in all cases
to applicable law, the remaining assets of the Society shall be disposed of to
the Photographic Society of America or such organization or organizations
selected by the Board of Directors as are operated exclusively for charitable
or educational purposes and which at the time qualify as exempt under Section
501©(3) of the Internal Revenue Code or corresponding provision of any future
Internal Revenue law, to be used to the extent reasonably possible for purposes
consistent with or similar to the purposes of this Society.
Be it known to all that the above defined Bylaws of the Photographic Society of Northwest Arkansas are ratified by full consent of the founding Executive Board this day, October 24, 2002.
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Executive Chair |
VICE - Chair |
Sec\Tres |
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Patrick Ward |
E. Rick Cash |
John Baltz |
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Mark Abram |
Catherine Baltz |
John Hamilton |
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Sarah Hamilton |
Michelle Ironside |
Nakole Neumier |
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Lucy Overstreet |
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